Resolutions; Opinion. The Loan Parties shall deliver to the Administrative Agent on or before the effective date of such increase the following documents in a form reasonably acceptable to the Administrative Agent: # certifications of their corporate secretaries with attached resolutions certifying that the increase in the Revolving Credit Commitment and/or Incremental Term Loan has been approved by such Loan Parties, and # an opinion of counsel addressed to the Administrative Agent and the Lenders addressing the authorization and execution of the Loan Documents entered into in connection therewith by, and enforceability of such Loan Documents against, the Loan Parties.

Authorizing Resolutions. Buyer shall have furnished Seller a copy, certified by a manager of Buyer, of the duly adopted resolutions of the Board of Directors of Buyer approving this Agreement and authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

Authorizing Resolutions. Seller shall have furnished Buyer a copy, certified by an officer of Seller, of the duly adopted resolutions of the shareholders and the directors of Seller approving this Agreement and authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

Borrowing. Each Borrowing of a Revolving Credit Loan (each, a “Borrowing”) shall be made on notice, given not later than 11:00 a.m (New York time) on the third Business Day prior to the date of the proposed Borrowing in the case of a LIBOR Rate Advance, and not later than 12:00 p.m. (New York time) on the date of the proposed Borrowing in the case of a Base Rate Advance, by the Borrower Agent to the Agent. Each such notice of a Borrowing shall be by telephone, confirmed immediately in writing (by electronic transmission or otherwise as permitted hereunder), substantially in the form of [Exhibit B] (a “Notice of Borrowing”), specifying therein the requested # date of such Borrowing, # the Type of Advance comprising such Borrowing, # the aggregate principal amount of such Borrowing and # the Interest Period, in the case of a LIBOR Rate Advance.

Borrowing. Borrower may from time to time during the term of the Loan request Advances, partially or wholly repay amounts outstanding under the Loan, and reborrow the same, subject to all of the limitations, terms and conditions contained in this Agreement. Any request for Advance must be received by Lender no later than 1:00 p.m. (Phoenix time) on the Business Day prior to the Business Day that funding is requested. If at any time the aggregate outstanding principal balance under the Loan exceeds the Maximum Principal Amount, Borrower will immediately pay Lender such excess. No request for an Advance will be deemed received until Lender acknowledges the request. Each Authorized Person is authorized by Borrower to request Advances. Notwithstanding the foregoing, all Advances made to Borrower will be repaid by Borrower even if the Person requesting the Advance on behalf of Borrower lacks authorization.

Borrowing. Each Borrowing of a Revolving Credit Loan (each, a “Borrowing”) shall be made on notice, given not later than 2:00 p.m. (New York time) on the third Business Day prior to the date of the proposed Borrowing in the case of a LIBOR Rate Advance, and not later than 2:00 p.m. (New York time) on the date of the proposed Borrowing in the case of a Base Rate Advance, by the Borrower Agent to the Agent. Each such notice of a Borrowing shall be by telephone, confirmed immediately in writing (by electronic transmission or otherwise as permitted hereunder), substantially in the form of Exhibit B (a “Notice of Borrowing”), specifying therein the requested # date of such Borrowing, # the Type of Advance comprising such Borrowing, # the aggregate principal amount of such Borrowing and # the Interest Period, in the case of a LIBOR Rate Advance.

“Borrowing Resolutions” are, with respect to any Person, those resolutions substantially in the form attached hereto as [Exhibit D].

duly executed Borrowing Resolutions for Borrower;

duly executed original signatures to the completed Borrowing Resolutions for

duly executed signatures to the completed Borrowing Resolutions for Borrower;