Common use of Initial Conditions Clause in Contracts

Initial Conditions. No Advance shall be made by any of the Lenders until the following conditions precedent shall have been met to the satisfaction of the Majority Lenders or, as the case may be, waived by all the Majority Lenders: 9.1.1 the Administrative Agent shall have received true and complete copies of the constitutive documents, charter and by-laws (if applicable), resolutions, certificates of incumbency and certificate of good standing or its equivalent from the jurisdiction of incorporation or organization of each of the Credit Parties; 9.1.2 the Administrative Agent shall have received the Guarantee Agreement duly executed by each of the Credit Parties (including, for greater certainty, AcquisitionCo.); 9.1.3 if a Pledge Agreement is required pursuant to the terms of this Agreement, the Administrative Agent shall have received (a) the Pledge Agreement duly executed by AcquisitionCo, (b) evidence of the filing of a UCC-1 Financing Statement in the applicable jurisdiction(s), (c) either (i) a control agreement in form and substance reasonably acceptable to the Administrative Agent duly executed by the Depositary and AcquisitionCo. providing to Collateral Agent “control” of such Capital Securities within the meaning of Articles 8 and 9 of the UCC (it being agreed that if the Depositary is not a securities intermediary as such term is used in the UCC, then sub-paragraph ii) below shall be used) or (ii) a written confirmation from the Depositary that it is not holding and will not hold the Capital Securities of Casey’s as “controlled party” or “bailee” for any Person and a written authenticated record providing an irrevocable direction by AcquisitionCo. to the Depositary directing the Depositary to immediately transfer the Capital Securities of Casey’s held by the Depositary to the securities intermediary that has entered into a control agreement providing Collateral Agent “control” of such Capital Securities within the meaning of Articles 8 and 9 of the UCC (such documents to be in form and substance reasonably acceptable to the Administrative Agent), and (d) the Intercreditor Agreement duly executed by all parties thereto; 9.1.4 the Administrative Agent shall have received a certificate, substantially in the form of the one attached hereto as Schedule “E”, duly executed by one (1) Responsible Officer of each of the Credit Parties; 9.1.5 the Administrative Agent shall have received such portion of the fees and expenses payable or incurred by itself and for the account of each Lender (including legal fees) on or prior to the date of such Advance pursuant to Article 6; 9.1.6 the Administrative Agent shall have received the legal opinions of the Credit Parties’ Counsel, each dated the Closing Date, addressed to the Finance Parties and Lenders’ Counsel, and in form and substance satisfactory to the Administrative Agent including in respect of (a) the Designated Borrower and (b) the perfection of the Liens on, and the control of, the Capital Securities of Casey’s pursuant to the Pledge Agreement; 9.1.7 the Administrative Agent shall have received a Compliance Certificate pro forma giving effect to the Casey’s Acquisition as at the end of the most recent fiscal quarter for which a Compliance Certificate has been delivered pursuant to Section 12.2 and confirming, inter alia, the financial ratios and the absence of Default or Event of Default; 9.1.8 the Administrative Agent shall have received an Officer’s Certificate duly executed by one (1) Responsible Officer of each of the Credit Parties confirming that concurrently with, or, in any event, on the same Business Day as, the first Drawdown, AcquisitionCo. will acquire more than 50% of the Capital Securities of Casey’s, together with a confirmation of the Depositary of the number of Capital Securities of Casey’s tendered; 9.1.9 the Administrative Agent shall have received a copy of the Merger Agreement; 9.1.10 the Administrative Agent shall have received copies of any consents required under the Existing Credit Facilities to complete the Casey’s Acquisition and permit the Xxxxx’x Notes (to the extent the Xxxxx’x Notes will not be repaid concurrently with the first Drawdown); and 9.1.11 all consents and approvals from Governmental Authorities required to be obtained by AcquisitionCo. under applicable Law to complete the Casey’s Acquisition shall have been obtained and remain in full force and effect, except where the failure to obtain and maintain such consents or approvals would not reasonably be expected to have a Material Adverse Effect.

Initial Conditions. No Advance None of the Facilities shall be made by any available for drawing until the satisfaction, in a manner in all respects satisfactory to the Facility Agent, of the Lenders until the following conditions and until delivery to the Facility Agent of the following documents, all in form and substance satisfactory to the Facility Agent: (i) a certified copy of each of the Project Documents, certified in each case by the parties thereto; (ii) a certificate signed by the Borrower certifying that each Project Document to which it is a party is in full force and effect and that all conditions precedent shall to the parties' respective obligations thereunder have been met satisfied (or identifying those conditions which have not yet been satisfied) and that all necessary authorisations of governmental and other authorities to which the parties to such documents are subject have been obtained to such documents and the performance by the parties thereto of their respective obligations thereunder other than registration with the Brazilian Central Bank; (iii) the Security Documents other than the Mortgage and the Deed of Covenants duly executed by the parties thereto; (iv) the documents specified in Clause 7.1 (except those specified in Clause 7.1(iii)); (v) certified copies of the Articles of Incorporation and By-Laws of each of the Security Parties and the certificate of good standing and certificate of incumbency of each of the Security Parties; (vi) a duly certified copy of the resolutions of the Board of Directors, or such other documents evidencing the completion of corporate authorisation procedures (to the satisfaction of the Majority Lenders orFacility Agent) of each of the Security Parties authorising the execution, delivery and performance of each of the Financing Documents to which it is a party and, as the case may be, waived by all including the Majority Lenders: 9.1.1 the Administrative Agent shall have received true incurring of debt obligations hereunder and complete copies of the constitutive documentsthereunder, charter and by-laws (if applicable), resolutions, certificates of incumbency and certificate of good standing or its equivalent from the jurisdiction of incorporation or organization of each of the Credit Parties; 9.1.2 the Administrative Agent shall have received the Guarantee Agreement duly executed by each of the Credit Parties (including, for greater certainty, AcquisitionCo.); 9.1.3 if a Pledge Agreement is required pursuant to upon the terms of hereof and thereof and authorising the person(s) who signed, or will sign, this Agreement, the Administrative Agent Security Documents and all other agreements and documents executed or to be executed pursuant hereto and thereto on behalf of the relevant Security Party to do so, and any power of attorney executed in connection therewith; (vii) specimen signature(s) of the person(s) authorised to execute this Agreement, the Security Documents and all other documents to be provided hereunder or thereunder on behalf of the Security Parties; (viii) a duly certified copy of the shareholder's consent to and approval for the actions taken at the Board of Directors' meeting of the Borrower and the Sister Company to give guarantees in respect of, and to charge their assets as security for, each other's liabilities to the Secured Parties under the Financing Documents and the Sister Company Financing Documents; (ix) certified copies of all governmental approvals, authorisations, consents, registrations and confirmations, if any, with respect to this Agreement and the Security Documents shall have been received (a) the Pledge Agreement duly executed by AcquisitionCo, (b) evidence of the filing of a UCC-1 Financing Statement in the applicable jurisdiction(s), (c) either (i) a control agreement in form and substance reasonably acceptable to the Administrative Agent duly executed by the Depositary and AcquisitionCo. providing to Collateral Facility Agent “control” of such Capital Securities within other than registration with the meaning of Articles 8 and 9 of the UCC Brazilian Central Bank; (it being agreed that if the Depositary is not a securities intermediary as such term is used in the UCC, then sub-paragraph ii) below shall be used) or (iix) a written confirmation from each of the Depositary that it is not holding agents for service of process appointed by the Borrower pursuant to this Agreement and will not hold the Capital Securities of Casey’s as “controlled party” or “bailee” for any Person and Security Documents irrevocably accepting such appointment shall have been received by the Lender; (xi) a written authenticated record providing an irrevocable direction by AcquisitionCo. legal opinion from the English legal advisers to the Depositary directing Agents and the Depositary to immediately transfer the Capital Securities of Casey’s held by the Depositary to the securities intermediary that has entered into Initial Lenders in a control agreement providing Collateral Agent “control” of such Capital Securities within the meaning of Articles 8 and 9 of the UCC (such documents to be in form and substance reasonably acceptable to the Administrative Facility Agent); (xii) a legal opinion from Higgs & Johnson, Bahamian counsel to the Agents and the Inxxxxx Lexxxxx, in a form acceptable to the Facility Agent; (dxiii) a legal opinion from Tozzini Freise Teixeira e Silva, Brazilian counsel to the Agents axx xxx Xxxxxxx Lenxxxx, in a form acceptable to the Facility Agent; (xiv) a legal opinion from Dancia Penn & Co, British Virgin Islands counsel to the Agxxxx xxx xxe Initial Lenders, in a form acceptable to the Facility Agent; (xv) a legal opinion from Kim & Chang, Korean counsel to the Agents and the Initial Xxxderx, xx a form acceptable to the Facility Agent; (xvi) legal opinions from Baker & Botts LLP and from [name of Louisiana Counsel], UX xxxnsex xx the Agents and the Initial Lenders, in a form acceptable to the Facility Agent; (xvii) a legal opinion from Zevan & Associates, Netherlands Antilles Counsel to the Agents and the Initial Lenders, in a form acceptable to the Facility Agent; (xviii) a legal opinion from Nauta Dutilh, Netherlands Counsel to the Agents and the Ixxxxxl Lenders, in a form acceptable to the Facility Agent; (xix) a legal opinion from Kleinberg Kaplan Wolff and Cohen, New York Counsel to the Xxxxxx xnx xxx Ixxxxxl Lenxxxx, in a form acceptable to the Facility Agent; (xx) a legal opinion from Maples and Calder, Cayman Islands, Counsel to the Agents xxx xxe Initial Lenders, in a form acceptable to the Facility Agent; (xxi) the Intercreditor Bridging Loan Agreement having been duly executed in the approved form and having become unconditional in accordance with its terms; (xxii) the Additional Funding and Guarantee Agreement in the approved form having been duly executed by all the parties theretothereto and having become unconditional in accordance with its terms; 9.1.4 the Administrative Agent shall have received (xxiii) a certificate, substantially letter from Petrobras in the approved form regarding the delivery and acceptance of the one attached hereto as Schedule “E”Rig under the Charterparty; (xxiv) the completion of all filings, duly executed by one (1) Responsible Officer registration or recordings of each all of the Credit Parties;Security Documents required by the laws of any applicable jurisdiction; and 9.1.5 the Administrative Agent shall have received such portion of the fees and expenses payable or incurred by itself and for the account of each Lender (including legal feesxxv) on or prior to the date of such Advance pursuant to Article 6; 9.1.6 the Administrative Agent shall have received the legal opinions of the Credit Parties’ Counsel, each dated the Closing Date, addressed to the Finance Parties and Lenders’ Counsel, and in form and substance evidence satisfactory to the Administrative Facility Agent including in respect of (a) that the Designated Borrower and (b) Rig Construction Contract, the perfection of the Liens on, Charterparty and the control of, the Capital Securities of Casey’s pursuant to the Pledge Agreement; 9.1.7 the Administrative Agent shall have received a Compliance Certificate pro forma giving effect to the Casey’s Acquisition as at the end of the most recent fiscal quarter for which a Compliance Certificate has been delivered pursuant to Section 12.2 and confirming, inter alia, the financial ratios and the absence of Default or Event of Default; 9.1.8 the Administrative Agent shall have received an Officer’s Certificate duly executed by one (1) Responsible Officer of each of the Credit Parties confirming that concurrently with, or, in any event, on the same Business Day as, the first Drawdown, AcquisitionCo. will acquire more than 50% of the Capital Securities of Casey’s, together with a confirmation of the Depositary of the number of Capital Securities of Casey’s tendered; 9.1.9 the Administrative Agent shall have received a copy of the Merger Agreement; 9.1.10 the Administrative Agent shall have received copies of any consents required under the Existing Credit Facilities to complete the Casey’s Acquisition and permit the Xxxxx’x Notes (to the extent the Xxxxx’x Notes will not be repaid concurrently with the first Drawdown); and 9.1.11 all consents and approvals from Governmental Authorities required to be obtained by AcquisitionCo. under applicable Law to complete the Casey’s Acquisition shall have been obtained and remain Services Rendering Contract are in full force and effect, except where the failure to obtain and maintain such consents or approvals would not reasonably be expected to have a Material Adverse Effect.

Initial Conditions. No Advance shall be made by any This Agreement, including the obligation of the Lenders Original Lender to make the Loan, shall not become effective until the date (the “Closing Date”), which shall in no circumstances be later than [*] on which each of the following conditions precedent shall have been met is satisfied or provided for in a manner reasonably satisfactory to the satisfaction of the Majority Lenders orAdministrative Agent, as the case may be, or duly waived by all the Majority Lenders:in writing in accordance with Section 11.2: [*] Confidential treatment requested. 9.1.1 the (a) The Administrative Agent shall have received true and complete copies executed counterparts of (i) this Agreement, (ii) if requested on or prior to the Closing Date, a Note executed by the Borrower in favor of the constitutive documentsOriginal Lender, charter and by-laws (iii) each Collateral Document required to be executed on the Closing Date in connection with the grant and perfection of a first priority security interest in the Collateral, duly executed by the applicable Loan Parties, together with (to the extent permitted by law) evidence that all other actions, recordings and filings (including FAA registry filings, if applicable)any) that the Administrative Agent may deem reasonably necessary in connection with the grant and perfection of a first priority security interest in the Collateral shall have been taken, resolutions, certificates of incumbency and certificate of good standing completed or its equivalent from otherwise provided for in a manner reasonably satisfactory to the jurisdiction of incorporation or organization of each of the Credit Parties;Administrative Agent. 9.1.2 the (b) The Administrative Agent shall have received the Guarantee Organization Documents, board and (if required locally) shareholder resolutions and any other usual corporate and closing documentation for the Borrower and each other Loan Party, in form and substance reasonably satisfactory to it. (c) The Administrative Agent shall have received such certificates or resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent 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 duly executed by each and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date. (d) The Administrative Agent shall have received an opinion from (i) Hxxxxx Hxxxxxx & Rxxx LLP, New York counsel to the Loan Parties, substantially in the form of Exhibit A-1, and (ii) Mxxxxxx X. Xxxxx, General Counsel of the Credit Parties Borrower. (includinge) The Administrative Agent shall have received payment instructions in the agreed form (including authorization for the Administrative Agent to deduct any Fees and expenses then due and payable from the drawdown of the Loan). (f) Neither the Parent Guarantor nor any Borrower Group Member shall have any Indebtedness or preferred equity other than as set forth in the Pro Forma Financial Statements (except, for greater certaintyin the case of the Parent Guarantor, AcquisitionCo.); 9.1.3 if a Pledge Agreement is to the extent not material) and no default shall exist under any material Indebtedness of the Parent Guarantor and its Subsidiaries, including each Borrower Group Member. The Administrative Agent shall have received reasonably satisfactory evidence of repayment or discharge of all Indebtedness required to be repaid or discharged on or before the Closing Date pursuant to the terms plan of this Agreementreorganization approved in connection with the Cases and the discharge (or the making of arrangements for discharge) of all Liens other than Liens permitted to remain outstanding under the Loan Documents. (g) Each of the financings relating to the Airbus aircraft bearing manufacturer serial numbers 1660, 1939, 2017, 2051 and 2518 shall have been reinstated on or prior to the Closing Date. (h) The Administrative Agent shall have received and acting reasonably shall be satisfied with (i) a pro forma consolidated balance sheet and related statements of income and cash flows for the Borrower and for the Parent Guarantor (the “Pro Forma Financial Statements”), as well as pro forma levels of EBITDA (“Pro Forma EBITDA”), for the [*] fiscal year and for the latest four-quarter and twelve-month period ending [*], in each case after giving effect to the Transactions, and (ii) forecasts of the financial performance of the Parent Guarantor and its Subsidiaries, including each Borrower Group Member, (x) on an annual basis, through [*] and (y) on a quarterly basis, through [*] (together, the “Initial Projections”). (i) The Parent Guarantor and its Subsidiaries and the transactions contemplated by the Loan Documents shall be in compliance, in all material respects, with all applicable Laws, including all applicable Environmental Laws. All necessary governmental and material third party approvals in connection with the Loan Documents shall have been obtained and shall be in effect. (j) If the Closing Date does not occur on or before [*], the Administrative Agent shall have received (a) the Pledge Agreement duly executed by AcquisitionCo, (b) evidence of the filing an Appraised Value Report current as of a UCC-1 Financing Statement in date not earlier than 10 days prior to the Closing Date. (k) The Loan Parties shall have provided the documentation and other information to the Original Lender that is required by regulatory authorities under applicable jurisdiction(s)“know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act. (cl) either All costs, Fees, expenses (iincluding, without limitation, reasonable legal fees and expenses and the fees and expenses of appraisers) a control agreement in form and substance reasonably acceptable other compensation payable to the Administrative Agent duly executed and the Original Lender, as applicable, by the Depositary and AcquisitionCo. providing Borrower under the Loan Documents shall have been paid to Collateral the extent due, with respect to which the Borrower shall have received reasonably detailed invoices therefor at least [*] Business Days prior to the Closing Date. (m) The Administrative Agent “control” of such Capital Securities within the meaning of Articles 8 and 9 of the UCC (it being agreed that if the Depositary is not a securities intermediary as such term is used in the UCC, then sub-paragraph ii) below shall be usedsatisfied, acting reasonably, with all labor, pension, regulatory, health and safety, environmental, litigation, accounting and tax matters relating to each Borrower Group Member. (n) or (ii) a written confirmation from the Depositary that it is not holding and will not hold the Capital Securities of Casey’s as “controlled party” or “bailee” for any Person and a written authenticated record providing an irrevocable direction by AcquisitionCo. to the Depositary directing the Depositary to immediately transfer the Capital Securities of Casey’s held by the Depositary to the securities intermediary that has entered into a control agreement providing Collateral Agent “control” of such Capital Securities within the meaning of Articles 8 and 9 of the UCC (such documents to be in form and substance reasonably acceptable to the Administrative Agent)No change shall have occurred since [*], and (d) the Intercreditor Agreement duly executed no additional information shall have been disclosed to or discovered by all parties thereto; 9.1.4 the Administrative Agent shall have received a certificate, substantially in the form of the one attached hereto as Schedule “E”, duly executed by one (1) Responsible Officer of each of the Credit Parties; 9.1.5 the Administrative Agent shall have received such portion of the fees and expenses payable or incurred by itself and for the account of each Lender (including legal fees) on or prior to the date of such Advance pursuant Closing Date (including, without limitation, information contained in any financial statements, review or report required to Article 6; 9.1.6 be provided to it in connection herewith), which the Administrative Agent shall have received the legal opinions of the Credit Parties’ Counseldetermines, each dated the Closing Dateacting reasonably, addressed to the Finance Parties and Lenders’ Counsel, and in form and substance satisfactory to the Administrative Agent including in respect of (a) the Designated Borrower and (b) the perfection of the Liens on, and the control of, the Capital Securities of Casey’s pursuant to the Pledge Agreement; 9.1.7 the Administrative Agent shall have received a Compliance Certificate pro forma giving effect to the Casey’s Acquisition as at the end of the most recent fiscal quarter for which a Compliance Certificate has been delivered pursuant to Section 12.2 and confirming, inter alia, the financial ratios and the absence of Default had or Event of Default; 9.1.8 the Administrative Agent shall have received an Officer’s Certificate duly executed by one (1) Responsible Officer of each of the Credit Parties confirming that concurrently with, or, in any event, on the same Business Day as, the first Drawdown, AcquisitionCo. will acquire more than 50% of the Capital Securities of Casey’s, together with a confirmation of the Depositary of the number of Capital Securities of Casey’s tendered; 9.1.9 the Administrative Agent shall have received a copy of the Merger Agreement; 9.1.10 the Administrative Agent shall have received copies of any consents required under the Existing Credit Facilities to complete the Casey’s Acquisition and permit the Xxxxx’x Notes (to the extent the Xxxxx’x Notes will not be repaid concurrently with the first Drawdown); and 9.1.11 all consents and approvals from Governmental Authorities required to be obtained by AcquisitionCo. under applicable Law to complete the Casey’s Acquisition shall have been obtained and remain in full force and effect, except where the failure to obtain and maintain such consents or approvals would not could reasonably be expected to have a Material Adverse Effect. (o) No material adverse change or material disruption shall have occurred on or prior to the Closing Date in the financial, banking or capital markets generally (including, without limitation, the markets for loans to or debt securities issued by companies similar to the Parent Guarantor and the Borrower), which in the reasonable judgment of the Administrative Agent has had or could reasonably be expected to have a material adverse effect on the Facility. [*] Confidential treatment requested.

Initial Conditions. No Bank shall have no obligation to make the initial Advance shall be made by any until each of the Lenders until the following conditions precedent shall have (each an “Initial Condition”) has been met to the satisfaction of the Majority Lenders or, as the case may be, waived by all the Majority Lenderssatisfied: 9.1.1 the Administrative Agent shall have received true and complete copies of the constitutive documents, charter and by-laws (if applicable), resolutions, certificates of incumbency and certificate of good standing or its equivalent from the jurisdiction of incorporation or organization of each of the Credit Parties;a) Receipt by Bank of: 9.1.2 the Administrative Agent shall have received the Guarantee Agreement duly executed by each of the Credit Parties (including, for greater certainty, AcquisitionCo.); 9.1.3 if a Pledge Agreement is required pursuant to the terms i) Executed originals of this Agreement, the Administrative Agent shall have received (a) Security Documents, the Pledge Agreement duly executed Guaranty, and any other Loan Document required by AcquisitionCoBank, (b) evidence of the filing of a UCC-1 Financing Statement in the applicable jurisdiction(s), (c) either (i) a control agreement all in form and substance reasonably acceptable content satisfactory to the Administrative Agent duly executed by the Depositary and AcquisitionCo. providing to Collateral Agent “control” of such Capital Securities within the meaning of Articles 8 and 9 of the UCC (it being agreed that if the Depositary is not a securities intermediary as such term is used in the UCC, then sub-paragraph ii) below shall be used) or Bank. (ii) All evidence of insurance, and if required by Bank, copies of all leases covering any real property leased by a written confirmation from the Depositary that it is not holding Borrower as lessee. (iii) All organizational documents, resolutions, authorizations and will not hold the Capital Securities of Casey’s as “controlled party” or “bailee” for any Person and a written authenticated record providing an irrevocable direction by AcquisitionCo. information Bank requests relating to the Depositary directing authority for and validity of this Agreement and the Depositary other Loan Documents, the due organization, valid existence, qualification to immediately transfer the Capital Securities of Casey’s held by the Depositary to the securities intermediary that has entered into a control agreement providing Collateral Agent “control” of such Capital Securities within the meaning of Articles 8 do business and 9 good standing of the UCC Loan Parties, and any other related matters. (such iv) Such additional documents to be and information (including, if required by Bank, attorney opinion letters) as Bank reasonably requires, each in form and substance reasonably acceptable content satisfactory to the Administrative Agent)Bank, and evidence that each Loan Party has satisfied such additional requirements, as Bank reasonably requires. (dv) the Intercreditor Agreement duly executed by all parties thereto; 9.1.4 the Administrative Agent shall have received a certificate, substantially in the form of the one attached hereto as Schedule “E”, duly executed by one (1) Responsible Officer of each of the Credit Parties; 9.1.5 the Administrative Agent shall have received such portion of the All fees and expenses payable or incurred by itself and for the account of each Lender (including legal fees) on or required to have been paid prior to the date of such initial Advance pursuant to Article 6;hereunder, if any. 9.1.6 the Administrative Agent shall have received the legal opinions of the Credit Parties’ Counsel, each dated the Closing Date, addressed to the Finance Parties and Lenders’ Counsel, and (vi) An executed Lithia Intercreditor Agreement in form and substance satisfactory to the Administrative Agent including in respect of (a) the Designated Borrower and Bank. (b) Bank has a valid and perfected security interest in the Collateral, subject only to Permitted Liens (defined below) and has received satisfactory evidence of perfection and the priority of its security interest, including without limitation such Uniform Commercial Code and other searches, signed termination statements and other filings as it deems appropriate. (c) Bank has conducted such audits of the Liens on, and the control ofCollateral as it requires, the Capital Securities results of Casey’s pursuant which are satisfactory to the Pledge Agreement;Bank. 9.1.7 the Administrative Agent shall have received a Compliance Certificate pro forma giving effect to the Casey’s Acquisition as at the end of the most recent fiscal quarter for which a Compliance Certificate (d) Bank has been delivered pursuant to Section 12.2 and confirming, inter alia, the financial ratios and the absence of Default or Event of Default; 9.1.8 the Administrative Agent shall have received an Officer’s Certificate duly executed by one (1) Responsible Officer of each of the Credit Parties confirming that concurrently with, or, in any event, on the same Business Day as, the first Drawdown, AcquisitionCo. will acquire more than 50% of the Capital Securities of Casey’s, together with a confirmation of the Depositary of the number of Capital Securities of Casey’s tendered; 9.1.9 the Administrative Agent shall have received a copy of the Merger Agreement; 9.1.10 the Administrative Agent shall have received copies of any consents required under Seller Agreements which it has requested and has received such evidence as it requires that all Seller Agreements which are necessary for the Existing Credit Facilities to complete the Caseyconduct of a Borrower’s Acquisition and permit the Xxxxx’x Notes (to the extent the Xxxxx’x Notes will not be repaid concurrently with the first Drawdown); and 9.1.11 all consents and approvals from Governmental Authorities required to be obtained by AcquisitionCo. under applicable Law to complete the Casey’s Acquisition shall have been obtained and remain business, are in full force and effect. (e) Each Loan Party has satisfied any other requirements reasonably required by Bank. (f) Upon the reasonable request of Bank made at least ten days prior to the closing date, except where each Borrower shall have provided to Bank the failure documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least five days prior to obtain and maintain the closing date. (g) At least five days prior to the closing date, if any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, such consents or approvals would not reasonably be expected Borrower shall deliver a Beneficial Ownership Certification in relation to have a Material Adverse EffectBorrower.

Initial Conditions. No Advance shall be made by any The obligation of the Lenders until Lender to make the initial Loan is subject to the satisfaction (or waiver in accordance with Section 8.02) of each of the following conditions precedent shall have been met to on or before the satisfaction date of the Majority Lenders or, as the case may be, waived by all the Majority Lenderssuch Loan: 9.1.1 the Administrative Agent (a) The Lender (or its counsel) shall have received true and complete copies of the constitutive documents, charter and by-laws (if applicable), resolutions, certificates of incumbency and certificate of good standing or its equivalent from the jurisdiction of incorporation or organization of each of the Credit Parties; 9.1.2 the Administrative Agent shall have received the Guarantee Agreement duly executed by each of the Credit Parties (including, for greater certainty, AcquisitionCo.); 9.1.3 if a Pledge Agreement is required pursuant to the terms of this Agreement, the Administrative Agent shall have received (a) the Pledge Agreement duly executed by AcquisitionCo, (b) evidence of the filing of a UCC-1 Financing Statement in the applicable jurisdiction(s), (c) Borrower either (i) a control agreement counterpart of this Agreement signed on behalf of the Borrower or (ii) written evidence satisfactory to the Lender (which may include telecopy transmission of a signed signature page of this Agreement) that the Borrower has signed a counterpart of this Agreement. (b) The Lender shall have received the Promissory Note signed on behalf of Borrower. (c) The Lender shall have received favorable written opinions (addressed to the Lender) of Edwards & Angell, LLP, counsel for the Borrower, substantially in thx xxxx(s) xxxxxxed hereto as EXHIBIT C. The Borrower hereby requests such counsel to deliver such opinions. (d) The Lender shall have received such documents and certificates as the Lender or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower and each of its Subsidiaries, the authorization of the Financing Transactions and any other legal matters relating to the Borrower and each of its Subsidiaries, the Loan Documents and the Financing Transactions (including, without limitation, if requested by Lender, copies or other evidence of any Licenses and Approvals listed on Schedule 3.07 and copies of any Filings and Notices made or given by or received by the Borrower or any of its Subsidiaries since December 31, 2000 listed on Schedule 3.07), all in form and substance reasonably acceptable satisfactory to the Administrative Agent duly executed by the Depositary Lender and AcquisitionCo. providing to Collateral Agent “control” of such Capital Securities within the meaning of Articles 8 and 9 of the UCC its counsel. (it being agreed that if the Depositary is not a securities intermediary as such term is used in the UCC, then sub-paragraph iie) below shall be used) or (ii) a written confirmation from the Depositary that it is not holding and will not hold the Capital Securities of Casey’s as “controlled party” or “bailee” for any Person and a written authenticated record providing an irrevocable direction by AcquisitionCo. to the Depositary directing the Depositary to immediately transfer the Capital Securities of Casey’s held by the Depositary to the securities intermediary that has entered into a control agreement providing Collateral Agent “control” of such Capital Securities within the meaning of Articles 8 and 9 of the UCC (such documents to be in form and substance reasonably acceptable to the Administrative Agent), and (d) the Intercreditor Agreement duly executed by all parties thereto; 9.1.4 the Administrative Agent The Lender shall have received a certificatecertificate signed by the President or a Vice President or the Financial Officer of the Borrower, substantially confirming that the representations and warranties of the Borrower set forth in the form of the one attached hereto as Schedule “E”, duly executed by one Loan Documents are true and correct and that no Default has occurred and is continuing. (1f) Responsible Officer of each of the Credit Parties; 9.1.5 the Administrative Agent The Lender shall have received such portion of the all fees and expenses other amounts due and payable or incurred by itself and for the account of each Lender (including legal fees) on or prior to the date hereof, including, to the extent invoiced, reimbursement or payment of such Advance pursuant all out-of-pocket expenses required to Article 6;be reimbursed or paid by the Borrower hereunder or under any other Loan Document. 9.1.6 (g) All Licenses and Approvals necessary or, in the Administrative Agent opinion of the Lender, advisable in connection with the Financing Transactions shall have received been obtained, all necessary consents of any other third party shall have been obtained or entered into, and all Filings and Notices necessary or, in the legal opinions opinion of the Credit Parties’ CounselLender, each dated the Closing Dateadvisable shall have been made. (h) An extension, addressed to the Finance Parties and Lenders’ Counsel, and in form and substance satisfactory to the Administrative Agent including in respect of (a) the Designated Borrower and (b) the perfection Lender, of the Liens onClearing Agreement, and the control of, the Capital Securities of Casey’s pursuant to the Pledge Agreement; 9.1.7 the Administrative Agent shall have received a Compliance Certificate pro forma giving effect to the Casey’s Acquisition as at the end of the most recent fiscal quarter for which a Compliance Certificate has been delivered pursuant to Section 12.2 and confirming, inter alia, the financial ratios and the absence of Default or Event of Default; 9.1.8 the Administrative Agent shall have received an Officer’s Certificate duly executed by one (1) Responsible Officer of each of the Credit Parties confirming that concurrently with, or, in any event, on the same Business Day as, the first Drawdown, AcquisitionCo. will acquire more than 50% of the Capital Securities of Casey’s, together with a confirmation of the Depositary of the number of Capital Securities of Casey’s tendered; 9.1.9 the Administrative Agent shall have received a copy of the Merger Agreement; 9.1.10 the Administrative Agent shall have received copies of any consents required under the Existing Credit Facilities to complete the Casey’s Acquisition and permit the Xxxxx’x Notes (to the extent the Xxxxx’x Notes will not be repaid concurrently with the first Drawdown); and 9.1.11 all consents and approvals from Governmental Authorities required to be obtained by AcquisitionCo. under applicable Law to complete the Casey’s Acquisition shall have been obtained executed and remain delivered, and shall be in full force and effect, except where as extended. (i) The Investment Agreement shall be in form and substance satisfactory to the failure Lender and shall have been executed and delivered by the parties thereto. The closing of the First Tranche, and the Borrower shall have received net cash proceeds of not less than $1,500,000 pursuant thereto, shall have occurred. (j) The Borrower, SBI INVESTMENTS and the Lender shall have entered into the Subordination Agreement, and the Lender shall have received favorable written opinions (addressed to obtain the Lender) of Loeb & Loeb LLP, and maintain such consents or approvals would not reasonably be expected Hewlett Beck and Arad, each counsel to have a Material Adverse Effect.SBI INVESTMENTS, in the forms attachex xxreto as Exhibit D.

Initial Conditions. No Advance shall be made by any The obligation of IFC to make the first Disbursement is subject to the fulfillment, in a manner satisfactory to IFC, prior to or concurrently with the making of such Disbursement, of the Lenders until following conditions: (a) the following conditions precedent shall Transaction Documents (other than the Transportation Agreement, the Terminalling Agreement and the Sales Contracts), each in form and substance satisfactory to IFC, have been met entered into by all parties to the satisfaction of the Majority Lenders them, have become (or, as the case may be, waived remain) unconditional, fully effective and enforceable in accordance with their respective terms (except for this Agreement having become unconditional and fully effective, if that is a condition of any of them) and, if IFC requires, IFC has received a copy of each Transaction Document to which it is not a party, certified by all the Majority Lenders: 9.1.1 the Administrative Agent shall have received true an Authorized Person as a true, correct and complete copies copy; (b) IFC has entered into Participation Agreements with Participants for the acquisition by them of Participations in an aggregate amount equal to the full amount of the constitutive documents, charter B Loan and by-laws those commitments are unconditional and in full force and effect; 52 (if applicable), resolutions, certificates c) arrangements satisfactory to IFC have been made with respect to the installation and operation of incumbency an accounting and certificate of good standing or its equivalent from the jurisdiction of incorporation or organization of each cost control system and a management information system satisfactory to IFC; (d) IFC has received a copy of the Credit Parties; 9.1.2 authorization to the Administrative Agent shall have received the Guarantee Agreement duly executed by each of the Credit Parties Auditors referred to in Section 6.01 (including, for greater certainty, AcquisitionCo.h); 9.1.3 if (e) the Operating Company has insured its properties and business in accordance with Section 6.04 and Borrower has provided to IFC copies of all insurance policies required to be in force as at the date of such Disbursement together with a Pledge Agreement is required pursuant certificate of the Operating Company's insurer indicating the properties insured, amounts and risks covered, names of the beneficiaries and loss payees, names of the insurers and special features of such policies confirming that such policies are in effect and satisfy the requirements of Section 6.04; (f) the Certificate of Incorporation and By-laws of the Borrower are in full force and effect and have not changed from the most recent certified copies thereof previously delivered to IFC; (g) the Security has been duly created and perfected under applicable law (where permitted by applicable law) as first ranking security interests in all assets subject to the terms Security Documents (subject to any Permitted Liens) and, without limitation to the foregoing, the Borrower has duly authorized, executed and delivered or, as the case may be, provided: (i) acknowledgment copies of proper Uniform Commercial Code financing statements or other instruments duly filed under applicable law of each jurisdiction as may be necessary or, in the reasonable opinion of IFC, desirable, to perfect the security interests purported to be created by the Security Documents; (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Security Documents as may be necessary or, in the reasonable opinion of IFC, desirable, to perfect the security interests purported to be created by the Security Documents; and (iv) evidence that all other actions necessary or, in the reasonable opinion of IFC, desirable, to perfect the security interests purported to be created by the Security Documents have been taken; (h) IFC has received evidence of the establishment of the Retention Account and each sub-account thereof; (i) the Borrower has obtained, or made arrangements satisfactory to IFC for obtaining, all Authorizations and other necessary approvals or consents for: (i) the Loan; (ii) the carrying on of the business of the Borrower as it is presently carried on and is contemplated to be carried on; (iii) the carrying out of the Project and the implementation of the Financial Plan; (iv) the due execution and delivery of, and performance under, the Transaction Documents (other than the Transportation Agreement and the Terminalling Agreement, if any, and the Sales Contracts) by the respective parties thereto, and any documents necessary in their implementation; and (v) the remittance to IFC or its assignee in Dollars of all monies payable in respect of the Transaction Documents; (j) IFC has received a written legal opinion, in form and substance satisfactory to it, by counsel to the Borrower and Phoenix Resource with respect to: (i) the organization, existence and operations of the Borrower, Phoenix Resource and Phoenix International; (ii) the matters referred to in subsections (a), (f), (g) and (i) above with respect to the Borrower, Phoenix Resource and Phoenix International; (iii) the title of the Borrower to, or other interest of the Borrower in, the assets which are the subject of the Security and the title of Phoenix International in the Pledged Shares; (iv) the authorization, execution, validity and enforceability of this Agreement, the Administrative Agent shall have received Security Documents, the other Transaction Documents and any documents in implementation thereof, (av) the Pledge Agreement duly executed by AcquisitionCocompliance with all obligations referred to in Sections 3.15 and 6.05; (vi) the priorities and privileges, if any, that any creditor (bother than IFC) evidence of the filing Borrower, Phoenix Resource and Phoenix International may have by reason of law; and (vii) such other matters relating to the transactions contemplated by this Agreement as IFC reasonably requests; (k) IFC has received a UCC-1 Financing Statement in the applicable jurisdiction(s)written legal opinion or opinions, (c) either (i) a control agreement in form and substance reasonably acceptable satisfactory to it, from Kamel Law Office and White & Case, IFC's special counsel in Egypt and the Administrative Agent duly executed by United States of America, respectively, with respect to: (i) the Depositary validity and AcquisitionCo. providing to Collateral Agent “control” enforceability of such Capital Securities within this Agreement, the meaning Security Documents, the other Transaction Documents and any documents in implementation of Articles 8 and 9 any of the UCC (it being agreed that if the Depositary is not a securities intermediary as such term is used in the UCC, then sub-paragraph ii) below shall be used) or them; (ii) a written confirmation from the Depositary matters referred to in subsections (g) and (i) above; 55 (xxx) the compliance with all obligations referred to in Sections 3.15 and 6.05; (iv) the priorities or privileges, if any, that it is not holding and will not hold creditors of the Capital Securities Borrower, other than IFC, may have by reason of Casey’s as “controlled party” or “bailee” for any Person and a written authenticated record providing an irrevocable direction by AcquisitionCo. law; and (v) such other matters relating to the Depositary directing the Depositary to immediately transfer the Capital Securities of Casey’s held transactions contemplated by the Depositary to the securities intermediary that this Agreement as IFC reasonably requests; (l) IFC has entered into a control agreement providing Collateral Agent “control” of such Capital Securities within the meaning of Articles 8 and 9 received: (i) reimbursement of the UCC fees and expenses of IFC's counsel described in Section 8.03; and (such documents ii) the fees specified in Section 3.08 required to be in form and substance reasonably acceptable paid on or before the date of the first Disbursement; (m) arrangements satisfactory to IFC have been made for appointment of an agent for service of process by each of the Administrative Agent)Borrower, Phoenix Resource, and (dPhoenix International pursuant to Section 8.06(c) and the Intercreditor Agreement duly executed by all parties theretoSecurity Documents, as the case may be; 9.1.4 the Administrative Agent shall have (n) IFC has received a certificatecertificate of incumbency and authority, substantially in the form of Schedule 3, evidencing the one attached hereto as Schedule “E”authority of the Authorized Persons who will, duly on behalf of the Borrower, sign the requests and certifications provided for in this Agreement, or take any other action or execute any other document required or permitted to be taken or executed by one (1) Responsible Officer of each of the Credit Parties; 9.1.5 the Administrative Agent shall have received such portion of the fees and expenses payable or incurred by itself and for the account of each Lender (including legal fees) on or prior to the date of such Advance pursuant to Article 6; 9.1.6 the Administrative Agent shall have received the legal opinions of the Credit Parties’ Counsel, each dated the Closing Date, addressed to the Finance Parties and Lenders’ Counsel, and in form and substance satisfactory to the Administrative Agent including in respect of (a) the Designated Borrower and (b) the perfection of the Liens onunder this Agreement, and the control of, the Capital Securities authenticated specimen signature of Casey’s pursuant to the Pledge Agreementeach such person; 9.1.7 (o) IFC has received certification from the Administrative Agent shall have received a Compliance Certificate pro forma giving effect to Borrower that the Casey’s Acquisition as at the end of the most recent fiscal quarter for which a Compliance Certificate has been delivered pursuant to Section 12.2 and confirming, inter alia, the financial ratios and the absence of Default or Event of Default; 9.1.8 the Administrative Agent shall have received an Officer’s Certificate duly executed by one (1) Responsible Officer of each of the Credit Parties confirming that concurrently with, or, Project is in any event, on the same Business Day as, the first Drawdown, AcquisitionCo. will acquire more than 50% of the Capital Securities of Casey’s, together with a confirmation of the Depositary of the number of Capital Securities of Casey’s tendered; 9.1.9 the Administrative Agent shall have received a copy of the Merger Agreement; 9.1.10 the Administrative Agent shall have received copies of any consents required under the Existing Credit Facilities to complete the Casey’s Acquisition and permit the Xxxxx’x Notes (to the extent the Xxxxx’x Notes will not be repaid concurrently compliance with the first Drawdown)Environmental Requirements; and 9.1.11 (p) IFC has received all consents certificates evidencing the Pledged Shares duly executed in blank and approvals from Governmental Authorities required to be obtained with a stock power attached thereto duly executed in blank in each case executed by AcquisitionCo. under applicable Law to complete the Casey’s Acquisition shall have been obtained and remain in full force and effect, except where the failure to obtain and maintain such consents or approvals would not reasonably be expected to have a Material Adverse Effectan Authorized Person of Phoenix International.

Initial Conditions. No Advance None of the Facilities shall be made by any available for drawing until the satisfaction, in a manner in all respects satisfactory to the Facility Agent, of the Lenders until the following conditions and until delivery to the Facility Agent of the following documents, all in form and substance satisfactory to the Facility Agent: (i) a certified copy of each of the Project Documents, certified in each case by the parties thereto; (ii) a certificate signed by the Borrower certifying that each Project Document to which it is a party is in full force and effect and that all conditions precedent shall to the parties' respective obligations thereunder have been met satisfied (or identifying those conditions which have not yet been satisfied) and that all necessary authorisations of governmental and other authorities to which the parties to such documents are subject have been obtained to such documents and the performance by the parties thereto of their respective obligations thereunder other than registration with the Brazilian Central Bank; (iii) the Security Documents other than the Mortgage and the Deed of Covenants duly executed by the parties thereto; (iv) the documents specified in Clause 7.1 (except those specified in Clause 7.1(ii)); (v) certified copies of the Articles of Incorporation and By-Laws of each of the Security Parties and the certificate of good standing and certificate of incumbency of each of the Security Parties; (vi) a duly certified copy of the resolutions of the Board of Directors, or such other documents evidencing the completion of corporate authorisation procedures (to the satisfaction of the Majority Lenders orFacility Agent) of each of the Security Parties authorising the execution, delivery and performance of each of the Financing Documents to which it is a party and, as the case may be, waived by all including the Majority Lenders: 9.1.1 the Administrative Agent shall have received true incurring of debt obligations hereunder and complete copies of the constitutive documentsthereunder, charter and by-laws (if applicable), resolutions, certificates of incumbency and certificate of good standing or its equivalent from the jurisdiction of incorporation or organization of each of the Credit Parties; 9.1.2 the Administrative Agent shall have received the Guarantee Agreement duly executed by each of the Credit Parties (including, for greater certainty, AcquisitionCo.); 9.1.3 if a Pledge Agreement is required pursuant to upon the terms of hereof and thereof and authorising the person(s) who signed, or will sign, this Agreement, the Administrative Agent Security Documents and all other agreements and documents executed or to be executed pursuant hereto and thereto on behalf of the relevant Security Party to do so, and any power of attorney executed in connection therewith; (vii) specimen signature(s) of the person(s) authorised to execute this Agreement, the Security Documents and all other documents to be provided hereunder or thereunder on behalf of the Security Parties; (viii) a duly certified copy of the shareholder's consent to and approval for the actions taken at the Board of Directors' meeting of the Borrower and the Sister Company to give guarantees in respect of, and to charge their assets as security for, each other's liabilities to the Secured Parties under the Financing Documents and the Sister Company Financing Documents; (ix) certified copies of all governmental approvals, authorisations, consents, registrations and confirmations, if any, with respect to this Agreement and the Security Documents shall have been received (a) the Pledge Agreement duly executed by AcquisitionCo, (b) evidence of the filing of a UCC-1 Financing Statement in the applicable jurisdiction(s), (c) either (i) a control agreement in form and substance reasonably acceptable to the Administrative Agent duly executed by the Depositary and AcquisitionCo. providing to Collateral Facility Agent “control” of such Capital Securities within other than registration with the meaning of Articles 8 and 9 of the UCC Brazilian Central Bank; (it being agreed that if the Depositary is not a securities intermediary as such term is used in the UCC, then sub-paragraph ii) below shall be used) or (iix) a written confirmation from each of the Depositary that it is not holding agents for service of process appointed by the Borrower pursuant to this Agreement and will not hold the Capital Securities of Casey’s as “controlled party” or “bailee” for any Person and Security Documents irrevocably accepting such appointment shall have been received by the Lender; (xi) a written authenticated record providing an irrevocable direction by AcquisitionCo. legal opinion from the English legal advisers to the Depositary directing Agents and the Depositary to immediately transfer the Capital Securities of Casey’s held by the Depositary to the securities intermediary that has entered into Initial Lenders in a control agreement providing Collateral Agent “control” of such Capital Securities within the meaning of Articles 8 and 9 of the UCC (such documents to be in form and substance reasonably acceptable to the Administrative Facility Agent); (xii) a legal opinion from Higgs & Johnson, Bahamian counsel to the Agents and the Inxxxxx Lexxxxx, in a form acceptable to the Facility Agent; (dxiii) a legal opinion from Tozzini Freise Teixeira e Silva, Brazilian counsel to the Agents axx xxx Xxxxxxx Lenxxxx, in a form acceptable to the Facility Agent; (xiv) a legal opinion from Dancia Penn & Co, British Virgin Islands counsel to the Agxxxx xxx xxe Initial Lenders, in a form acceptable to the Facility Agent; (xv) a legal opinion from Kim & Chang, Korean counsel to the Agents and the Initial Xxxderx, xx a form acceptable to the Facility Agent; (xvi) legal opinions from Baker & Botts LLP and from [name of Louisiana Counsel], US xxxxsel xx xhe Agents and the Initial Lenders, in a form acceptable to the Facility Agent; (xvii) a legal opinion from Zevan & Associates, Netherlands Antilles Counsel to the Agents and the Initial Lenders, in a form acceptable to the Facility Agent; (xviii) a legal opinion from Nauta Dutilh, Netherlands Counsel to the Agents and the Inxxxxx Lenders, in a form acceptable to the Facility Agent; (xix) a legal opinion from Kleinberg Kaplan Wolff and Cohen, New York Counsel to the Xxxxxx xxd xxx Xnxxxxx Lendxxx, in a form acceptable to the Facility Agent; (xx) a legal opinion from Maples and Calder, Cayman Islands, Counsel to the Agents axx xxx Initial Lenders, in a form acceptable to the Facility Agent; (xxi) the Intercreditor Sister Company Financing Documents having been duly executed and having become unconditional in accordance with their terms; (xxii) the Bridging Loan Agreement having been duly executed in the approved form and having become unconditional in accordance with its terms; (xxiii) the Additional Funding and Guarantee Agreement in the approved form having been duly executed by all the parties theretothereto and having become unconditional in accordance with its terms; 9.1.4 the Administrative Agent shall have received (xxiv) a certificate, substantially letter from Petrobras in the approved form regarding the delivery and acceptance of the one attached hereto as Schedule “E”Rig under the Charterparty; (xxv) the completion of all filings, duly executed by one (1) Responsible Officer registration or recordings of each all of the Credit Parties;Security Documents required by the laws of any applicable jurisdiction; and 9.1.5 the Administrative Agent shall have received such portion of the fees and expenses payable or incurred by itself and for the account of each Lender (including legal feesxxvi) on or prior to the date of such Advance pursuant to Article 6; 9.1.6 the Administrative Agent shall have received the legal opinions of the Credit Parties’ Counsel, each dated the Closing Date, addressed to the Finance Parties and Lenders’ Counsel, and in form and substance evidence satisfactory to the Administrative Facility Agent including in respect of (a) that the Designated Borrower and (b) Rig Construction Contract, the perfection of the Liens on, Charterparty and the control of, the Capital Securities of Casey’s pursuant to the Pledge Agreement; 9.1.7 the Administrative Agent shall have received a Compliance Certificate pro forma giving effect to the Casey’s Acquisition as at the end of the most recent fiscal quarter for which a Compliance Certificate has been delivered pursuant to Section 12.2 and confirming, inter alia, the financial ratios and the absence of Default or Event of Default; 9.1.8 the Administrative Agent shall have received an Officer’s Certificate duly executed by one (1) Responsible Officer of each of the Credit Parties confirming that concurrently with, or, in any event, on the same Business Day as, the first Drawdown, AcquisitionCo. will acquire more than 50% of the Capital Securities of Casey’s, together with a confirmation of the Depositary of the number of Capital Securities of Casey’s tendered; 9.1.9 the Administrative Agent shall have received a copy of the Merger Agreement; 9.1.10 the Administrative Agent shall have received copies of any consents required under the Existing Credit Facilities to complete the Casey’s Acquisition and permit the Xxxxx’x Notes (to the extent the Xxxxx’x Notes will not be repaid concurrently with the first Drawdown); and 9.1.11 all consents and approvals from Governmental Authorities required to be obtained by AcquisitionCo. under applicable Law to complete the Casey’s Acquisition shall have been obtained and remain Services Rendering Contract are in full force and effect, except where the failure to obtain and maintain such consents or approvals would not reasonably be expected to have a Material Adverse Effect.

Initial Conditions. No Advance shall be made by any This Agreement, including the obligation of the Lenders Original Lender to make the Loan, shall not become effective until the date (the “Closing Date”), which shall in no circumstances be later than [*], on which each of the following conditions precedent shall have been met is satisfied or provided for in a manner reasonably satisfactory to the satisfaction of the Majority Lenders orAdministrative Agent, as the case may be, or duly waived by all the Majority Lendersin writing in accordance with Section 11.2: 9.1.1 the (a) The Administrative Agent shall have received true and complete copies executed counterparts of (i) this Agreement, (ii) if requested on or prior to the Closing Date, a Note executed by the Borrower in favor of the constitutive documentsOriginal Lender, charter and by-laws (iii) each Collateral Document required to be executed on the Closing Date in connection with the grant and perfection of a first priority security interest in the Collateral, duly executed by the applicable Loan Parties, together with (to the extent permitted by law) evidence that all other actions, recordings and filings (including FAA registry filings, if applicable)any) that the Administrative Agent may deem reasonably necessary in connection with the grant and perfection of a first priority security interest in the Collateral shall have been taken, resolutions, certificates of incumbency and certificate of good standing completed or its equivalent from otherwise provided for in a manner reasonably satisfactory to the jurisdiction of incorporation or organization of each of the Credit Parties;Administrative Agent. 9.1.2 the (b) The Administrative Agent shall have received the Guarantee Agreement duly executed by Organization Documents, board and (if required locally) shareholder resolutions and any other usual corporate and closing documentation for the Borrower and each of the Credit Parties other Loan Party, in form and substance reasonably satisfactory to it. (including, for greater certainty, AcquisitionCo.); 9.1.3 if a Pledge Agreement is required pursuant to the terms of this Agreement, the c) The Administrative Agent shall have received (a) the Pledge Agreement duly executed by AcquisitionCosuch certificates or resolutions or other action, (b) evidence incumbency certificates and/or other certificates of the filing Responsible Officers of a UCC-1 Financing Statement in the applicable jurisdiction(s), (c) either (i) a control agreement in form and substance reasonably acceptable to each Loan Party as the Administrative Agent duly executed by may reasonably require evidencing the Depositary identity, authority and AcquisitionCo. providing capacity of each Responsible Officer thereof authorized to Collateral Agent “control” of act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Capital Securities within the meaning of Articles 8 and 9 of the UCC (it being agreed that if the Depositary Loan Party is not a securities intermediary as such term party or is used in the UCC, then sub-paragraph ii) below shall be used) or (ii) a written confirmation from the Depositary that it is not holding and will not hold the Capital Securities of Casey’s as “controlled party” or “bailee” for any Person and a written authenticated record providing an irrevocable direction by AcquisitionCo. to the Depositary directing the Depositary to immediately transfer the Capital Securities of Casey’s held by the Depositary to the securities intermediary that has entered into a control agreement providing Collateral Agent “control” of such Capital Securities within the meaning of Articles 8 and 9 of the UCC (such documents to be in form and substance reasonably acceptable to a party on the Administrative Agent), and Closing Date. (d) the Intercreditor Agreement duly executed by all parties thereto; 9.1.4 the The Administrative Agent shall have received a certificatean opinion from Xxxxxx Xxxxxxx & Xxxx LLP, special counsel to the Loan Parties, substantially in the form of the one attached hereto as Schedule “E”, duly executed by one Exhibit A. (1e) Responsible Officer of each of the Credit Parties; 9.1.5 the The Administrative Agent shall have received such portion payment instructions in the agreed form (including authorization for the Administrative Agent to deduct any Fees and expenses then due and payable from the drawdown of the fees and expenses payable or incurred by itself and for the account of each Lender Loan). (including legal feesf) on or prior to the date of such Advance pursuant to Article 6; 9.1.6 the The Administrative Agent shall have received and acting reasonably shall be satisfied with (i) the legal opinions consolidated balance sheet and related statements of income and cash flows for the Parent Guarantor for the [*] fiscal year, as set forth in the Parent Guarantor’s Annual Report on Form 10-K for the fiscal year ended [*] filed with the Commission (the “Initial Financial Statements”), as well as a calculation of EBITDA for the [*] fiscal year, and (ii) forecasts of the Credit Parties’ Counsel, each dated the Closing Date, addressed to the Finance Parties and Lenders’ Counsel, and in form and substance satisfactory to the Administrative Agent including in respect of (a) the Designated Borrower and (b) the perfection financial performance of the Liens onParent Guarantor on a monthly basis, through [*] (the “Initial Projections”). (g) The Parent Guarantor and its Subsidiaries and the control oftransactions contemplated by the Loan Documents shall be in compliance, in all material respects, with all applicable Laws, including all applicable Environmental Laws. All necessary governmental and material third party approvals in connection with the Capital Securities of Casey’s pursuant to the Pledge Agreement; 9.1.7 the Administrative Agent Loan Documents shall have received a Compliance Certificate pro forma giving effect to the Casey’s Acquisition as at the end of the most recent fiscal quarter for which a Compliance Certificate has been delivered pursuant to Section 12.2 obtained and confirming, inter alia, the financial ratios and the absence of Default or Event of Default;shall be in effect. 9.1.8 the (h) The Administrative Agent shall have received an Officer’s Certificate duly executed Appraised Value Report current as of a date not earlier than [*] days prior to the Closing Date. (i) The Loan Parties shall have provided the documentation and other information to the Original Lender that is required by one (1) Responsible Officer of each of the Credit Parties confirming that concurrently withregulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, orincluding, in any event, on the same Business Day aswithout limitation, the first DrawdownPatriot Act. (j) All costs, AcquisitionCo. will acquire more than 50% Fees, expenses (including, without limitation, reasonable legal fees and expenses and the fees and expenses of the Capital Securities of Casey’s, together with a confirmation of the Depositary of the number of Capital Securities of Casey’s tendered; 9.1.9 appraisers) and other compensation payable to the Administrative Agent and the Original Lender, as applicable, by the Borrower under the Loan Documents shall have been paid to the extent due, with respect to which the Borrower shall have received a copy of reasonably detailed invoices therefor at least [*] Business Days prior to the Merger Agreement;Closing Date. 9.1.10 (k) The Administrative Agent shall be satisfied, acting reasonably, with all labor, pension, regulatory, health and safety, environmental, litigation, accounting and tax matters relating to each Borrower Group Member. (l) No change shall have occurred [*], and no additional information shall have been disclosed to or discovered by the Administrative Agent shall have received copies of any consents required under the Existing Credit Facilities to complete the Casey’s Acquisition and permit the Xxxxx’x Notes (on or prior to the extent the Xxxxx’x Notes will not be repaid concurrently with the first Drawdown); and 9.1.11 all consents and approvals from Governmental Authorities Closing Date (including, without limitation, information contained in any financial statements, review or report required to be obtained by AcquisitionCo. under applicable Law provided to complete it in connection herewith), which the Casey’s Acquisition shall have been obtained and remain in full force and effectAdministrative Agent determines, except where the failure to obtain and maintain such consents acting reasonably, has had or approvals would not could reasonably be expected to have a Material Adverse Effect. (m) No material adverse change or material disruption shall have occurred since [*] in the financial, banking or capital markets generally (including, without limitation, the markets for loans to or debt securities issued by companies similar to the Parent Guarantor and the Borrower), which in the reasonable judgment of the Administrative Agent has had or could reasonably be expected to have a material adverse effect on the Facility.

Initial Conditions. No Advance shall be made by any The obligation of a Lender to make a Term Loan to Borrower in accordance with the Lenders until the following conditions precedent shall have been met terms hereof, is subject to the satisfaction of the Majority Lenders or, as the case may be, waived by all the Majority Lenders: 9.1.1 the Administrative condition precedent that Borrower deliver to Agent shall have received true and complete copies of the constitutive documents, charter and by-laws (if applicable), resolutions, certificates of incumbency and certificate of good standing or its equivalent from the jurisdiction of incorporation or organization of each of the Credit Parties; 9.1.2 the Administrative Agent shall have received the Guarantee Agreement duly executed by following, each of the Credit Parties (including, for greater certainty, AcquisitionCo.); 9.1.3 if a Pledge Agreement is required pursuant to the terms of this Agreement, the Administrative Agent shall have received (a) the Pledge Agreement duly executed by AcquisitionCo, (b) evidence of the filing of a UCC-1 Financing Statement in the applicable jurisdiction(s), (c) either (i) a control agreement in form and substance reasonably acceptable to the Administrative Agent duly executed by the Depositary and AcquisitionCo. providing to Collateral Agent “control” of such Capital Securities within the meaning of Articles 8 and 9 of the UCC (it being agreed that if the Depositary is not a securities intermediary as such term is used in the UCC, then sub-paragraph ii) below which shall be used) or (ii) a written confirmation from the Depositary that it is not holding and will not hold the Capital Securities of Casey’s as “controlled party” or “bailee” for any Person and a written authenticated record providing an irrevocable direction by AcquisitionCo. to the Depositary directing the Depositary to immediately transfer the Capital Securities of Casey’s held by the Depositary to the securities intermediary that has entered into a control agreement providing Collateral Agent “control” of such Capital Securities within the meaning of Articles 8 and 9 of the UCC (such documents to be in form and substance reasonably acceptable to the Administrative Agent), and (d) the Intercreditor Agreement duly executed by all parties thereto; 9.1.4 the Administrative Agent shall have received a certificate, substantially in the form of the one attached hereto as Schedule “E”, duly executed by one (1) Responsible Officer of each of the Credit Parties; 9.1.5 the Administrative Agent shall have received such portion of the fees and expenses payable or incurred by itself and for the account of each Lender (including legal fees) on or prior to the date of such Advance pursuant to Article 6; 9.1.6 the Administrative Agent shall have received the legal opinions of the Credit Parties’ Counsel, each dated the Closing Date, addressed to the Finance Parties and Lenders’ Counsel, and in form and substance satisfactory to the Administrative Agent including in respect of Agent: (a) counterparts of this Agreement executed by each of the Designated Borrower and parties hereto; (b) Notes executed by Borrower, payable to each Lender; (c) the perfection Guaranty executed by SC Realty Incorporated, Security Capital Holdings S.A. and the Persons identified on Schedule 1.1.; (d) an opinion of Xxxxx, Xxxxx and Xxxxx, counsel to Borrower and Guarantors, and addressed to Agent and Lenders in substantially the form of Exhibit H; (e) an opinion of Xxxxxx & Xxxxxxxxx, local Luxembourg counsel to Security Capital Holdings S.A., regarding such matters of Luxembourg law as Agent may request, including without limitation, the organization of such Guarantor, the authorization, execution and delivery by such Guarantor of the Liens onGuaranty, noncontravention of Luxembourg law, and the control of, the Capital Securities enforcement of Casey’s pursuant to the Pledge Agreementforeign judgments; 9.1.7 (f) the Administrative Agent shall have received articles of incorporation of Borrower certified as of a Compliance Certificate pro forma giving effect to recent date by the Casey’s Acquisition as at the end Secretary of State of the most recent fiscal quarter for which a Compliance Certificate has been delivered pursuant to Section 12.2 and confirming, inter alia, the financial ratios and the absence State of Default or Event of DefaultMaryland; 9.1.8 (g) a Certificate of Good Standing with respect to Borrower issued as of a recent date by the Administrative Agent shall have received an Officer’s Certificate duly executed Secretary of State of the State of Maryland and certificates of qualification to transact business or other comparable certificates with respect to Borrower issued by one each Secretary of State (1and any state department of taxation, as applicable) Responsible Officer of each state in which Borrower is required to be so qualified; (h) a certificate of incumbency signed by the Secretary or Assistant Secretary of Borrower with respect to each of the Credit Parties confirming that concurrently withofficers of Borrower authorized to execute and deliver the Loan Documents to which Borrower is a party and to execute and deliver the Notice of Borrowing, orand Notices of Conversion and Notices of Continuation; (i) certified copies (certified by the Secretary or Assistant Secretary of Borrower) of the by-laws of Borrower and of all corporate or other necessary action taken by Borrower to authorize the execution, delivery and performance of the Loan Documents to which it is a party; (j) the Organizational Documents of each Guarantor certified as of a recent date by the Secretary of State or other similar Governmental Authority of the jurisdiction of its formation; (k) a certificate of good standing or certificate of similar meaning with respect to each Guarantor issued as of a recent date by the Secretary of State of the State or other similar Governmental Authority of the respective jurisdiction of its formation and certificates of qualification to transact business or other comparable certificates with respect to each Guarantor issued by each Secretary of State or other similar Governmental Authority (and any state department of taxation, as applicable) of each state in any eventwhich such Guarantor is required to be so qualified; (l) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Guarantor with respect to each of the officers of such Guarantor authorized to execute and deliver the Loan Documents to which such Guarantor is a party; (m) certified copies (certified by the Secretary or Assistant Secretary of each Guarantor (or other individual performing similar functions)) of (i) the by-laws of such Guarantor, on the same Business Day asif a corporation, the first Drawdownoperating agreement, AcquisitionCo. will acquire more than 50% if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (ii) all corporate, partnership, member or other necessary action taken by such Guarantor to authorize the execution, delivery and performance of the Capital Loan Documents to which it is a party; (n) a Form FR U-1 and a Form FR G-3 executed by Borrower with respect to all Unencumbered Pool Securities; (o) an Unencumbered Pool Certificate calculated as of the Effective Date; (p) certified copies (certified by a senior executive officer of Borrower) of the following documents and instruments relating to the U.S. Realty Acquisition: (i) the U.S. Realty Acquisition Agreement and any amendments thereto; and (ii) the Registration Statement on Form S-4, Registration No. 333-47926, as filed with the Securities and Exchange Commission on October 13, 2000, as amended; (q) a certificate of Casey’sa senior executive officer of Borrower stating that all conditions precedent to the consummation of the U.S. Realty Acquisition as set forth in the U.S. Realty Acquisition Agreement have been satisfied or waived in writing, together with a confirmation copy of any such waiver; (r) such evidence as Agent may request to confirm that any Securities acquired by Borrower or a Guarantor in connection with the U.S. Realty Acquisition which are to be Unencumbered Pool Securities are registered in the name of Borrower or a Guarantor; (s) evidence that all conditions precedent contained in Sections 5.1 and 5.2 of the Depositary of the number of Capital Securities of Casey’s tenderedRevolving Credit Agreement have been satisfied (or waived as permitted therein); 9.1.9 the Administrative Agent shall have received a copy (t) payment of the Merger Agreement; 9.1.10 the Administrative Agent shall have received copies of all loan closing fees and any consents required under the Existing Credit Facilities to complete the Casey’s Acquisition other fees then due and permit the Xxxxx’x Notes (payable to the extent Agent and the Xxxxx’x Notes will not be repaid concurrently Lenders in connection with the first Drawdown)this Agreement; and 9.1.11 all consents (u) such other documents and approvals from Governmental Authorities required to be obtained by AcquisitionCo. under applicable Law to complete the Casey’s Acquisition shall have been obtained and remain in full force and effectinstruments as Agent, except where the failure to obtain and maintain such consents or approvals would not any Lender through Agent, may reasonably be expected to have a Material Adverse Effectrequest.

Initial Conditions. No Advance shall be made by any The obligation of IFC to make the first Disbursement or the subscription and disbursement under the IFC Subscription is subject to the fulfillment, in a manner satisfactory to IFC, prior to or concurrently with the making of such first Disbursement or subscription and disbursement, of the Lenders until following conditions: (a) each of the following conditions precedent shall Co-Borrowers has performed all of its obligations due to be performed under the Transaction Documents in each case due to be performed prior to the first Disbursement or the subscription and disbursement under the IFC Subscription; (b) arrangements satisfactory to IFC have been met made with respect to the satisfaction installation and operation of an accounting, treasury and cost control system and a management information system satisfactory to IFC; (c) each of the Majority Lenders Co-Borrowers has insured its properties and business in accordance with Section 7.01(t) and has provided to IFC copies of all insurance policies required to be in force as at the date of the first Disbursement or the subscription and disbursement under the IFC Subscription together with a certificate of the insurer confirming that such policies are in effect; (d) the Transaction Documents, each in form and substance satisfactory to IFC, have been entered into by all parties to them and have become (or, as the case may be, waived by all the Majority Lenders: 9.1.1 the Administrative Agent shall have remain) unconditional and fully effective in accordance with their respective terms (except for this Agreement having become unconditional and fully effective, if that is a condition of any of such agreements), and, if IFC requires, IFC has received a copy of each Transaction Document to which it is not a party, certified as a true and complete copies copy by the Co-Borrowers; (e) [Reserved]; (f) the Memorandum and Articles of the constitutive Association, Estatutos, or other organizational documents, charter and by-laws (if applicable)as the case may be, resolutions, certificates of incumbency and certificate of good standing or its equivalent from the jurisdiction of incorporation or organization of each of the Credit Parties; 9.1.2 the Administrative Agent shall have received the Guarantee Agreement duly executed by each of the Credit Parties (including, for greater certainty, AcquisitionCo.); 9.1.3 if a Pledge Agreement is required pursuant to the terms of this Agreement, the Administrative Agent shall have received (a) the Pledge Agreement duly executed by AcquisitionCo, (b) evidence of the filing of a UCC-1 Financing Statement in the applicable jurisdiction(s), (c) either (i) a control agreement in form and substance reasonably acceptable to the Administrative Agent duly executed by the Depositary and AcquisitionCo. providing to Collateral Agent “control” of such Capital Securities within the meaning of Articles 8 and 9 of the UCC (it being agreed that if the Depositary is not a securities intermediary as such term is used in the UCC, then subCo-paragraph ii) below shall be used) or (ii) a written confirmation from the Depositary that it is not holding and will not hold the Capital Securities of Casey’s as “controlled party” or “bailee” for any Person and a written authenticated record providing an irrevocable direction by AcquisitionCo. to the Depositary directing the Depositary to immediately transfer the Capital Securities of Casey’s held by the Depositary to the securities intermediary that has entered into a control agreement providing Collateral Agent “control” of such Capital Securities within the meaning of Articles 8 and 9 of the UCC (such documents to be in form and substance reasonably acceptable to the Administrative Agent), and (d) the Intercreditor Agreement duly executed by all parties thereto; 9.1.4 the Administrative Agent shall have received a certificate, substantially in the form of the one attached hereto as Schedule “E”, duly executed by one (1) Responsible Officer of each of the Credit Parties; 9.1.5 the Administrative Agent shall have received such portion of the fees and expenses payable or incurred by itself and for the account of each Lender (including legal fees) on or prior to the date of such Advance pursuant to Article 6; 9.1.6 the Administrative Agent shall have received the legal opinions of the Credit Parties’ Counsel, each dated the Closing Date, addressed to the Finance Parties and Lenders’ Counsel, and Borrowers are in form and substance satisfactory to IFC; (g) the Administrative Agent including Co-Borrowers have obtained, or made arrangements satisfactory to IFC for obtaining, all Authorizations for: 42 37 (i) the Loan and the IFC Subscription; (ii) the carrying on of the business of the Co-Borrowers as it is presently carried on and is contemplated to be carried on; (iii) the carrying out of the Project and the implementation of the Financial Plan; (iv) the due execution, delivery, validity and enforceability of, and performance under, this Agreement, the Share Retention, Non-Competition and Put Option Agreement, the Guarantee Agreement, the Security Agreements, the Share Subscription Agreement, the Shareholders Agreement, the Technical Assistance Agreement, the Bilateral Vendor Agreements, the Servicing Agreement, the FMO Documents, the Assignment Agreements, the Stand-by Loan Facility Agreement, and any other documents necessary or desirable to the implementation of any of those Agreements or Documents and the issue and delivery of the IFC Shares; and (v) the remittance to IFC or its assigns in Dollars of all monies payable in respect of the Transaction Documents and the IFC Shares; and has provided IFC with copies of those Authorizations, certified as true and complete copies by the Co-Borrowers, if IFC so requires; (ah) IFC has received a legal opinion or opinions, in form and substance satisfactory to it, from IFC's special counsel in the Bahamas, Uruguay, New York, Delaware, Massachusetts, Argentina, Brazil, Colombia and such other jurisdictions as IFC may request (as appropriate and as IFC requires) and concurred in by counsel for each of the Co-Borrowers, with respect to: (i) the Designated Borrower organization, existence and (b) the perfection of the Liens on, and the control of, the Capital Securities of Casey’s pursuant to the Pledge Agreement; 9.1.7 the Administrative Agent shall have received a Compliance Certificate pro forma giving effect to the Casey’s Acquisition as at the end of the most recent fiscal quarter for which a Compliance Certificate has been delivered pursuant to Section 12.2 and confirming, inter alia, the financial ratios and the absence of Default or Event of Default; 9.1.8 the Administrative Agent shall have received an Officer’s Certificate duly executed by one (1) Responsible Officer operations of each of the Credit Parties confirming that concurrently withCo-Borrowers and its authorized and subscribed share capital; (ii) the matters referred to in subsections (d), or(f) and (g) above; 43 38 (iii) the title of the relevant Co-Borrower to, in any event, on or other interest of the same Business Day asCo-Borrower in, the first Drawdown, AcquisitionCo. will acquire more than 50% assets which are the subject of the Capital Securities IFC/FMO Security; (iv) the authorization, execution, validity and enforceability of Casey’sthis Agreement, together the Share Retention, Non-Competition and Put Option Agreement, the Guarantee Agreement, the Security Agreements, the Share Subscription Agreement, the Shareholders Agreement, the Technical Assistance Agreement, the Bilateral Vendor Agreements, the Servicing Agreement, the FMO Documents, the Assignment Agreements, the Stand-by Loan Facility Agreement, and any other documents necessary or desirable to the implementation of any of those Agreements or Documents; (v) the compliance with a confirmation all obligations referred to in Sections 3.14 and 7.07; (vi) the priorities or privileges, if any, that creditors of the Depositary Co-Borrowers, other than IFC, may have by reason of law; and (vii) such other matters relating to the transactions contemplated by this Agreement as IFC reasonably requests; (i) IFC has received: (i) (if IFC so requires) the reimbursement of fees and expenses of IFC's counsel as provided in Section 9.05; and (ii) the fees specified in Section 3.08 required to be paid on or before the date of the number of Capital Securities of Casey’s tenderedfirst Disbursement or the subscription and disbursement under the IFC Subscription; 9.1.9 the Administrative Agent shall (j) arrangements satisfactory to IFC have been made for appointment of an agent for service of process pursuant to Section 9.08(c); (k) IFC has received a copy of the Merger Agreementauthorization to the Auditors referred to in Section 7.01(g); 9.1.10 (l) IFC has received evidence, in the Administrative Agent shall have received copies form of Schedule 4, of the authority of the person or persons who will, on behalf of the Co-Borrowers, sign the requests and certifications provided for in this Agreement, or take any consents other 44 39 action or execute any other document required or permitted to be taken or executed by the Co-Borrowers under this Agreement, and the Existing Credit Facilities to complete the Casey’s Acquisition and permit the Xxxxx’x Notes (to the extent the Xxxxx’x Notes will not be repaid concurrently with the first Drawdown)authenticated specimen signature of each such person; and 9.1.11 all consents and approvals from Governmental Authorities required to be obtained by AcquisitionCo. under applicable Law to complete (m) IFC has received a copy of the Casey’s Acquisition Policy/Operating Guidelines of the Co-Borrowers which shall have been obtained agreed upon by the Co-Borrowers and remain in full force IFC, and effect, except where the failure to obtain and maintain such consents or approvals would not reasonably be expected to shall have a Material Adverse Effect.been approved by each Co-Borrower's Board of Directors;

Initial Conditions. No Lender shall have no obligation to make the initial Advance shall be made by any until each of the Lenders until the following conditions precedent shall have (each an “Initial Condition”) has been met to the satisfaction of the Majority Lenders or, as the case may be, waived by all the Majority Lenderssatisfied: 9.1.1 the Administrative Agent shall have received true and complete copies of the constitutive documents, charter and by-laws (if applicable), resolutions, certificates of incumbency and certificate of good standing or its equivalent from the jurisdiction of incorporation or organization of each of the Credit Parties;a) Receipt by Lender of: 9.1.2 the Administrative Agent shall have received the Guarantee Agreement duly executed by each of the Credit Parties (including, for greater certainty, AcquisitionCo.); 9.1.3 if a Pledge Agreement is required pursuant to the terms i) Executed originals of this Agreement, the Administrative Agent shall Security Documents, a Guaranty from each Guarantor and any other Loan Document required by Lender, all in form and content satisfactory to Lender. (ii) All required Landlord Consents, evidence of insurance, and if required by Lender, copies of all leases covering any real property leased by Borrower as lessee. (iii) All organizational documents, resolutions, authorizations and information Lender requests relating to the authority for and validity of this Agreement and the other Loan Documents, the due organization, valid existence, qualification to do business and good standing of the Loan Parties, and any other related matters. (iv) Such additional documents and information (including, if required by Lender, attorney opinion letters) as Lender reasonably required, each in form and content satisfactory to Lender, and evidence that each Loan Party has satisfied such additional requirements, as Lender reasonably requires. (v) All fees and expenses required to have received (a) been paid prior to the Pledge Agreement duly executed by AcquisitionCo, initial Advance hereunder. (b) Lender has a valid and perfected first priority security interest in the Collateral, subject only to Permitted Liens (defined below) and has received satisfactory evidence of perfection and the filing priority of a UCC-1 Financing Statement in the applicable jurisdiction(s)its security interest, including without limitation such Uniform Commercial Code and other searches, signed termination statements and other filings as it deems appropriate. (c) either (i) a control agreement in form and substance reasonably acceptable to the Administrative Agent duly executed by the Depositary and AcquisitionCo. providing to Collateral Agent “control” of Lender has conducted such Capital Securities within the meaning of Articles 8 and 9 audits of the UCC (Collateral as it being agreed that if requires, the Depositary is not a securities intermediary as such term is used in the UCC, then sub-paragraph ii) below shall be used) or (ii) a written confirmation from the Depositary that it is not holding and will not hold the Capital Securities results of Casey’s as “controlled party” or “bailee” for any Person and a written authenticated record providing an irrevocable direction by AcquisitionCo. which are satisfactory to the Depositary directing the Depositary to immediately transfer the Capital Securities of Casey’s held by the Depositary to the securities intermediary that has entered into a control agreement providing Collateral Agent “control” of such Capital Securities within the meaning of Articles 8 and 9 of the UCC (such documents to be in form and substance reasonably acceptable to the Administrative Agent), and Lender. (d) the Intercreditor Agreement duly executed by all parties thereto; 9.1.4 the Administrative Agent shall have received a certificate, substantially in the form of the one attached hereto as Schedule “E”, duly executed by one (1) Responsible Officer of each of the Credit Parties; 9.1.5 the Administrative Agent shall have received such portion of the fees and expenses payable or incurred by itself and for the account of each Lender (including legal fees) on or prior to the date of such Advance pursuant to Article 6; 9.1.6 the Administrative Agent shall have received the legal opinions of the Credit Parties’ Counsel, each dated the Closing Date, addressed to the Finance Parties and Lenders’ Counsel, and in form and substance satisfactory to the Administrative Agent including in respect of (a) the Designated Borrower and (b) the perfection of the Liens on, and the control of, the Capital Securities of Casey’s pursuant to the Pledge Agreement; 9.1.7 the Administrative Agent shall have received a Compliance Certificate pro forma giving effect to the Casey’s Acquisition as at the end of the most recent fiscal quarter for which a Compliance Certificate has been delivered pursuant to Section 12.2 and confirming, inter alia, the financial ratios and the absence of Default or Event of Default; 9.1.8 the Administrative Agent shall have received an Officer’s Certificate duly executed by one (1) Responsible Officer of each of the Credit Parties confirming that concurrently with, or, in any event, on the same Business Day as, the first Drawdown, AcquisitionCo. will acquire more than 50% of the Capital Securities of Casey’s, together with a confirmation of the Depositary of the number of Capital Securities of Casey’s tendered; 9.1.9 the Administrative Agent shall have received a copy of the Merger Agreement; 9.1.10 the Administrative Agent shall have received copies of any consents required under Seller Agreements which it has requested and has received such evidence as it requires that all Seller Agreements which are necessary for the Existing Credit Facilities to complete the Caseyconduct of Borrower’s Acquisition and permit the Xxxxx’x Notes (to the extent the Xxxxx’x Notes will not be repaid concurrently with the first Drawdown); and 9.1.11 all consents and approvals from Governmental Authorities required to be obtained by AcquisitionCo. under applicable Law to complete the Casey’s Acquisition shall have been obtained and remain business, are in full force and effect, except where the failure to obtain and maintain such consents or approvals would not . (e) Each Loan Party has satisfied any other requirements reasonably be expected to have a Material Adverse Effectrequired by Lender.