Common use of Initial Advance Clause in Contracts

Initial Advance. At or prior to the making of the initial extension of credit hereunder, the following conditions precedent shall also have been satisfied: (a) the Bank shall have received the following (each to be properly executed and completed) and the same shall have been approved as to form and substance by the Bank: (i) the Note; (ii) copies of resolutions of the Board of Directors or other appropriate body of the Company authorizing the execution and delivery of the Loan Documents to which it is a party, certified by the Secretary or Assistant Secretary of the Company and of all other legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents to the extent the Bank or its counsel may reasonably request; (iii) an incumbency certificate containing the name, title and genuine signatures of each of the Company's Authorized Representatives; and (iv) certified copies of the articles of incorporation or charter and bylaws of the Company; (b) the Bank shall have received the initial fees called for hereby; (c) the Bank shall have received such valuations and certifications as it may reasonably require in order to satisfy itself as to, the financial condition of the Company and its Subsidiaries, and the lack of material contingent liabilities of the Company and its Subsidiaries; (d) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents and to the transactions contemplated hereby shall be reasonably satisfactory to the Bank and its counsel; and the Bank shall have received the favorable written opinion of counsel for the Company in form and substance reasonably satisfactory to the Bank and its counsel; (e) the Bank shall have received a good standing certificate for the Company (dated as of the date no earlier than thirty (30) days prior to the date hereof) from the office of the secretary of state of the state of its incorporation and each state in which it is qualified to do business as a foreign corporation; and

Initial Advance. At or prior to the making of the initial extension of credit hereunder, the following conditions precedent shall also have been satisfied: (a) the Bank Agent shall have received the following for the account of the Lenders (each to be properly executed and completed) and the same shall have been approved as to form and substance by the BankLenders: (i) the NoteNotes; (ii) copies of resolutions of the Board of Directors (executed or other appropriate body of the Company authorizing the execution and delivery of the Loan Documents to which it is a partycertified, certified by the Secretary or Assistant Secretary of the Company and as may be appropriate) of all other legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents to the extent the Bank Agent or its counsel may reasonably request;request together with certified copies of the Borrower's Articles and Operating Agreement; and (iii) an incumbency certificate containing the name, title and genuine signatures of each of the CompanyBorrower's Authorized Representatives; and (iv) certified copies of the articles of incorporation or charter and bylaws of the Company;. (b) the Bank Agent shall have received for itself the initial fees fees, if any, contemplated by Section 3.1 hereof called for hereby; (c) the Bank shall have received such valuations and certifications as it may reasonably require in order to satisfy itself as to, the financial condition of the Company and its Subsidiaries, and the lack of material contingent liabilities of the Company and its Subsidiaries; (d) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents and to the transactions contemplated hereby shall be reasonably satisfactory to the Bank each Lender and its counsel; and the Bank Agent shall have received for the account of the Lenders the favorable written opinion of counsel for the Company Borrower in form and substance reasonably satisfactory to the Bank each Lender and its counsel; (ed) the Bank Agent shall have received for the account of the Lenders a good standing certificate for the Company Borrower (dated as of the a date no earlier than thirty (30) days prior acceptable to the date hereofLenders) from the office of the secretary of state of the state of its incorporation organization; (e) the Agent shall have received such other agreements, instruments, documents, certificates and each state in which it is qualified to do business opinions as a foreign corporation; andthe Agent or the Lenders may reasonably request.

Initial Advance. At or prior to the making of the initial extension of credit Loan hereunder, the following conditions precedent shall also have been satisfied: (a) the Bank shall have received the following (each to be properly executed and completed) and the same shall have been approved as to form and substance by the Bank: (i) the Notea Guaranty from each Domestic Subsidiary not a party hereto (if any); (ii) copies of resolutions of the Board of Directors (executed or other appropriate body of the Company authorizing the execution and delivery of the Loan Documents to which it is a partycertified, certified by the Secretary or Assistant Secretary of the Company and as may be appropriate) of all other legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents to the extent the Bank or its counsel may reasonably request; (iii) an incumbency certificate containing the name, name and title and genuine signatures of each of the Company's Authorized Representatives; (iv) evidence of insurance required by Section 7.4 hereof; and (iv) certified copies of the articles of incorporation or charter and bylaws of the Company; (b) the Bank shall have received the initial fees called for hereby; (c) the Bank shall have received such valuations and certifications as it may reasonably require in order to satisfy itself as to, to the financial condition of the Company and its Subsidiaries, and the lack of material contingent liabilities of the Company and its Subsidiaries; (dc) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents and to the transactions contemplated hereby shall be reasonably satisfactory to the Bank and its counsel; and the Bank shall have received the favorable written opinion of counsel for the Company and each Guarantor in form and substance reasonably satisfactory to the Bank and its counsel; (ed) the Bank shall have received a good standing certificate for the Company and each Guarantor (dated as of the date no earlier than thirty (30) days prior to the date hereofJanuary 1, 1999) from the office of the secretary of state of the state of its incorporation and each state in which it is qualified to do business as a foreign corporationincorporation; and (e) such other agreements, instruments, documents, certificates and opinions as the Bank may reasonably request.

Initial Advance. At or prior to the making time of the initial extension of credit hereunderBorrowing under the Revolving Credit, the following conditions precedent shall also have been satisfied: (a) the Bank The Administrative Agent shall have received the following for the account of the Lenders (each to be properly executed and completed) and the same shall have been approved as to form and substance by the BankLenders: (i) the Notethis Agreement; (ii) the Notes; (iii) copies of resolutions (executed or certified as may be appropriate) for each Lender of the Board Articles of Directors or other appropriate body of the Company authorizing the execution Incorporation and delivery of the Loan Documents to which it is a party, certified by the Secretary or Assistant Secretary By-laws of the Company and each Guarantor and of all other legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents to the extent the Bank Administrative Agent or its counsel may reasonably request; (iii) an incumbency certificate containing , including, without limitation, resolutions of the name, title and genuine signatures Board of Directors of each such corporation authorizing the execution, delivery and performance of the Company's Authorized RepresentativesLoan Documents to be executed by it and certificates as to the incumbency and authority of, and setting forth a specimen signature of, each officer who is to sign any Loan Document and request extensions of credit hereunder; and (iv) certified copies the Administrative Agent shall have received evidence that the Company shall have received a ▇▇▇▇▇'▇ Rating of the articles Baa3 or higher or an S&P Rating of incorporation BBB- or charter and bylaws of the Company;higher. (b) the Bank The Administrative Agent shall have received the initial fees called good standing certificates for hereby; (c) the Bank shall have received such valuations and certifications as it may reasonably require in order to satisfy itself as to, the financial condition of the Company and its Subsidiaries, and each Guarantor from the lack of material contingent liabilities office of the Company and Secretary of the State in the state of its Subsidiaries; (d) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents and to the transactions contemplated hereby shall be reasonably satisfactory to the Bank and its counsel; and the Bank shall have received the favorable written opinion of counsel for the Company in form and substance reasonably satisfactory to the Bank and its counsel; (e) the Bank shall have received a good standing certificate for the Company (incorporation dated as of the a date no earlier later than thirty (30) 30 days prior to the date hereof; (c) from The Administrative Agent shall have received for the office account of itself and the Lead Arrangers, Book Managers, and Syndication Agents and Documentation Agent the fees referred to in Sections 4.2 and 4.3 hereof; (d) The Administrative Agent and the Lenders shall have received such information and agreements relating to the Company's purchase of the secretary Acquired Assets as they may reasonably request, including, without limitation, copies of state all indemnity agreements being entered into in favor of the state Company and relating to the Seller's and/or British Nuclear Fuels PLC's indemnification of the Company and its incorporation Subsidiaries for environmental, pension and each state nuclear fuel related liabilities, and the same shall be in which it is qualified form and substance satisfactory to do business as a foreign corporationthe Administrative Agent; (e) The Administrative Agent have received pro forma financial projections for the next five years satisfactory in form and substance to the Administrative Agent; (f) The Prior Credit Agreement shall have been terminated and all amounts payable thereunder shall be paid in full or otherwise provided for on or prior to the date hereof; and (g) The Administrative Agent shall have received for the account of the Lenders such other agreements, instruments, documents, certificates and opinions as the Administrative Agent or the Required Lenders make reasonably request.

Initial Advance. At or prior to the making of the initial extension of credit hereunder, the following conditions precedent shall also have been satisfied:: ‑33‑ (a) the Bank shall have received the following (each to be properly executed and completed) and the same shall have been approved as to form and substance by the Bank: (i) this Agreement duly executed and delivered by the NoteCompany and each Domestic Subsidiary party hereto as a guarantor; (ii) the Note from the Company (iii) copies of resolutions of the Board of Directors (executed or other appropriate body of the Company authorizing the execution and delivery of the Loan Documents to which it is a partycertified, certified by the Secretary or Assistant Secretary of the Company and as may be appropriate) of all other legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents to the extent the Bank or its counsel may reasonably request; (iiiiv) an incumbency certificate containing the name, name and title and genuine signatures of each of the Company's ’s Authorized Representatives; (v) evidence of insurance required by Section 7.4 hereof; and (iv) certified copies of the articles of incorporation or charter and bylaws of the Company; (b) the Bank shall have received the initial fees called for hereby; (c) the Bank shall have received such valuations and certifications as it may reasonably require in order to satisfy itself as to, to the financial condition of the Company and its Subsidiaries, and the lack of material contingent liabilities of the Company and its Subsidiaries; (dc) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents and to the transactions contemplated hereby shall be reasonably satisfactory to the Bank and its counsel; and the Bank shall have received the favorable written opinion of counsel for the Company and each Guarantor in form and substance reasonably satisfactory to the Bank and its counsel; (ed) the Bank shall have received a good standing certificate for the Company and each Guarantor (dated as of the date no earlier than thirty (30) days prior to the date hereofDecember 1, 2005) from the office of the secretary of state of the state of its incorporation and each state in which it is qualified to do business as a foreign corporationincorporation; and (e) such other agreements, instruments, documents, certificates and opinions as the Bank may reasonably request.

Initial Advance. At or prior to the making of the initial extension of credit hereunder, the following conditions precedent shall also have been satisfied: (a) the Bank shall have received the following (each to be properly executed and completed) and the same shall have been approved as to form and substance by the Bank: (i) this Agreement duly executed and delivered by the NoteCompany and each Domestic Subsidiary party hereto as a guarantor; (ii) the Note from the Company (iii) copies of resolutions of the Board of Directors (executed or other appropriate body of the Company authorizing the execution and delivery of the Loan Documents to which it is a partycertified, certified by the Secretary or Assistant Secretary of the Company and as may be appropriate) of all other legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents to the extent the Bank or its counsel may reasonably request; (iiiiv) an incumbency certificate containing the name, name and title and genuine signatures of each of the Company's Authorized Representatives; (v) evidence of insurance required by Section 7.4 hereof; and (iv) certified copies of the articles of incorporation or charter and bylaws of the Company; (b) the Bank shall have received the initial fees called for hereby; (c) the Bank shall have received such valuations and certifications as it may reasonably require in order to satisfy itself as to, to the financial condition of the Company and its Subsidiaries, and the lack of material contingent liabilities of the Company and its Subsidiaries; (dc) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents and to the transactions contemplated hereby shall be reasonably satisfactory to the Bank and its counsel; and the Bank shall have received the favorable written opinion of counsel for the Company and each Guarantor in form and substance reasonably satisfactory to the Bank and its counsel; (ed) the Bank shall have received a good standing certificate for the Company and each Guarantor (dated as of the date no earlier than thirty (30) days prior to the date hereofDecember 1, 2005) from the office of the secretary of state of the state of its incorporation and each state in which it is qualified to do business as a foreign corporationincorporation; and (e) such other agreements, instruments, documents, certificates and opinions as the Bank may reasonably request.

Initial Advance. At or prior to the making of the initial extension of credit Loan hereunder, the following conditions precedent shall also have been satisfied: (a) the Bank shall have received the following (each to be properly executed and completed) and the same shall have been approved as to form and substance by the Bank: (i) the Note; (ii) copies the Bank shall have received an incumbency certificate containing the name, title and genuine signatures of resolutions each of the Board of Directors Company's Authorized Representatives; (iii) copies (executed or other appropriate body of the Company authorizing the execution and delivery of the Loan Documents to which it is a partycertified, certified by the Secretary or Assistant Secretary of the Company and as may be appropriate) of all other legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents to the extent the Bank or its counsel may reasonably request; (iii) an incumbency certificate containing the name, title and genuine signatures of each of the Company's Authorized Representatives; and (iv) certified copies of the articles of incorporation or charter and bylaws of the Company; (b) the Bank shall have received the initial fees called for hereby; (c) the Bank shall have received such valuations and certifications as it may reasonably require in order to satisfy itself as to, the financial condition of the Company and its Subsidiaries, and the lack of material contingent liabilities of the Company and its Subsidiaries; (d) legal matters incident to the execution and delivery of this Agreement and Agreement, the other Loan Documents and to the transactions contemplated hereby and thereby shall be reasonably satisfactory to the Bank and its counsel; and the Bank shall have received the favorable written opinion of counsel for the Company in form and substance reasonably satisfactory to the Bank and its counsel; (ec) the Bank shall have received such valuations and certifications as it may require in order to satisfy itself as to the financial condition of the Company, and the lack of material contingent liabilities of the Company; (d) the Bank shall have received a good standing certificate for the Company (dated as of the date no earlier than thirty fifteen (3015) days prior to the date hereof) from the office Office of the secretary Secretary of state State of the state of its incorporation Illinois and each state in which it is qualified to do business as a foreign corporation; and (e) the Bank shall have received such other agreements, instruments, documents, certificates and opinions as the Bank may reasonably request.

Initial Advance. At or prior to the making of the initial extension of credit hereunder, the following conditions precedent shall also have been satisfied:: -24- (a) the Bank shall have received the following (each to be properly executed and completed) and the same shall have been approved as to form and substance by the Bank: (i) the NoteNotes; (ii) the Collateral Documents, together with any financing statements requested by the Bank in connection therewith; (iii) the Guaranties; (iv) certified copies of resolutions of the Board of Directors or other appropriate body of the Company and each Guarantor authorizing the execution and delivery of this Agreement, the Notes, the Guaranties and the other Loan Documents to which it is a partyDocuments, as appropriate, indicating the authorized signers of such documents and all other documents relating thereto and the specimen signatures of such signers; (v) copies of the Articles of Incorporation and Bylaws of the Company and each Guarantor certified by the Secretary or Assistant Secretary other appropriate officer of the Company and of all other legal documents or proceedings taken in connection with such Guarantor, as the execution and delivery of this Agreement and the other Loan Documents to the extent the Bank or its counsel case may reasonably requestbe; (iiivi) an incumbency certificate containing the name, title and genuine signatures of each of the Company's Authorized Representatives; and (ivvii) certified copies evidence of the articles of incorporation or charter and bylaws of the Company;insurance required by Section 8.4 hereof. (b) the Bank shall have received the initial fees called for hereby; (c) the Bank shall have received such valuations and certifications as it may reasonably require in order to satisfy itself as to, the financial condition of the Company and its Subsidiaries, and the lack of material contingent liabilities of the Company and its Subsidiaries; (d) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents and to the transactions contemplated hereby shall be reasonably satisfactory to the Bank and its counsel; and ; (c) the Bank shall have received the favorable written opinion of counsel for the Company and the Guarantors in the form attached hereto as Exhibit D and substance reasonably otherwise satisfactory to the Bank and its counsel; (d) the Bank shall have received a Borrowing Base certificate in the form attached hereto as Exhibit C showing the computation of the Available Borrowing Base in reasonable detail as of December 15, 1997; (e) the Bank shall have received a good standing certificate certificates for the Company and each Guarantor (dated as of the date no earlier than thirty ten (3010) days prior to the date -25- hereof) from the office of the secretary of state of the state of its incorporation and each state in which it is qualified to do business as a foreign corporation; (f) the Liens granted to the Bank under the Collateral Documents shall have been perfected in a manner satisfactory to the Bank and its counsel; (g) the Bank shall have received the initial fees called for by Section 3.2(b) hereof; (h) the acquisition referred to in Section 8.22 hereof shall have occurred (except for the Bank's funding of a portion of the purchase price therefor) on terms and conditions substantially similar to those heretofore provided to the Bank in writing; and (i) the bank shall have received a subordination agreement in form and substance satisfactory to the Bank from the payee of the Subordinated Note.

Initial Advance. At or prior to the making of the initial extension of credit Loan hereunder, the following conditions precedent shall also have been satisfied: (a) the Bank shall have received the following (each to be properly executed and completed) and the same shall have been approved as to form and substance by the Bank: (i) the NoteNotes; (ii) copies the Pledge Agreement, duly executed by the Company, together with (a) the original stock certificates for all the issued and outstanding shares of resolutions stock (exclusive of directors' qualifying shares) of each of its Banking Subsidiaries as of the Board of Directors or other appropriate body date hereof, (b) stock powers for the Collateral, each to be executed in blank and undated, and (c) UCC financing statements to be filed against the Company, as debtor, in favor of the Company authorizing Bank, as secured party; (iii) a payoff letter from LaSalle National Bank confirming the execution amount required to pay off the obligations owing to it by each Borrower and delivery of confirming the Loan Documents to which it is a party, certified by the Secretary or Assistant Secretary of the Company and release of all other legal documents collateral for such credit upon receipt of such payoff amount; (iv) copies (executed or certified, as may be appropriate) of all proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents to the extent the Bank or its counsel may reasonably request;; and (iiiv) an incumbency certificate containing the name, title and genuine signatures of each of the CompanyBorrower's Authorized Representatives; and (iv) certified copies of the articles of incorporation or charter and bylaws of the Company; (b) the Bank shall have received the initial fees called for hereby; (c) the Bank shall have received such valuations and certifications as it may reasonably require in order to satisfy itself as to, the financial condition of the Company and its Subsidiaries, and the lack of material contingent liabilities of the Company and its Subsidiaries; (d) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents and to the transactions contemplated hereby shall be reasonably satisfactory to the Bank and its counsel; and the Bank shall have received the favorable written opinion of counsel for the Company Borrowers in form and substance reasonably satisfactory to the Bank and its counsel; (ed) the Bank shall have received a good standing certificate for the Company each Borrower (dated as of the date no earlier than thirty (30) 30 days prior to the date hereof) from the office of the secretary of state of the state of its incorporation and each state in which it is qualified to do business as a foreign corporation; and (e) the Bank shall have received such other agreements, instruments, documents, certificates and opinions as the Bank may reasonably request.

Initial Advance. At or prior to the making of the initial extension of credit hereunder, the following conditions precedent shall also have been satisfied: (a) the Bank shall have received the following (and, with respect to all documents, each to be properly executed and completed) and the same shall have been approved as to form and substance by the Bank: (i) the Note; (ii) the Guaranty; (iii) copies (executed or certified as may be appropriate) of resolutions of the Board of Directors or other appropriate governing body of the Company Borrower and of each Subsidiary Guarantor authorizing the execution execution, delivery, and delivery performance of the Loan Documents to which it is a party, Documents; (iv) articles of incorporation (or equivalent formation documents) of the Borrower and of each Subsidiary Guarantor certified by the Secretary or Assistant Secretary appropriate governmental office of the Company and state of all other legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents to the extent the Bank or its counsel may reasonably requestorganization; (iiiv) by-laws (or equivalent governing documents) for the Borrower and for each Subsidiary Guarantor certified by an appropriate officer of such Person acceptable to the Bank; (vi) an incumbency certificate containing the name, title and genuine signatures of each signature of the CompanyBorrower's Authorized Representatives; and (ivvii) certified copies a good standing certificate for the Borrower and each Subsidiary, dated as of a date no earlier than 45 days prior to the articles date hereof, from the appropriate governmental offices in the state of its incorporation or charter organization and bylaws of in each state in the CompanyUnited States in which it is qualified to do business as a foreign organization; (b) the Bank shall have received the initial fees called for herebyclosing fee specified in Section 2.13(c) hereof; (c) the Bank shall have received such valuations and certifications as it may reasonably require in order to satisfy itself as to, the financial condition of the Company and its Subsidiaries, and the lack of material contingent liabilities of the Company and its Subsidiaries; (d) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents and to the transactions contemplated hereby shall be reasonably satisfactory to the Bank and its counsel; and the Bank shall have received the favorable written opinion of counsel for the Company in form and substance reasonably satisfactory to the Bank and its counsel; (d) the Bank shall have received financing statement, tax and judgment lien search results against the Property of the Borrower and its Subsidiaries, evidencing the absence of Liens on their Property except as permitted by Section 6.11 hereof; and (e) the Bank shall have received a good standing certificate for such other agreements, instruments, documents, certificates and opinions as the Company (dated as of the date no earlier than thirty (30) days prior to the date hereof) from the office of the secretary of state of the state of its incorporation and each state in which it is qualified to do business as a foreign corporation; andBank may reasonably request.

Initial Advance. At or prior to the making of the initial extension of credit hereunder, the following conditions precedent shall also have been satisfied: satisfied (which the Bank acknowledges were satisfied or waived prior to the Seventh Amendment Effective Date): (a) the Bank shall have received the following (each to be properly executed and completed) and the same shall have been approved as to form and substance by the Bank: : (i) this Agreement duly executed and delivered by the Note; Company and each Domestic Subsidiary party hereto as a guarantor; (ii) copies of resolutions of the Board of Directors or other appropriate body of Note from the Company authorizing the execution and delivery of the Loan Documents to which it is a party(iii) copies (executed or certified, certified by the Secretary or Assistant Secretary of the Company and as may be appropriate) of all other legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents to the extent the Bank or its counsel may reasonably request; ; (iiiiv) an incumbency certificate containing the name, name and title and genuine signatures of each of the Company's ’s Authorized Representatives; and (ivv) certified copies evidence of the articles of incorporation or charter insurance required by Section 7.4 hereof; and bylaws of the Company; (b) the Bank shall have received the initial fees called for hereby; (c) the Bank shall have received such valuations and certifications as it may reasonably require in order to satisfy itself as to, to the financial condition of the Company and its Subsidiaries, and the lack of material contingent liabilities of the Company and its Subsidiaries; ; (dc) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents and to the transactions contemplated hereby shall be reasonably satisfactory to the Bank and its counsel; and the Bank shall have received the favorable written opinion of counsel for the Company and each Guarantor in form and substance reasonably satisfactory to the Bank and its counsel; ; (ed) the Bank shall have received a good standing certificate for the Company and each Guarantor (dated as of the date no earlier than thirty (30) days prior to the date hereofDecember 1, 2005) from the office of the secretary of state of the state of its incorporation and each state in which it is qualified to do business as a foreign corporationincorporation; and

Initial Advance. At or prior to the making of the initial extension of credit hereunder, the following conditions precedent shall also have been satisfied: (a) the Bank shall have received the following (each to be properly executed and completed) and the same shall have been approved as to form and substance by the Bank: (i) the Revolving Credit Note; (ii) copies of resolutions of the Board of Directors or other appropriate body of Collateral Documents, including the Company authorizing the execution and delivery of the Loan Documents lockbox agreement required pursuant to which it is a party, certified Section 4.2 hereof together with any financing statements requested by the Secretary Bank in connection with the Collateral Documents; (iii) copies (executed or Assistant Secretary of the Company and certified, as may be appropriate) of all other legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents to the extent the Bank or its counsel may reasonably request; (iiiiv) an incumbency certificate containing the name, title and genuine signatures of each of the Company's Authorized Representatives; (v) evidence of insurance required by Section 8.4 hereof; and (ivvi) certified copies except to the extent waived in writing by the Bank, landlords' lien waivers in connection with the Property of the articles of incorporation or charter and bylaws of the CompanyCompany located in leased premises; (b) the Bank shall have received the initial fees called for hereby; (c) the Bank shall have received such valuations and certifications as it may reasonably require in order to satisfy itself as toto the value of the Collateral, the financial condition of the Company and its Subsidiaries, and the lack of material contingent liabilities of the Company and its Subsidiaries; (d) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents and to the transactions contemplated hereby and thereby shall be reasonably satisfactory to the Bank and its counsel; and the Bank shall have received the favorable written opinion of counsel for the Company in form and substance reasonably satisfactory to the Bank and its counsel; (e) the Bank shall have received a Borrowing Base certificate in the form attached hereto as Exhibit C showing the computation of the Borrowing Base in reasonable detail as of the close of business not earlier than the close of the most recently completed calendar week prior to the making of the initial extension of credit hereunder; and showing, among other things, Availability of at least $4,500,000; (f) the Merger shall have occurred and the Bank shall have received assurances satisfactory to it of the foregoing; (g) the Bank shall have received a good standing certificate for the Company (dated as of the date no earlier than thirty (30) days prior to the date hereof) from the office of the secretary of state of the state of its incorporation and each state in which it is qualified to do business as a foreign corporation; and; (h) the Liens granted to the Bank under the Collateral Documents shall have been perfected in a manner satisfactory to the Bank and its counsel; (i) the Bank shall have received a title insurance policy in the amount of $2,950,000 and issued by ▇▇▇▇▇▇▇ Title Insurance Company or another title company to be approved by the Bank (or a binding commitment therefor) on each parcel of real -28- property subject to the Lien of the California Trust Deed together with such endorsements thereto as the Bank requests; (j) the Bank shall have received fixed-asset appraisals on the equipment of the Company performed by valuation consultants acceptable to the Bank; (k) the Bank shall have reasonably satisfied itself concerning the environmental hazards and matters with respect to each parcel of real property; (l) the Bank shall have received such other agreements, instruments, documents, certificates and opinions as the Bank may reasonably request.

Initial Advance. At or prior to the making of the initial extension of credit hereunder, the following conditions precedent shall also have been satisfied: (a) the Bank Agent shall have received the following for the account of the Lenders (each to be properly executed and completed) and the same shall have been approved as to form and substance by the BankAgent and the Lenders: (i) the NoteNotes; (ii) copies of resolutions the Security Agreement, together with any financing statements requested by the Agent in connection therewith; (iii) the Pledge Agreement, together with certificates evidencing all of the Board of Directors or other appropriate body issued and outstanding capital stock of the Company authorizing the execution to be pledged pursuant thereto and delivery of the Loan Documents to which it is a partyblank stock powers therefor; (iv) copies (executed or certified, certified by the Secretary or Assistant Secretary of the Company and as may be appropriate) of all other legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents to the extent the Bank Agent or its counsel may reasonably request; (iiiv) an incumbency certificate containing the name, title and genuine signatures of each of the Company's Authorized Representatives; (vi) evidence of insurance required by Section 8.4 hereof; (vii) landlords' lien waivers in connection with the Property of the Company located in leased premises (provided that this condition shall be deemed satisfied in the case of each landlord not affiliated with the Company or any party to a Permitted Acquisition if the Company is unable despite its reasonable best efforts to obtain such a waiver); (viii) copy of BACE Management Agreement; and (ivix) certified copies copy of the articles of incorporation or charter and bylaws of the Company;Investment Agreement. (b) the Bank Agent shall have received for itself and for the Lenders the initial fees called for hereby; (c) the Bank each Lender shall have received such valuations and certifications as it may reasonably require in order to satisfy itself as toto the value of the Collateral, the financial condition of the Company and its Subsidiaries, and the lack of material contingent liabilities of the Company and its Subsidiaries; (d) the Company shall have obtained written commitments satisfactory to the Lenders in their sole discretion from third parties committing them to make at least $8,500,000 in cash equity contributions to the Company; (e) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents and to the transactions contemplated hereby shall be reasonably satisfactory to the Bank each Lender and its counsel; and the Bank Agent shall have received for the account of the Lenders the favorable written opinion of counsel for the Company in form and substance reasonably satisfactory to the Bank each Lender and its counsel; (ef) the Bank Agent shall have received for the account of the Lenders a good standing certificate for the Company (dated as of the date no earlier than thirty (30) 15 days prior to the date hereof) from the office of the secretary of state of the state of its incorporation and each state in which it is qualified to do business as a foreign corporation; (g) the Liens granted to the Agent under the Collateral Documents shall have been perfected in a manner satisfactory to each Lender and its counsel; and (h) the Agent shall have received for the account of the Lenders such other agreements, instruments, documents, certificates and opinions as the Agent or the Lenders may reasonably request.

Initial Advance. At or prior to the making of the initial extension of credit hereunder, the following conditions precedent shall also have been satisfied: (a) the Bank shall have received the following (each to be properly executed and completed) and the same shall have been approved as to form and substance by the Bank: (i) the Note; (ii) copies of resolutions of the Board of Directors or other appropriate body of the Company authorizing the execution and delivery of the Loan Documents to which it is a party, certified by the Secretary or Assistant Secretary of the Company and of all other legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents to the extent the Bank or its counsel may reasonably request; (iii) an incumbency certificate containing the name, title and genuine signatures of each of the Company's Authorized Representatives; and (iv) certified copies of the articles of incorporation or charter and bylaws of the Company; (b) the Bank shall have received the initial fees called for hereby; (c) the Bank shall have received such valuations and certifications as it may reasonably require in order to satisfy itself as toto the value and computation of the Borrowing Base, the financial condition of the Company and its Subsidiaries, and the lack of material contingent liabilities of the Company and its Subsidiaries; (d) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents and to the transactions contemplated hereby shall be reasonably satisfactory to the Bank and its counsel; and the Bank shall have received the favorable written opinion of counsel for the Company in form and substance reasonably satisfactory to the Bank and its counsel; (e) the Bank shall have received a Borrowing Base certificate in the form attached hereto as Exhibit B showing the computation of the Borrowing Base in reasonable detail as of the last day of the preceding fiscal month of the Company; (f) the Bank shall have received a good standing certificate for the Company (dated as of the date no earlier than thirty (30) days prior to the date hereof) from the office of the secretary of state of the state of its incorporation and each state in which it is qualified to do business as a foreign corporation; (g) payoff letters from the holders of indebtedness to be satisfied with proceeds of initial Loan hereunder together with releases and terminations of all liens and security interests securing such indebtedness, in each case reasonably satisfactory to the Bank; and (h) the Bank shall have received such other agreements, instruments, documents, certificates and opinions as the Bank may reasonably request.

Initial Advance. At or prior to the making The obligations of the initial extension of credit hereunder, Banks to make the Advances after the Closing Date are subject to the following conditions precedent shall also have been satisfiedprecedent: (a) the Bank Administrative Agent shall have received the following (each to be properly executed and completed) and the same shall have been approved as to form and substance by the Bankreceived: (i) the Note;a Loan Notice; and (ii) copies of resolutions a Borrowing Base Certificate calculated as of the Board of Directors or other appropriate body last day of the Company authorizing Fiscal Quarter most recently ended for which financial statements were required to be delivered pursuant to Section 8.1(a)(viii) or Section 7.1(a), as the execution and delivery of case may be, showing the Loan Documents Borrower to which it is a party, certified by the Secretary or Assistant Secretary of the Company and of all other legal documents or proceedings taken be in connection compliance with the execution and delivery of this Agreement and the other Loan Documents Section 6.17 after giving effect to the extent the Bank or its counsel may reasonably request; (iii) an incumbency certificate containing the name, title and genuine signatures of each of the Company's Authorized Representatives; and (iv) certified copies of the articles of incorporation or charter and bylaws of the Company;Advances. (b) the Bank representations and warranties contained in Article IV (other than the representations and warranties contained in Sections 4.4(a), 4.18 and 4.19 and, if the Borrower holds an Investment Grade Credit Rating at such time, Section 4.7(b)) shall be true and correct in all material respects on and as of the date of the Loan as though made on and as of that date (except that the financial statements referred to in Section 4.5(a) shall be deemed to refer to the most recent statements furnished pursuant to Section 7.1(b), if the same have received been so delivered, and the initial fees called for hereby;Borrowing Base Certificate referred to in Section 4.7(b) shall be deemed to refer to the most recent Borrowing Base Certificate delivered pursuant to Section 2.8, if the same has been so delivered); it being understood and agreed that any representation or warranty that is qualified as to materiality or “Material Adverse Effect” shall be true and correct in all respects; 76 (c) the Bank Administrative Agent shall have received such valuations and certifications other information relating to any matters which are the subject of Section 8.2(b) or the compliance by Borrower with this Agreement as it may reasonably require in order to satisfy itself as to, be requested by the financial condition Administrative Agent on behalf of the Company and its Subsidiaries, and the lack of material contingent liabilities of the Company and its Subsidiaries;a Bank; and (d) legal matters incident at and after giving effect to the execution Advances, no Default or Event of Default shall have occurred and delivery of this Agreement and be continuing. The Loan Notice submitted by the other Loan Documents and to the transactions contemplated hereby Borrower shall be reasonably satisfactory deemed to be a representation and warranty that the Bank conditions specified in this Section have been satisfied on and its counsel; and the Bank shall have received the favorable written opinion of counsel for the Company in form and substance reasonably satisfactory to the Bank and its counsel; (e) the Bank shall have received a good standing certificate for the Company (dated as of the date no earlier than thirty (30) days prior to the date hereof) from the office of the secretary of state of the state of its incorporation and each state in which it is qualified to do business as a foreign corporation; andLoan requested thereby.

Initial Advance. At or prior to the making of the initial extension of credit hereunder, the following conditions precedent shall also have been satisfied: (a) the Bank Agent shall have received the following for the account of the Lenders (each to be properly executed and completed) and the same shall have been approved as to form and substance by the Bankeach Lender: (i) the Noteone Revolving Credit Note for each Lender; (ii) copies of resolutions of the Board of Directors (executed or other appropriate body of the Company authorizing the execution and delivery of the Loan Documents to which it is a partycertified, certified by the Secretary or Assistant Secretary of the Company and as may be appropriate) of all other legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents to the extent the Bank Agent or its counsel may reasonably request; (iii) an incumbency certificate containing the name, title and genuine signatures of each of the Company's Companies' Authorized Representatives; and (iv) certified copies of the articles of incorporation or charter and bylaws of the Company; (b) the Bank Agent shall have received for itself the initial fees arrangement fee called for hereby; (c) the Bank shall have received such valuations and certifications as it may reasonably require in order to satisfy itself as to, the financial condition of the Company and its Subsidiaries, and the lack of material contingent liabilities of the Company and its Subsidiaries; (d) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents and to the transactions contemplated hereby shall be reasonably satisfactory to the Bank each Lender and its counsel; , and the Bank Agent shall have received for the account of the Lenders the favorable written opinion of counsel for the Company Hub Group in form and substance reasonably satisfactory to the Bank Agent and its counsel; (d) the Agent shall have received evidence reasonably satisfactory to it that the Public Hub Company shall have received proceeds of at least $30,000,000 (net only of reasonable underwriting discounts and commissions and other ordinary and necessary out-of-pocket expenses incurred by the Public Hub Company directly incurred and payable as a result of such issuance) from the Company's issuance and sale by public offering of equity securities and that Public Hub Company will use such proceeds to finance the portion of the Permitted Acquisitions not funded out of Revolving Credit Loans made hereunder; (e) the Bank Agent shall have received for the account of the Lenders a good standing certificate for the each Company and Guarantor (dated as of the date no earlier than thirty (30) 10 days prior to the date hereof) from the office of the secretary of state of the state of its incorporation and each state in which it is qualified to do business as a foreign corporationorganization; and (f) the Agent shall have received for the account of the Lenders such other agreements, instruments, documents, certificates and opinions as the Agent or the Lenders may reasonably request.

Initial Advance. At or prior to the making of the initial extension of credit hereunder, the following conditions precedent shall also have been satisfied: (a) the Bank shall have received the following (and, with respect to all documents, each to be properly executed and completed) and the same shall have been approved as to form and substance by the Bank: (i) the Note; (ii) this Agreement; (iii) copies (executed or certified as may be appropriate) of resolutions of the Board of Directors or other appropriate governing body of the Company each Borrower and of each Guarantor authorizing the execution execution, delivery, and delivery performance of the Loan Documents to which it is a party, Documents; (iv) articles of incorporation (or equivalent organizational document) of each Borrower and of each Guarantor certified by the Secretary or Assistant Secretary appropriate governmental office of the Company and state of all other legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents to the extent the Bank or its counsel may reasonably requestorganization; (iiiv) by-laws (or equivalent organizational document) for each Borrower and for each Guarantor certified by an appropriate officer of such Person acceptable to the Bank; (vi) an incumbency certificate containing the name, title and genuine signatures signature of each of the Company's Borrower’s Authorized Representatives; and (ivvii) certified copies good standing certificates for each Borrower and each Guarantor, dated as of a date no earlier than 30 days prior to the articles date hereof, from the appropriate governmental offices in the state of its incorporation or charter and bylaws of the Companyorganization; (b) the Bank shall have received the initial fees called for herebyhereby and by the fee letter between the Bank and the Borrowers dated December 12, 2013; (c) the Bank shall have received such valuations and certifications as it may reasonably require in order to satisfy itself as to, the financial condition of the Company and its Subsidiaries, and the lack of material contingent liabilities of the Company and its Subsidiaries; (d) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents and to the transactions contemplated hereby shall be reasonably satisfactory to the Bank and its counsel; and the Bank shall have received the favorable written opinion of counsel for the Company Borrowers and the Guarantors in form and substance reasonably satisfactory to the Bank and its counsel;; and (ed) the Bank shall have received a good standing certificate for such other agreements, instruments, documents, certificates and opinions as the Company (dated as of the date no earlier than thirty (30) days prior to the date hereof) from the office of the secretary of state of the state of its incorporation and each state in which it is qualified to do business as a foreign corporation; andBank may reasonably request.

Initial Advance. At or prior to the making of the initial extension of credit hereunder, the following conditions precedent shall also have been satisfied: (a) the Bank Agent shall have received the following for the account of the Lenders (each to be properly executed and completed) and the same shall have been approved as to form and substance by the Bank: Agent: (i) the Note; Notes; (ii) the Guaranty Agreements; (iii) copies of resolutions of the Board of Directors (executed or other appropriate body of the Company authorizing the execution and delivery of the Loan Documents to which it is a partycertified, certified by the Secretary or Assistant Secretary of the Company and as may be appropriate) of all other legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents to the extent the Bank Agent or its counsel may reasonably request; ; (iiiiv) an incumbency certificate containing the name, title and genuine signatures of each of the Company's Authorized Representatives; and and (ivv) certified copies of pay-off letter from the articles of incorporation or charter and bylaws of Existing Lenders under the Company;Existing Credit Agreement. (b) the Bank Agent shall have received the initial fees called for hereby; (c) the Bank each Lender shall have received such valuations and certifications as it may reasonably require in order to satisfy itself as to, to the financial condition of the Company and its Subsidiaries, and the lack of material contingent liabilities of the Company and its Subsidiaries; (d) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents and to the transactions contemplated hereby shall be reasonably satisfactory to the Bank each Lender and its counsel; and the Bank Agent shall have received for the favorable account of the Lenders the written opinion of counsel for the Company in form and substance reasonably satisfactory to the Bank Lender and its counsel; (e) the Bank Agent shall have received for the account of the Lenders a good standing certificate for the Company (dated as of the date no earlier than thirty (30) days prior to the date hereof) from the office of the secretary of state of the state of its incorporation and each state in which it is qualified to do business as a foreign corporation; and (f) the Agent shall have received for the account of the Lenders such other agreements, instruments, documents, certificates and opinions as the Agent or the Lenders may reasonably request. .

Initial Advance. At or prior The obligations of the Lender under this Agreement are, in addition to the making of the initial extension of credit hereunderconditions precedent specified in Section 3.02 hereof, subject to the following conditions precedent precedent, wherein each document to be delivered to the Lender shall also have been satisfiedbe in form and substance satisfactory to it: (a) the Bank shall have received the following (each to be properly executed and completed) and the same shall have been approved as to form and substance by the Bank:Borrower's Certificates -- (i) the Lender shall have received certificates of the Secretary of the Borrower in form and substance satisfactory to the Lender with respect to the authorization of the Borrower to execute and deliver the Note;, this Agreement and any other Security Instruments provided herein and authorization of the officers of the Borrower to sign such instruments, and specimen signatures of the officers so authorized. (ii) copies of resolutions of the Board of Directors or other appropriate body of the Company authorizing the execution and delivery of the Loan Documents to which it is Lender shall also have received a partycopy, certified as true by the Secretary or Assistant of the Borrower, of the Borrower's Articles of Organization filed with the Secretary of State of the Company and State of all other legal documents or proceedings taken in connection with the execution and delivery of this Agreement Texas and the other Loan Documents to Regulations governing the extent the Bank or its counsel may reasonably request; (iii) an incumbency certificate containing the name, title and genuine signatures of each of the Company's Authorized Representatives; and (iv) certified copies of the articles of incorporation or charter and bylaws of the Company;Borrower. (b) Other Certifications from the Bank Borrower -- the Lender shall have received such other certificates and documentation as deemed necessary or appropriate, including, without limitation, copies of the initial fees called for hereby;Borrower's certificate of good standing, issued by the Comptroller of the State of Texas; and, (c) Opinion Letter from Borrower's Counsel -- the Bank Lender shall have received from the Borrower's counsel a favorable written opinion as to such valuations matters contained in Sections 4.01, 4.02, 4.03, 4.04 and certifications 4.05 hereof; and as it to such counsel's knowledge of pending or threatened material litigation or governmental or regulatory proceedings against the Borrower; and as to such other matters incident to the transactions herein contemplated as the Lender may reasonably require in order to satisfy itself as to, the financial condition of the Company and its Subsidiaries, and the lack of material contingent liabilities of the Company and its Subsidiaries;request; and, (d) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents and to the transactions contemplated hereby shall be reasonably satisfactory to the Bank and its counsel; and the Bank Lender shall have received each of the favorable written opinion of counsel for the Company in form following documents, duly and substance reasonably satisfactory to the Bank and its counsel; validly executed: (ei) this Loan Agreement; (ii) the Bank shall have received a good standing certificate for Note; (iii) the Company Master Form Deeds of Trust; (dated as of iv) the date no earlier than thirty Master Financing Statement; (30v) days prior to the date hereof) from the office of the secretary of state of the state of its incorporation and each state in which it is qualified to do business as a foreign corporationSecurity Agreement; and,

Initial Advance. At or prior The Banks shall not be required to make the initial Advance hereunder unless the Company has furnished to the making of Agent with sufficient copies for the initial extension of credit hereunder, the following conditions precedent shall also have been satisfiedBanks: (a) Copies of the Bank shall have received Articles of Incorporation of the following (each to be properly executed Company, together with all amendments, and completed) and the same shall have been approved as to form and substance a certificate of good standing, both certified by the Bank:appropriate governmental officer in its jurisdiction of incorporation. (ib) the Note; (ii) copies of resolutions of the Board of Directors or other appropriate body of the Company authorizing the execution and delivery of the Loan Documents to which it is a partyCopies, certified by the Secretary or Assistant Secretary of the Company Company, of its By-Laws and of all its Board of Directors' resolutions (and resolutions of other legal documents or proceedings taken in connection with bodies, if any are deemed necessary by counsel for any Bank) authorizing the execution of the Loan Documents. (c) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Company, which shall identify by name and delivery title and bear the signature of this Agreement and the other officers of the Company authorized to sign the Loan Documents and to make borrowings hereunder, upon which certificate the Banks shall be entitled to rely until informed of any change in writing by the Company. (d) A certificate, signed by the chief financial officer of the Company, stating that on the initial Borrowing Date no Default or Unmatured Default has occurred and is continuing. (e) A written opinion of the Company's counsel, addressed to the extent Banks in substantially the form of Exhibit "B" hereto. (f) Notes payable to the order of each of the Banks. (g) Evidence satisfactory to the Banks that the 1990 Credit Agreement has been terminated and all indebtedness and obligations thereunder has been paid in full. (h) Such other documents as any Bank or its counsel may have reasonably request; (iii) an incumbency certificate containing the name, title and genuine signatures of each of the Company's Authorized Representatives; and (iv) certified copies of the articles of incorporation or charter and bylaws of the Company; (b) the Bank shall have received the initial fees called for hereby; (c) the Bank shall have received such valuations and certifications as it may reasonably require in order to satisfy itself as to, the financial condition of the Company and its Subsidiaries, and the lack of material contingent liabilities of the Company and its Subsidiaries; (d) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents and to the transactions contemplated hereby shall be reasonably satisfactory to the Bank and its counsel; and the Bank shall have received the favorable written opinion of counsel for the Company in form and substance reasonably satisfactory to the Bank and its counsel; (e) the Bank shall have received a good standing certificate for the Company (dated as of the date no earlier than thirty (30) days prior to the date hereof) from the office of the secretary of state of the state of its incorporation and each state in which it is qualified to do business as a foreign corporation; andrequested.

Initial Advance. At or prior to the making of the initial extension of credit hereunder, the following conditions precedent shall also have been satisfied: (a) the Bank shall have received the following (and, with respect to all documents, each to be properly executed and completed) and the same shall have been approved as to form and substance by the Bank: (i) the Note; (ii) this Agreement; (iii) copies (executed or certified as may be appropriate) of resolutions of the Board of Directors or other appropriate governing body of the Company each Borrower and of each Guarantor authorizing the execution execution, delivery, and delivery performance of the Loan Documents to which it is a party, Documents; (iv) articles of incorporation (or equivalent organizational document) of each Borrower and of each Guarantor certified by the Secretary or Assistant Secretary appropriate governmental office of the Company and state of all other legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents to the extent the Bank or its counsel may reasonably requestorganization; (iiiv) by-laws (or equivalent organizational document) for each Borrower and for each Guarantor certified by an appropriate officer of such Person acceptable to the Bank; (vi) an incumbency certificate containing the name, title and genuine signatures signature of each of the Company's Borrower’s Authorized Representatives; and (ivvii) certified copies good standing certificates for each Borrower and each Guarantor, dated as of a date no earlier than 30 days prior to the articles date hereof, from the appropriate governmental offices in the state of its incorporation or charter and bylaws of the Companyorganization; (b) the Bank shall have received the initial fees called for hereby; (c) the Bank shall have received such valuations and certifications as it may reasonably require in order to satisfy itself as to, the financial condition of the Company and its Subsidiaries, and the lack of material contingent liabilities of the Company and its Subsidiaries; (d) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents and to the transactions contemplated hereby shall be reasonably satisfactory to the Bank and its counsel; and the Bank shall have received the favorable written opinion of counsel for the Company Borrowers and the Guarantors in form and substance reasonably satisfactory to the Bank and its counsel;; and (ed) the Bank shall have received a good standing certificate for such other agreements, instruments, documents, certificates and opinions as the Company (dated as of the date no earlier than thirty (30) days prior to the date hereof) from the office of the secretary of state of the state of its incorporation and each state in which it is qualified to do business as a foreign corporation; andBank may reasonably request.

Initial Advance. At or prior to the making of the initial extension of credit Loan hereunder, the following conditions precedent shall also have been satisfied: (a) the Bank Administrative Agent shall have received the following (each to be properly executed and completed) and the same shall have been approved as to form and substance by the BankAdministrative Agent and the Lenders: (i) the NoteNotes; (ii) copies of resolutions of the Board of Directors (executed or other appropriate body of the Company authorizing the execution and delivery of the Loan Documents to which it is a partycertified, certified by the Secretary or Assistant Secretary of the Company and as may be appropriate) of all other legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents to the extent the Bank or its Administrative Agent and Co-Agent and their respective counsel may reasonably request; (iii) an incumbency certificate containing the name, title and genuine signatures of each of the Company's Authorized Representatives; and (iv) certified copies of the articles of incorporation or charter and bylaws of the Company; (b) legal matters incident to the Bank execution and delivery of this Agreement, the other Loan Documents and to the transactions contemplated hereby and thereby shall have received be reasonably satisfactory to the initial fees called for herebyAdministrative Agent and Co-Agent and their respective counsel; (c) the Bank Administrative Agent and Co-Agent shall have received a certificate of existence for the Company (dated as of the date no earlier than fifteen (15) days prior to the date hereof) from the Office of the Secretary of State of Iowa and each state in which it is required to be qualified to do business as a foreign corporation; and (d) the Administrative Agent and Co-Agent shall have received the favorable written opinion of counsel for the Company addressed to the Administrative Agent, the Co-Agent and the other Lenders in form and substance reasonably satisfactory to the Administrative Agent and Co-Agent and their respective counsel; (e) the Administrative Agent and the Co-Agent shall have received such valuations and certifications as it they may reasonably require in order to satisfy itself themselves as to, to the financial condition of the Company and its it Subsidiaries, and the lack of material contingent liabilities of the Company and its Subsidiaries; (df) legal matters incident to the execution Administrative Agent and delivery of this Agreement and the other Loan Documents and to the transactions contemplated hereby shall be reasonably satisfactory to the Bank and its counsel; and the Bank Co-Agent shall have received the favorable written opinion of counsel initial fees called for the Company in form and substance reasonably satisfactory to the Bank and its counselhereby; (eg) the Bank Administrative Agent and Co-Agent shall have received a good standing certificate for such other agreements, instruments, documents, certificates and opinions as the Company (dated as of the date no earlier than thirty (30) days prior to the date hereof) from the office of the secretary of state of the state of its incorporation Administrative Agent and each state in which it is qualified to do business as a foreign corporation; andCo-Agent may reasonably request.

Initial Advance. At or prior to the making of the initial extension of credit hereunder, the following conditions precedent shall also have been satisfied: (a) the Bank Agent shall have received the following for the account of the Lenders (each to be properly executed and completed) and the same shall have been approved as to form and substance by the Bank: Agent: (i) the Note; Notes; (ii) the Guaranty Agreements; (iii) copies of resolutions of the Board of Directors (executed or other appropriate body of the Company authorizing the execution and delivery of the Loan Documents to which it is a partycertified, certified by the Secretary or Assistant Secretary of the Company and as may be appropriate) of all other legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents to the extent the Bank Agent or its counsel may reasonably request; ; (iiiiv) an incumbency certificate containing the name, title and genuine signatures of each of the Company's Authorized Representatives; and and (ivv) certified copies of pay-off letter from the articles of incorporation or charter and bylaws of the Company;Existing (b) the Bank Agent shall have received the initial fees called for hereby; ; (c) the Bank each Lender shall have received such valuations and certifications as it may reasonably require in order to satisfy itself as to, to the financial condition of the Company and its Subsidiaries, and the lack of material contingent liabilities of the Company and its Subsidiaries; ; (d) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents and to the transactions contemplated hereby shall be reasonably satisfactory to the Bank each Lender and its counsel; and the Bank Agent shall have received for the favorable account of the Lenders the written opinion of counsel for the Company in form and substance reasonably satisfactory to the Bank Lender and its counsel; ; (e) the Bank Agent shall have received for the account of the Lenders a good standing certificate for the Company (dated as of the date no earlier than thirty (30) days prior to the date hereof) from the office of the secretary of state of the state of its incorporation and each state in which it is qualified to do business as a foreign corporation; andand (f) the Agent shall have received for the account of the Lenders such other agreements, instruments, documents, certificates and opinions as the Agent or the Lenders may reasonably request.

Initial Advance. At or prior to the making of the initial extension of credit Loan hereunder, the following conditions precedent shall also have been satisfied: (a) the Bank Lender shall have received the following (each to be properly executed and completed) and the same shall have been approved as to form and substance by the BankLender and the Lender: (i) the Note; (ii) copies an incumbency certificate containing the name, title and genuine signatures of resolutions each of the Board of Directors Company's Authorized Representatives; (iii) copies (executed or other appropriate body of the Company authorizing the execution and delivery of the Loan Documents to which it is a partycertified, certified by the Secretary or Assistant Secretary of the Company and as may be appropriate) of all other legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents to the extent the Bank Lender or its counsel may reasonably request; (iiiiv) an incumbency certificate containing opinion of Borrower's counsel in a form satisfactory to the name, title Lender and genuine signatures of each of the Company's Authorized Representatives; and (iv) certified copies of the articles of incorporation or charter and bylaws of the Company;its counsel. (b) legal matters incident to the Bank execution and delivery of this Agreement, the other Loan Documents and to the transactions contemplated hereby and thereby shall have received be satisfactory to the initial fees called for herebyLender and its counsel; (c) the Bank Lender shall have received such valuations and certifications as it may reasonably require in order to satisfy itself as to, to the financial condition of the Company and its Subsidiaries, and the lack of material contingent liabilities of the Company and its SubsidiariesCompany; (d) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents and to the transactions contemplated hereby shall be reasonably satisfactory to the Bank and its counsel; and the Bank shall have received the favorable written opinion of counsel for the Company in form and substance reasonably satisfactory to the Bank and its counsel; (e) the Bank Lender shall have received a good standing certificate of existence for the Company (dated as of the date no earlier than thirty fifteen (3015) days prior to the date hereof) from the office Office of the secretary Secretary of state State of the state of its incorporation Iowa and each state in which it is qualified to do business as a foreign corporation; and (e) the Lender shall have received such other agreements; instruments documents, certificates and opinions as the Lender may reasonably request.

Initial Advance. At or prior to the making of the initial extension of credit hereunder, the following conditions precedent shall also have been satisfied: (a) the Bank Agent shall have received the following for the account of the Lenders (each to be properly executed and completed) and the same shall have been approved as to form and substance by the Bank: Agent: (i) the Note; Notes; (ii) the Guaranty Agreements; (iii) copies of resolutions of the Board of Directors (executed or other appropriate body of the Company authorizing the execution and delivery of the Loan Documents to which it is a partycertified, certified by the Secretary or Assistant Secretary of the Company and as may be appropriate) of all other legal documents or proceedings taken in connection with the execution and delivery of this Agreement and the other Loan Documents to the extent the Bank Agent or its counsel may reasonably request; ; and (iiiiv) an incumbency certificate containing the name, title and genuine signatures of each of the Company's Authorized Representatives; and (iv) certified copies of the articles of incorporation or charter and bylaws of the Company;. (b) the Bank Agent shall have received the initial fees (if any) called for hereby; ; (c) the Bank each Lender shall have received such valuations and certifications as it may reasonably require in order to satisfy itself as to, to the financial condition of the Company and its Subsidiaries, and the lack of material contingent liabilities of the Company and its Subsidiaries; ; (d) legal matters incident to the execution and delivery of this Agreement and the other Loan Documents and to the transactions contemplated hereby shall be reasonably satisfactory to the Bank each Lender and its counsel; and the Bank Agent shall have received for the favorable account of the Lenders the written opinion of counsel for the Company in form and substance reasonably satisfactory to the Bank and its counsel; (e) the Bank shall have received a good standing certificate for the Company (dated as of the date no earlier than thirty (30) days prior to the date hereof) from the office of the secretary of state of the state of its incorporation and each state in which it is qualified to do business as a foreign corporation; andsatisfactory