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

Conditions Precedent to the Initial Disbursement. The obligation of the BANK to make its initial disbursement under the CONSTRUCTION LOAN is subject to the condition precedent that the BORROWER shall be in compliance with the conditions set forth in Section 4.2 of this AGREEMENT and to the further condition precedent that the BANK shall have received on or before the CLOSING all of the following, each dated (unless otherwise indicated) such day, in form and substance satisfactory to the BANK: 4.1.1 The CONSTRUCTION NOTE. duly executed on behalf of the BORROWER. 4.1.2 The MORTGAGE duly executed on behalf of the BORROWER. 4.1.3 The ASSIGNMENT OF RENTS, duly executed on behalf of the BORROWER. 4.1.4 The SECURITY AGREEMENT, duly executed on behalf of the BORROWER. 4.1.5 A financing statement or statements sufficient when filed to perfect the security interests granted under the MORTGAGE, the ASSIGNMENT OF RENTS, the SECURITY AGREEMENT, and the ASSIGNMENT OF CONSTRUCTION CONTRACT, to the extent such security interests are capable of being perfected by filing. 4.1.6 A copy of the PLANS, certified by the ENGINEERING COMPANY and the BORROWER. 4.1.7 The assignment of the DESIGN CONTRACT, duly executed by the BORROWER and consented to by the GENERAL CONTRACTOR and a copy of the DESIGN CONTRACT. 4.1.8 A total project cost statement on the PROJECT duly executed by the BORROWER and the GENERAL CONTRACTOR, setting forth the anticipated total cost of the PROJECT' s completion. 4.1.9 An ALTA (American Land Title Association) Survey of the PROPERTY, prepared at the BORROWER's expense, currently certified by a licensed, registered surveyor and incorporating the legal description of the PROPERTY, showing the location of all points and lines referred to in the legal description, the location of any existing improvements, the proposed location of the PROJECT (including parking) as being within the exterior boundaries of the PROPERTY and in compliance with all applicable building set-back requirements, and the location of all utilities and the location of all easements and encroachments onto or from the PROPERTY that are visible on the PROPERTY. known to the surveyor preparing the survey or of record, identifying easements of record by recording data, and currently certified by the surveyor that there are no such easements or encroachments upon the PROPERTY except as shown on the survey. 4.1.10 An as built appraisal based upon the PLANS to be performed by Natwich Associates Appraisal Services which shows the as-completed value of the PROPERTY and PROJECT addressed to and otherwise acceptable to BANK. 4.1.11 A title binder, issued by (the "TITLE COMPANY") at BORROWER's expense, constituting a commitment by the TITLE COMPANY to issue a mortgagee's title policy in favor of the BANK as mortgagee under the MORTGAGE, that will be free from all standard exceptions, including mechanics' liens and all other exceptions not previously approved by the BANK and that will insure the MORTGAGE to be a valid first lien on the PROPERTY. 4.1.12 A soil report on the PROPERTY certified by a registered engineer including structural design recommendations in form and substance satisfactory to the BANK. 4.1.13 A Phase I Environmental Report of the PROPERTY in form and content satisfactory to the BANK. 4.1.14 A Flood Hazard Determination Form for the PROPERTY, confirming whether or not the parcel is in a flood hazard area and whether or not flood insurance must be obtained. 4.1.15 Copies of all PERMITS from the applicable regulatory agencies from whom a permit or license is required. 4.1.16 Copies of documents from the appropriate state, federal, city or county authority having jurisdiction over the PROPERTY and the PROJECT that provide to the reasonable satisfaction of the BANK that the PROJECT when constructed in accordance with the PLANS will comply in all material respects with all applicable ordinances, zoning, subdivision, platting, environmental and land use requirements, without special variance or exception, and such other evidence as the BANK shall reasonably request to establish that the PROJECT and the contemplated use thereof are permitted by and comply with all applicable use or other restrictions and requirements in prior conveyances, zoning ordinances, environmental laws and regulations, water shed district regulations and all other applicable laws or regulations, and governmental authorities having jurisdiction over the PROJECT. BORROWER is not required to obtain advance confirmation from any governmental body that the PROJECT will comply with such ordinances, regulations and requirements. 4.1.17 Copies of the policy of property/casualty insurance and comprehensive general liability insurance and a certificate of the worker's compensation insurance required under Section 6.3 of this AGREEMENT. with all such insurance in full force and effect and approved by the BANK, in the exercise of its reasonable discretion, and naming BANK as an additional named insured, together with appropriate flood insurance, if the PROPERTY is in a flood hazard area. Notwithstanding the foregoing, BORROWER is not required to obtain worker's compensation insurance until required by Wisconsin law. 4.1.18 A signed opinion of counsel for the BORROWER, addressed to the BANK, opining that: 1) the BORROWER is duly organized and in good standing in the state of Wisconsin; 2) the BORROWER is qualified in each state in which it does business and is legally required to be qualified; 3) the BORROWER has the power to execute and deliver the LOAN DOCUMENTS and to borrow money and perform in accordance with the terms of the LOAN DOCUMENTS; 4) all actions and consents by BORROWER necessary to the validity of the LOAN DOCUMENTS have been obtained; 5) the LOAN DOCUMENTS have been duly signed and are the valid and binding obligation of the BORROWER and enforceable in accordance with their terms; and 6) to the best of counsel's knowledge, the LOAN DOCUMENTS and the transactions contemplated thereunder do not conflict with any provision of the operating agreement of BORROWER or any agreement binding upon the BORROWER or its properties. 4.1.19 A Certificate of Authority executed by such person or persons authorized by the BORROWER's organizational documents and/or agreements to do so. certifying the incumbency and signatures of the managers or other persons authorized to execute the LOAN DOCUMENTS, and authorizing the execution of the LOAN DOCUMENTS and performance in accordance with their terms. 4.1.20 A recently certified copy of the BORROWER's operating agreement, and any amendments, if applicable. 4.1.21 A recently certified copy of the BORROWER's Articles of Organization and any amendments, if applicable. 4.1.22 A certificate of good standing for the BORROWER from the office of the Wisconsin Secretary of State. 4.1.23 Proof of injection of equity capital into BORROWER of no less than $18,000,000.00 by BORROWER'S members, and existence of SUBORDINATED DEBT of no less than $5,600,000.00. 4.1.24 A copy of the MARKETING CONTRACTS, together with an assignment in favor of BANK in form satisfactory to BANK.

Conditions Precedent to the Initial Disbursement. The obligation of the BANK to make its initial disbursement under the CONSTRUCTION LOAN is subject to the condition precedent that the BORROWER shall be in compliance with the conditions set forth in Section 4.2 of this AGREEMENT and to the further condition precedent that the BANK shall have received on or before the CLOSING all of the following, each dated (unless otherwise indicated) such day, in form and substance satisfactory to the BANK: 4.1.1 The CONSTRUCTION NOTE. , duly executed on behalf of the BORROWER. 4.1.2 The MORTGAGE duly executed on behalf of the BORROWER. 4.1.3 The ASSIGNMENT OF RENTS, duly executed on behalf of the BORROWER. 4.1.4 The SECURITY AGREEMENT, duly executed on behalf of the BORROWER. 4.1.5 A financing statement or statements sufficient when filed to perfect the security interests granted under the MORTGAGE, the ASSIGNMENT OF RENTS, the SECURITY SEA AGREEMENT, and the ASSIGNMENT OF CONSTRUCTION CONTRACT, to the extent such security interests are capable of being perfected by filing. 4.1.6 A copy of the PLANS, certified by the ENGINEERING COMPANY GENERAL CONTRACTOR and the BORROWER. 4.1.7 The assignment Assignment of the DESIGN DESIGN/BUILD CONTRACT, duly executed by the BORROWER and consented to by the GENERAL CONTRACTOR and a copy of the DESIGN DESIGN/BUILD CONTRACT. 4.1.8 A total project cost statement Total Project Cost Statement on the PROJECT duly executed by the BORROWER and the GENERAL CONTRACTOR, setting forth the anticipated total cost of the PROJECT' s 's completion. 4.1.9 An AN ALTA (American Land Title AssociationAMERICAN LAND TITLE ASSOCIATION) Survey of the SURVEY OF THE PROPERTY, prepared at the BORROWER's expense, currently certified by a licensed, registered surveyor and incorporating the legal description of the PROPERTY, showing the location of all points and lines referred to in the legal description, the location of any existing improvements, the proposed location of the PROJECT (including parking) as being within the exterior boundaries of the PROPERTY and in compliance with all applicable building set-back requirements, and the location of all utilities and the location of all easements and encroachments onto or from the PROPERTY that are visible on the PROPERTY. , known to the surveyor preparing the survey or of record, identifying easements of record by recording data, and currently certified by the surveyor that there are no such easements or encroachments upon the PROPERTY except as shown on the survey. 4.1.10 4.1.14 An as built appraisal to the BANK based upon the PLANS to be performed by Natwich Associates Appraisal Services ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., which shows the as-completed value of the PROPERTY and PROJECT addressed to and otherwise acceptable to BANK. 4.1.11 4.1.15 A title binder, issued by Dakota Homestead Title Insurance Corporation (the "TITLE COMPANYTitle Company") ), at the BORROWER's expense, constituting a commitment by the TITLE COMPANY Title Company to issue a mortgagee's title policy in favor of the BANK as mortgagee under the MORTGAGE, that will be free from all standard exceptions, including mechanics' liens and all other exceptions not previously approved by the BANK and includes a plat endorsement and that will insure the MORTGAGE to be a valid first lien on the PROPERTY. 4.1.12 4.1.16 A soil report on the PROPERTY certified by a registered engineer including structural design recommendations in form and substance satisfactory to the BANK. 4.1.13 A Phase I Environmental Report of the PROPERTY in form and content satisfactory to the BANK. 4.1.14 A Flood Hazard Determination Form for the PROPERTY, confirming whether or not the parcel is in a flood hazard area and whether or not flood insurance must be obtained. 4.1.15 Copies of all PERMITS from the applicable regulatory agencies from whom a permit or license is required. 4.1.16 Copies of documents from the appropriate state, federal, city or county authority having jurisdiction over the PROPERTY and the PROJECT that provide to the reasonable satisfaction of the BANK that the PROJECT when constructed in accordance with the PLANS will comply in all material respects with all applicable ordinances, zoning, subdivision, platting, environmental and land use requirements, without special variance or exception, and such other evidence as the BANK shall reasonably request to establish that the PROJECT and the contemplated use thereof are permitted by and comply with all applicable use or other restrictions and requirements in prior conveyances, zoning ordinances, environmental laws and regulations, water shed district regulations and all other applicable laws or regulations, and governmental authorities having jurisdiction over the PROJECT. BORROWER is not required to obtain advance confirmation from any governmental body that the PROJECT will comply with such ordinances, regulations and requirements. 4.1.17 Copies of the policy of property/casualty insurance and comprehensive general liability insurance and a certificate of the worker's compensation insurance required under Section 6.3 of this AGREEMENT. with all such insurance in full force and effect and approved by the BANK, in the exercise of its reasonable discretion, and naming BANK as an additional named insured, together with appropriate flood insurance, if the PROPERTY is in a flood hazard area. Notwithstanding the foregoing, BORROWER is not required to obtain worker's compensation insurance until required by Wisconsin law. 4.1.18 A signed opinion of counsel for the BORROWER, addressed to the BANK, opining that: 1) the BORROWER is duly organized and in good standing in the state of Wisconsin; 2) the BORROWER is qualified in each state in which it does business and is legally required to be qualified; 3) the BORROWER has the power to execute and deliver the LOAN DOCUMENTS and to borrow money and perform in accordance with the terms of the LOAN DOCUMENTS; 4) all actions and consents by BORROWER necessary to the validity of the LOAN DOCUMENTS have been obtained; 5) the LOAN DOCUMENTS have been duly signed and are the valid and binding obligation of the BORROWER and enforceable in accordance with their terms; and 6) to the best of counsel's knowledge, the LOAN DOCUMENTS and the transactions contemplated thereunder do not conflict with any provision of the operating agreement of BORROWER or any agreement binding upon the BORROWER or its properties. 4.1.19 A Certificate of Authority executed by such person or persons authorized by the BORROWER's organizational documents and/or agreements to do so. certifying the incumbency and signatures of the managers or other persons authorized to execute the LOAN DOCUMENTS, and authorizing the execution of the LOAN DOCUMENTS and performance in accordance with their terms. 4.1.20 A recently certified copy of the BORROWER's operating agreement, and any amendments, if applicable. 4.1.21 A recently certified copy of the BORROWER's Articles of Organization and any amendments, if applicable. 4.1.22 A certificate of good standing for the BORROWER from the office of the Wisconsin Secretary of State. 4.1.23 Proof of injection of equity capital into BORROWER of no less than $18,000,000.00 by BORROWER'S members, and existence of SUBORDINATED DEBT of no less than $5,600,000.00. 4.1.24 A copy of the MARKETING CONTRACTS, together with an assignment in favor of BANK in form satisfactory to BANK.

Conditions Precedent to the Initial Disbursement. The obligation of BANKS to fund the BANK to TERM LOAN and make its an initial disbursement Advance under the CONSTRUCTION REVOLVING LOAN is subject to the condition precedent precedent, unless waived by the ADMINISTRATIVE AGENT, that the BORROWER shall be in compliance with the conditions set forth in Section 4.2 of this AGREEMENT and to the further condition precedent that the BANK ADMINISTRATIVE AGENT shall have received on or before the CLOSING all of the following, each dated (unless otherwise indicated) such daythe day of CLOSING, in form and substance satisfactory to the BANKADMINISTRATIVE AGENT: 4.1.1 The CONSTRUCTION NOTE. This AGREEMENT, and the REVOLVING NOTES, TERM NOTES and other LOAN DOCUMENTS not specifically described below, duly executed on behalf of the BORROWERBORROWER and delivered to ADMINISTRATIVE AGENT. 4.1.2 The MORTGAGE duly executed on behalf of the BORROWERBORROWER and in form acceptable for recording in ▇▇▇▇▇▇ County, South Dakota. 4.1.3 The FEE LETTER duly executed by BORROWER and delivered to ADMINISTRATIVE AGENT. 4.1.4 The SECURITY AGREEMENT and a SECURITY AGREEMENT AND ASSIGNMENT OF RENTSHEDGING ACCOUNTS granting the COLLATERAL AGENT a security interest in BORROWER’S commodity hedging accounts and corresponding Control Agreements, duly executed on behalf of the BORROWER. 4.1.4 The SECURITY AGREEMENT, duly executed on behalf of the BORROWERBORROWER and delivered to ADMINISTRATIVE AGENT. 4.1.5 A financing statement or statements sufficient when filed to perfect the security interests granted under the MORTGAGE, the ASSIGNMENT OF RENTS, the SECURITY AGREEMENT, SECURITY AGREEMENT AND ASSIGNMENT OF HEDGING ACCOUNTS, and the ASSIGNMENT OF CONSTRUCTION CONTRACTassignments of the Material Contracts, to the extent such security interests are capable of being perfected by filing, and a deposit account control agreement in form and substance acceptable to the ACCOUNTS BANK to perfect the ACCOUNTS BANK’s security interest in any deposit accounts maintained by BORROWER with financial institutions other than the ACCOUNTS BANK and a securities control agreement to perfect any investment property held by a financial intermediary. 4.1.6 A copy of An ALTA/ACSM Land Title Survey prepared in accordance with the PLANS, certified current accuracy standards jointly adopted by the ENGINEERING COMPANY and the BORROWER. 4.1.7 The assignment of the DESIGN CONTRACT, duly executed by the BORROWER and consented to by the GENERAL CONTRACTOR and a copy of the DESIGN CONTRACT. 4.1.8 A total project cost statement on the PROJECT duly executed by the BORROWER and the GENERAL CONTRACTOR, setting forth the anticipated total cost of the PROJECT' s completion. 4.1.9 An ALTA (American Land Title Association), ACSM (American Congress on Surveying and Mapping) Survey and NSPS (National Society of the PROPERTY, prepared at the BORROWER's expense, currently certified by a licensed, registered surveyor and incorporating the legal description of the PROPERTY, Professional Surveyors) together with optional survey requirements #2 (vicinity map showing the property surveyed in reference to nearby highway(s) or major street intersections); #6 (identify setbacks); #7 (identify exterior dimensions of all existing and proposed buildings “As-Built”, including square footage of exterior footprint of all buildings, gross floor area of all buildings); and #11 (location of all points and lines referred to in the legal description, the location of any existing improvements, the proposed location of the PROJECT (including parking) as being within the exterior boundaries of the PROPERTY and in compliance with all applicable building set-back requirements, and the location of all utilities and utilities). The survey shall show the location of all easements and encroachments onto or from the PROPERTY that are visible on the PROPERTY. , known to the surveyor preparing the survey or of record, identifying easements of record by recording data, and currently certified by the . Such surveyor that shall certify there are no such easements or encroachments upon the PROPERTY except as shown on the survey. 4.1.10 4.1.7 An as built appraisal based upon the PLANS to be performed by Natwich ▇▇▇▇▇▇▇ Associates Appraisal Services which shows the as-completed value of the PROPERTY and PROJECT addressed to and otherwise acceptable to BANKADMINISTRATIVE AGENT. 4.1.11 4.1.8 A title bindercommitment from Commercial Partners Title, issued by LLC as agent of ▇▇▇▇▇▇▇ Title Guaranty Company (the "“TITLE COMPANY"”) at BORROWER's ’s expense, constituting a commitment by the TITLE COMPANY to issue a mortgagee's ’s title policy in favor of the BANK COLLATERAL AGENT as mortgagee under the MORTGAGE, MORTGAGE that will be free from all standard exceptions, including mechanics' ’ liens and all other exceptions not previously approved by the BANK AGENT and that will insure the MORTGAGE to be a valid first lien on the PROPERTY.. Such loan policy shall include additional endorsement coverage as may be reasonably requested by AGENT, including, without limitation, the following ALTA endorsement forms: ALTA Endorsement Form 3.1 Zoning-Improved Land ALTA Endorsement Form 6 Variable Rate Mortgage ALTA Endorsement Form 8.1 Environmental ▇▇▇▇ ▇▇▇▇ Endorsement Form 9 Comprehensive ALTA Endorsement Form 27 Usury ALTA Endorsement Form 16 Access ALTA Endorsement Form 14 Future Advance ALTA Endorsement Form 19 Contiguity ALTA Endorsement Form 26 Subdivision Deletion of Arbitration Endorsement ALTA Endorsement Form 17.2 Utility Access covering water, natural gas, telephone, electrical power, sanitary sewer, storm water drainage Contiguity Endorsement ALTA Endorsement Form 18 Tax Parcel ALTA Endorsement Form 20 First Loss 4.1.12 A soil report on the PROPERTY certified by a registered engineer including structural design recommendations in form and substance satisfactory to the BANK. 4.1.13 4.1.9 A Phase I Environmental Report of the PROPERTY PROPERTY, as well as any subsequent Environmental Site Assessments issued prior to CLOSING, and such other environmental testing and due diligence as may be reasonably required by ADMINISTRATIVE AGENT, all in form and content satisfactory to ADMINISTRATIVE AGENT and establishing the BANKenvironmental condition of the PROPERTY as satisfactory to ADMINISTRATIVE AGENT. 4.1.14 A Flood Hazard Determination Form for the PROPERTY, confirming whether or not the parcel is in a flood hazard area and whether or not flood insurance must be obtained. 4.1.15 4.1.10 Copies of all PERMITS from the applicable regulatory agencies from whom a permit or license is requiredrequired as of the then current stage of the PROJECT. 4.1.16 4.1.11 Copies of documents from the appropriate state, federal, city or county authority having jurisdiction over the PROPERTY and the PROJECT that provide to the reasonable satisfaction of the BANK that the PROJECT when constructed in accordance with the PLANS will comply in all material respects with all applicable ordinances, zoning, subdivision, platting, environmental and land use requirements, without special variance or exception, and such other evidence as the BANK shall reasonably request to establish ADMINISTRATIVE AGENT that the PROJECT and the contemplated use thereof are permitted by and comply in all material respects with all applicable use or other restrictions and requirements in prior conveyances, zoning ordinances, environmental laws and regulations, water shed district regulations and all other applicable laws or regulations, and governmental authorities GOVERNMENTAL AUTHORITIES having jurisdiction over the PROJECT. BORROWER is not required to obtain advance confirmation from any governmental body that the PROJECT will comply with such ordinances, regulations and requirements. 4.1.17 4.1.12 Copies of certificates of insurance demonstrating the policy types, levels, deductibles, endorsements and other coverage parameter issues to the satisfaction of property/casualty ADMINISTRATIVE AGENT for all risk property insurance, commercial general liability, an umbrella policy, business automobile liability insurance, environmental liability insurance, worker’s compensation insurance, and the other insurance and comprehensive general liability insurance and a certificate of the worker's compensation insurance required in this AGREEMENT, all as required under Section 6.3 5.3.1 of this AGREEMENT. , with all such insurance in full force and effect and approved by the BANKADMINISTRATIVE AGENT, in the exercise of its reasonable discretion, and naming BANK ADMINISTRATIVE AGENT as an additional named insured, insured and loss payee together with appropriate flood insurance, if the PROPERTY is in a flood hazard area. Notwithstanding the foregoingIn addition, BORROWER is not required shall provide to obtain worker's compensation ADMINISTRATIVE AGENT proof of insurance until required by Wisconsin lawfor business interruption/extra expense coverage for six months of operating expenses, and also Directors/Officers coverage of no less than $5,000,000.00. 4.1.18 4.1.13 A signed opinion of counsel for the BORROWER, addressed to AGENT but for the BANKbenefit of and reliance upon by the BANKS, opining that: 1) the BORROWER is duly organized in form and in good standing in the state of Wisconsin; 2) the BORROWER is qualified in each state in which it does business substance acceptable to AGENT and is legally required to be qualified; 3) the BORROWER has the power to execute and deliver the LOAN DOCUMENTS and to borrow money and perform in accordance with the terms of the LOAN DOCUMENTS; 4) all actions and consents by BORROWER necessary to the validity of the LOAN DOCUMENTS have been obtained; 5) the LOAN DOCUMENTS have been duly signed and are the valid and binding obligation of the BORROWER and enforceable in accordance with their terms; and 6) to the best of AGENT’s counsel's knowledge, the LOAN DOCUMENTS and the transactions contemplated thereunder do not conflict with any provision of the operating agreement of BORROWER or any agreement binding upon the BORROWER or its properties. 4.1.19 4.1.14 A Secretary’s Certificate of Authority executed by such person or persons authorized by the BORROWER's ’s organizational documents and/or agreements to do so. , certifying the incumbency and signatures of the managers officers or other persons authorized to execute the LOAN DOCUMENTSDOCUMENTS to which it is a party, and resolutions or consents authorizing the execution of the LOAN DOCUMENTS to which it is a party and performance in accordance with their terms. 4.1.20 4.1.15 A recently certified copy of the BORROWER's operating agreement’s Operating Agreement, and any amendments, if applicableamendments thereto. 4.1.21 4.1.16 A recently certified copy of the BORROWER's ’s Articles of Organization and any amendments, if applicableamendments thereto. 4.1.22 4.1.17 A certificate of good standing for the BORROWER from the office of the Wisconsin South Dakota Secretary of State. 4.1.23 Proof of injection of equity capital into BORROWER of no less than $18,000,000.00 by BORROWER'S members, and existence of SUBORDINATED DEBT of no less than $5,600,000.00. 4.1.24 4.1.18 A copy of the MARKETING CONTRACTS, each Material Contract together with an assignment assignments thereof in favor of BANK AGENT and consents thereto in form satisfactory to BANKAGENT, as well as control agreements reasonably requested by AGENT, and with the management fees in the Management Contract subordinated to the payment of the LOANS, in form reasonably acceptable to AGENT. 4.1.19 The obligations and INDEBTEDNESS of BORROWER to ▇▇▇▇▇▇▇▇▇ Funding LLC and all liens securing such INDEBTEDNESS shall be terminated and released. 4.1.20 AGENT shall have received a duly executed Borrowing Base Certificate dated as of the BANKING DAY preceding the CLOSING. 4.1.21 AGENT has received all fees and other amounts due and payable on or prior to the CLOSING, including the Origination Fee and fees described in the FEE LETTER due at CLOSING, and amounts for reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by BORROWER pursuant to this AGREEMENT, under any other LOAN DOCUMENT, or any other agreement with AGENT or BANKS. 4.1.22 AGENT has received copies of favorable UCC, tax, judgment, bankruptcy and fixture lien search reports (or other evidence of the same satisfactory to AGENT) in all necessary or appropriate jurisdictions and under all legal and trade names of BORROWER and all other parties requested by AGENT, indicating that there are no prior liens on any of the COLLATERAL other than Permitted Liens; 4.1.23 Evidence satisfactory to AGENT that all necessary utilities are available to the PROJECT, and a copy of each executed Utility Contract and the assignments thereof and consents thereto required in this AGREEMENT and the other LOAN DOCUMENTS, all of the foregoing in form and substance acceptable to AGENT. 4.1.24 Such other matters as AGENT may reasonably require. In the event AGENT waives any of the foregoing conditions precedent to the initial advance, BORROWER agrees to take all steps required to satisfy the same within thirty (30) days of the funding of the initial Advance or funding of the TERM LOAN and further agrees that failure to do so within such thirty (30) day period shall constitute an EVENT OF DEFAULT.

Conditions Precedent to the Initial Disbursement. The obligation of the BANK to make its initial disbursement under the CONSTRUCTION EXPANSION LOAN is subject to the condition precedent that the BORROWER shall be in compliance with the conditions set forth in Section 4.2 of this AGREEMENT and to the further condition precedent that the BANK shall have received on or before the CLOSING all of the following, each dated (unless otherwise indicated) such day, in form and substance reasonably satisfactory to the BANK, unless waived by the BANK: 4.1.1 The CONSTRUCTION NOTE. , duly executed on behalf of the BORROWER. 4.1.2 The MORTGAGE DEED OF TRUST and Notice of Commencement, both duly executed on behalf of the BORROWER. 4.1.3 The ASSIGNMENT OF RENTS, duly executed on behalf of the BORROWER. 4.1.4 The SECURITY AGREEMENT, duly executed on behalf of the BORROWER.(intentionally left blank) 4.1.5 A financing statement or statements sufficient when filed to perfect the security interests granted under the MORTGAGE, the ASSIGNMENT OF RENTS, the SECURITY AGREEMENT, and the ASSIGNMENT OF CONSTRUCTION CONTRACT, to the extent such security interests are capable of being perfected by filing.(intentionally left blank) 4.1.6 A copy of the PLANS, certified by the ENGINEERING COMPANY GENERAL CONTRACTOR and the BORROWER. 4.1.7 The assignment of the DESIGN ASSIGNMENT OF DESIGN/BUILD CONSTRUCTION CONTRACT, duly executed by the BORROWER and consented to by the GENERAL CONTRACTOR and a copy of the DESIGN DESIGN/BUILD CONSTRUCTION CONTRACT, together with the General Conditions of Contract referred to therein. 4.1.8 A total project cost statement on the PROJECT duly executed by the BORROWER and the GENERAL CONTRACTORBORROWER, setting forth the anticipated total cost of the PROJECT' s ’s completion, and a construction cost statement duly executed by the GENERAL CONTRACTOR, setting forth its anticipated construction costs of the PROJECT, together with any construction budget variance reports then applicable to the PROJECT. 4.1.9 An ALTA (American Land Title Association) Survey of the PROPERTY, prepared at the BORROWER's ’s expense, currently certified by a licensed, registered surveyor and incorporating the legal description of the PROPERTY, showing the location of all points and lines referred to in the legal description, the location of any existing improvements, the proposed location of the PROJECT (including parking) as being within the exterior boundaries of the PROPERTY and in compliance with all applicable building set-back requirements, and the location of all utilities and the location of all easements and encroachments onto or from the PROPERTY that are visible on the PROPERTY. , known to the surveyor preparing the survey or of record, identifying easements of record by recording data, and currently certified by the surveyor that there are no such easements or encroachments upon the PROPERTY except as shown on the survey. 4.1.10 An as built appraisal based upon the PLANS to be performed by Natwich N▇▇▇▇▇▇ Associates Appraisal Services which shows the as-completed value of the PROPERTY and PROJECT addressed to and otherwise acceptable to BANK. 4.1.11 A title binder, issued by Title First of Nebraska, L.L.C., as agent for Old Republic National Title Insurance Company, (the "“TITLE COMPANY"”) at BORROWER's ’s expense, constituting a commitment by the TITLE COMPANY to issue a mortgagee's ’s title policy in favor of the BANK as mortgagee beneficiary under the MORTGAGEDEED OF TRUST, that will be free from all standard exceptions, including mechanics' ’ liens and all other exceptions not previously approved by the BANK and that will insure the MORTGAGE DEED OF TRUST to be a valid first lien on the PROPERTY, and with such endorsements as the BANK may require which shall include but not be limited to the following: ALTA Form 6 — Variable Rate endorsement; FA Form 40 — Environmental endorsement; ALTA Form 9 — Restrictions, Encroachments & Minerals; CLTA Form 103.7 — Street Access endorsement; CLTA Form 103.4 — Access by Easement; CLTA Form 101 — Mechanics Lien coverage; and, ALTA Form 3.1 — Zoning, improved land endorsement. 4.1.12 A soil report on the PROPERTY certified by a registered engineer including structural design recommendations in form and substance satisfactory to the BANK. Such report shall include soil borings and geo-technical analyses. 4.1.13 A Phase I Environmental Report of the PROPERTY PROPERTY, as well as any subsequent Limited Environmental Site Assessments issued prior to CLOSING, all in form and content reasonably satisfactory to the BANK. 4.1.14 A Flood Hazard Determination Form for the PROPERTY, confirming whether or not the parcel is in a flood hazard area and whether or not flood insurance must be obtained. 4.1.15 Copies of all PERMITS from the applicable regulatory agencies from whom a permit or license is required. 4.1.16 4.1.15 Copies of documents from the appropriate state, federal, city or county authority having jurisdiction over the PROPERTY and the PROJECT that provide to the reasonable satisfaction of the BANK that the PROJECT when constructed in accordance with the PLANS will comply in all material respects with all applicable ordinances, zoning, subdivision, platting, environmental and land use requirements, without special variance or exception, and such other evidence as the BANK shall reasonably request to establish that the PROJECT and the contemplated use thereof are permitted by and comply in all material respects with all applicable use or other restrictions and requirements in prior conveyances, zoning ordinances, environmental laws and regulations, water shed district regulations and all other applicable laws or regulations, and governmental authorities having jurisdiction over the PROJECT. BORROWER is not required to obtain advance confirmation from any governmental body that the PROJECT will comply with such ordinances, regulations and requirements. 4.1.17 4.1.16 Copies of certificates of insurance demonstrating the policy types, levels, deductibles, endorsements and other coverage parameter issues to the reasonable satisfaction of propertythe BANK for builder’s risk insurance, casualty/casualty insurance and comprehensive commercial general liability insurance, business automobile liability insurance, environmental liability insurance, worker’s compensation insurance, and permanent all risk property insurance and a certificate thirty days prior to completion of the worker's compensation insurance construction, required under Section 6.3 6 of this AGREEMENT. , with all such insurance in full force and effect and approved by the BANK, in the exercise of its reasonable discretion, and naming BANK as an additional named insured, insured and loss payee together with appropriate flood insurance, if the PROPERTY is in a flood hazard area. Notwithstanding the foregoingIn addition, BORROWER is not required shall provide to obtain worker's compensation BANK proof of insurance until required by Wisconsin lawfor business interruption/extra expense coverage for six months of operating expenses, and also directors/officers errors and omissions coverage in a minimum amount of $3,000,000.00. 4.1.18 4.1.17 A signed opinion of counsel for the BORROWER, addressed to the BANKBANK and containing customary qualifications, opining that: 1) the BORROWER is duly organized and in good standing in the state of WisconsinNebraska; 2) the BORROWER is qualified in each state in which it does business and is legally required to be qualified; 3) the BORROWER has the corporate power to execute and deliver the LOAN DOCUMENTS to which it is a party and to borrow money and perform in accordance with the terms of the such LOAN DOCUMENTS; 43) to the counsel’s knowledge, all actions and consents by BORROWER necessary to the validity of the LOAN DOCUMENTS to which it is a party have been obtained; 54) the LOAN DOCUMENTS to which it is a party have been duly signed and are the valid and binding obligation of the BORROWER and enforceable in accordance with their terms; and 65) to the best of counsel's ’s knowledge, the LOAN DOCUMENTS to which it is a party and the transactions contemplated thereunder there under do not conflict with any provision of the operating agreement Articles of Organization of BORROWER or its operating agreement, or any agreement binding upon the BORROWER or its properties. 4.1.19 4.1.18 A Certificate of Authority executed by such person or persons authorized by the BORROWER's ’s organizational documents and/or agreements to do so. , certifying the incumbency and signatures of the managers officers or other persons authorized to execute the LOAN DOCUMENTSDOCUMENTS to which it is a party, and authorizing the execution of the LOAN DOCUMENTS to which it is a party and performance in accordance with their terms. 4.1.20 4.1.19 A recently certified copy of the BORROWER's ’s operating agreement, and any amendments, if applicable. 4.1.21 4.1.20 A recently certified copy of the BORROWER's ’s Articles of Organization and any amendments, if applicable. 4.1.22 4.1.21 A certificate of good standing for the BORROWER from the office of the Wisconsin Nebraska Secretary of State. 4.1.22 (Intentionally left blank) 4.1.23 Proof of injection of equity capital into BORROWER of no less than $18,000,000.00 by BORROWER'S members, and existence of SUBORDINATED DEBT of no less than $5,600,000.00. 4.1.24 A copy of the MARKETING CONTRACTS, any RISK MANAGEMENT CONTRACT together with an assignment assignments in favor of BANK in form reasonably satisfactory to BANK. 4.1.24 (Intentionally left blank) 4.1.25 (Intentionally left blank) 4.1.26 Execution and delivery of a master agreement published by the International Swaps and Derivatives Association, Inc. in form acceptable to BANK. 4.1.27 Execution and delivery to BANK of such additional assignments of contracts and agreements, in form reasonably acceptable to BANK, as the BANK may require.

Conditions Precedent to the Initial Disbursement. The obligation of BORROWER previously provided the BANK following documents to make its initial disbursement under the CONSTRUCTION LOAN is subject to the condition precedent that the BORROWER shall be in compliance with the conditions set forth in Section 4.2 of this AGREEMENT and to the further condition precedent that the BANK shall have received on or before the CLOSING all of the following, each dated (unless otherwise indicated) such day, in form and substance satisfactory to the BANK: 4.1.1 The CONSTRUCTION NOTE. , duly executed on behalf of the BORROWER. 4.1.2 The MORTGAGE duly executed on behalf of the BORROWER. 4.1.3 The ASSIGNMENT OF RENTS, duly executed on behalf of the BORROWER. 4.1.4 The SECURITY AGREEMENT, duly executed on behalf of the BORROWER. 4.1.5 A financing statement or statements sufficient when filed to perfect the security interests granted under the MORTGAGE, the ASSIGNMENT OF RENTS, the SECURITY AGREEMENT, and the ASSIGNMENT OF CONSTRUCTION CONTRACT, to the extent such security interests are capable of being perfected by filing. 4.1.6 A copy of the PLANS, certified by the ENGINEERING COMPANY GENERAL CONTRACTOR and the BORROWER. 4.1.7 The assignment Assignment of the DESIGN DESIGN/BUILD CONTRACT, duly executed by the BORROWER and consented to by the GENERAL CONTRACTOR and a copy of the DESIGN DESIGN/BUILD CONTRACT. 4.1.8 A total project cost statement Total Project Cost Statement on the PROJECT duly executed by the BORROWER and the GENERAL CONTRACTOR, setting forth the anticipated total cost of the PROJECT' s ’s completion. 4.1.9 An ALTA (American Land Title Association) Survey of the PROPERTY, prepared at the BORROWER's ’s expense, currently certified by a licensed, registered surveyor and incorporating the legal description of the PROPERTY, showing the location of all points and lines referred to in the legal description, the location of any existing improvements, the proposed location of the PROJECT (including parking) as being within the exterior boundaries of the PROPERTY and in compliance with all applicable building set-back requirements, and the location of all utilities and the location of all easements and encroachments onto or from the PROPERTY that are visible on the PROPERTY. , known to the surveyor preparing the survey or of record, identifying easements of record by recording data, and currently certified by the surveyor that there are no such easements or encroachments upon the PROPERTY except as shown on the survey. 4.1.10 4.1.14 An as built appraisal to the BANK based upon the PLANS to be performed by Natwich Associates Appraisal Services ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., which shows the as-completed value of the PROPERTY and PROJECT addressed to and otherwise acceptable to BANK. 4.1.11 4.1.15 A title binder, issued by Dakota Homestead Title Insurance Corporation (the "TITLE COMPANY") “Title Company”), at the BORROWER's ’s expense, constituting a commitment by the TITLE COMPANY Title Company to issue a mortgagee's ’s title policy in favor of the BANK as mortgagee under the MORTGAGE, that will be free from all standard exceptions, including mechanics' ’ liens and all other exceptions not previously approved by the BANK and includes a plat endorsement and that will insure the MORTGAGE to be a valid first lien on the PROPERTY. 4.1.12 4.1.16 A soil report on the PROPERTY certified by a registered engineer including structural design recommendations in form and substance satisfactory to the BANK. 4.1.13 4.1.17 A Phase I Environmental Report of the PROPERTY in form and content satisfactory to the BANK. 4.1.14 A Flood Hazard Determination Form for the PROPERTY, confirming whether or not the parcel is in a flood hazard area and whether or not flood insurance must be obtained. 4.1.15 4.1.18 Copies of all PERMITS from the applicable regulatory agencies county or any other state or local agency from whom a construction permit or license is requiredrequired and such other licenses and permits, as may be required to construct and operate the facility on the PROPERTY after completion of the PROJECT. 4.1.16 4.1.19 Copies of all environmental permits and other PERMITS as my be required to construct and operate the facility on the PROPERTY at maximum capacity after completion of the PROJECT. 4.1.20 Copies of documents from the appropriate state, federal, city or county authority having jurisdiction over the PROPERTY and the PROJECT that provide to the reasonable satisfaction of the BANK that the PROJECT when constructed in accordance with the PLANS will comply in all material respects with all applicable ordinances, zoning, subdivision, platting, environmental and land use requirements, without special variance or exception, and such other evidence as the BANK shall reasonably request to establish that the PROJECT and the contemplated use thereof are permitted by and comply with all applicable use or other restrictions and requirements in prior conveyances, zoning ordinances, environmental laws and regulations, water shed district regulations and all other applicable laws or regulations, and governmental authorities having jurisdiction over the PROJECT. BORROWER is not required to obtain advance confirmation from any governmental body that the PROJECT will comply with such ordinances, regulations and requirements. 4.1.17 Copies of the policy of property/casualty insurance and comprehensive general liability insurance and a certificate of the worker's compensation insurance required under Section 6.3 of this AGREEMENT. with all such insurance in full force and effect and approved by the BANK, in the exercise of its reasonable discretion, and naming BANK as an additional named insured, together with appropriate flood insurance, if the PROPERTY is in a flood hazard area. Notwithstanding the foregoing, BORROWER is not required to obtain worker's compensation insurance until required by Wisconsin law. 4.1.18 A signed opinion of counsel for the BORROWER, addressed to the BANK, opining that: 1) the BORROWER is duly organized and in good standing in the state of Wisconsin; 2) the BORROWER is qualified in each state in which it does business and is legally required to be qualified; 3) the BORROWER has the power to execute and deliver the LOAN DOCUMENTS and to borrow money and perform in accordance with the terms of the LOAN DOCUMENTS; 4) all actions and consents by BORROWER necessary to the validity of the LOAN DOCUMENTS have been obtained; 5) the LOAN DOCUMENTS have been duly signed and are the valid and binding obligation of the BORROWER and enforceable in accordance with their terms; and 6) to the best of counsel's knowledge, the LOAN DOCUMENTS and the transactions contemplated thereunder do not conflict with any provision of the operating agreement of BORROWER or any agreement binding upon the BORROWER or its properties. 4.1.19 A Certificate of Authority executed by such person or persons authorized by the BORROWER's organizational documents and/or agreements to do so. certifying the incumbency and signatures of the managers or other persons authorized to execute the LOAN DOCUMENTS, and authorizing the execution of the LOAN DOCUMENTS and performance in accordance with their terms. 4.1.20 A recently certified copy of the BORROWER's operating agreement, and any amendments, if applicable. 4.1.21 A recently certified copy of the BORROWER's Articles of Organization and any amendments, if applicable. 4.1.22 A certificate of good standing for the BORROWER from the office of the Wisconsin Secretary of State. 4.1.23 Proof of injection of equity capital into BORROWER of no less than $18,000,000.00 by BORROWER'S members, and existence of SUBORDINATED DEBT of no less than $5,600,000.00. 4.1.24 A copy of the MARKETING CONTRACTS, together with an assignment in favor of BANK in form satisfactory to BANK.

Conditions Precedent to the Initial Disbursement. The obligation of the BANK to make its initial disbursement under the CONSTRUCTION LOAN is subject to the condition precedent that the BORROWER shall be in compliance with the conditions set forth in Section 4.2 of this AGREEMENT and to the further condition precedent that the BANK shall have received on or before the CLOSING all of the following, each dated (unless otherwise indicated) such day, in form and substance satisfactory to the BANK: 4.1.1 The CONSTRUCTION NOTE. , duly executed on behalf of the BORROWER. 4.1.2 The MORTGAGE DEED OF TRUST and Notice of Commencement, both duly executed on behalf of the BORROWER. 4.1.3 The ASSIGNMENT OF RENTS, duly executed on behalf of the BORROWER. 4.1.4 The SECURITY AGREEMENT, duly executed on behalf of the BORROWER. 4.1.5 A financing statement or statements sufficient when filed to perfect the security interests granted under the MORTGAGEDEED OF TRUST, the ASSIGNMENT OF RENTS, the SECURITY AGREEMENT, and the ASSIGNMENT OF DESIGN/BUILD CONSTRUCTION CONTRACT, to the extent such security interests are capable of being perfected by filing. 4.1.6 A copy of the PLANS, certified by the ENGINEERING COMPANY GENERAL CONTRACTOR and the BORROWER. 4.1.7 The assignment of the DESIGN ASSIGNMENT OF DESIGN/BUILD CONSTRUCTION CONTRACT, duly executed by the BORROWER and consented to by the GENERAL CONTRACTOR and a copy of the DESIGN DESIGN/BUILD CONSTRUCTION CONTRACT, together with the General Conditions of Contract referred to therein. 4.1.8 A total project cost statement on the PROJECT duly executed by the BORROWER and the GENERAL CONTRACTORBORROWER, setting forth the anticipated total cost of the PROJECT' s ’s completion. 4.1.9 An ALTA (American Land Title Association) Survey , and a construction cost statement duly executed by the GENERAL CONTRACTOR, setting forth its anticipated construction costs of the PROPERTY, prepared at the BORROWER's expense, currently certified by a licensed, registered surveyor and incorporating the legal description of the PROPERTY, showing the location of all points and lines referred to in the legal description, the location of any existing improvements, the proposed location of the PROJECT (including parking) as being within the exterior boundaries of the PROPERTY and in compliance with all applicable building set-back requirements, and the location of all utilities and the location of all easements and encroachments onto or from the PROPERTY that are visible on the PROPERTY. known to the surveyor preparing the survey or of record, identifying easements of record by recording data, and currently certified by the surveyor that there are no such easements or encroachments upon the PROPERTY except as shown on the surveyPROJECT. 4.1.10 An as built appraisal based upon the PLANS to be performed by Natwich Associates Appraisal Services which shows the as-completed value of the PROPERTY and PROJECT addressed to and otherwise acceptable to BANK. 4.1.11 A title binder, issued by (the "TITLE COMPANY") at BORROWER's expense, constituting a commitment by the TITLE COMPANY to issue a mortgagee's title policy in favor of the BANK as mortgagee under the MORTGAGE, that will be free from all standard exceptions, including mechanics' liens and all other exceptions not previously approved by the BANK and that will insure the MORTGAGE to be a valid first lien on the PROPERTY. 4.1.12 A soil report on the PROPERTY certified by a registered engineer including structural design recommendations in form and substance satisfactory to the BANK. 4.1.13 A Phase I Environmental Report of the PROPERTY in form and content satisfactory to the BANK. 4.1.14 A Flood Hazard Determination Form for the PROPERTY, confirming whether or not the parcel is in a flood hazard area and whether or not flood insurance must be obtained. 4.1.15 Copies of all PERMITS from the applicable regulatory agencies from whom a permit or license is required. 4.1.16 Copies of documents from the appropriate state, federal, city or county authority having jurisdiction over the PROPERTY and the PROJECT that provide to the reasonable satisfaction of the BANK that the PROJECT when constructed in accordance with the PLANS will comply in all material respects with all applicable ordinances, zoning, subdivision, platting, environmental and land use requirements, without special variance or exception, and such other evidence as the BANK shall reasonably request to establish that the PROJECT and the contemplated use thereof are permitted by and comply with all applicable use or other restrictions and requirements in prior conveyances, zoning ordinances, environmental laws and regulations, water shed district regulations and all other applicable laws or regulations, and governmental authorities having jurisdiction over the PROJECT. BORROWER is not required to obtain advance confirmation from any governmental body that the PROJECT will comply with such ordinances, regulations and requirements. 4.1.17 Copies of the policy of property/casualty insurance and comprehensive general liability insurance and a certificate of the worker's compensation insurance required under Section 6.3 of this AGREEMENT. with all such insurance in full force and effect and approved by the BANK, in the exercise of its reasonable discretion, and naming BANK as an additional named insured, together with appropriate flood insurance, if the PROPERTY is in a flood hazard area. Notwithstanding the foregoing, BORROWER is not required to obtain worker's compensation insurance until required by Wisconsin law. 4.1.18 A signed opinion of counsel for the BORROWER, addressed to the BANK, opining that: 1) the BORROWER is duly organized and in good standing in the state of Wisconsin; 2) the BORROWER is qualified in each state in which it does business and is legally required to be qualified; 3) the BORROWER has the power to execute and deliver the LOAN DOCUMENTS and to borrow money and perform in accordance with the terms of the LOAN DOCUMENTS; 4) all actions and consents by BORROWER necessary to the validity of the LOAN DOCUMENTS have been obtained; 5) the LOAN DOCUMENTS have been duly signed and are the valid and binding obligation of the BORROWER and enforceable in accordance with their terms; and 6) to the best of counsel's knowledge, the LOAN DOCUMENTS and the transactions contemplated thereunder do not conflict with any provision of the operating agreement of BORROWER or any agreement binding upon the BORROWER or its properties. 4.1.19 A Certificate of Authority executed by such person or persons authorized by the BORROWER's organizational documents and/or agreements to do so. certifying the incumbency and signatures of the managers or other persons authorized to execute the LOAN DOCUMENTS, and authorizing the execution of the LOAN DOCUMENTS and performance in accordance with their terms. 4.1.20 A recently certified copy of the BORROWER's operating agreement, and any amendments, if applicable. 4.1.21 A recently certified copy of the BORROWER's Articles of Organization and any amendments, if applicable. 4.1.22 A certificate of good standing for the BORROWER from the office of the Wisconsin Secretary of State. 4.1.23 Proof of injection of equity capital into BORROWER of no less than $18,000,000.00 by BORROWER'S members, and existence of SUBORDINATED DEBT of no less than $5,600,000.00. 4.1.24 A copy of the MARKETING CONTRACTS, together with an assignment in favor of BANK in form satisfactory to BANK.

Conditions Precedent to the Initial Disbursement. The obligation of the BANK to make its initial disbursement under the CONSTRUCTION LOAN is subject to the condition precedent that the BORROWER shall be in compliance with the conditions set forth in Section 4.2 of this AGREEMENT and to the further condition precedent that the BANK shall have received on or before the CLOSING all of the following, each dated (unless otherwise indicated) such day, in form and substance satisfactory to the BANK: 4.1.1 The CONSTRUCTION NOTE. , duly executed on behalf of the BORROWER. 4.1.2 The MORTGAGE duly executed on behalf of the BORROWER. 4.1.3 The ASSIGNMENT OF RENTS, duly executed on behalf of the BORROWER. 4.1.4 The SECURITY AGREEMENT, duly executed on behalf of the BORROWER. 4.1.5 A financing statement or statements sufficient when filed to perfect the security interests granted under the MORTGAGE, the ASSIGNMENT OF RENTS, the SECURITY AGREEMENT, and the ASSIGNMENT OF CONSTRUCTION DESIGN/BUILD CONTRACT, to the extent such security interests are capable of being perfected by filing. 4.1.6 A copy of the PLANS, certified by the ENGINEERING COMPANY ICM, Inc., ▇▇▇▇▇, Inc., and the BORROWER. 4.1.7 The assignment of the DESIGN DESIGN/BUILD CONTRACT, duly executed by the BORROWER and consented to by the GENERAL CONTRACTOR and a copy of the DESIGN DESIGN/BUILD CONTRACT, together with the General Conditions of Contract referred to therein. 4.1.8 A total project cost statement on the PROJECT duly executed by the BORROWER and the GENERAL CONTRACTOR, setting forth the anticipated total cost of the PROJECT' s ’s completion. 4.1.9 An ALTA (American Land Title Association) Survey of the PROPERTY, prepared at the BORROWER's expense, currently certified by a licensed, registered surveyor and incorporating the legal description of the PROPERTY, showing the location of all points and lines referred to in the legal description, the location of any existing improvements, the proposed location of the PROJECT (including parking) as being within the exterior boundaries of the PROPERTY and in compliance with all applicable building set-back requirements, and the location of all utilities and the location of all easements and encroachments onto or from the PROPERTY that are visible on the PROPERTY. known to the surveyor preparing the survey or of record, identifying easements of record by recording data, and currently certified by the surveyor that there are no such easements or encroachments upon the PROPERTY except as shown on the survey. 4.1.10 An as built appraisal based upon the PLANS to be performed by Natwich Associates Appraisal Services which shows the as-completed value of the PROPERTY and PROJECT addressed to and otherwise acceptable to BANK. 4.1.11 A title binder, issued by (the "TITLE COMPANY") at BORROWER's expense, constituting a commitment by the TITLE COMPANY to issue a mortgagee's title policy in favor of the BANK as mortgagee under the MORTGAGE, that will be free from all standard exceptions, including mechanics' liens and all other exceptions not previously approved by the BANK and that will insure the MORTGAGE to be a valid first lien on the PROPERTY. 4.1.12 A soil report on the PROPERTY certified by a registered engineer including structural design recommendations in form and substance satisfactory to the BANK. 4.1.13 A Phase I Environmental Report of the PROPERTY in form and content satisfactory to the BANK. 4.1.14 A Flood Hazard Determination Form for the PROPERTY, confirming whether or not the parcel is in a flood hazard area and whether or not flood insurance must be obtained. 4.1.15 Copies of all PERMITS from the applicable regulatory agencies from whom a permit or license is required. 4.1.16 Copies of documents from the appropriate state, federal, city or county authority having jurisdiction over the PROPERTY and the PROJECT that provide to the reasonable satisfaction of the BANK that the PROJECT when constructed in accordance with the PLANS will comply in all material respects with all applicable ordinances, zoning, subdivision, platting, environmental and land use requirements, without special variance or exception, and such other evidence as the BANK shall reasonably request to establish that the PROJECT and the contemplated use thereof are permitted by and comply with all applicable use or other restrictions and requirements in prior conveyances, zoning ordinances, environmental laws and regulations, water shed district regulations and all other applicable laws or regulations, and governmental authorities having jurisdiction over the PROJECT. BORROWER is not required to obtain advance confirmation from any governmental body that the PROJECT will comply with such ordinances, regulations and requirements. 4.1.17 Copies of the policy of property/casualty insurance and comprehensive general liability insurance and a certificate of the worker's compensation insurance required under Section 6.3 of this AGREEMENT. with all such insurance in full force and effect and approved by the BANK, in the exercise of its reasonable discretion, and naming BANK as an additional named insured, together with appropriate flood insurance, if the PROPERTY is in a flood hazard area. Notwithstanding the foregoing, BORROWER is not required to obtain worker's compensation insurance until required by Wisconsin law. 4.1.18 A signed opinion of counsel for the BORROWER, addressed to the BANK, opining that: 1) the BORROWER is duly organized and in good standing in the state of Wisconsin; 2) the BORROWER is qualified in each state in which it does business and is legally required to be qualified; 3) the BORROWER has the power to execute and deliver the LOAN DOCUMENTS and to borrow money and perform in accordance with the terms of the LOAN DOCUMENTS; 4) all actions and consents by BORROWER necessary to the validity of the LOAN DOCUMENTS have been obtained; 5) the LOAN DOCUMENTS have been duly signed and are the valid and binding obligation of the BORROWER and enforceable in accordance with their terms; and 6) to the best of counsel's knowledge, the LOAN DOCUMENTS and the transactions contemplated thereunder do not conflict with any provision of the operating agreement of BORROWER or any agreement binding upon the BORROWER or its properties. 4.1.19 A Certificate of Authority executed by such person or persons authorized by the BORROWER's organizational documents and/or agreements to do so. certifying the incumbency and signatures of the managers or other persons authorized to execute the LOAN DOCUMENTS, and authorizing the execution of the LOAN DOCUMENTS and performance in accordance with their terms. 4.1.20 A recently certified copy of the BORROWER's operating agreement, and any amendments, if applicable. 4.1.21 A recently certified copy of the BORROWER's Articles of Organization and any amendments, if applicable. 4.1.22 A certificate of good standing for the BORROWER from the office of the Wisconsin Secretary of State. 4.1.23 Proof of injection of equity capital into BORROWER of no less than $18,000,000.00 by BORROWER'S members, and existence of SUBORDINATED DEBT of no less than $5,600,000.00. 4.1.24 A copy of the MARKETING CONTRACTS, together with an assignment in favor of BANK in form satisfactory to BANK.