Common use of Conditions Precedent to the Initial Disbursement Clause in Contracts

Conditions Precedent to the Initial Disbursement. The obligation of the BANK to make its initial disbursement under the EXPANSION LOAN is subject to the condition precedent that the BORROWER shall be in compliance with the conditions set forth in Section 4.2 of this AGREEMENT and to the further condition precedent that the BANK shall have received on or before the CLOSING all of the following, each dated (unless otherwise indicated) such day, in form and substance reasonably satisfactory to the BANK, unless waived by the BANK: 4.1.1 The CONSTRUCTION NOTE, duly executed on behalf of the BORROWER. 4.1.2 The DEED OF TRUST and Notice of Commencement, both duly executed on behalf of the BORROWER. 4.1.3 The ASSIGNMENT OF RENTS, duly executed on behalf of the BORROWER. 4.1.4 (intentionally left blank) 4.1.5 (intentionally left blank) 4.1.6 A copy of the PLANS, certified by GENERAL CONTRACTOR and the BORROWER. 4.1.7 The ASSIGNMENT OF DESIGN/BUILD CONSTRUCTION CONTRACT, duly executed by the BORROWER and consented to by the GENERAL CONTRACTOR and a copy of the DESIGN/BUILD CONSTRUCTION CONTRACT, together with the General Conditions of Contract referred to therein. 4.1.8 A total project cost statement on the PROJECT duly executed by the BORROWER, setting forth the anticipated total cost of the PROJECT’s completion, and a construction cost statement duly executed by the GENERAL CONTRACTOR, setting forth its anticipated construction costs of the PROJECT, together with any construction budget variance reports then applicable to the PROJECT. 4.1.9 An ALTA (American Land Title Association) Survey of the PROPERTY, prepared at the BORROWER’s expense, currently certified by a licensed, registered surveyor and incorporating the legal description of the PROPERTY, showing the location of all points and lines referred to in the legal description, the location of any existing improvements, the proposed location of the PROJECT (including parking) as being within the exterior boundaries of the PROPERTY and in compliance with all applicable building set-back requirements, and the location of all utilities and the location of all easements and encroachments onto or from the PROPERTY that are visible on the PROPERTY, known to the surveyor preparing the survey or of record, identifying easements of record by recording data, and currently certified by the surveyor that there are no such easements or encroachments upon the PROPERTY except as shown on the survey. 4.1.10 An as built appraisal based upon the PLANS to be performed by Nxxxxxx Associates Appraisal Services which shows the as-completed value of the PROPERTY and PROJECT addressed to and otherwise acceptable to BANK. 4.1.11 A title binder, issued by Title First of Nebraska, L.L.C., as agent for Old Republic National Title Insurance Company, (the “TITLE COMPANY”) at BORROWER’s expense, constituting a commitment by the TITLE COMPANY to issue a mortgagee’s title policy in favor of the BANK as beneficiary under the DEED OF TRUST, that will be free from all standard exceptions, including mechanics’ liens and all other exceptions not previously approved by the BANK and that will insure the DEED OF TRUST to be a valid first lien on the PROPERTY, and with such endorsements as the BANK may require which shall include but not be limited to the following: ALTA Form 6 — Variable Rate endorsement; FA Form 40 — Environmental endorsement; ALTA Form 9 — Restrictions, Encroachments & Minerals; CLTA Form 103.7 — Street Access endorsement; CLTA Form 103.4 — Access by Easement; CLTA Form 101 — Mechanics Lien coverage; and, ALTA Form 3.1 — Zoning, improved land endorsement. 4.1.12 A soil report on the PROPERTY certified by a registered engineer including structural design recommendations in form and substance satisfactory to the BANK. Such report shall include soil borings and geo-technical analyses. 4.1.13 A Phase I Environmental Report of the PROPERTY, as well as any subsequent Limited Environmental Site Assessments issued prior to CLOSING, all in form and content reasonably satisfactory to the BANK. 4.1.14 Copies of all PERMITS from the applicable regulatory agencies from whom a permit or license is required. 4.1.15 Copies of documents from the appropriate state, federal, city or county authority having jurisdiction over the PROPERTY and the PROJECT that provide to the reasonable satisfaction of the BANK that the PROJECT when constructed in accordance with the PLANS will comply in all material respects with all applicable ordinances, zoning, subdivision, platting, environmental and land use requirements, without special variance or exception, and such other evidence as the BANK shall reasonably request to establish that the PROJECT and the contemplated use thereof are permitted by and comply in all material respects with all applicable use or other restrictions and requirements in prior conveyances, zoning ordinances, environmental laws and regulations, water shed district regulations and all other applicable laws or regulations, and governmental authorities having jurisdiction over the PROJECT. BORROWER is not required to obtain advance confirmation from any governmental body that the PROJECT will comply with such ordinances, regulations and requirements. 4.1.16 Copies of certificates of insurance demonstrating the types, levels, deductibles, endorsements and other coverage parameter issues to the reasonable satisfaction of the BANK for builder’s risk insurance, casualty/commercial general liability insurance, business automobile liability insurance, environmental liability insurance, worker’s compensation insurance, and permanent all risk property insurance thirty days prior to completion of construction, required under Section 6 of this AGREEMENT, with all such insurance in full force and effect and approved by the BANK, in the exercise of its reasonable discretion, and naming BANK as an additional insured and loss payee together with appropriate flood insurance, if the PROPERTY is in a flood hazard area. In addition, BORROWER shall provide to BANK proof of insurance for business interruption/extra expense coverage for six months of operating expenses, and also directors/officers errors and omissions coverage in a minimum amount of $3,000,000.00. 4.1.17 A signed opinion of counsel for the BORROWER, addressed to the BANK and containing customary qualifications, opining that: 1) the BORROWER is duly organized and in good standing in the state of Nebraska; 2) the BORROWER has the corporate power to execute and deliver the LOAN DOCUMENTS to which it is a party and to borrow money and perform in accordance with the terms of such LOAN DOCUMENTS; 3) to the counsel’s knowledge, all actions and consents by BORROWER necessary to the validity of the LOAN DOCUMENTS to which it is a party have been obtained; 4) the LOAN DOCUMENTS to which it is a party have been duly signed and are the valid and binding obligation of the BORROWER and enforceable in accordance with their terms; and 5) to the best of counsel’s knowledge, the LOAN DOCUMENTS to which it is a party and the transactions contemplated there under do not conflict with any provision of the Articles of Organization of BORROWER or its operating agreement, or any agreement binding upon the BORROWER or its properties. 4.1.18 A Certificate of Authority executed by such person or persons authorized by the BORROWER’s organizational documents and/or agreements to do so, certifying the incumbency and signatures of the officers or other persons authorized to execute the LOAN DOCUMENTS to which it is a party, and authorizing the execution of the LOAN DOCUMENTS to which it is a party and performance in accordance with their terms. 4.1.19 A recently certified copy of the BORROWER’s operating agreement, and any amendments, if applicable. 4.1.20 A recently certified copy of the BORROWER’s Articles of Organization and any amendments, if applicable. 4.1.21 A certificate of good standing for the BORROWER from the office of the Nebraska Secretary of State. 4.1.22 (Intentionally left blank) 4.1.23 A copy of any RISK MANAGEMENT CONTRACT together with assignments in favor of BANK in form reasonably satisfactory to BANK. 4.1.24 (Intentionally left blank) 4.1.25 (Intentionally left blank) 4.1.26 Execution and delivery of a master agreement published by the International Swaps and Derivatives Association, Inc. in form acceptable to BANK. 4.1.27 Execution and delivery to BANK of such additional assignments of contracts and agreements, in form reasonably acceptable to BANK, as the BANK may require.

Conditions Precedent to the Initial Disbursement. The obligation of BORROWER previously provided the BANK following documents to make its initial disbursement under the EXPANSION LOAN is subject to the condition precedent that the BORROWER shall be in compliance with the conditions set forth in Section 4.2 of this AGREEMENT and to the further condition precedent that the BANK shall have received on or before the CLOSING all of the following, each dated (unless otherwise indicated) such day, in form and substance reasonably satisfactory to the BANK, unless waived by the BANK: 4.1.1 The CONSTRUCTION NOTE, duly executed on behalf of the BORROWER. 4.1.2 The DEED OF TRUST and Notice of Commencement, both MORTGAGE duly executed on behalf of the BORROWER. 4.1.3 The ASSIGNMENT OF RENTS, duly executed on behalf of the BORROWER. 4.1.4 (intentionally left blank)The SECURITY AGREEMENT, duly executed on behalf of the BORROWER. 4.1.5 (intentionally left blank)A financing statement or statements sufficient when filed to perfect the security interests granted under the MORTGAGE, the ASSIGNMENT OF RENTS, the SECURITY AGREEMENT, and the ASSIGNMENT OF CONSTRUCTION CONTRACT, to the extent such security interests are capable of being perfected by filing. 4.1.6 A copy of the PLANS, certified by the GENERAL CONTRACTOR and the BORROWER. 4.1.7 The ASSIGNMENT OF Assignment of the DESIGN/BUILD CONSTRUCTION CONTRACT, duly executed by the BORROWER and consented to by the GENERAL CONTRACTOR and a copy of the DESIGN/BUILD CONSTRUCTION CONTRACT, together with the General Conditions of Contract referred to therein. 4.1.8 A total project cost statement Total Project Cost Statement on the PROJECT duly executed by the BORROWERBORROWER and the GENERAL CONTRACTOR, setting forth the anticipated total cost of the PROJECT’s completion, and a construction cost statement duly executed by the GENERAL CONTRACTOR, setting forth its anticipated construction costs of the PROJECT, together with any construction budget variance reports then applicable to the PROJECT. 4.1.9 An ALTA (American Land Title Association) Survey of the PROPERTY, prepared at the BORROWER’s expense, currently certified by a licensed, registered surveyor and incorporating the legal description of the PROPERTY, showing the location of all points and lines referred to in the legal description, the location of any existing improvements, the proposed location of the PROJECT (including parking) as being within the exterior boundaries of the PROPERTY and in compliance with all applicable building set-back requirements, and the location of all utilities and the location of all easements and encroachments onto or from the PROPERTY that are visible on the PROPERTY, known to the surveyor preparing the survey or of record, identifying easements of record by recording data, and currently certified by the surveyor that there are no such easements or encroachments upon the PROPERTY except as shown on the survey. 4.1.10 4.1.14 An as built appraisal to the BANK based upon the PLANS to be performed by Nxxxxxx Associates Appraisal Services Xxxxxx Xxxxxxx & Co., which shows the as-completed value of the PROPERTY and PROJECT addressed to and otherwise acceptable to BANK. 4.1.11 4.1.15 A title binder, issued by Title First of Nebraska, L.L.C., as agent for Old Republic National Dakota Homestead Title Insurance Company, Corporation (the “TITLE COMPANYTitle Company”) ), at the BORROWER’s expense, constituting a commitment by the TITLE COMPANY Title Company to issue a mortgagee’s title policy in favor of the BANK as beneficiary mortgagee under the DEED OF TRUSTMORTGAGE, that will be free from all standard exceptions, including mechanics’ liens and all other exceptions not previously approved by the BANK and includes a plat endorsement and that will insure the DEED OF TRUST MORTGAGE to be a valid first lien on the PROPERTY, and with such endorsements as the BANK may require which shall include but not be limited to the following: ALTA Form 6 — Variable Rate endorsement; FA Form 40 — Environmental endorsement; ALTA Form 9 — Restrictions, Encroachments & Minerals; CLTA Form 103.7 — Street Access endorsement; CLTA Form 103.4 — Access by Easement; CLTA Form 101 — Mechanics Lien coverage; and, ALTA Form 3.1 — Zoning, improved land endorsement. 4.1.12 4.1.16 A soil report on the PROPERTY certified by a registered engineer including structural design recommendations in form and substance satisfactory to the BANK. Such report shall include soil borings and geo-technical analyses. 4.1.13 4.1.17 A Phase I Environmental Report of the PROPERTY, as well as any subsequent Limited Environmental Site Assessments issued prior to CLOSING, all PROPERTY in form and content reasonably satisfactory to the BANK. 4.1.14 4.1.18 Copies of all PERMITS from the applicable regulatory agencies county or any other state or local agency from whom a construction permit or license is requiredrequired and such other licenses and permits, as may be required to construct and operate the facility on the PROPERTY after completion of the PROJECT. 4.1.15 4.1.19 Copies of all environmental permits and other PERMITS as my be required to construct and operate the facility on the PROPERTY at maximum capacity after completion of the PROJECT. 4.1.20 Copies of documents from the appropriate state, federal, city or county authority having jurisdiction over the PROPERTY and the PROJECT that provide to the reasonable satisfaction of the BANK that the PROJECT when constructed in accordance with the PLANS will comply in all material respects with all applicable ordinances, zoning, subdivision, platting, environmental and land use requirements, without special variance or exception, and such other evidence as the BANK shall reasonably request to establish that the PROJECT and the contemplated use thereof are permitted by and comply in all material respects with all applicable use or other restrictions and requirements in prior conveyances, zoning ordinances, environmental laws and regulations, water shed district regulations and all other applicable laws or regulations, and governmental authorities having jurisdiction over the PROJECT. BORROWER is not required to obtain advance confirmation from any governmental body that the PROJECT will comply with such ordinances, regulations and requirements. 4.1.16 Copies of certificates of insurance demonstrating the types, levels, deductibles, endorsements and other coverage parameter issues to the reasonable satisfaction of the BANK for builder’s risk insurance, casualty/commercial general liability insurance, business automobile liability insurance, environmental liability insurance, worker’s compensation insurance, and permanent all risk property insurance thirty days prior to completion of construction, required under Section 6 of this AGREEMENT, with all such insurance in full force and effect and approved by the BANK, in the exercise of its reasonable discretion, and naming BANK as an additional insured and loss payee together with appropriate flood insurance, if the PROPERTY is in a flood hazard area. In addition, BORROWER shall provide to BANK proof of insurance for business interruption/extra expense coverage for six months of operating expenses, and also directors/officers errors and omissions coverage in a minimum amount of $3,000,000.00. 4.1.17 A signed opinion of counsel for the BORROWER, addressed to the BANK and containing customary qualifications, opining that: 1) the BORROWER is duly organized and in good standing in the state of Nebraska; 2) the BORROWER has the corporate power to execute and deliver the LOAN DOCUMENTS to which it is a party and to borrow money and perform in accordance with the terms of such LOAN DOCUMENTS; 3) to the counsel’s knowledge, all actions and consents by BORROWER necessary to the validity of the LOAN DOCUMENTS to which it is a party have been obtained; 4) the LOAN DOCUMENTS to which it is a party have been duly signed and are the valid and binding obligation of the BORROWER and enforceable in accordance with their terms; and 5) to the best of counsel’s knowledge, the LOAN DOCUMENTS to which it is a party and the transactions contemplated there under do not conflict with any provision of the Articles of Organization of BORROWER or its operating agreement, or any agreement binding upon the BORROWER or its properties. 4.1.18 A Certificate of Authority executed by such person or persons authorized by the BORROWER’s organizational documents and/or agreements to do so, certifying the incumbency and signatures of the officers or other persons authorized to execute the LOAN DOCUMENTS to which it is a party, and authorizing the execution of the LOAN DOCUMENTS to which it is a party and performance in accordance with their terms. 4.1.19 A recently certified copy of the BORROWER’s operating agreement, and any amendments, if applicable. 4.1.20 A recently certified copy of the BORROWER’s Articles of Organization and any amendments, if applicable. 4.1.21 A certificate of good standing for the BORROWER from the office of the Nebraska Secretary of State. 4.1.22 (Intentionally left blank) 4.1.23 A copy of any RISK MANAGEMENT CONTRACT together with assignments in favor of BANK in form reasonably satisfactory to BANK. 4.1.24 (Intentionally left blank) 4.1.25 (Intentionally left blank) 4.1.26 Execution and delivery of a master agreement published by the International Swaps and Derivatives Association, Inc. in form acceptable to BANK. 4.1.27 Execution and delivery to BANK of such additional assignments of contracts and agreements, in form reasonably acceptable to BANK, as the BANK may require.

Conditions Precedent to the Initial Disbursement. The obligation of the BANK to make its initial disbursement under the EXPANSION CONSTRUCTION LOAN is subject to the condition precedent that the BORROWER shall be in compliance with the conditions set forth in Section 4.2 of this AGREEMENT and to the further condition precedent that the BANK shall have received on or before the CLOSING all of the following, each dated (unless otherwise indicated) such day, in form and substance reasonably satisfactory to the BANK, unless waived by the BANK: 4.1.1 The CONSTRUCTION NOTE, duly executed on behalf of the BORROWER. 4.1.2 The DEED OF TRUST and Notice of Commencement, both MORTGAGE duly executed on behalf of the BORROWER. 4.1.3 The ASSIGNMENT OF RENTS, duly executed on behalf of the BORROWER. 4.1.4 (intentionally left blank)The SECURITY AGREEMENT, duly executed on behalf of the BORROWER. 4.1.5 (intentionally left blank)A financing statement or statements sufficient when filed to perfect the security interests granted under the MORTGAGE, the ASSIGNMENT OF RENTS, the SECURITY AGREEMENT, and the ASSIGNMENT OF DESIGN/BUILD CONTRACT, to the extent such security interests are capable of being perfected by filing. 4.1.6 A copy of the PLANS, certified by GENERAL CONTRACTOR ICM, Inc., Xxxxx, Inc., and the BORROWER. 4.1.7 The ASSIGNMENT OF assignment of the DESIGN/BUILD CONSTRUCTION CONTRACT, duly executed by the BORROWER and consented to by the GENERAL CONTRACTOR and a copy of the DESIGN/BUILD CONSTRUCTION CONTRACT, together with the General Conditions of Contract referred to therein. 4.1.8 A total project cost statement on the PROJECT duly executed by the BORROWERBORROWER and the GENERAL CONTRACTOR, setting forth the anticipated total cost of the PROJECT’s completion, and a construction cost statement duly executed by the GENERAL CONTRACTOR, setting forth its anticipated construction costs of the PROJECT, together with any construction budget variance reports then applicable to the PROJECT. 4.1.9 An ALTA (American Land Title Association) Survey of the PROPERTY, prepared at the BORROWER’s expense, currently certified by a licensed, registered surveyor and incorporating the legal description of the PROPERTY, showing the location of all points and lines referred to in the legal description, the location of any existing improvements, the proposed location of the PROJECT (including parking) as being within the exterior boundaries of the PROPERTY and in compliance with all applicable building set-back requirements, and the location of all utilities and the location of all easements and encroachments onto or from the PROPERTY that are visible on the PROPERTY, known to the surveyor preparing the survey or of record, identifying easements of record by recording data, and currently certified by the surveyor that there are no such easements or encroachments upon the PROPERTY except as shown on the survey. 4.1.10 An as built appraisal based upon the PLANS to be performed by Nxxxxxx Associates Appraisal Services which shows the as-completed value of the PROPERTY and PROJECT addressed to and otherwise acceptable to BANK. 4.1.11 A title binder, issued by Title First of Nebraska, L.L.C., as agent for Old Republic National Title Insurance Company, (the “TITLE COMPANY”) at BORROWER’s expense, constituting a commitment by the TITLE COMPANY to issue a mortgagee’s title policy in favor of the BANK as beneficiary under the DEED OF TRUST, that will be free from all standard exceptions, including mechanics’ liens and all other exceptions not previously approved by the BANK and that will insure the DEED OF TRUST to be a valid first lien on the PROPERTY, and with such endorsements as the BANK may require which shall include but not be limited to the following: ALTA Form 6 — Variable Rate endorsement; FA Form 40 — Environmental endorsement; ALTA Form 9 — Restrictions, Encroachments & Minerals; CLTA Form 103.7 — Street Access endorsement; CLTA Form 103.4 — Access by Easement; CLTA Form 101 — Mechanics Lien coverage; and, ALTA Form 3.1 — Zoning, improved land endorsement. 4.1.12 A soil report on the PROPERTY certified by a registered engineer including structural design recommendations in form and substance satisfactory to the BANK. Such report shall include soil borings and geo-technical analyses. 4.1.13 A Phase I Environmental Report of the PROPERTY, as well as any subsequent Limited Environmental Site Assessments issued prior to CLOSING, all in form and content reasonably satisfactory to the BANK. 4.1.14 Copies of all PERMITS from the applicable regulatory agencies from whom a permit or license is required. 4.1.15 Copies of documents from the appropriate state, federal, city or county authority having jurisdiction over the PROPERTY and the PROJECT that provide to the reasonable satisfaction of the BANK that the PROJECT when constructed in accordance with the PLANS will comply in all material respects with all applicable ordinances, zoning, subdivision, platting, environmental and land use requirements, without special variance or exception, and such other evidence as the BANK shall reasonably request to establish that the PROJECT and the contemplated use thereof are permitted by and comply in all material respects with all applicable use or other restrictions and requirements in prior conveyances, zoning ordinances, environmental laws and regulations, water shed district regulations and all other applicable laws or regulations, and governmental authorities having jurisdiction over the PROJECT. BORROWER is not required to obtain advance confirmation from any governmental body that the PROJECT will comply with such ordinances, regulations and requirements. 4.1.16 Copies of certificates of insurance demonstrating the types, levels, deductibles, endorsements and other coverage parameter issues to the reasonable satisfaction of the BANK for builder’s risk insurance, casualty/commercial general liability insurance, business automobile liability insurance, environmental liability insurance, worker’s compensation insurance, and permanent all risk property insurance thirty days prior to completion of construction, required under Section 6 of this AGREEMENT, with all such insurance in full force and effect and approved by the BANK, in the exercise of its reasonable discretion, and naming BANK as an additional insured and loss payee together with appropriate flood insurance, if the PROPERTY is in a flood hazard area. In addition, BORROWER shall provide to BANK proof of insurance for business interruption/extra expense coverage for six months of operating expenses, and also directors/officers errors and omissions coverage in a minimum amount of $3,000,000.00. 4.1.17 A signed opinion of counsel for the BORROWER, addressed to the BANK and containing customary qualifications, opining that: 1) the BORROWER is duly organized and in good standing in the state of Nebraska; 2) the BORROWER has the corporate power to execute and deliver the LOAN DOCUMENTS to which it is a party and to borrow money and perform in accordance with the terms of such LOAN DOCUMENTS; 3) to the counsel’s knowledge, all actions and consents by BORROWER necessary to the validity of the LOAN DOCUMENTS to which it is a party have been obtained; 4) the LOAN DOCUMENTS to which it is a party have been duly signed and are the valid and binding obligation of the BORROWER and enforceable in accordance with their terms; and 5) to the best of counsel’s knowledge, the LOAN DOCUMENTS to which it is a party and the transactions contemplated there under do not conflict with any provision of the Articles of Organization of BORROWER or its operating agreement, or any agreement binding upon the BORROWER or its properties. 4.1.18 A Certificate of Authority executed by such person or persons authorized by the BORROWER’s organizational documents and/or agreements to do so, certifying the incumbency and signatures of the officers or other persons authorized to execute the LOAN DOCUMENTS to which it is a party, and authorizing the execution of the LOAN DOCUMENTS to which it is a party and performance in accordance with their terms. 4.1.19 A recently certified copy of the BORROWER’s operating agreement, and any amendments, if applicable. 4.1.20 A recently certified copy of the BORROWER’s Articles of Organization and any amendments, if applicable. 4.1.21 A certificate of good standing for the BORROWER from the office of the Nebraska Secretary of State. 4.1.22 (Intentionally left blank) 4.1.23 A copy of any RISK MANAGEMENT CONTRACT together with assignments in favor of BANK in form reasonably satisfactory to BANK. 4.1.24 (Intentionally left blank) 4.1.25 (Intentionally left blank) 4.1.26 Execution and delivery of a master agreement published by the International Swaps and Derivatives Association, Inc. in form acceptable to BANK. 4.1.27 Execution and delivery to BANK of such additional assignments of contracts and agreements, in form reasonably acceptable to BANK, as the BANK may require.

Conditions Precedent to the Initial Disbursement. The obligation of the BANK to make its initial disbursement under the EXPANSION CONSTRUCTION LOAN is subject to the condition precedent that the BORROWER shall be in compliance with the conditions set forth in Section 4.2 of this AGREEMENT and to the further condition precedent that the BANK shall have received on or before the CLOSING all of the following, each dated (unless otherwise indicated) such day, in form and substance reasonably satisfactory to the BANK, unless waived by the BANK: 4.1.1 The CONSTRUCTION NOTE, duly executed on behalf of the BORROWER. 4.1.2 The DEED OF TRUST and Notice of Commencement, both MORTGAGE duly executed on behalf of the BORROWER. 4.1.3 The ASSIGNMENT OF RENTS, duly executed on behalf of the BORROWER. 4.1.4 (intentionally left blank)The SECURITY AGREEMENT, duly executed on behalf of the BORROWER. 4.1.5 (intentionally left blank)A financing statement or statements sufficient when filed to perfect the security interests granted under the MORTGAGE, the ASSIGNMENT OF RENTS, the SEA AGREEMENT, and the ASSIGNMENT OF CONSTRUCTION CONTRACT, to the extent such security interests are capable of being perfected by filing. 4.1.6 A copy of the PLANS, certified by the GENERAL CONTRACTOR and the BORROWER. 4.1.7 The ASSIGNMENT OF Assignment of the DESIGN/BUILD CONSTRUCTION CONTRACT, duly executed by the BORROWER and consented to by the GENERAL CONTRACTOR and a copy of the DESIGN/BUILD CONSTRUCTION CONTRACT, together with the General Conditions of Contract referred to therein. 4.1.8 A total project cost statement Total Project Cost Statement on the PROJECT duly executed by the BORROWERBORROWER and the GENERAL CONTRACTOR, setting forth the anticipated total cost of the PROJECT’s 's completion, and a construction cost statement duly executed by the GENERAL CONTRACTOR, setting forth its anticipated construction costs of the PROJECT, together with any construction budget variance reports then applicable to the PROJECT. 4.1.9 An AN ALTA (American Land Title AssociationAMERICAN LAND TITLE ASSOCIATION) Survey of the SURVEY OF THE PROPERTY, prepared at the BORROWER’s 's expense, currently certified by a licensed, registered surveyor and incorporating the legal description of the PROPERTY, showing the location of all points and lines referred to in the legal description, the location of any existing improvements, the proposed location of the PROJECT (including parking) as being within the exterior boundaries of the PROPERTY and in compliance with all applicable building set-back requirements, and the location of all utilities and the location of all easements and encroachments onto or from the PROPERTY that are visible on the PROPERTY, known to the surveyor preparing the survey or of record, identifying easements of record by recording data, and currently certified by the surveyor that there are no such easements or encroachments upon the PROPERTY except as shown on the survey. 4.1.10 4.1.14 An as built appraisal to the BANK based upon the PLANS to be performed by Nxxxxxx Associates Appraisal Services Xxxxxx Xxxxxxx & Co., which shows the as-completed value of the PROPERTY and PROJECT addressed to and otherwise acceptable to BANK. 4.1.11 4.1.15 A title binder, issued by Title First of Nebraska, L.L.C., as agent for Old Republic National Dakota Homestead Title Insurance Company, Corporation (the “TITLE COMPANY”) "Title Company"), at the BORROWER’s 's expense, constituting a commitment by the TITLE COMPANY Title Company to issue a mortgagee’s 's title policy in favor of the BANK as beneficiary mortgagee under the DEED OF TRUSTMORTGAGE, that will be free from all standard exceptions, including mechanics’ ' liens and all other exceptions not previously approved by the BANK and includes a plat endorsement and that will insure the DEED OF TRUST MORTGAGE to be a valid first lien on the PROPERTY, and with such endorsements as the BANK may require which shall include but not be limited to the following: ALTA Form 6 — Variable Rate endorsement; FA Form 40 — Environmental endorsement; ALTA Form 9 — Restrictions, Encroachments & Minerals; CLTA Form 103.7 — Street Access endorsement; CLTA Form 103.4 — Access by Easement; CLTA Form 101 — Mechanics Lien coverage; and, ALTA Form 3.1 — Zoning, improved land endorsement. 4.1.12 4.1.16 A soil report on the PROPERTY certified by a registered engineer including structural design recommendations in form and substance satisfactory to the BANK. Such report shall include soil borings and geo-technical analyses. 4.1.13 A Phase I Environmental Report of the PROPERTY, as well as any subsequent Limited Environmental Site Assessments issued prior to CLOSING, all in form and content reasonably satisfactory to the BANK. 4.1.14 Copies of all PERMITS from the applicable regulatory agencies from whom a permit or license is required. 4.1.15 Copies of documents from the appropriate state, federal, city or county authority having jurisdiction over the PROPERTY and the PROJECT that provide to the reasonable satisfaction of the BANK that the PROJECT when constructed in accordance with the PLANS will comply in all material respects with all applicable ordinances, zoning, subdivision, platting, environmental and land use requirements, without special variance or exception, and such other evidence as the BANK shall reasonably request to establish that the PROJECT and the contemplated use thereof are permitted by and comply in all material respects with all applicable use or other restrictions and requirements in prior conveyances, zoning ordinances, environmental laws and regulations, water shed district regulations and all other applicable laws or regulations, and governmental authorities having jurisdiction over the PROJECT. BORROWER is not required to obtain advance confirmation from any governmental body that the PROJECT will comply with such ordinances, regulations and requirements. 4.1.16 Copies of certificates of insurance demonstrating the types, levels, deductibles, endorsements and other coverage parameter issues to the reasonable satisfaction of the BANK for builder’s risk insurance, casualty/commercial general liability insurance, business automobile liability insurance, environmental liability insurance, worker’s compensation insurance, and permanent all risk property insurance thirty days prior to completion of construction, required under Section 6 of this AGREEMENT, with all such insurance in full force and effect and approved by the BANK, in the exercise of its reasonable discretion, and naming BANK as an additional insured and loss payee together with appropriate flood insurance, if the PROPERTY is in a flood hazard area. In addition, BORROWER shall provide to BANK proof of insurance for business interruption/extra expense coverage for six months of operating expenses, and also directors/officers errors and omissions coverage in a minimum amount of $3,000,000.00. 4.1.17 A signed opinion of counsel for the BORROWER, addressed to the BANK and containing customary qualifications, opining that: 1) the BORROWER is duly organized and in good standing in the state of Nebraska; 2) the BORROWER has the corporate power to execute and deliver the LOAN DOCUMENTS to which it is a party and to borrow money and perform in accordance with the terms of such LOAN DOCUMENTS; 3) to the counsel’s knowledge, all actions and consents by BORROWER necessary to the validity of the LOAN DOCUMENTS to which it is a party have been obtained; 4) the LOAN DOCUMENTS to which it is a party have been duly signed and are the valid and binding obligation of the BORROWER and enforceable in accordance with their terms; and 5) to the best of counsel’s knowledge, the LOAN DOCUMENTS to which it is a party and the transactions contemplated there under do not conflict with any provision of the Articles of Organization of BORROWER or its operating agreement, or any agreement binding upon the BORROWER or its properties. 4.1.18 A Certificate of Authority executed by such person or persons authorized by the BORROWER’s organizational documents and/or agreements to do so, certifying the incumbency and signatures of the officers or other persons authorized to execute the LOAN DOCUMENTS to which it is a party, and authorizing the execution of the LOAN DOCUMENTS to which it is a party and performance in accordance with their terms. 4.1.19 A recently certified copy of the BORROWER’s operating agreement, and any amendments, if applicable. 4.1.20 A recently certified copy of the BORROWER’s Articles of Organization and any amendments, if applicable. 4.1.21 A certificate of good standing for the BORROWER from the office of the Nebraska Secretary of State. 4.1.22 (Intentionally left blank) 4.1.23 A copy of any RISK MANAGEMENT CONTRACT together with assignments in favor of BANK in form reasonably satisfactory to BANK. 4.1.24 (Intentionally left blank) 4.1.25 (Intentionally left blank) 4.1.26 Execution and delivery of a master agreement published by the International Swaps and Derivatives Association, Inc. in form acceptable to BANK. 4.1.27 Execution and delivery to BANK of such additional assignments of contracts and agreements, in form reasonably acceptable to BANK, as the BANK may require.

Conditions Precedent to the Initial Disbursement. The obligation of the BANK to make its initial disbursement under the EXPANSION CONSTRUCTION LOAN is subject to the condition precedent that the BORROWER shall be in compliance with the conditions set forth in Section 4.2 of this AGREEMENT and to the further condition precedent that the BANK shall have received on or before the CLOSING all of the following, each dated (unless otherwise indicated) such day, in form and substance reasonably satisfactory to the BANK, unless waived by the BANK: 4.1.1 The CONSTRUCTION NOTE, . duly executed on behalf of the BORROWER. 4.1.2 The DEED OF TRUST and Notice of Commencement, both MORTGAGE duly executed on behalf of the BORROWER. 4.1.3 The ASSIGNMENT OF RENTS, duly executed on behalf of the BORROWER. 4.1.4 (intentionally left blank)The SECURITY AGREEMENT, duly executed on behalf of the BORROWER. 4.1.5 (intentionally left blank)A financing statement or statements sufficient when filed to perfect the security interests granted under the MORTGAGE, the ASSIGNMENT OF RENTS, the SECURITY AGREEMENT, and the ASSIGNMENT OF CONSTRUCTION CONTRACT, to the extent such security interests are capable of being perfected by filing. 4.1.6 A copy of the PLANS, certified by GENERAL CONTRACTOR the ENGINEERING COMPANY and the BORROWER. 4.1.7 The ASSIGNMENT OF DESIGN/BUILD CONSTRUCTION assignment of the DESIGN CONTRACT, duly executed by the BORROWER and consented to by the GENERAL CONTRACTOR and a copy of the DESIGN/BUILD CONSTRUCTION DESIGN CONTRACT, together with the General Conditions of Contract referred to therein. 4.1.8 A total project cost statement on the PROJECT duly executed by the BORROWERBORROWER and the GENERAL CONTRACTOR, setting forth the anticipated total cost of the PROJECT’s ' s completion, and a construction cost statement duly executed by the GENERAL CONTRACTOR, setting forth its anticipated construction costs of the PROJECT, together with any construction budget variance reports then applicable to the PROJECT. 4.1.9 An ALTA (American Land Title Association) Survey of the PROPERTY, prepared at the BORROWER’s 's expense, currently certified by a licensed, registered surveyor and incorporating the legal description of the PROPERTY, showing the location of all points and lines referred to in the legal description, the location of any existing improvements, the proposed location of the PROJECT (including parking) as being within the exterior boundaries of the PROPERTY and in compliance with all applicable building set-back requirements, and the location of all utilities and the location of all easements and encroachments onto or from the PROPERTY that are visible on the PROPERTY, . known to the surveyor preparing the survey or of record, identifying easements of record by recording data, and currently certified by the surveyor that there are no such easements or encroachments upon the PROPERTY except as shown on the survey. 4.1.10 An as built appraisal based upon the PLANS to be performed by Nxxxxxx Natwich Associates Appraisal Services which shows the as-completed value of the PROPERTY and PROJECT addressed to and otherwise acceptable to BANK. 4.1.11 A title binder, issued by Title First of Nebraska, L.L.C., as agent for Old Republic National Title Insurance Company, (the “"TITLE COMPANY”") at BORROWER’s 's expense, constituting a commitment by the TITLE COMPANY to issue a mortgagee’s 's title policy in favor of the BANK as beneficiary mortgagee under the DEED OF TRUSTMORTGAGE, that will be free from all standard exceptions, including mechanics’ ' liens and all other exceptions not previously approved by the BANK and that will insure the DEED OF TRUST MORTGAGE to be a valid first lien on the PROPERTY, and with such endorsements as the BANK may require which shall include but not be limited to the following: ALTA Form 6 — Variable Rate endorsement; FA Form 40 — Environmental endorsement; ALTA Form 9 — Restrictions, Encroachments & Minerals; CLTA Form 103.7 — Street Access endorsement; CLTA Form 103.4 — Access by Easement; CLTA Form 101 — Mechanics Lien coverage; and, ALTA Form 3.1 — Zoning, improved land endorsement. 4.1.12 A soil report on the PROPERTY certified by a registered engineer including structural design recommendations in form and substance satisfactory to the BANK. Such report shall include soil borings and geo-technical analyses. 4.1.13 A Phase I Environmental Report of the PROPERTY, as well as any subsequent Limited Environmental Site Assessments issued prior to CLOSING, all PROPERTY in form and content reasonably satisfactory to the BANK. 4.1.14 A Flood Hazard Determination Form for the PROPERTY, confirming whether or not the parcel is in a flood hazard area and whether or not flood insurance must be obtained. 4.1.15 Copies of all PERMITS from the applicable regulatory agencies from whom a permit or license is required. 4.1.15 4.1.16 Copies of documents from the appropriate state, federal, city or county authority having jurisdiction over the PROPERTY and the PROJECT that provide to the reasonable satisfaction of the BANK that the PROJECT when constructed in accordance with the PLANS will comply in all material respects with all applicable ordinances, zoning, subdivision, platting, environmental and land use requirements, without special variance or exception, and such other evidence as the BANK shall reasonably request to establish that the PROJECT and the contemplated use thereof are permitted by and comply in all material respects with all applicable use or other restrictions and requirements in prior conveyances, zoning ordinances, environmental laws and regulations, water shed district regulations and all other applicable laws or regulations, and governmental authorities having jurisdiction over the PROJECT. BORROWER is not required to obtain advance confirmation from any governmental body that the PROJECT will comply with such ordinances, regulations and requirements. 4.1.16 4.1.17 Copies of certificates the policy of property/casualty insurance demonstrating the types, levels, deductibles, endorsements and other coverage parameter issues to the reasonable satisfaction comprehensive general liability insurance and a certificate of the BANK for builder’s risk insurance, casualty/commercial general liability insurance, business automobile liability insurance, environmental liability insurance, worker’s 's compensation insurance, and permanent all risk property insurance thirty days prior to completion of construction, required under Section 6 6.3 of this AGREEMENT, . with all such insurance in full force and effect and approved by the BANK, in the exercise of its reasonable discretion, and naming BANK as an additional insured and loss payee named insured, together with appropriate flood insurance, if the PROPERTY is in a flood hazard area. In additionNotwithstanding the foregoing, BORROWER shall provide is not required to BANK proof of obtain worker's compensation insurance for business interruption/extra expense coverage for six months of operating expenses, and also directors/officers errors and omissions coverage in a minimum amount of $3,000,000.00until required by Wisconsin law. 4.1.17 4.1.18 A signed opinion of counsel for the BORROWER, addressed to the BANK and containing customary qualificationsBANK, opining that: 1) the BORROWER is duly organized and in good standing in the state of NebraskaWisconsin; 2) the BORROWER is qualified in each state in which it does business and is legally required to be qualified; 3) the BORROWER has the corporate power to execute and deliver the LOAN DOCUMENTS to which it is a party and to borrow money and perform in accordance with the terms of such the LOAN DOCUMENTS; 34) to the counsel’s knowledge, all actions and consents by BORROWER necessary to the validity of the LOAN DOCUMENTS to which it is a party have been obtained; 45) the LOAN DOCUMENTS to which it is a party have been duly signed and are the valid and binding obligation of the BORROWER and enforceable in accordance with their terms; and 56) to the best of counsel’s 's knowledge, the LOAN DOCUMENTS to which it is a party and the transactions contemplated there under thereunder do not conflict with any provision of the Articles of Organization operating agreement of BORROWER or its operating agreement, or any agreement binding upon the BORROWER or its properties. 4.1.18 4.1.19 A Certificate of Authority executed by such person or persons authorized by the BORROWER’s 's organizational documents and/or agreements to do so, . certifying the incumbency and signatures of the officers managers or other persons authorized to execute the LOAN DOCUMENTS to which it is a partyDOCUMENTS, and authorizing the execution of the LOAN DOCUMENTS to which it is a party and performance in accordance with their terms. 4.1.19 4.1.20 A recently certified copy of the BORROWER’s 's operating agreement, and any amendments, if applicable. 4.1.20 4.1.21 A recently certified copy of the BORROWER’s 's Articles of Organization and any amendments, if applicable. 4.1.21 4.1.22 A certificate of good standing for the BORROWER from the office of the Nebraska Wisconsin Secretary of State. 4.1.22 (Intentionally left blank)4.1.23 Proof of injection of equity capital into BORROWER of no less than $18,000,000.00 by BORROWER'S members, and existence of SUBORDINATED DEBT of no less than $5,600,000.00. 4.1.23 4.1.24 A copy of any RISK MANAGEMENT CONTRACT the MARKETING CONTRACTS, together with assignments an assignment in favor of BANK in form reasonably satisfactory to BANK. 4.1.24 (Intentionally left blank) 4.1.25 (Intentionally left blank) 4.1.26 Execution and delivery of a master agreement published by the International Swaps and Derivatives Association, Inc. in form acceptable to BANK. 4.1.27 Execution and delivery to BANK of such additional assignments of contracts and agreements, in form reasonably acceptable to BANK, as the BANK may require.

Conditions Precedent to the Initial Disbursement. The obligation of the BANK to make its initial disbursement under the EXPANSION CONSTRUCTION LOAN is subject to the condition precedent that the BORROWER shall be in compliance with the conditions set forth in Section 4.2 of this AGREEMENT and to the further condition precedent that the BANK shall have received on or before the CLOSING all of the following, each dated (unless otherwise indicated) such day, in form and substance reasonably satisfactory to the BANK, unless waived by the BANK: 4.1.1 The CONSTRUCTION NOTE, duly executed on behalf of the BORROWER. 4.1.2 The DEED OF TRUST and Notice of Commencement, both duly executed on behalf of the BORROWER. 4.1.3 The ASSIGNMENT OF RENTS, duly executed on behalf of the BORROWER. 4.1.4 (intentionally left blank)The SECURITY AGREEMENT, duly executed on behalf of the BORROWER. 4.1.5 (intentionally left blank)A financing statement or statements sufficient when filed to perfect the security interests granted under the DEED OF TRUST, the ASSIGNMENT OF RENTS, the SECURITY AGREEMENT, and the ASSIGNMENT OF DESIGN/BUILD CONSTRUCTION CONTRACT, to the extent such security interests are capable of being perfected by filing. 4.1.6 A copy of the PLANS, certified by GENERAL CONTRACTOR and the BORROWER. 4.1.7 The ASSIGNMENT OF DESIGN/BUILD CONSTRUCTION CONTRACT, duly executed by the BORROWER and consented to by the GENERAL CONTRACTOR and a copy of the DESIGN/BUILD CONSTRUCTION CONTRACT, together with the General Conditions of Contract referred to therein. 4.1.8 A total project cost statement on the PROJECT duly executed by the BORROWER, setting forth the anticipated total cost of the PROJECT’s completion, and a construction cost statement duly executed by the GENERAL CONTRACTOR, setting forth its anticipated construction costs of the PROJECT, together with any construction budget variance reports then applicable to the PROJECT. 4.1.9 An ALTA (American Land Title Association) Survey of the PROPERTY, prepared at the BORROWER’s expense, currently certified by a licensed, registered surveyor and incorporating the legal description of the PROPERTY, showing the location of all points and lines referred to in the legal description, the location of any existing improvements, the proposed location of the PROJECT (including parking) as being within the exterior boundaries of the PROPERTY and in compliance with all applicable building set-back requirements, and the location of all utilities and the location of all easements and encroachments onto or from the PROPERTY that are visible on the PROPERTY, known to the surveyor preparing the survey or of record, identifying easements of record by recording data, and currently certified by the surveyor that there are no such easements or encroachments upon the PROPERTY except as shown on the survey. 4.1.10 An as built appraisal based upon the PLANS to be performed by Nxxxxxx Associates Appraisal Services which shows the as-completed value of the PROPERTY and PROJECT addressed to and otherwise acceptable to BANK. 4.1.11 A title binder, issued by Title First of Nebraska, L.L.C., as agent for Old Republic National Title Insurance Company, (the “TITLE COMPANY”) at BORROWER’s expense, constituting a commitment by the TITLE COMPANY to issue a mortgagee’s title policy in favor of the BANK as beneficiary under the DEED OF TRUST, that will be free from all standard exceptions, including mechanics’ liens and all other exceptions not previously approved by the BANK and that will insure the DEED OF TRUST to be a valid first lien on the PROPERTY, and with such endorsements as the BANK may require which shall include but not be limited to the following: ALTA Form 6 — Variable Rate endorsement; FA Form 40 — Environmental endorsement; ALTA Form 9 — Restrictions, Encroachments & Minerals; CLTA Form 103.7 — Street Access endorsement; CLTA Form 103.4 — Access by Easement; CLTA Form 101 — Mechanics Lien coverage; and, ALTA Form 3.1 — Zoning, improved land endorsement. 4.1.12 A soil report on the PROPERTY certified by a registered engineer including structural design recommendations in form and substance satisfactory to the BANK. Such report shall include soil borings and geo-technical analyses. 4.1.13 A Phase I Environmental Report of the PROPERTY, as well as any subsequent Limited Environmental Site Assessments issued prior to CLOSING, all in form and content reasonably satisfactory to the BANK. 4.1.14 Copies of all PERMITS from the applicable regulatory agencies from whom a permit or license is required. 4.1.15 Copies of documents from the appropriate state, federal, city or county authority having jurisdiction over the PROPERTY and the PROJECT that provide to the reasonable satisfaction of the BANK that the PROJECT when constructed in accordance with the PLANS will comply in all material respects with all applicable ordinances, zoning, subdivision, platting, environmental and land use requirements, without special variance or exception, and such other evidence as the BANK shall reasonably request to establish that the PROJECT and the contemplated use thereof are permitted by and comply in all material respects with all applicable use or other restrictions and requirements in prior conveyances, zoning ordinances, environmental laws and regulations, water shed district regulations and all other applicable laws or regulations, and governmental authorities having jurisdiction over the PROJECT. BORROWER is not required to obtain advance confirmation from any governmental body that the PROJECT will comply with such ordinances, regulations and requirements. 4.1.16 Copies of certificates of insurance demonstrating the types, levels, deductibles, endorsements and other coverage parameter issues to the reasonable satisfaction of the BANK for builder’s risk insurance, casualty/commercial general liability insurance, business automobile liability insurance, environmental liability insurance, worker’s compensation insurance, and permanent all risk property insurance thirty days prior to completion of construction, required under Section 6 of this AGREEMENT, with all such insurance in full force and effect and approved by the BANK, in the exercise of its reasonable discretion, and naming BANK as an additional insured and loss payee together with appropriate flood insurance, if the PROPERTY is in a flood hazard area. In addition, BORROWER shall provide to BANK proof of insurance for business interruption/extra expense coverage for six months of operating expenses, and also directors/officers errors and omissions coverage in a minimum amount of $3,000,000.00. 4.1.17 A signed opinion of counsel for the BORROWER, addressed to the BANK and containing customary qualifications, opining that: 1) the BORROWER is duly organized and in good standing in the state of Nebraska; 2) the BORROWER has the corporate power to execute and deliver the LOAN DOCUMENTS to which it is a party and to borrow money and perform in accordance with the terms of such LOAN DOCUMENTS; 3) to the counsel’s knowledge, all actions and consents by BORROWER necessary to the validity of the LOAN DOCUMENTS to which it is a party have been obtained; 4) the LOAN DOCUMENTS to which it is a party have been duly signed and are the valid and binding obligation of the BORROWER and enforceable in accordance with their terms; and 5) to the best of counsel’s knowledge, the LOAN DOCUMENTS to which it is a party and the transactions contemplated there under do not conflict with any provision of the Articles of Organization of BORROWER or its operating agreement, or any agreement binding upon the BORROWER or its properties. 4.1.18 A Certificate of Authority executed by such person or persons authorized by the BORROWER’s organizational documents and/or agreements to do so, certifying the incumbency and signatures of the officers or other persons authorized to execute the LOAN DOCUMENTS to which it is a party, and authorizing the execution of the LOAN DOCUMENTS to which it is a party and performance in accordance with their terms. 4.1.19 A recently certified copy of the BORROWER’s operating agreement, and any amendments, if applicable. 4.1.20 A recently certified copy of the BORROWER’s Articles of Organization and any amendments, if applicable. 4.1.21 A certificate of good standing for the BORROWER from the office of the Nebraska Secretary of State. 4.1.22 (Intentionally left blank) 4.1.23 A copy of any RISK MANAGEMENT CONTRACT together with assignments in favor of BANK in form reasonably satisfactory to BANK. 4.1.24 (Intentionally left blank) 4.1.25 (Intentionally left blank) 4.1.26 Execution and delivery of a master agreement published by the International Swaps and Derivatives Association, Inc. in form acceptable to BANK. 4.1.27 Execution and delivery to BANK of such additional assignments of contracts and agreements, in form reasonably acceptable to BANK, as the BANK may require.