Common use of Advances and Interest Clause in Contracts

Advances and Interest. (a) All Loans requested by ▇▇▇▇▇▇▇▇ must be requested by 11:00 A.M. Arizona time, five (5) Business Days prior to the date of such requested Loan. All requests or confirmations of requests for a Loan are to be in writing to Administrative Agent and may be sent by telecopy or facsimile transmission or by email provided that Administrative Agent shall have the right to require that receipt of such request not be effective unless confirmed via telephone with Lender. Borrower may not request more than one (1) Loan per calendar month. As express conditions precedent to Lender making each Loan to ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ shall deliver to Administrative Agent the documents, instruments and agreements required pursuant to Sections 2.4, 2.5, 2.6 and 2.7 (as applicable) of this Agreement (including, without limitation, the Loan Advance Request Form). Except as otherwise provided in this Section 2.2(a), all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Commitments, as the case may be, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other ▇▇▇▇▇▇’s obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender. (b) The following amounts shall be deducted from each Loan advanced hereunder: (i) as to the Tranche A Loan advanced hereunder, the applicable Commitment Fee and the Tranche A Documentation and Funding Expenses, (ii) as to the Tranche B Loan, the applicable Commitment Fee and the Documentation and Funding Expenses and (iii) as to the Tranche C Loan, the applicable Commitment Fee and the Documentation and Funding Expenses. (c) Beginning on the date of each Advance, the unpaid principal balance of all advanced Loans and all other Obligations hereunder shall bear interest, subject to the terms hereof, at the Applicable Rate. All payments shall be due to Administrative Agent on the applicable Payment Date, or if such day is not a Business Day, the next succeeding Business Day. If Borrower fails to make a monthly payment due within five (5) Business Days after the date such payment is due, Administrative Agent, on behalf of the Lenders, shall have the right to require Borrower to pay to Lender a late charge equal to five percent (5.0%) of the past due payment. After the occurrence and during the continuance of an Event of Default hereunder, Administrative Agent, on behalf of the Lenders, shall have the right to increase the per annum effective rate of interest on all Loans outstanding hereunder to a rate equal to 500 basis points in excess of the Applicable Rate (the “Default Rate”), which Default Rate shall be payable solely after the occurrence of an Event of Default. All contractual rates of interest chargeable on outstanding Loans, shall continue to accrue and be paid even after default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lenders have charged or received interest hereunder in excess of the highest applicable rate, Administrative Agent, shall in its sole discretion and acting on behalf of the Lenders, apply and set off such excess interest received by Lenders against other Obligations hereunder due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such law. (d) Interest shall be computed on the basis of a 360-day year, and twelve 30-day months. For any partial month interest periods, interest will be charged for the actual number of days elapsed. In computing interest, (i) all payments received after 12:00 p.m. Arizona time on any day shall be deemed received at the opening of business on the next Business Day, and (ii) the date of the making of the Loans shall be included and the date of payment shall be excluded. Changes to the Applicable Rate based on changes to the Prime Rate, shall be effective as of the day immediately following the date of such change, and to the extent, of such change. (e) Upon the occurrence and during the continuance of an Event of Default and/or the maturity of any portion of the Obligations, any moneys on deposit with Administrative Agent may, at the direction of the Required Lenders, be applied against the Obligations in such order and manner as Administrative Agent may elect or as may otherwise be required under this Agreement.

Advances and Interest. (a) All Loans requested by ▇▇▇▇▇▇▇▇ must be requested by 11:00 A.M. Arizona time, (i) with respect to the Tranche A Loan, on the Closing Date, and (ii) otherwise, five (5) Business Days prior to the date of such requested Loan. All requests or confirmations of requests for a Loan are to be in writing to Administrative Agent and may be sent by telecopy or facsimile transmission or by email provided that Administrative Agent shall have the right to require that receipt of such request not be effective unless confirmed via telephone with Lender. Borrower may not request more than one (1) Loan per calendar month. As express conditions precedent to Lender making each Loan to ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ Borrower shall deliver to Administrative Agent the documents, instruments and agreements required pursuant to Sections 2.4, 2.5, and 2.6 and 2.7 (as applicable) of this Agreement (including, without limitation, the Loan Advance Request Form). Except as otherwise provided in this Section 2.2(a), all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total CommitmentsCommitments of the Lenders with respect to the applicable tranche of Loans, as the case may be, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other ▇▇▇▇▇▇Lender’s obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender. (b) The following amounts shall be deducted from each Loan advanced hereunder: (i) as to the Tranche A Loan advanced hereunder, the applicable Commitment Fee and the Tranche A applicable Documentation and Funding ExpensesFees, (ii) as to the Tranche B Loan, the applicable Commitment Fee and the applicable Documentation and Funding Expenses and Fees, (iii) as to the Tranche C Loan, the applicable Commitment Fee and the applicable Documentation and Funding ExpensesFees, and (iv) as to the Tranche D Loan, the applicable Commitment Fee and the applicable Documentation and Funding Fees. (c) Beginning on the date of each Advance, the unpaid principal balance of all advanced Loans and all other Obligations hereunder shall bear interest, payable in arrears, subject to the terms hereof, at the Applicable Rate. All payments shall be due to Administrative Agent on the applicable Payment Date, or if such day is not a Business Day, the next succeeding Business Day. If Borrower fails to make a monthly payment due within five (5) Business Days after the date such payment is due, Administrative Agent, on behalf of the Lenders, shall have the right to require Borrower to pay to Lender a late charge equal to five percent (5.05%) of the past due payment. After the occurrence and during the continuance of an Event of Default hereunder, Administrative Agent, on behalf of the Lenders, shall have the right to increase the per annum effective rate of interest on all Loans outstanding hereunder to a rate equal to 500 400 basis points in excess of the Applicable Rate (the “Default Rate”), which Default Rate shall be payable solely after the occurrence of an Event of Default. All contractual rates of interest chargeable on outstanding Loans, shall continue to accrue and be paid even after default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lenders have charged or received interest hereunder in excess of the highest applicable rate, Administrative Agent, shall in its sole discretion and acting on behalf of the Lenders, apply and set off such excess interest received by Lenders against other Obligations hereunder due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such law. (d) Interest shall be computed on the basis of a 360-day year, and twelve 30-day months. For any partial month interest periods, interest will be charged for the actual number of days elapsed. In computing interest, (i) all payments received after 12:00 p.m. Arizona time on any day shall be deemed received at the opening of business on the next Business Day, and (ii) the date of the making of the Loans shall be included and the date of payment shall be excluded. Changes to the Applicable Rate based on changes to the Prime Rate, shall be effective as of the day immediately following the date of such change, and to the extent, of such change. (e) Upon the occurrence and during the continuance of an Event of Default and/or the maturity of any portion of the ObligationsMaturity Date, any moneys on deposit with Administrative Agent may, at the direction of the Required Lenders, be applied against the Obligations in such order and manner as Administrative Agent may elect or as may otherwise be required under this Agreement.

Advances and Interest. (a) All Loans requested by ▇▇▇▇▇▇▇▇ Borrower must be requested by 11:00 A.M. Arizona time, five (5) Business Days prior to the date of such requested Loan. All requests or confirmations of requests for a Loan are to be in writing to Administrative Agent and may be sent by telecopy or facsimile transmission or by email provided that Administrative Agent shall have the right to require that receipt of such request not be effective unless confirmed via telephone with Lender. Borrower may not request more than one (1) Loan per calendar month. As express conditions precedent to Lender making each Loan to ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ shall deliver to Administrative Agent the documents, instruments and agreements required pursuant to Sections 2.4, 2.5, and 2.6 and 2.7 (as applicable) of this Agreement (including, without limitation, the Loan Advance Request Form). Except as otherwise provided in this Section 2.2(a), all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Commitments, as the case may be, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other ▇▇▇▇▇▇’s obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender. (b) The following amounts shall be deducted from each Loan advanced hereunder: (i) as to the Tranche A Loan advanced hereunder, : the applicable Commitment Fee and the Tranche A Documentation and Funding Expenses, (ii) as to the Tranche B Loan, the applicable Commitment Fee and the Documentation and Funding Expenses and (iii) as to the Tranche C Loan, the applicable Commitment Fee and the Documentation and Funding ExpensesFee. (c) Beginning on the date of each Advance, the unpaid principal balance of all advanced Loans and all other Obligations hereunder shall bear interest, subject to the terms hereof, at the Applicable Rate. All payments shall be due to Administrative Agent on the applicable Payment Date, or if such day is not a Business Day, the next succeeding Business Day. If Borrower fails to make a monthly payment due within five (5) Business Days after the date such payment is due, Administrative Agent, on behalf of the Lenders, shall have the right to require Borrower to pay to Lender a late charge equal to five percent (5.05%) of the past due payment. After the occurrence and during the continuance of an Event of Default hereunder, Administrative Agent, on behalf of the Lenders, shall have the right to increase the per annum effective rate of interest on all Loans outstanding hereunder to a rate equal to 500 basis points in excess of the Applicable Rate (the “Default Rate”), which Default Rate shall be payable solely after the occurrence of an Event of Default. All contractual rates of interest chargeable on outstanding Loans, shall continue to accrue and be paid even after default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lenders have charged or received interest hereunder in excess of the highest applicable rate, Administrative Agent, shall in its sole discretion and acting on behalf of the Lenders, apply and set off such excess interest received by Lenders against other Obligations hereunder due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such law. (d) Interest shall be computed on the basis of a 360-day year, and twelve 30-day months. For any partial month interest periods, interest will be charged for the actual number of days elapsed. In computing interest, (i) all payments received after 12:00 p.m. Arizona time on any day shall be deemed received at the opening of business on the next Business Day, and (ii) the date of the making of the Loans shall be included and the date of payment shall be excluded. Changes to the Applicable Rate based on changes to the Prime Rate, shall be effective as of the day immediately following the date of such change, and to the extent, of such change. (e) Upon the occurrence and during the continuance of an Event of Default and/or the maturity of any portion of the Obligations, any moneys on deposit with Administrative Agent may, at the direction of the Required Lenders, be applied against the Obligations in such order and manner as Administrative Agent may elect or as may otherwise be required under this Agreement.

Advances and Interest. (a) All Loans requested by ▇▇▇▇▇▇▇▇ must be requested by 11:00 A.M. Arizona time, five (5) Business Days prior to the date of such requested Loan; provided that with respect to the Tranche A Loan on the Closing Date may be requested by Borrower by 11:00 A.M. Arizona time, one (1) Business Day prior to the Closing Date (or such shorter period as agreed by the Administrative Agent in writing in its sole discretion). All requests or confirmations of requests for a Loan are to be in writing to Administrative Agent and may be sent by telecopy or facsimile transmission or by email provided that Administrative Agent shall have the right to require that receipt of such request not be effective unless confirmed via telephone with LenderAdministrative Agent. Borrower may not request more than one (1) Loan per calendar month. As express conditions precedent to Lender making each Loan to ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ Borrower shall deliver to Administrative Agent the documents, instruments and agreements required pursuant to Sections 2.4, 2.5, 2.6 and or 2.7 (as applicable) of this Agreement (including, without limitation, the Loan Advance Request Form). Except as otherwise provided in this Section 2.2(a), all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Commitments, as the case may be, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other ▇▇▇▇▇▇’s obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender. (b) The following amounts shall be deducted from each Loan advanced hereunder: (i) as to the Tranche A Loan advanced hereunder, the applicable Commitment Fee and the Tranche A Documentation and Funding Expenses, Fee (ii) as to the Tranche B LoanLoan advanced hereunder, the applicable Commitment Fee and the applicable Documentation and Funding Expenses and Fees, (iii) as to the Tranche C LoanLoan advanced hereunder, the applicable Commitment Fee and the applicable Documentation and Funding ExpensesFees and (iv) as to the Tranche D Loan advanced hereunder, the applicable Commitment Fee and the applicable Documentation and Funding Fees. (c) Beginning on the date of each Advance, the unpaid principal balance of all advanced Loans and all other Obligations hereunder shall bear interest, subject to the terms hereof, at the Applicable Rate. All payments shall be due to Administrative Agent on the applicable Payment Date, or if such day is not a Business Day, the next succeeding Business Day. If Borrower fails to make a monthly payment due within five (5) Business Days after the date such payment is due, Administrative Agent, on behalf of the Lenders, shall have the right to require require, upon its or Required Lenders’ election, Borrower to pay to Lender a late charge equal to five percent (5.05%) of the past due payment. After the occurrence and during the continuance of an Event of Default hereunder, Administrative Agent, on behalf of the Lenders, shall have the right right, upon its or Required Lenders’ written election, to increase the per annum effective rate of interest on all Loans and other amounts outstanding hereunder to a rate equal to 500 basis points in excess of the Applicable Rate (the “Default Rate”), which Default Rate shall be payable solely after ) until such time as the occurrence of an applicable Event of DefaultDefault has been cured or waived hereunder. All contractual rates of interest chargeable on outstanding Loans, shall continue to accrue and be paid even after default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lenders have charged or received interest hereunder in excess of the highest applicable rate, Administrative Agent, shall in its sole discretion and acting on behalf of the Lenders, apply and set off such excess interest received by Lenders against other Obligations hereunder due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such law. (d) Interest shall be computed on the basis of a 360-day year, and twelve 30-day months. For any partial month interest periods, interest will be charged for the actual number of days elapsed. In computing interest, (i) all payments received after 12:00 p.m. Arizona time on any day shall be deemed received at the opening of business on the next Business Day, and (ii) the date of the making of the Loans shall be included and the date of payment shall be excluded. Changes to the Applicable Rate based on changes to the Prime Rate, shall be effective as of the day immediately following the date of such change, and to the extent, of such change. (e) Upon the occurrence and during the continuance of an Event of Default and/or the maturity of any portion of the Obligations, any moneys on deposit with Administrative Agent may, at the direction of the Required Lenders, be applied against the Obligations in such order and manner as Administrative Agent may elect or as may otherwise be required under this Agreement.

Advances and Interest. (a) All Loans requested by ▇▇▇▇▇▇▇▇ must be requested by 11:00 A.M. Arizona time, five (5) Business Days prior Subject to the date terms and conditions of this Agreement, we shall make up to $50,000,000 (the “Maximum Credit Facility”) available upon your request therefor. In connection with the foregoing, we will make revolving credit advances to you, in our reasonable sole discretion, in an aggregate principal amount at any time outstanding equal to the lessen of: (i) the Maximum Credit Facility or (ii) the Borrowing Base at such requested Loan. All requests or confirmations of requests for a Loan are to be in writing to Administrative Agent and may be sent by telecopy or facsimile transmission or by email provided that Administrative Agent shall have the right to require that receipt of such request not be effective unless confirmed via telephone with Lender. Borrower may not request more than one time. (1) Loan per calendar monthNotwithstanding subparagraph 3.1(a) above and paragraph 4.15 below, upon your request and only after you have delivered to us cash flow projections in form and substance satisfactory to us in our reasonable sole discretion, we may in our sole and unfettered discretion make available to you from time to time advances in excess of the Borrowing Base not to exceed: (i) $5,000,000 at any one time outstanding and (ii) the Maximum Credit Facility (the “Overadvance Facility”). As express The Overadvance Facility is subject to all of the terms and conditions precedent applicable to Lender all revolving credit advances made hereunder. (2) The Overadvance Facility shall be repayable on demand and in any event no later than ninety (90) days from the date that such Overadvance Facility has been extended to you, shall constitute Obligations hereunder and be secured by the Collateral, and shall bear interest at the rate set forth in paragraph 3.4. 3.2 Without in any way circumscribing our rights under this Agreement, and by way of illustration only and not by way of limitation, we may, in the exercise of our reasonable sole discretion, at any time and from time to time, hold any reserve we deem necessary as security for the payment and performance of your Obligations, and/or change any advance rates or entirely cease making advances, in each Loan to ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ case utilizing our customary credit considerations. In no event shall deliver to Administrative Agent the documents, instruments and agreements required aggregate amount of all revolving credit advances made pursuant to Sections 2.4paragraph 3.1 above, 2.5from time to time outstanding, 2.6 exceed the lesser of sum of the Borrowing Base and 2.7 (as applicable) of this Agreement (includingthe Overadvance Facility, without limitationif such Overadvance Facility is outstanding, or the Loan Advance Request Form). Except as otherwise provided in this Section 2.2(a), all Loans Maximum Credit Facility. 3.3 All loans and advances by us to you under this Agreement shall be made constitute Obligations secured by the Lenders simultaneously and proportionately to their Pro Rata Shares our security interest in all of the Total Commitments, as the case may be, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other ▇▇▇▇▇▇’s obligation to make a Loan requested Collateral granted hereunder, and each Lender by all other security interests, liens, and encumbrances heretofore, now or at any time or times hereafter granted by you to us. All loans or advances shall be obligated charged to make the Loans required your account on our books, and shall be payable on demand at our offices or at such other place as we may from time to be made by it by the terms of this Agreement regardless of the failure by any other Lendertime designate. (ba) The following amounts Interest shall be deducted from payable by you (and changed to your account as of the end of each Loan advanced hereundermonth) on the average of the net balances owing by you to us in your account at the close of each day during such month. The rate of interest applicable in any given Interest Period and charged to your account (the “Applicable Interest Rate”) shall be either: (i) as to the Tranche A Loan advanced hereunder, Chase Rate plus the applicable Commitment Fee and the Tranche A Documentation and Funding Expenses, Applicable Margin or (ii) if you elect as to the Tranche B Loanprovided subparagraph 3.4(b) below, the applicable Commitment Fee LIBOR Rate plus the Applicable Margin. Any change in the rate of interest hereunder due to a change in the Chase Rate or LIBOR Rate shall take effect as of the first of the month following such change in the Chase Rate or LIBOR Rate. Interest shall be calculated based on a 360-day year. Interest shall be charged on all advances, all charges hereunder, and the Documentation and Funding Expenses and (iii) as any debit balance in your account. We shall be entitled to the Tranche C Loan, the applicable Commitment Fee and the Documentation and Funding Expenses. (c) Beginning on the date of each Advance, the unpaid principal balance of all advanced Loans and all other Obligations hereunder shall bear interest, subject to the terms hereof, charge your account at the Applicable Rate. All payments shall be due to Administrative Agent on the applicable Payment Date, or if such day is not a Business Day, the next succeeding Business Day. If Borrower fails to make a monthly payment due within five (5) Business Days after the date such payment is due, Administrative Agent, on behalf of the Lenders, shall rate provided for herein until all Obligations have the right to require Borrower to pay to Lender a late charge equal to five percent (5.0%) of the past due paymentbeen paid and satisfied in full. After the occurrence and during the continuance of an Event of Default hereunderand for so long as such Default continues, Administrative Agent, on behalf all of the LendersObligations shall, shall have the right to increase the at our option, bear interest at a rate per annum effective rate of interest on all Loans outstanding hereunder to a rate equal to 500 basis points in excess of the Applicable Rate (the “Default Rate”), which Default Rate shall be payable solely after the occurrence of an Event of Default. All contractual rates of interest chargeable on outstanding Loans, shall continue to accrue and be paid even after default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest rate charged hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any law which a court of competent jurisdiction shallapplicable law; however, in a final determination, deem applicable hereto. In the event that such court determines Lenders we receive or have charged or received interest hereunder in excess of the highest rate permissible under applicable ratelaw, Administrative Agentyour sole remedy shall be to seek repayment of such excess, shall and you hereby waive any and all other rights and remedies which may be available to you under law or in its sole discretion and acting on behalf of the Lenders, apply and set off such excess interest received by Lenders against other Obligations hereunder due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such lawequity. (db) Subject to the terms and conditions hereof, you may request that the Applicable Interest shall Rate be computed on the basis of a 360-day year, LIBOR Rate in accordance with the terms and twelve 30-day months. For any partial month interest periods, interest will be charged for the actual number of days elapsed. In computing interest, conditions described below: (i) all payments received after 12:00 p.m. Arizona time Provided that no Default has occurred and is continuing, you may, on any day at least three (3) business days’ prior written notice to us prior to the end of an Interest Period, elect to change the Applicable Interest Rate from the Chase Rate plus the Applicable Margin to the LIBOR Rate plus the Applicable Margin or from the LIBOR Rate plus the Applicable Margin to the Chase Rate plus the Applicable Margin, whichever is applicable under the circumstances. Except as provided below, the Applicable Interest Rate with respect to each subsequent Interest Period shall be deemed received at the opening of business on the next Business Day, and (ii) the date of the making of the Loans shall be included and the date of payment shall be excluded. Changes to the Applicable Interest Rate based on changes to the Prime Rate, shall be effective as of the last day of the immediately following preceding Interest Period, unless you have notified us of your intent to change the date of such change, and to Applicable Interest Rate in accordance with the extent, of such change. (e) immediately preceding sentence. Upon the occurrence and during the continuance of an Event of a Default, the Applicable Interest Rate shall be or become the Default and/or Rate if we in our sole discretion elect to charge the maturity of any portion of Default Rate. (ii) Notwithstanding anything to the Obligationscontrary contained herein, any moneys on deposit with Administrative Agent may, at the direction of the Required Lenders, be applied against the Obligations in such order and manner as Administrative Agent may elect or as may otherwise we shall not be required to purchase United States Dollar deposits in the London interbank market or from any other applicable LIBOR Rate market or source or otherwise “match funds” to fund any loans, but any and all provisions hereof relating to LIBOR Rates shall be deemed to apply as if we had purchased such deposits to fund any LIBOR Rates. 3.5 In addition to the fees and changes under this Agreement, you will pay us, as of the date hereof, a facility fee in the amount of $50,000.00, which shall be inclusive of all fees for the use of our in-house counsel in connection with the initial preparation, negotiation, execution and delivery of this Agreement and all other agreements and documents executed in connection therewith. 3.6 We shall be entitled to receive and you shall pay us a Collateral management fee of $1,000.00 per month, which we shall charge to your account as of the end of each fiscal month. 3.7 We shall render to you each month a statement of your account which shall be deemed to be correct and accepted by and binding upon you, and shall constitute an account stated between us except to the extent that we receive a written statement of your specific exceptions, within thirty (30) days after such statement has been rendered to you. 3.8 You shall make each payment under this Agreement on the day when due in immediately available funds in U.S. Dollars. If we receive any payment from you or on behalf of you in a currency other than in U.S. Dollars, we shall convert the payment (including the monetary proceeds of realization upon any Collateral) into the Equivalent Amount of U.S. Dollars as determined on the Business Day immediately preceding the date of receipt of such actual payment. The Obligations shall be satisfied only to the extent of the amount actually received by us upon such conversion.

Advances and Interest. (a) All Loans requested by ▇▇▇▇▇▇▇▇ Borrower must be requested by 11:00 A.M. Arizona time, five (5) Business Days prior to the date of such requested Loan. All requests or confirmations of requests for a Loan are to be in writing to Administrative Agent and may be sent by telecopy or facsimile transmission or by email provided that Administrative Agent Lender shall have the right to require that receipt of such request not be effective unless confirmed via telephone with Lender. Borrower may not request more than one (1) Loan per calendar month. As express conditions precedent to Lender making each Loan to ▇▇▇▇▇▇▇▇Borrower, ▇▇▇▇▇▇▇▇ Borrower shall deliver to Administrative Agent Lender the documents, instruments and agreements required pursuant to Sections Section 2.3, 2.4, 2.5, 2.6 and 2.7 2.5 (as applicable) of this Agreement (including, without limitation, the Loan Advance Payment Request Form). Except as otherwise provided in this Section 2.2(a), all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Commitments, as the case may be, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other ▇▇▇▇▇▇’s obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender. (b) The following amounts shall be deducted from each Loan advanced hereunder: (i) as to the Tranche A Loan advanced hereunder, the applicable Commitment Fee and the Tranche A Documentation and Funding Expenses, (ii) as to the Tranche B Loan, the applicable Commitment Fee and the Documentation and Funding Expenses and (iii) as to the Tranche C Loan, the applicable Commitment Fee and the Documentation and Funding ExpensesFee. (c) Beginning on the date of each Advance, the unpaid principal balance of all advanced Loans and all other Obligations hereunder shall bear interest, subject to the terms hereof, at the Applicable Rate. All payments shall be due to Administrative Agent on the applicable Payment Date, or if such day is not a Business Day, the next succeeding Business Day. If Borrower fails to make a monthly payment due within five (5) Business Days after the date such payment is due, Administrative Agent, on behalf of the Lenders, Lender shall have the right to require Borrower to pay to Lender a late charge equal to five ten percent (5.010%) of the such amount past due paymentdue. After the occurrence and during the continuance of an Event of Default hereunder, Administrative Agent, on behalf of the Lenders, Lender shall have the right to increase the per annum effective rate of interest on all Loans outstanding hereunder to a rate equal to 500 basis points in excess of the Applicable Rate (the “Default Rate”), which Default Rate shall be payable solely after the occurrence of an Event of Default. All contractual rates of interest chargeable on outstanding Loans, shall continue to accrue and be paid even after default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lenders have Lender has charged or received interest hereunder in excess of the highest applicable rate, Administrative Agent, Lender shall in its sole discretion and acting on behalf of the Lendersdiscretion, apply and set off such excess interest received by Lenders Lender against other Obligations hereunder due or to become due and such rate shall automatically be reduced to the maximum rate permitted by such law. (d) Interest shall be computed on the basis of a 360-day year, and twelve 30-day months. For any partial month interest periods, interest will be charged year of 360 days for the actual number of days for the actual number of days elapsed. In computing interest, (i) all payments received after 12:00 p.m. Arizona time on any day shall be deemed received at the opening of business on the next Business Day, and (ii) the date of the making of the Loans shall be included and the date of payment shall be excluded. Changes to the Applicable Rate based on changes to the Prime Rate, shall be effective as of the day immediately following the date of such change, and to the extent, of such change. (e) Upon the occurrence and during the continuance of an Event of Default and/or the maturity of any portion of the Obligations, any moneys on deposit with Administrative Agent mayLender shall, at the direction of the Required LendersLender’s option, be applied against the Obligations in such order and manner as Administrative Agent Lender may elect or as may otherwise be required under this Agreement.