Common use of Procedure for Swing Line Loans Clause in Contracts

Procedure for Swing Line Loans. Unless the Swing Line Lender has notified the Borrower that the Swing Line has been terminated or suspended as provided in Section 2.1.3, each request by the Borrower for a Swing Line Loan hereunder must be given by the Borrower to the Swing Line Lender and the Agent not later than 1:00 p.m.. (Denver time) on the Business Day on which such Swing Line Loan is proposed to be made. Each request for a Swing Line Loan hereunder shall be irrevocable and shall be deemed a representation by the Borrower that on the requested Loan Date and after giving effect to the requested Swing Line Loan the applicable conditions specified in Article VIII have been and will be satisfied. Each request for a Swing Line Loan hereunder shall specify (i) the requested Loan Date, (ii) the amount of the Swing Line Loan to be made on such date (and, in the case of a requested Swing Line Bond Loan, the amount of the purchase price or principal payment of the Bonds to be financed by such Swing Line Bond Loan), which shall be in a minimum amount of $100,000 and an integral multiple of $100,000. Unless the Swing Line Lender has received written notice from the Agent (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.1.3(a) or (ii) that any applicable condition specified in Article VIII has not been satisfied or waived, the Agent will make available to the Borrower at the Agent's principal office in Denver, Colorado in immediately available funds not later than 2:30 p.m. (Denver time) on the requested Loan Date the amount of the requested Swing Line Loans to the extent received from the Swing Line Lender.

Procedure for Swing Line Loans. Unless (a) The Company may borrow under the Swing Line Commitment on any Business Day until the Revolving Termination Date; provided, that the Company shall give the Swing Line Lender has notified the Borrower that the Swing Line has been terminated irrevocable written notice signed by a Responsible Officer or suspended as provided in Section 2.1.3, each request by the Borrower for a Swing Line Loan hereunder an authorized designee (which notice must be given received by the Borrower to the Swing Line Lender and prior to 11:00 a.m. (local time)) with a copy to the Agent not later than 1:00 p.m.. (Denver time) on specifying the Business Day on which such Swing Line Loan is proposed to be made. Each request for a Swing Line Loan hereunder shall be irrevocable and shall be deemed a representation by the Borrower that on the requested Loan Date and after giving effect to amount of the requested Swing Line Loan the applicable conditions specified in Article VIII have been and will be satisfied. Each request for a Swing Line Loan hereunder shall specify (i) the requested Loan Date, (ii) the amount of the Swing Line Loan to be made on such date (and, in the case of a requested Swing Line Bond Loan, the amount of the purchase price or principal payment of the Bonds to be financed by such Swing Line Bond Loan), which shall be in a minimum amount of $100,000 and an integral or a whole multiple of $100,000100,000 in excess thereof. Unless The proceeds of the Swing Line Loan will be made available by the Swing Line Lender has received written notice from to the Agent (i) directing Company in immediately available funds at the office of the Swing Line Lender not by 1:00 p.m. (local time) on the date of such notice. The Company may at any time and from time to make time, prepay the Swing Line Loans, in whole or in part, without premium or penalty, by notifying the Swing Line Lender prior to 11:00 a.m. (local time) on any Business Day of the date and amount of prepayment with a copy to the Agent. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments shall be in an aggregate principal amount of $100,000 or a whole multiple of $100,000 in excess thereof. (b) If any Swing Line Loan shall remain outstanding at 11:00 a.m. (local time) on the fifth Business Day following the date of such Swing Line Loan as and if by such time on such fifth Business Day the Agent shall have received neither (i) a result Notice of Borrowing delivered by the Company pursuant to Section 2.03 requesting that Revolving Loans be made pursuant to subsection 2.01(b) on the immediately succeeding Business Day in an amount at least equal to the principal amount of such Swing Line Loan for the purpose of refunding such Swing Line Loan nor (ii) any other notice satisfactory to the Agent indicating the Company's intent to repay such Swing Line Loan on or before the immediately succeeding Business Day with funds obtained from other sources or to extend such Swing Line Loan, then on such Business Day the Swing Line Lender shall (and on any Business Day the Swing Line Lender in its sole discretion may), on behalf of the limitations set forth Company (which hereby irrevocably directs the Swing Line Lender to act on its behalf) request the Agent to notify each Revolving Lender to make a Base Rate Loan in an amount equal to such Revolving Lender's Pro Rata Revolving Share of (A) in the first proviso case of such a request which is required to be made, the amount of the relevant Swing Line Loan and (B) in the case of such a discretionary request, the aggregate principal amount of the Swing Line Loans outstanding on the date such notice is given; provided, that absent notice by the Company to the first sentence contrary by such time on such fifth Business Day, the Company shall be deemed to have requested, at the end of such five Business Day period, that each outstanding Swing Line Loan be extended for an additional period of five Business Days, so long as the conditions specified in Section 2.1.3(a5.02 would be satisfied at the beginning of each such additional period, treating each such extension as if it were the making of a new Loan. Unless any of the events described in subsection 9.01(f) or (iig) that any applicable condition specified shall have occurred with respect to the Company (in Article VIII has not been satisfied or waived, which event the Agent will procedures of paragraph (d) of this Section 2.06 shall apply) each Revolving Lender shall make the proceeds of its Revolving Loan available to the Borrower Agent for the account of the Swing Line Lender at the Agent's principal office Payment Office in Denver, Colorado in funds immediately available funds not later than 2:30 prior to 1:00 p.m. (Denver local time) on the requested Loan Date Business Day next succeeding the date such notice is given. The proceeds of such Revolving Loans shall be immediately applied to repay the outstanding Swing Line Loans. Effective on the day such Revolving Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note. The Company shall pay to the Swing Line Lender, promptly following the Swing Line Lender's demand, the amount of the requested its outstanding Swing Line Loans to the extent amounts received from the Revolving Lenders are not sufficient to repay in full such outstanding Swing Line LenderLoans. (c) Notwithstanding anything herein to the contrary, the Swing Line Lender (i) shall not be obligated to make any Swing Line Loan if the conditions set forth in Article V have not been satisfied and (ii) shall not make any requested Swing Line Loan if, prior to 11:00 a.m. (local time) on the date of such requested Swing Line Loan, it has received a written notice from the Agent or any Revolving Lender directing it not to make further Swing Line Loans because one or more of the conditions specified in Article V are not then satisfied. (d) If prior to the making of a Revolving Loan required to be made by subsection 2.06

Procedure for Swing Line Loans. Unless (a) The Company may borrow under the Swing Line Lender has notified the Borrower that Loan Commitment on any Business Day until the Swing Line has been terminated or suspended as provided in Section 2.1.3, each request Termination Date; PROVIDED that the Company shall give the Agent irrevocable notice (which notice must be received by the Borrower for a Swing Line Loan hereunder must be given by Agent prior to 12:00 noon (Chicago time)) and the Borrower Agent shall promptly deliver to the Company and the Swing Line Lender and Bank a confirmation of such notice specifying the Agent not later than 1:00 p.m.. (Denver time) on the Business Day on which such Swing Line Loan is proposed to be made. Each request for a Swing Line Loan hereunder shall be irrevocable and shall be deemed a representation by the Borrower that on the requested Loan Date and after giving effect to amount of the requested Swing Line Loan the applicable conditions specified in Article VIII have been and will be satisfied. Each request for a Swing Line Loan hereunder shall specify (i) the requested Loan Date, (ii) the amount of the Swing Line Loan to be made on such date (and, in the case of a requested Swing Line Bond Loan, the amount of the purchase price or principal payment of the Bonds to be financed by such Swing Line Bond Loan), which shall be in a minimum amount of $100,000 and an integral or a whole multiple of $100,00050,000 in excess thereof. Unless The proceeds of the Swing Line Lender Loan will be made available by the Swing Line Bank to the Company in immediately available funds at the office of the Swing Line Bank by 2:00 p.m. (Chicago time) on the date of such notice. The Company may at any time and from time to time, prepay the Swing Line Loans, in whole or in part, without premium or penalty, by notifying the Agent prior to 12:00 noon (Chicago time) on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments shall be in an aggregate principal amount of $100,000 or a whole multiple of $50,000 in excess thereof. (b) The Agent, acting upon the request of the Swing Line Bank, at any time in its sole and absolute discretion, may on behalf of the Company (which hereby irrevocably directs the Agent to so act on its behalf) notify each Bank (including the Swing Line Bank) to make a Revolving Loan to the Company in a principal amount equal to such Bank's Pro Rata Share of the amount of such Swing Line Loan, unless any Bank or Banks shall be obligated, pursuant to SECTION 2.01(b), to make funds available to the Agent on the date such notice is given in an aggregate amount equal to or in excess of such Swing Line Loan, in which case such funds shall be applied by the Agent first to repay such Swing Line Loan and any remaining funds shall be made available to the Borrower in accordance with SECTION 2.01(b); PROVIDED, HOWEVER, that such notice shall be deemed to have automatically been given upon the occurrence of an Event of Default under SECTION 9.01(f) or (g). Upon notice from the Agent, each Bank (other than the Swing Line Bank) will immediately transfer to the Agent, for transfer to the Swing Line Bank, in immediately available funds, an amount equal to such Bank's Pro Rata Share of the amount of such Swing Line Loan so repaid. Each Bank's obligation to transfer the amount of such Revolving Loan to the Agent shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Bank or any other Person may have against the Swing Line Bank, (ii) the occurrence or continuance of a Default or an Event of Default or the termination of the Revolving Loan Commitments, (iii) any adverse change in the condition (financial or otherwise) of the Company or any other Person, (iv) any breach of this Agreement by the Company or any other Company or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (c) Notwithstanding anything herein to the contrary, the Swing Line Bank (i) shall not be obligated to make any Swing Line Loan if the conditions set forth in ARTICLE V have not been satisfied and (ii) shall not make any requested Swing Line Loan if, prior to 1:00 p.m. (Chicago time) on the date of such requested Swing Line Loan, it has received a written notice from the Agent or any Bank directing it not to make further Swing Line Loans because one or more of the conditions specified in ARTICLE V are not then satisfied. (d) If prior to the making of a Loan required to be made by SECTION 2.05(b) an Event of Default described in SECTION 9.01(f) or 9.01(g) shall have occurred and be continuing with respect to the Company, each Bank will, on the date such Loan was to have been made pursuant to the notice described in SECTION 2.05(b), purchase an undivided participating interest in the outstanding Swing Line Loans in an amount equal to its Pro Rata Share of the aggregate principal amount of Swing Line Loans then outstanding. Each Bank will immediately transfer to the Agent for the benefit of the Swing Line Bank, in immediately available funds, the amount of its participation. (e) Whenever, at any time after a Bank has purchased a participating interest in a Swing Line Loan, the Swing Line Bank receives any payment on account thereof, the Swing Line Bank will distribute to the Agent for delivery to each Bank its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Bank's participating interest was outstanding and funded); PROVIDED, HOWEVER, that in the event that such payment received by the Swing Line Bank is required to be returned, such Bank will return to the Agent for delivery to the Swing Line Bank any portion thereof previously distributed by the Swing Line Bank to it. (f) Each Bank's obligation to make the Loans referred to in SECTION 2.05(b) and to purchase participating interests pursuant to SECTION 2.05(d) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) directing any set-off, counterclaim, recoupment, defense or other right which such Bank or the Company may have against the Swing Line Lender not to make such Swing Line Loan as a result of Bank, the limitations set forth in the first proviso to the first sentence of Section 2.1.3(a) Company or any other Person for any reason whatsoever, (ii) that the occurrence or continuance of a Default or an Event of Default, (iii) any applicable adverse change in the condition specified in Article VIII has not been satisfied (financial or waived, the Agent will make available to the Borrower at the Agent's principal office in Denver, Colorado in immediately available funds not later than 2:30 p.m. (Denver timeotherwise) on the requested Loan Date the amount of the requested Swing Line Loans Company, (iv) any breach of this Agreement or any other Loan Document by the Company, any Subsidiary or any other Bank, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the extent received from the Swing Line Lenderforegoing.

Procedure for Swing Line Loans. Unless (a) The Company may borrow under the Swing Line Lender has notified Commitment on any Business Day until the Borrower Termination Date; provided that the Company shall give the Swing Line has been terminated or suspended as provided in Section 2.1.3, each request Bank irrevocable written notice signed by the Borrower for a Swing Line Loan hereunder two Responsible Officers (which notice must be given received by the Borrower to the Swing Line Lender and Bank prior to 11:00 a.m. (Pacific time)) with a copy to the Agent not later than 1:00 p.m.. (Denver time) on specifying the Business Day on which such Swing Line Loan is proposed to be made. Each request for a Swing Line Loan hereunder shall be irrevocable and shall be deemed a representation by the Borrower that on the requested Loan Date and after giving effect to amount of the requested Swing Line Loan the applicable conditions specified in Article VIII have been and will be satisfied. Each request for a Swing Line Loan hereunder shall specify (i) the requested Loan Date, (ii) the amount of the Swing Line Loan to be made on such date (and, in the case of a requested Swing Line Bond Loan, the amount of the purchase price or principal payment of the Bonds to be financed by such Swing Line Bond Loan), which shall be in a minimum amount of $100,000 and an integral 1,000,000 or a whole multiple of $100,000100,000 in excess thereof. Unless The proceeds of the Swing Line Lender has received written notice from the Agent (i) directing Loan will be made available by the Swing Line Lender not Bank to make the Company in immediately available funds at the office of the Swing Line Bank by 1:00 p.m. (Pacific time) on the date of such notice. The Company may at any time and from time to time, prepay the Swing Line Loans, in whole or in part, without premium or penalty, by notifying the Swing Line Bank prior to 11:00 a.m. (Pacific time) on any Business Day of the date and amount of prepayment with a copy to the Agent. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof. (b) If any Swing Line Loan shall remain outstanding at 11:00 a.m. (Pacific time) on the fifth Business Day following the date of such Swing Line Loan as and if by such time on such fifth Business Day the Agent shall have received neither (i) a result Notice of Borrowing delivered by the Company pursuant to Section 2.03 requesting that Loans be made pursuant to Section 2.01 on the immediately succeeding Business Day in an amount at least equal to the principal amount of such Swing Line Loan nor (ii) any other notice satisfactory to the Agent indicating the Company's intent to repay such Swing Line Loan on or before the immediately succeeding Business Day with funds obtained from other sources, then on such Business Day the Swing Line Bank shall (and on any Business Day the Swing Line Bank in its sole discretion may), on behalf of the limitations set forth Company (which hereby irrevocably directs the Swing Line Bank to act on its behalf) request the Agent to notify each Bank to make a Base Rate Loan in an amount equal to such Bank's Pro Rata Share of (A) in the first proviso case of such a request which is required to be made, the first sentence amount of the relevant Swing Line Loan and (B) in the case of such a discretionary request, the aggregate principal amount of the Swing Line Loans outstanding on the date such notice is given; provided, that the Company may request, at the end of such five Business Day period, that any outstanding Swing Line Loan be extended for additional periods of up to five Business Days each, so long as the conditions specified in Section 2.1.3(a4.02 would be satisfied at the beginning of each such additional period, treating each such extension as if it were the making of a new Loan. Unless any of the events described in subsection 8.01(e) or (iif) that any applicable condition specified shall have occurred with respect to the Company (in Article VIII has not been satisfied or waived, which event the Agent will procedures of paragraph (d) of this Section 2.05 shall apply) each Bank shall make the proceeds of its Loan available to the Borrower Agent for the account of the Swing Line Bank at the Agent's principal office Payment Office in Denver, Colorado in funds immediately available funds not later than 2:30 p.m. prior to 9:00 a.m. (Denver Pacific time) on the requested Loan Date Business Day next succeeding the date such notice is given. The proceeds of such Loans shall be immediately applied to repay the outstanding Swing Line Loans. Effective on the day such Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note. The Company shall pay to the Swing Line Bank, promptly following the Swing Line Bank's demand, the amount of the requested its outstanding Swing Line Loans to the extent amounts received from the Banks are not sufficient to repay in full such outstanding Swing Line LenderLoans. (c) Notwithstanding anything herein to the contrary, the Swing Line Bank (i) shall not be obligated to make any Swing Line Loan if the conditions set forth in Article IV have not been satisfied and (ii) shall not make any requested Swing Line Loan if, prior to 11:00 a.m. (Pacific time)

Procedure for Swing Line Loans. Unless (a) The Company may borrow under the Swing Line Lender has notified Commitment on any Business Day until the Borrower Termination Date; provided that the Company shall give the Swing Line has been terminated Bank irrevocable written notice (or suspended as provided in Section 2.1.3, each request telephonic notice followed promptly by the Borrower for facsimile transmission) signed by a Swing Line Loan hereunder Responsible Officer (which notice must be given received by the Borrower to the Swing Line Lender and Bank prior to 11:00 a.m. (Chicago time)) with a copy to the Agent not later than 1:00 p.m.. (Denver time) on specifying the Business Day on which such Swing Line Loan is proposed to be made. Each request for a Swing Line Loan hereunder shall be irrevocable and shall be deemed a representation by the Borrower that on the requested Loan Date and after giving effect to amount of the requested Swing Line Loan the applicable conditions specified in Article VIII have been and will be satisfied. Each request for a Swing Line Loan hereunder shall specify (i) the requested Loan Date, (ii) the amount of the Swing Line Loan to be made on such date (and, in the case of a requested Swing Line Bond Loan, the amount of the purchase price or principal payment of the Bonds to be financed by such Swing Line Bond Loan), which shall be in a minimum amount of $100,000 and an integral 1,000,000 or a whole multiple of $100,000500,000 in excess thereof. Unless The proceeds of the Swing Line Lender has received written notice from the Agent (i) directing Loan will be made available by the Swing Line Lender not Bank to make the Company in immediately available funds at the office of the Swing Line Bank by 2:00 p.m. (Chicago time) on the date of such notice. The Company may at any time and from time to time, prepay any Swing Line Loan (together with accrued interest thereon) in whole or in part, without premium or penalty, by notifying the Swing Line Bank prior to 11:00 a.m. (Chicago time) on any Business Day of the date and amount of prepayment with a copy to the Agent. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. (b) If any Swing Line Loan shall remain outstanding at 9:00 a.m. (Chicago time) on the seventh Business Day following the date of such Swing Line Loan as and if by such time on such seventh Business Day the Agent shall have received neither (i) a result Notice of Borrowing delivered by the Company pursuant to Section 2.03 requesting that Loans be made pursuant to Section 2.01 on the immediately succeeding Business Day in an amount at least equal to the principal amount of such Swing Line Loan nor (ii) any other notice satisfactory to the Agent indicating the Company's intent to repay such Swing Line Loan on or before the immediately succeeding Business Day with funds obtained from other sources, then on such seventh Business Day, the Swing Line Bank shall (and on any Business Day the Swing Line Bank in its sole discretion may), on behalf of the limitations set forth Company (which hereby irrevocably directs the Swing Line Bank to act on its behalf) request the Agent to notify each Bank to make a Base Rate Committed Loan in an amount equal to such Bank's Pro Rata Share of (A) in the first proviso case of such a request which is required to be made, the first sentence amount of Section 2.1.3(athe relevant Swing Line Loan and (B) in the case of such a discretionary request, the aggregate principal amount of the Swing Line Loans outstanding on the date such notice is given. Unless any of the events described in subsection 8.01(f) or (iig) that any applicable condition specified shall have occurred with respect to the Company (in Article VIII has not been satisfied or waived, which event the Agent will procedures of paragraph (d) of this Section 2.06 shall apply) each Bank shall make the proceeds of its Loan available to the Borrower Agent for the account of the Swing Line Bank at the Agent's principal office Payment Office in Denver, Colorado in funds immediately available funds not later than 2:30 p.m. prior to 11:00 a.m. (Denver Chicago time) on the requested Loan Date Business Day next succeeding the date such notice is given. The proceeds of such Loans shall be immediately applied to repay the outstanding Swing Line Loans. Effective on the day such Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note. The Company shall pay to the Swing Line Bank, promptly following the Swing Line Bank's demand, the amount of the requested its outstanding Swing Line Loans to the extent amounts received from the Banks are not sufficient to repay in full such outstanding Swing Line LenderLoans. (c) Notwithstanding anything herein to the contrary, the Swing Line Bank (i) shall not be obligated to make any Swing Line Loan if the conditions set forth in Article IV (treating Swing Line Loans as Borrowings) have not been satisfied and (ii) shall not make any requested Swing Line Loan if, prior to 1:00 p.m. (Chicago time) on the date of such requested Swing Line Loan, it has received a written notice from the Agent or any Bank directing it not to make further Swing Line Loans because one or more of the conditions specified in Article IV (treating Swing Line Loans as Borrowings) are not then satisfied. (d) If prior to the making of a Loan required to be made by subsection 2.06(b) an Event of Default described in subsection 8.01(f) or 8.01(g) shall have occurred and be continuing with respect to the Company, each Bank will, on the date such Loan was to have been made pursuant to the notice described in subsection 2.06(b), purchase an undivided participating interest in the outstanding Swing Line Loans in an amount equal to its Pro Rata Share of the aggregate principal amount of Swing Line Loans then outstanding. Each Bank will immediately transfer to the Agent for the benefit of the Swing Line Bank, in immediately available funds, the amount of its participation. (e) Whenever, at any time after a Bank has purchased a participating interest in a Swing Line Loan, the Swing Line Bank receives any payment on account thereof, the Swing Line Bank will distribute to the Agent for delivery to each Bank its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Bank's participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Bank is required to be returned, such Bank will return to the Agent for delivery to the Swing Line Bank any portion thereof previously distributed by the Swing Line Bank to it. (f) Each Bank's obligation to make the Loans referred to in subsection 2.06(b) and to purchase participating interests pursuant to subsection 2.06(d) shall be absolute and unconditional and shall not be affected by any circumstance including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Bank or the Company may have against the Swing Line Bank, the Company or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default, (iii) any adverse change in the condition (financial or otherwise) of the Company, (iv) any breach of this Agreement or any other Loan Document by the Company, any Subsidiary or any other Bank except for a breach by the Swing Line Bank of Section 2.06(c), or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Procedure for Swing Line Loans. Unless (a) Either Borrower may borrow under the Swing Line Commitment on any Business Day until the Facility Termination Date; PROVIDED, that such Borrower shall give the Swing Line Lender has notified the Borrower that the Swing Line has been terminated or suspended as provided in Section 2.1.3, each request by the Borrower for a Swing Line Loan hereunder irrevocable notice (which notice must be given received by the Borrower to the Swing Line Lender and the Agent not later than 1:00 p.m.. prior to 11:00 a.m. (Denver Chicago time)) on the Business Day on which such Swing Line Loan is proposed to be made. Each request for a Swing Line Loan hereunder shall be irrevocable and shall be deemed a representation by the Borrower that on the requested Loan Date and after giving effect to the requested Swing Line Loan the applicable conditions specified in Article VIII have been and will be satisfied. Each request for a Swing Line Loan hereunder shall specify (i) the requested Loan Date, (ii) the amount of the Swing Line Loan to be made on such date (and, in the case of a requested Swing Line Bond Loan, the amount of the purchase price or principal payment of the Bonds to be financed by such Swing Line Bond Loan), which shall be in a minimum amount of $100,000 and an integral multiple of $100,000. Unless the Swing Line Lender has received written notice from the Agent (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.1.3(a) or (ii) that any applicable condition specified in Article VIII has not been satisfied or waived, the Agent will make available to the Borrower at the Agent's principal office in Denver, Colorado in immediately available funds not later than 2:30 p.m. (Denver time) on the requested Loan Date specifying the amount of the requested Swing Line Loan, which shall be a minimum amount of $250,000 or a whole multiple of $100,000 in excess thereof. The proceeds of the Swing Line Loan will be made available by the Swing Line Lender to the applicable Borrower in immediately available funds at the office of the Swing Line Lender by 1:00 p.m. (Chicago time) on the date of such notice. Each Borrower may at any time and from time to time, prepay the Swing Line Loans, in whole or in part, without premium or penalty, by notifying the Swing Line Lender prior to 11:00 a.m. (Chicago time) on any Business Day of the date and amount of prepayment with a copy to the Agent. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments shall be in an aggregate principal amount of $250,000 or a whole multiple of $100,000 in excess thereof. (b) If any Swing Line Loan shall remain outstanding at 11:00 a.m. (Chicago time) on the thirtieth (30th) day following the date of such Swing Line Loan and if by such time on such thirtieth (30th) day the Agent shall have received from the applicable Borrower neither (i) a Borrowing Notice delivered by Group pursuant to SECTION 2.9 requesting that Revolving Loans be made to Group pursuant to SECTION 2.1 on such date in an amount at least equal to the principal amount of such Swing Line Loan (without regard to whether such Swing Line Loan was made to Group or UWLIC) nor (ii) any other notice satisfactory to the Agent indicating such Borrower's intent to repay such Swing Line Loan on or before such thirtieth (30th) day with funds obtained from other sources, then on such thirtieth (30th) day the Swing Line Lender shall (and on any previous Business Day the Swing Line Lender in its sole discretion may), on behalf of Group (which hereby irrevocably directs the Swing Line Lender to act on its behalf) request the Agent to notify each Lender to make a Floating Rate Loan in an amount equal to such Lender's Pro Rata Share of (A) in the case of such a request which is required to be made, the amount of the relevant Swing Line Loan, and (B) in the case of such a discretionary request, the aggregate principal amount of the Swing Line Loans outstanding on the date such notice is given. Unless any of the events described in SECTION 7.6 or 7.7 shall have occurred with respect to either Borrower (in which event the procedures of paragraph (d) of this SECTION 2.12 shall apply) each Lender shall make the proceeds of its Revolving Loan available to the Agent for the account of the Swing Line Lender in funds immediately available prior to 1:00 p.m. (Chicago time) on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Loans shall be immediately applied to repay the outstanding Swing Line Loans. Effective on the day such Revolving Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note. Each Borrower shall pay to the Swing Line Lender, promptly following the Swing Line Lender's demand, the amount of its outstanding Swing Line Loans to the extent amounts received from Lenders are not sufficient to repay in full such outstanding Swing Line Loans. (c) Notwithstanding anything herein to the contrary, the Swing Line Lender (i) shall not be obligated to make any Swing Line Loan if the conditions set forth in ARTICLE IV have not been satisfied and (ii) shall not make any requested Swing Line Loan if, prior to 11:00 a.m. (Chicago time) on the date of such requested Swing Line Loan, it has received a written notice from the Agent or any Lender directing it not to make further Swing Line Loans because one or more of the conditions specified in ARTICLE IV are not then satisfied. (d) If prior to the making of a Revolving Loan required to be made by SECTION 2.12(B) a Default described in SECTION 7.6 or 7.7 shall have occurred and be continuing with respect to either Borrower, each Lender will, on the date such Revolving Loan was to have been made pursuant to the notice described in SECTION 2.12(B), purchase an undivided participating interest in the outstanding Swing Line Loans (including accrued interest thereon) in an amount equal to its Pro Rata Share of the aggregate principal amount of Swing Line Loans then outstanding. Each Lender will immediately transfer to the Agent for the benefit of the Swing Line Lender, in immediately available funds, the amount of its participation. (e) Whenever, at any time after a Lender has purchased a participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof, the Swing Line Lender will distribute to the Agent for delivery to each Lender its participating interest in such amount (appropriately adjusted in the case of interest payments, to reflect the period of time during which such Lender's participating interest was outstanding and funded); PROVIDED, that in the event that such payment received by the Swing Line Lender is required to be returned, such Lender will return to the Agent for delivery to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (f) Each Lender's obligation to make the Revolving Loans referred to in SECTION 2.12(B) and to purchase participating interests pursuant to SECTION 2.12(D) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or either Borrower may have against the Swing Line Lender, either Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Unmatured Default, (iii) any adverse change in the condition (financial or otherwise) of either Borrower, (iv) any breach of this Agreement or any other Loan Document by either Borrower, any Subsidiary or any other Lender, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Procedure for Swing Line Loans. Unless (a) The Company may borrow under the Swing Line Commitment on any Business Day until the Revolving Termination Date; provided that the Company shall give the Swing Line Lender has notified the Borrower that the Swing Line has been terminated irrevocable written notice signed by a Responsible Officer or suspended as provided in Section 2.1.3, each request by the Borrower for a Swing Line Loan hereunder an authorized designee (which notice must be given received by the Borrower to the Swing Line Lender and prior to 2:00 p.m. (local time)) with a copy to the Agent not later than 1:00 p.m.. (Denver time) on specifying the Business Day on which such Swing Line Loan is proposed to be made. Each request for a Swing Line Loan hereunder shall be irrevocable and shall be deemed a representation by the Borrower that on the requested Loan Date and after giving effect to amount of the requested Swing Line Loan the applicable conditions specified in Article VIII have been and will be satisfied. Each request for a Swing Line Loan hereunder shall specify (i) the requested Loan Date, (ii) the amount of the Swing Line Loan to be made on such date (and, in the case of a requested Swing Line Bond Loan, the amount of the purchase price or principal payment of the Bonds to be financed by such Swing Line Bond Loan), which shall be in a minimum amount of $100,000 and an integral multiple of $100,000. Unless the Swing Line Lender has received written prior notice (by telephone or in writing) from the Agent (i) directing on the date of the proposed Swing Line Loan that one or more of the applicable conditions specified in Article V is not then satisfied, the proceeds of a requested Swing Line Loan will be made available by the Swing Line Lender not to make the Company in immediately available funds at the office of the Swing Line Lender by 4:00 p.m. (local time) on the date of such notice of borrowing. The Company may at any time and from time to time, prepay the Swing Line Loans, in whole or in part, without premium or penalty, by notifying the Swing Line Lender prior to 2:00 p.m. (local time) on any Business Day of the date and amount of prepayment with a copy to the Agent. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments shall be in an integral multiple of $100,000. (b) If any Swing Line Loan shall remain outstanding at 11:00 a.m. (local time) on the fifth Business Day following the date of such Swing Line Loan as and if by such time on such fifth Business Day the Agent shall not have received either (i) a result Notice of Borrowing delivered by the limitations set forth Company pursuant to Section 2.03 requesting that Revolving Loans be made pursuant to Section 2.01 on the immediately succeeding Business Day in the first proviso an amount at least equal to the first sentence principal amount of Section 2.1.3(a) such Swing Line Loan for the purpose of refunding such Swing Line Loan or (ii) any other notice satisfactory to the Agent indicating the Company’s intent to repay such Swing Line Loan on or before the immediately succeeding Business Day with funds obtained from other sources or to extend such Swing Line Loan, then on such Business Day the Swing Line Lender shall (and on any Business Day the Swing Line Lender in its sole discretion may), on behalf of the Company (which hereby irrevocably directs the Swing Line Lender to act on its behalf) request the Agent to notify each Revolving Lender to make a Revolving Loan consisting of a Base Rate Loan in an amount equal to such Revolving Lender’s Revolving Percentage of (A) in the case of such a request which is required to be made, the amount of the relevant Swing Line Loan and (B) in the case of such a discretionary request, the aggregate principal amount of the Swing Line Loans outstanding on the date such notice is given; provided that any applicable condition absent notice by the Company to the contrary by such time on such fifth Business Day, the Company shall be deemed to have requested, at the end of such five Business Day period, that each outstanding Swing Line Loan be extended for an additional period of five Business Days, so long as the conditions specified in Article VIII has not been Section 5.02 would be satisfied at the beginning of each such additional period, treating each such extension as if it were the making of a new Loan. Unless any of the events described in subsection 9.01(f) or waived, (g) shall have occurred with respect to the Agent will Company (in which event the procedures of subsection (d) of this Section 2.06 shall apply) each Revolving Lender shall make the proceeds of its Revolving Loan available to the Borrower Agent for the account of the Swing Line Lender at the Agent's principal office ’s Payment Office in Denver, Colorado in funds immediately available funds not later than 2:30 prior to 1:00 p.m. (Denver local time) on the requested Loan Date Business Day next succeeding the date such notice is given. The proceeds of such Revolving Loans shall be immediately applied to repay the outstanding Swing Line Loans. Effective on the day such Revolving Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note. The Company shall pay to the Swing Line Lender, promptly following the Swing Line Lender’s demand, the amount of the requested its outstanding Swing Line Loans to the extent amounts received from the Revolving Lenders are not sufficient to repay in full such outstanding Swing Line Loans. (c) Notwithstanding anything herein to the contrary, the Swing Line Lender (i) shall not be obligated to make any Swing Line Loan if the conditions set forth in Article V have not been satisfied and (ii) shall not make any requested Swing Line Loan if, prior to 11:00 a.m. (local time) on the date of such requested Swing Line Loan, it has received a written notice from the Agent or any Revolving Lender directing it not to make further Swing Line Loans because any condition specified in Article V is not then satisfied. (d) If prior to the making of a Revolving Loan required to be made by subsection 2.06(b) an Event of Default described in subsection 9.01(f) or (g) shall have occurred and be continuing with respect to the Company, each Revolving Lender will, on the date such Revolving Loan was to have been made pursuant to the notice described in subsection 2.06(b), purchase an undivided participating interest in all outstanding Swing Line Loans in an amount equal to its Revolving Percentage of the aggregate principal amount of all such Swing Line Loans. Each Revolving Lender will immediately transfer to the Agent for the benefit of the Swing Line Lender, in immediately available funds, the amount of its participation. (e) Whenever, at any time after a Revolving Lender has purchased a participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof, the Swing Line Lender will distribute to the Agent for delivery to each Revolving Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lender’s participating interest was outstanding and funded); provided that in the event that such payment received by the Swing Line Lender is required to be returned, such Revolving Lender will return to the Agent for delivery to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (f) Each Revolving Lender’s obligation to make the Revolving Loans referred to in subsection 2.06(b) and to purchase participating interests pursuant to subsection 2.06(d) shall be absolute and unconditional and shall not be affected by any circumstance, including, (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender or the Company may have against the Swing Line Lender, the Company or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default, (iii) any adverse change in the condition (financial or otherwise) of the Company, (iv) any breach of this Agreement or any other Loan Document by the Company, any Subsidiary or any other Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Procedure for Swing Line Loans. Unless (a) The Company may borrow under the Swing Line Commitment on any Business Day until the Revolving Termination Date; provided that the Company shall give the Swing Line Lender has notified the Borrower that the Swing Line has been terminated irrevocable written notice signed by a Responsible Officer or suspended as provided in Section 2.1.3, each request by the Borrower for a Swing Line Loan hereunder an authorized designee (which notice must be given received by the Borrower to the Swing Line Lender and prior to 2:00 p.m. (local time)) with a copy to the Agent not later than 1:00 p.m.. (Denver time) on specifying the Business Day on which such Swing Line Loan is proposed to be made. Each request for a Swing Line Loan hereunder shall be irrevocable and shall be deemed a representation by the Borrower that on the requested Loan Date and after giving effect to amount of the requested Swing Line Loan the applicable conditions specified in Article VIII have been and will be satisfied. Each request for a Swing Line Loan hereunder shall specify (i) the requested Loan Date, (ii) the amount of the Swing Line Loan to be made on such date (and, in the case of a requested Swing Line Bond Loan, the amount of the purchase price or principal payment of the Bonds to be financed by such Swing Line Bond Loan), which shall be in a minimum amount of $100,000 and an integral multiple of $100,000. Unless The proceeds of a requested Swing Line Loan will be made available by the Swing Line Lender has received written notice from to the Agent (i) directing Company in immediately available funds at the office of the Swing Line Lender not by 4:00 p.m. (local time) on the date of such notice. The Company may at any time and from time to make time, prepay the Swing Line Loans, in whole or in part, without premium or penalty, by notifying the Swing Line Lender prior to 2:00 p.m. (local time) on any Business Day of the date and amount of prepayment with a copy to the Agent. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments shall be in an integral multiple of $100,000. (b) If any Swing Line Loan shall remain outstanding at 11:00 a.m. (local time) on the fifth Business Day following the date of such Swing Line Loan as and if by such time on such fifth Business Day the Agent shall not have received either (i) a result Notice of Borrowing delivered by the limitations set forth Company pursuant to Section 2.03 requesting that Revolving Loans be made pursuant to Section 2.01 on the immediately succeeding Business Day in the first proviso an amount at least equal to the first sentence principal amount of Section 2.1.3(a) such Swing Line Loan for the purpose of refunding such Swing Line Loan or (ii) any other notice satisfactory to the Agent indicating the Company’s intent to repay such Swing Line Loan on or before the immediately succeeding Business Day with funds obtained from other sources or to extend such Swing Line Loan, then on such Business Day the Swing Line Lender shall (and on any Business Day the Swing Line Lender in its sole discretion may), on behalf of the Company (which hereby irrevocably directs the Swing Line Lender to act on its behalf) request the Agent to notify each Revolving Lender to make a Base Rate Loan in an amount equal to such Revolving Lender’s Pro Rata Share of (A) in the case of such a request which is required to be made, the amount of the relevant Swing Line Loan and (B) in the case of such a discretionary request, the aggregate principal amount of the Swing Line Loans outstanding on the date such notice is given; provided that any applicable condition absent notice by the Company to the contrary by such time on such fifth Business Day, the Company shall be deemed to have requested, at the end of such five Business Day period, that each outstanding Swing Line Loan be extended for an additional period of five Business Days, so long as the conditions specified in Article VIII has not been Section 5.02 would be satisfied at the beginning of each such additional period, treating each such extension as if it were the making of a new Loan. Unless any of the events described in subsection 9.01(f) or waived, (g) shall have occurred with respect to the Agent will Company (in which event the procedures of subsection (d) of this Section 2.06 shall apply) each Revolving Lender shall make the proceeds of its Revolving Loan available to the Borrower Agent for the account of the Swing Line Lender at the Agent's principal office ’s Payment Office in Denver, Colorado in funds immediately available funds not later than 2:30 prior to 1:00 p.m. (Denver local time) on the requested Loan Date Business Day next succeeding the date such notice is given. The proceeds of such Revolving Loans shall be immediately applied to repay the outstanding Swing Line Loans. Effective on the day such Revolving Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note. The Company shall pay to the Swing Line Lender, promptly following the Swing Line Lender’s demand, the amount of the requested its outstanding Swing Line Loans to the extent amounts received from the Revolving Lenders are not sufficient to repay in full such outstanding Swing Line Loans. (c) Notwithstanding anything herein to the contrary, the Swing Line Lender (i) shall not be obligated to make any Swing Line Loan if the conditions set forth in Article V have not been satisfied and (ii) shall not make any requested Swing Line Loan if, prior to 11:00 a.m. (local time) on the date of such requested Swing Line Loan, it has received a written notice from the Agent or any Revolving Lender directing it not to make further Swing Line Loans because any condition specified in Article V is not then satisfied. (d) If prior to the making of a Revolving Loan required to be made by subsection 2.06(b) an Event of Default described in subsection 9.01(f) or (g) shall have occurred and be continuing with respect to the Company, each Revolving Lender will, on the date such Revolving Loan was to have been made pursuant to the notice described in subsection 2.06(b), purchase an undivided participating interest in all outstanding Swing Line Loans in an amount equal to its Pro Rata Share of the aggregate principal amount of all such Swing Line Loans. Each Revolving Lender will immediately transfer to the Agent for the benefit of the Swing Line Lender, in immediately available funds, the amount of its participation. (e) Whenever, at any time after a Revolving Lender has purchased a participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof, the Swing Line Lender will distribute to the Agent for delivery to each Revolving Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lender’s participating interest was outstanding and funded); provided that in the event that such payment received by the Swing Line Lender is required to be returned, such Revolving Lender will return to the Agent for delivery to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (f) Each Lender’s obligation to make the Revolving Loans referred to in subsection 2.06(b) and to purchase participating interests pursuant to subsection 2.06(d) shall be absolute and unconditional and shall not be affected by any circumstance, including, (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender or the Company may have against the Swing Line Lender, the Company or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default, (iii) any adverse change in the condition (financial or otherwise) of the Company, (iv) any breach of this Agreement or any other Loan Document by the Company, any Subsidiary or any other Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Procedure for Swing Line Loans. Unless (a) The Company may borrow under the Swing Line Commitment on any Business Day until the Revolving Loan Termination Date; PROVIDED, that the Company shall give the Swing Line Lender has notified the Borrower that the Swing Line has been terminated irrevocable written notice signed by a Responsible Officer or suspended as provided in Section 2.1.3, each request by the Borrower for a Swing Line Loan hereunder an authorized designee (which notice must be given received by the Borrower to the Swing Line Lender and prior to 11:00 a.m. (Central time)) with a copy to the Agent not later than 1:00 p.m.. (Denver time) on specifying the Business Day on which such Swing Line Loan is proposed to be made. Each request for a Swing Line Loan hereunder shall be irrevocable and shall be deemed a representation by the Borrower that on the requested Loan Date and after giving effect to amount of the requested Swing Line Loan the applicable conditions specified in Article VIII have been and will be satisfied. Each request for a Swing Line Loan hereunder shall specify (i) the requested Loan Date, (ii) the amount of the Swing Line Loan to be made on such date (and, in the case of a requested Swing Line Bond Loan, the amount of the purchase price or principal payment of the Bonds to be financed by such Swing Line Bond Loan), which shall be in a minimum amount of $100,000 and an integral or a whole multiple of $100,00050,000 in excess thereof. Unless The proceeds of the Swing Line Loan will be made available by the Swing Line Lender has received written notice from to the Agent (i) directing Company in immediately available funds at the office of the Swing Line Lender not by 1:00 p.m. (Central time) on the date of such notice. The Company may at any time and from time to time, prepay the Swing Line Loans, in whole or in part, without premium or penalty, by notifying the Swing Line Lender prior to 11:00 a.m. (Central time) on any Business Day of the date and amount of prepayment with a copy to the Agent. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments shall be in an aggregate principal amount of $100,000 or a whole multiple of $50,000 in excess thereof. (b) The Swing Line Lender may in its sole discretion (or will at the direction of the Company) on any Business Day, on behalf of the Company (which hereby irrevocably directs the Swing Line Lender to act on its behalf) request the Agent to notify each Revolving Lender to make a Base Rate Loan in an amount equal to such Revolving Lender's Pro Rata Revolving Share of the aggregate principal amount of the Swing Line Loan as a result Loans outstanding on the date such notice is given. Unless any of the limitations set forth events described in the first proviso SUBSECTION 9.01(f) OR (g) shall have occurred with respect to the first sentence Company (in which event the procedures of Section 2.1.3(aparagraph (d) or (iiof this SECTION 2.06 shall apply) that any applicable condition specified in Article VIII has not been satisfied or waived, each Revolving Lender shall make the Agent will make proceeds of its Revolving Loan available to the Borrower Agent for the account of the Swing Line Lender at the Agent's principal office Payment Office in Denver, Colorado in funds immediately available funds not later than 2:30 prior to 1:00 p.m. (Denver Central time) on the requested Loan Date Business Day next succeeding the date such notice is given. The proceeds of such Revolving Loans shall be immediately applied to repay the outstanding Swing Line Loans. Effective on the day such Revolving Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note. The Company shall pay to the Swing Line Lender, promptly following the Swing Line Lender's demand, the amount of the requested its outstanding Swing Line Loans to the extent amounts received from the Revolving Lenders are not sufficient to repay in full such outstanding Swing Line LenderLoans. (c) Notwithstanding anything herein to the contrary, the Swing Line Lender (i) shall not be obligated to make any Swing Line Loan if the conditions set forth in ARTICLE V have not been satisfied and (ii) shall not make any requested Swing Line Loan if, prior to 11:00 a.m. (Central time) on the date of such requested Swing Line Loan, it has received a written notice from the Agent or any Revolving Lender directing it not to make further Swing Line Loans because one or more of the conditions specified in ARTICLE V are not then satisfied. (d) If prior to the making of a Revolving Loan required to be made by SUBSECTION 2.06

Procedure for Swing Line Loans. Unless (a) Each Borrower may borrow under the Swing Line Lender has notified the Borrower that the Swing Line has been terminated or suspended as provided in Section 2.1.3, each request by the Borrower for a Swing Line Loan hereunder must be given by the Borrower to the Swing Line Lender and the Agent not later than 1:00 p.m.. (Denver time) Sublimit on the any Business Day on which such Swing Line Loan is proposed to be made. Each request for a Swing Line Loan hereunder shall be irrevocable and shall be deemed a representation by until the Borrower that on the requested Loan Date and after giving effect to the requested Swing Line Loan the applicable conditions specified in Article VIII have been and will be satisfied. Each request for a Swing Line Loan hereunder shall specify Revolving Termination Date; provided, that, (i) the requested Loan Date, (ii) the amount of the Swing Line Loan to be made on such date (and, in the case of a requested borrowing of Swing Line Bond LoanLoans provided by a Swing Line Lender to a Subsidiary Borrower, such Swing Line Lender shall have agreed to provide Swing Line Loans to such Subsidiary Borrower, and (ii) the applicable Borrower shall give the applicable Swing Line Lender irrevocable written notice signed by a Responsible Officer of such Borrower (which notice must be received by the applicable Swing Line Lender prior to 2:00 p.m. (local time) (or such later time as may be agreed by the applicable Swing Line Lender in its sole discretion)) with a copy to the Agent specifying the amount of the purchase price or principal payment of the Bonds to be financed by such requested Swing Line Bond Loan), which shall be in a minimum amount of $100,000 and an integral multiple of $100,000. Unless the applicable Swing Line Lender has received written prior notice (by telephone or in writing) from the Agent on the date of the proposed Swing Line Loan that one or more of the applicable conditions specified in Article V is not then satisfied, the proceeds of a requested Swing Line Loan will be made available by such Swing Line Lender to the applicable Borrower in Same Day Funds at the office of such Swing Line Lender by 4:00 p.m. (ilocal time) directing on the date of such notice of borrowing (or such later time as may be agreed by the applicable Borrower and the applicable Swing Line Lender in the case of any Swing Line Loan being made pursuant to a notice of borrowing received after 2:00 p.m. (local time)). The Company may at any time and from time to time, prepay the Swing Line Loans, in whole or in part, without premium or penalty, by notifying the applicable Swing Line Lender not prior to make 2:00 p.m. (local time) (or such later time as may be agreed by the applicable Swing Line Lender in its sole discretion) on any Business Day of the date and amount of prepayment with a copy to the Agent. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments shall be in an integral multiple of $100,000. (b) If any Swing Line Loan shall remain outstanding at 11:00 a.m. (local time) on the fifth Business Day following the date of such Swing Line Loan as and if by such time on such fifth Business Day the Agent shall not have received either (i) a result Notice of Borrowing delivered by the limitations set forth Company pursuant to Section 2.03 requesting that Revolving Loans be made pursuant to Section 2.01 on the immediately succeeding Business Day in the first proviso an amount at least equal to the first sentence principal amount of Section 2.1.3(a) such Swing Line Loan for the purpose of refunding such Swing Line Loan, or (ii) any other notice satisfactory to the Agent indicating the Company’s intent to repay such Swing Line Loan on or before the immediately succeeding Business Day with funds obtained from other sources or to extend such Swing Line Loan, then on such Business Day the applicable Swing Line Lender shall (and on any Business Day such Swing Line Lender in its sole discretion may), on behalf of the Company (which hereby irrevocably directs such Swing Line Lender to act on its behalf) request the Agent to notify each Revolving Lender to make a Revolving Loan consisting of a Base Rate Loan in an amount equal to such Revolving Lender’s Revolving Percentage of (A) in the case of such a request which is required to be made, the amount of the relevant Swing Line Loan, and (B) in the case of such a discretionary request, the aggregate principal amount of the Swing Line Loans outstanding on the date such notice is given; provided, that, absent notice by the Company to the contrary by such time on such fifth Business Day, the Company shall be deemed to have requested, at the end of such five Business Day period, that any applicable condition each outstanding Swing Line Loan be extended for an additional period of five Business Days, so long as the conditions specified in Article VIII has not been Section 5.02 would be satisfied at the beginning of each such additional period, treating each such extension as if it were the making of a new Loan. Unless any of the events described in Section 9.01(f) or waived, Section 9.01(g) shall have occurred with respect to the Agent will Company (in which event the procedures of subsection (d) of this Section 2.06 shall apply) each Revolving Lender shall make the proceeds of its Revolving Loan available to the Borrower Agent (and the Agent may during a Specified Default apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the applicable Swing Line Lender at the Agent's principal office ’s Payment Office in Denver, Colorado in immediately available funds not later than 2:30 Same Day Funds prior to 1:00 p.m. (Denver local time) on the requested Loan Date Business Day next succeeding the date such notice is given. The proceeds of such Revolving Loans shall be immediately applied to repay the outstanding Swing Line Loans. Effective on the day such Revolving Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due hereunder. The Company shall pay to the applicable Swing Line Lender, promptly following such Swing Line Lender’s demand, the amount of the requested its outstanding Swing Line Loans to the extent amounts received from the Revolving Lenders are not sufficient to repay in full such outstanding Swing Line Loans. For the avoidance of doubt, the foregoing shall not apply to the payment of interest on Swing Line Loans, which shall be governed by Section 2.13(b). (c) Notwithstanding anything herein to the contrary, no Swing Line Lender (i) shall be obligated to make any Swing Line Loan if the conditions set forth in Article V have not been satisfied, (ii) shall be obligated to make any Swing Line Loan to any Subsidiary Borrower, and (iii) shall make any requested Swing Line Loan if, prior to 11:00 a.m. (local time) on the date of such requested Swing Line Loan, it has received a written notice from the Agent or any Revolving Lender directing it not to make further Swing Line Loans because any condition specified in Article V is not then satisfied. (d) If prior to the making of a Revolving Loan required to be made by Section 2.06(b) a Specified Default shall have occurred and be continuing with respect to the Company, each Revolving Lender will, on the date such Revolving Loan was to have been made pursuant to the notice described in Section 2.06(b), purchase an undivided participating interest in all outstanding Swing Line Loans in an amount equal to its Revolving Percentage of the aggregate principal amount of all such Swing Line Loans. Each Revolving Lender will immediately transfer to the Agent for the benefit of the applicable Swing Line Lender, in Same Day Funds, the amount of its participation. (e) Whenever, at any time after a Revolving Lender has purchased a participating interest in a Swing Line Loan, a Swing Line Lender receives any payment on account thereof, such Swing Line Lender will distribute to the Agent for delivery to each Revolving Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lender’s participating interest was outstanding and funded); provided, that, in the event that such payment received by such Swing Line Lender is required to be returned, such Revolving Lender will return to the Agent for delivery to such Swing Line Lender any portion thereof previously distributed by such Swing Line Lender to it. (f) Each Revolving Lender’s obligation to make the Revolving Loans referred to in Section 2.06(b) and to purchase participating interests pursuant to Section 2.06(d) shall be absolute and unconditional and shall not be affected by any circumstance, including, (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender or the Company may have against any Swing Line Lender, the Company or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default, (iii) any adverse change in the condition (financial or otherwise) of the Company, (iv) any breach of this Agreement or any other Loan Document by the Company, any Subsidiary or any other Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (g) Each Swing Line Lender will deliver to the Agent: (i) upon the funding by such Swing Line Lender of any Swing Line Loan, a notice specifying the date of such funding, the principal amount of the Swing Line Loans made by such Swing Line Lender on such date and the interest rate applicable thereto; and (ii) no later than the third Business Day following the last day of each month, a schedule of the Swing Line Loans made by such Swing Line Lender, in form and substance reasonably satisfactory to Agent, showing the date funded, principal amount outstanding and interest rate applicable to all Swing Line Loans made by such Swing Line Lender and outstanding as of the last day of each month.

Procedure for Swing Line Loans. Unless (a) AMS may borrow under the Swing Line Commitment on any Business Day until the Facility Termination Date; provided, that AMS shall give the Swing Line Lender has notified the Borrower that the Swing Line has been terminated or suspended as provided in Section 2.1.3, each request by the Borrower for a Swing Line Loan hereunder irrevocable notice (which notice must be given received by the Borrower to the Swing Line Lender and the Agent not later than 1:00 p.m.. prior to 11:00 a.m. (Denver Chicago time)) on the Business Day on which such Swing Line Loan is proposed to be made. Each request for a Swing Line Loan hereunder shall be irrevocable and shall be deemed a representation by the Borrower that on the requested Loan Date and after giving effect to the requested Swing Line Loan the applicable conditions specified in Article VIII have been and will be satisfied. Each request for a Swing Line Loan hereunder shall specify (i) the requested Loan Date, (ii) the amount of the Swing Line Loan to be made on such date (and, in the case of a requested Swing Line Bond Loan, the amount of the purchase price or principal payment of the Bonds to be financed by such Swing Line Bond Loan), which shall be in a minimum amount of $100,000 and an integral multiple of $100,000. Unless the Swing Line Lender has received written notice from the Agent (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.1.3(a) or (ii) that any applicable condition specified in Article VIII has not been satisfied or waived, the Agent will make available to the Borrower at the Agent's principal office in Denver, Colorado in immediately available funds not later than 2:30 p.m. (Denver time) on the requested Loan Date specifying the amount of the requested Swing Line Loan, which shall be a minimum amount of $250,000 or a whole multiple of $100,000 in excess thereof. The proceeds of the Swing Line Loan will be made available by the Swing Line Lender to AMS in immediately available funds at the office of the Swing Line Lender by 1:00 p.m. (Chicago time) on the date of such notice. AMS may at any time and from time to time, prepay the Swing Line Loans, in whole or in part, without premium or penalty, by notifying the Swing Line Lender prior to 11:00 a.m. (Chicago time) on any Business Day of the date and amount of prepayment with a copy to the Agent. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments shall be in an aggregate principal amount of $250,000 or a whole multiple of $100,000 in excess thereof. If any Swing Line Loan shall remain outstanding at 11:00 a.m. (Chicago time) on the tenth (10th) day following the date of such Swing Line Loan and if by such time on such tenth (10th) day the Agent shall have received from AMS neither (i) a Borrowing Notice delivered by AMS pursuant to Section 2.9 requesting that Revolving Loans be made to AMS pursuant to Section 2.1 on such date in an amount at least equal to the principal amount of such Swing Line Loan nor (ii) any other notice satisfactory to the Agent indicating AMS's intent to repay with funds obtained from other sources such Swing Line Loan ("Swing Line Repayment Notice") on or before such tenth (10th) day, then on such tenth (10th) day the Swing Line Lender shall (and on any previous Business Day the Swing Line Lender in its sole discretion may) give notice of such Swing Line Loan to each Lender. (b) If any Swing Line Loan shall remain outstanding at 11:00 a.m. (Chicago time) on the thirtieth (30th) day following the date of such Swing Line Loan and if by such time on such thirtieth (30th) day the Agent shall not have received from AMS a Swing Line Repayment Notice with respect to such Swing Line Loan, have received from AMS neither (i) a Borrowing Notice delivered by AMS pursuant to Section 2.9 requesting that Revolving Loans be made to AMS pursuant to Section 2.1 on such date in an amount at least equal to the principal amount of such Swing Line Loan nor (ii) any other notice satisfactory to the Agent indicating AMS's intent to repay such Swing Line Loan on or before such thirtieth (30th) day with funds obtained from other sources, then on such thirtieth (30th) day the Swing Line Lender shall (and on any previous Business Day the Swing Line Lender in its sole discretion may), on behalf of AMS (which hereby irrevocably directs the Swing Line Lender to act on its behalf) request the Agent to notify each Lender to make a Floating Rate Loan in an amount equal to such Lender's Pro Rata Share of (A) in the case of such a request which is required to be made, the amount of the relevant Swing Line Loan, and (B) in the case of such a discretionary request, the aggregate principal amount of the Swing Line Loans outstanding on the date such notice is given, subject, in any event, to each Lender's maximum Commitment and such Lender's Pro Rata Share of accrued and unpaid interest. Unless any of the events described in Section 7.6 or 7.7 shall have occurred with respect to AMS (in which event the procedures of paragraph (d) of this Section 2.12 shall apply) each Lender shall make the proceeds of its Revolving Loan available to the Agent for the account of the Swing Line Lender in funds immediately available prior to 1:00 p.m. (Chicago time) on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Loans shall be immediately applied to repay the outstanding Swing Line Loans. Effective on the day such Revolving Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note. AMS shall pay to the Swing Line Lender, promptly following the Swing Line Lender's demand, the amount of its outstanding Swing Line Loans to the extent amounts received from Lenders are not sufficient to repay in full such outstanding Swing Line Loans. (c) Notwithstanding anything herein to the contrary, the Swing Line Lender (i) shall not be obligated to make any Swing Line Loan if the conditions set forth in Article IV have not been satisfied and (ii) shall not make any requested Swing Line Loan if, prior to 11:00 a.m. (Chicago time) on the date of such requested Swing Line Loan, it has received a written notice from the Agent or any Lender directing it not to make further Swing Line Loans because one or more of the conditions specified in Article IV are not then satisfied. (d) If prior to the making of a Revolving Loan required to be made by Section 2.12(b) a Default described in Section 7.6 or 7.7 shall have occurred and be continuing with respect to AMS, each Lender will, on the date such Revolving Loan was to have been made pursuant to the notice described in Section 2.12(b), purchase an undivided participating interest in the outstanding Swing Line Loans (including accrued interest thereon) in an amount equal to its Pro Rata Share of the aggregate principal amount of Swing Line Loans then outstanding, subject to such Lender's Commitment. Each Lender will immediately transfer to the Agent for the benefit of the Swing Line Lender, in immediately available funds, the amount of its participation, subject to each such Lender's maximum Commitment and such Lender's Pro Rata Share of accrued and unpaid interest. (e) Whenever, at any time after a Lender has purchased a participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof, the Swing Line Lender will distribute to the Agent for delivery to each Lender its participating interest in such amount (appropriately adjusted in the case of interest payments, to reflect the

Procedure for Swing Line Loans. Unless (a) Each Borrower may borrow under the Swing Line Lender has notified the Borrower that the Swing Line has been terminated or suspended as provided in Section 2.1.3, each request by the Borrower for a Swing Line Loan hereunder must be given by the Borrower to the Swing Line Lender and the Agent not later than 1:00 p.m.. (Denver time) Sublimit on the any Business Day on which such Swing Line Loan is proposed to be made. Each request for a Swing Line Loan hereunder shall be irrevocable and shall be deemed a representation by until the Borrower that on the requested Loan Date and after giving effect to the requested Swing Line Loan the applicable conditions specified in Article VIII have been and will be satisfied. Each request for a Swing Line Loan hereunder shall specify Revolving Termination Date; provided, that, (i) the requested Loan Date, (ii) the amount of the Swing Line Loan to be made on such date (and, in the case of a requested borrowing of Swing Line Bond LoanLoans provided by a Swing Line Lender to a Subsidiary Borrower, such Swing Line Lender shall have agreed to provide Swing Line Loans to such Subsidiary Borrower, and (ii) the applicable Borrower shall give the applicable Swing Line Lender irrevocable written notice signed by a Responsible Officer of such Borrower (which notice must be received by the applicable Swing Line Lender prior to 2:00 p.m. (local time) (or such later time as may be agreed by the applicable Swing Line Lender in its sole discretion)) with a copy to the Agent specifying the amount of the purchase price or principal payment of the Bonds to be financed by such requested Swing Line Bond Loan), which shall be in a minimum amount of $100,000 and an integral multiple of $100,000. Unless the applicable Swing Line Lender has received written prior notice (by telephone or in writing) from the Agent on the date of the proposed Swing Line Loan that one or more of the applicable conditions specified in Article V is not then satisfied, the proceeds of a requested Swing Line Loan will be made available by such Swing Line Lender to the applicable Borrower in Same Day Funds at the office of such Swing Line Lender by 4:00 p.m. (ilocal time) directing on the date of such notice of borrowing (or such later time as may be agreed by the applicable Borrower and the applicable Swing Line Lender in the case of any Swing Line Loan being made pursuant to a notice of borrowing received after 2:00 p.m. (local time)). The Company may at any time and from time to time, prepay the Swing Line Loans, in whole or in part, without premium or penalty, by notifying the applicable Swing Line Lender not prior to make 2:00 p.m. (local time) (or such later time as may be agreed by the applicable Swing Line Lender in its sole discretion) on any Business Day of the date and amount of prepayment with a copy to the Agent. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments shall be in an integral multiple of $100,000. (b) If any Swing Line Loan shall remain outstanding at 11:00 a.m. (local time) on the fifth Business Day following the date of such Swing Line Loan as and if by such time on such fifth Business Day the Agent shall not have received either (i) a result Notice of Borrowing delivered by the limitations set forth Company pursuant to Section 2.03 requesting that Revolving Loans be made pursuant to Section 2.01 on the immediately succeeding Business Day in the first proviso an amount at least equal to the first sentence principal amount of Section 2.1.3(a) such Swing Line Loan for the purpose of refunding such Swing Line Loan, or (ii) any other notice satisfactory to the Agent indicating the Company’s intent to repay such Swing Line Loan on or before the immediately succeeding Business Day with funds obtained from other sources or to extend such Swing Line Loan, then on such Business Day the applicable Swing Line Lender shall (and on any Business Day such Swing Line Lender in its sole discretion may), on behalf of the Company (which hereby irrevocably directs such Swing Line Lender to act on its behalf) request the Agent to notify each Revolving Lender to make a Revolving Loan consisting of a Base Rate Loan in an amount equal to such Revolving Lender’s Revolving Percentage of (A) in the case of such a request which is required to be made, the amount of the relevant Swing Line Loan, and (B) in the case of such a discretionary request, the aggregate principal amount of the Swing Line Loans outstanding on the date such notice is given; provided, that, absent notice by the Company to the contrary by such time on such fifth Business Day, the Company shall be deemed to have requested, at the end of such five Business Day period, that any applicable condition each outstanding Swing Line Loan be extended for an additional period of five Business Days, so long as the conditions specified in Article VIII has not been Section 5.02 would be satisfied at the beginning of each such additional period, treating each such extension as if it were the making of a new Loan. Unless any of the events described in Section 9.01(f) or waived, (g) shall have occurred with respect to the Agent will Company (in which event the procedures of subsection (d) of this Section 2.06 shall apply) each Revolving Lender shall make the proceeds of its Revolving Loan available to the Borrower Agent (and the Agent may during a Specified Default apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the applicable Swing Line Lender at the Agent's principal office ’s Payment Office in Denver, Colorado in immediately available funds not later than 2:30 Same Day Funds prior to 1:00 p.m. (Denver local time) on the requested Loan Date Business Day next succeeding the date such notice is given. The proceeds of such Revolving Loans shall be immediately applied to repay the outstanding Swing Line Loans. Effective on the day such Revolving Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due hereunder. The Company shall pay to the applicable Swing Line Lender, promptly following such Swing Line Lender’s demand, the amount of the requested its outstanding Swing Line Loans to the extent amounts received from the Revolving Lenders are not sufficient to repay in full such outstanding Swing Line Loans. For the avoidance of doubt, the foregoing shall not apply to the payment of interest on Swing Line Loans, which shall be governed by Section 2.13(b). (c) Notwithstanding anything herein to the contrary, no Swing Line Lender (i) shall be obligated to make any Swing Line Loan if the conditions set forth in Article V have not been satisfied, (ii) shall be obligated to make any Swing Line Loan to any Subsidiary Borrower, and (iii) shall make any requested Swing Line Loan if, prior to 11:00 a.m. (local time) on the date of such requested Swing Line Loan, it has received a written notice from the Agent or any Revolving Lender directing it not to make further Swing Line Loans because any condition specified in Article V is not then satisfied. (d) If prior to the making of a Revolving Loan required to be made by Section 2.06(b) a Specified Default shall have occurred and be continuing with respect to the Company, each Revolving Lender will, on the date such Revolving Loan was to have been made pursuant to the notice described in Section 2.06(b), purchase an undivided participating interest in all outstanding Swing Line Loans in an amount equal to its Revolving Percentage of the aggregate principal amount of all such Swing Line Loans. Each Revolving Lender will immediately transfer to the Agent for the benefit of the applicable Swing Line Lender, in Same Day Funds, the amount of its participation. (e) Whenever, at any time after a Revolving Lender has purchased a participating interest in a Swing Line Loan, a Swing Line Lender receives any payment on account thereof, such Swing Line Lender will distribute to the Agent for delivery to each Revolving Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lender’s participating interest was outstanding and funded); provided, that, in the event that such payment received by such Swing Line Lender is required to be returned, such Revolving Lender will return to the Agent for delivery to such Swing Line Lender any portion thereof previously distributed by such Swing Line Lender to it. (f) Each Revolving Lender’s obligation to make the Revolving Loans referred to in Section 2.06(b) and to purchase participating interests pursuant to Section 2.06(d) shall be absolute and unconditional and shall not be affected by any circumstance, including, (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender or the Company may have against any Swing Line Lender, the Company or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default, (iii) any adverse change in the condition (financial or otherwise) of the Company, (iv) any breach of this Agreement or any other Loan Document by the Company, any Subsidiary or any other Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (g) Each Swing Line Lender will deliver to the Agent: (i) upon the funding by such Swing Line Lender of any Swing Line Loan, a notice specifying the date of such funding, the principal amount of the Swing Line Loans made by such Swing Line Lender on such date and the interest rate applicable thereto; and (ii) no later than the third Business Day following the last day of each month, a schedule of the Swing Line Loans made by such Swing Line Lender, in form and substance reasonably satisfactory to Agent, showing the date funded, principal amount outstanding and interest rate applicable to all Swing Line Loans made by such Swing Line Lender and outstanding as of the last day of each month.

Procedure for Swing Line Loans. Unless (a) The Company may borrow under the Swing Line Commitment on any Business Day until the Revolving Termination Date; provided that the Company shall give the Swing Line Lender has notified the Borrower that the Swing Line has been terminated irrevocable written notice signed by a Responsible Officer or suspended as provided in Section 2.1.3, each request by the Borrower for a Swing Line Loan hereunder an authorized designee (which notice must be given received by the Borrower to the Swing Line Lender and prior to 2:00 p.m. (local time)) with a copy to the Agent not later than 1:00 p.m.. (Denver time) on specifying the Business Day on which such Swing Line Loan is proposed to be made. Each request for a Swing Line Loan hereunder shall be irrevocable and shall be deemed a representation by the Borrower that on the requested Loan Date and after giving effect to amount of the requested Swing Line Loan the applicable conditions specified in Article VIII have been and will be satisfied. Each request for a Swing Line Loan hereunder shall specify (i) the requested Loan Date, (ii) the amount of the Swing Line Loan to be made on such date (and, in the case of a requested Swing Line Bond Loan, the amount of the purchase price or principal payment of the Bonds to be financed by such Swing Line Bond Loan), which shall be in a minimum amount of $100,000 and an integral multiple of $100,000. Unless the Swing Line Lender has received written prior notice (by telephone or in writing) from the Agent (i) directing on the date of the proposed Swing Line Loan that one or more of the applicable conditions specified in Article V is not then satisfied, the proceeds of a requested Swing Line Loan will be made available by the Swing Line Lender not to make the Company in immediately available funds at the office of the Swing Line Lender by 4:00 p.m. (local time) on the date of such notice of borrowing. The Company may at any time and from time to time, prepay the Swing Line Loans, in whole or in part, without premium or penalty, by notifying the Swing Line Lender prior to 2:00 p.m. (local time) on any Business Day of the date and amount of prepayment with a copy to the Agent. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments shall be in an integral multiple of $100,000. (b) If any Swing Line Loan shall remain outstanding at 11:00 a.m. (local time) on the fifth Business Day following the date of such Swing Line Loan as and if by such time on such fifth Business Day the Agent shall not have received either (i) a result Notice of Borrowing delivered by the limitations set forth Company pursuant to Section 2.03 requesting that Revolving Loans be made pursuant to Section 2.01 on the immediately succeeding Business Day in the first proviso an amount at least equal to the first sentence principal amount of Section 2.1.3(a) such Swing Line Loan for the purpose of refunding such Swing Line Loan or (ii) any other notice satisfactory to the Agent indicating the Company’s intent to repay such Swing Line Loan on or before the immediately succeeding Business Day with funds obtained from other sources or to extend such Swing Line Loan, then on such Business Day the Swing Line Lender shall (and on any Business Day the Swing Line Lender in its sole discretion may), on behalf of the Company (which hereby irrevocably directs the Swing Line Lender to act on its behalf) request the Agent to notify each Revolving Lender to make a Revolving Loan consisting of a Base Rate Loan in an amount equal to such Revolving Lender’s Revolving Percentage of (A) in the case of such a request which is required to be made, the amount of the relevant Swing Line Loan and (B) in the case of such a discretionary request, the aggregate principal amount of the Swing Line Loans outstanding on the date such notice is given; provided that any applicable condition absent notice by the Company to the contrary by such time on such fifth Business Day, the Company shall be deemed to have requested, at the end of such five Business Day period, that each outstanding Swing Line Loan be extended for an additional period of five Business Days, so long as the conditions specified in Article VIII has not been Section 5.02 would be satisfied at the beginning of each such additional period, treating each such extension as if it were the making of a new Loan. Unless any of the events described in Section 9.01(f) or waived, (g) shall have occurred with respect to the Agent will Company (in which event the procedures of subsection (d) of this Section 2.06 shall apply) each Revolving Lender shall make the proceeds of its Revolving Loan available to the Borrower Agent (and the Agent may during a Specified Default apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Agent's principal office ’s Payment Office in Denver, Colorado in funds immediately available funds not later than 2:30 prior to 1:00 p.m. (Denver local time) on the requested Loan Date Business Day next succeeding the date such notice is given. The proceeds of such Revolving Loans shall be immediately applied to repay the outstanding Swing Line Loans. Effective on the day such Revolving Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note. The Company shall pay to the Swing Line Lender, promptly following the Swing Line Lender’s demand, the amount of the requested its outstanding Swing Line Loans to the extent amounts received from the Revolving Lenders are not sufficient to repay in full such outstanding Swing Line Loans. (c) Notwithstanding anything herein to the contrary, the Swing Line Lender (i) shall not be obligated to make any Swing Line Loan if the conditions set forth in Article V have not been satisfied and (ii) shall not make any requested Swing Line Loan if, prior to 11:00 a.m. (local time) on the date of such requested Swing Line Loan, it has received a written notice from the Agent or any Revolving Lender directing it not to make further Swing Line Loans because any condition specified in Article V is not then satisfied. (d) If prior to the making of a Revolving Loan required to be made by Section 2.06(b) a Specified Default shall have occurred and be continuing with respect to the Company, each Revolving Lender will, on the date such Revolving Loan was to have been made pursuant to the notice described in Section 2.06(b), purchase an undivided participating interest in all outstanding Swing Line Loans in an amount equal to its Revolving Percentage of the aggregate principal amount of all such Swing Line Loans. Each Revolving Lender will immediately transfer to the Agent for the benefit of the Swing Line Lender, in immediately available funds, the amount of its participation. (e) Whenever, at any time after a Revolving Lender has purchased a participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof, the Swing Line Lender will distribute to the Agent for delivery to each Revolving Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lender’s participating interest was outstanding and funded); provided that in the event that such payment received by the Swing Line Lender is required to be returned, such Revolving Lender will return to the Agent for delivery to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (f) Each Revolving Lender’s obligation to make the Revolving Loans referred to in Section 2.06(b) and to purchase participating interests pursuant to Section 2.06(d) shall be absolute and unconditional and shall not be affected by any circumstance, including, (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender or the Company may have against the Swing Line Lender, the Company or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default, (iii) any adverse change in the condition (financial or otherwise) of the Company, (iv) any breach of this Agreement or any other Loan Document by the Company, any Subsidiary or any other Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Procedure for Swing Line Loans. Unless (a) The Company may borrow under the Swing Line Commitment on any Business Day until the Revolving Termination Date; provided, that the Company shall give the Swing Line Lender has notified the Borrower that the Swing Line has been terminated irrevocable written notice signed by a Responsible Officer or suspended as provided in Section 2.1.3, each request by the Borrower for a Swing Line Loan hereunder an authorized designee (which notice must be given received by the Borrower to the Swing Line Lender and prior to 11:00 a.m. (Chicago time)) with a copy to the Agent not later than 1:00 p.m.. (Denver time) on specifying the Business Day on which such Swing Line Loan is proposed to be made. Each request for a Swing Line Loan hereunder shall be irrevocable and shall be deemed a representation by the Borrower that on the requested Loan Date and after giving effect to amount of the requested Swing Line Loan the applicable conditions specified in Article VIII have been and will be satisfied. Each request for a Swing Line Loan hereunder shall specify (i) the requested Loan Date, (ii) the amount of the Swing Line Loan to be made on such date (and, in the case of a requested Swing Line Bond Loan, the amount of the purchase price or principal payment of the Bonds to be financed by such Swing Line Bond Loan), which shall be in a minimum amount of $100,000 and an integral or a whole multiple of $100,000100,000 in excess thereof. Unless The proceeds of the Swing Line Loan will be made available by the Swing Line Lender has received written notice from to the Agent (i) directing Company in immediately available funds at the office of the Swing Line Lender not by 1:00 p.m. (Chicago time) on the date of such notice. The Company may at any time and from time to make time, prepay the Swing Line Loans, in whole or in part, without premium or penalty, by notifying the Swing Line Lender prior to 11:00 a.m. (Chicago time) on any Business Day of the date and amount of prepayment with a copy to the Agent. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments shall be in an aggregate principal amount of $100,000 or a whole multiple of $100,000 in excess thereof. (b) If any Swing Line Loan shall remain outstanding at 11:00 a.m. (Chicago time) on the fifth Business Day following the date of such Swing Line Loan as and if by such time on such fifth Business Day the Agent shall have received neither (i) a result Notice of Borrowing delivered by the Company pursuant to Section 2.03 requesting that Revolving Loans be made pursuant to subsection 2.01(d) on the immediately succeeding Business Day in an amount at least equal to the principal amount of such Swing Line Loan nor (ii) any other notice satisfactory to the Agent indicating the Company's intent to repay such Swing Line Loan on or before the immediately succeeding Business Day with funds obtained from other sources, then on such Business Day the Swing Line Lender shall (and on any Business Day the Swing Line Lender in its sole discretion may), on behalf of the limitations set forth Company (which hereby irrevocably directs the Swing Line Lender to act on its behalf) request the Agent to notify each Revolving Lender to make a Base Rate Loan in an amount equal to such Revolving Lender's Pro Rata Revolving Share of (A) in the first proviso case of such a request which is required to be made, the amount of the relevant Swing Line Loan and (B) in the case of such a discretionary request, the aggregate principal amount of the Swing Line Loans outstanding on the date such notice is given; provided, that absent notice by the Company to the first sentence contrary by such time on such fifth Business Day, the Company shall be deemed to have requested, at the end of such five Business Day period, that each outstanding Swing Line Loan be extended for an additional period of five Business Days, so long as the conditions specified in Section 2.1.3(a5.02 would be satisfied at the beginning of each such additional period, treating each such extension as if it were the making of a new Loan. Unless any of the events described in subsection 9.01(f) or (iig) that any applicable condition specified shall have occurred with respect to the Company (in Article VIII has not been satisfied or waived, which event the Agent will procedures of paragraph (d) of this Section 2.06 shall apply) each Revolving Lender shall make the proceeds of its Revolving Loan available to the Borrower Agent for the account of the Swing Line Lender at the Agent's principal office Payment Office in Denver, Colorado in funds immediately available funds not later than 2:30 prior to 1:00 p.m. (Denver Chicago time) on the requested Loan Date Business Day next succeeding the date such notice is given. The proceeds of such Revolving Loans shall be immediately applied to repay the outstanding Swing Line Loans. Effective on the day such Revolving Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note. The Company shall pay to the Swing Line Lender, promptly following the Swing Line Lender's demand, the amount of the requested its outstanding Swing Line Loans to the extent amounts received from the Revolving Lenders are not sufficient to repay in full such outstanding Swing Line LenderLoans. (c) Notwithstanding anything herein to the contrary, the Swing Line Lender (i) shall not be obligated to make any Swing Line Loan if the conditions set forth in Article V have not been satisfied and (ii) shall not make any requested Swing Line Loan if, prior to 11:00 a.m. (Chicago time) on the date of such requested Swing Line Loan, it has received a written notice from the Agent or any Revolving Lender directing it not to make further Swing Line Loans because one or more of the conditions specified in Article V are not then satisfied. (d) If prior to the making of a Revolving Loan required to be made by subsection 2.06

Procedure for Swing Line Loans. Unless (a) The Company may borrow under the Swing Line Lender has notified the Borrower that Loan Commitment on any Business Day until the Swing Line has been terminated or suspended as provided in Section 2.1.3, each request Termination Date; PROVIDED that the Company shall give the Agent irrevocable notice (which notice must be received by the Borrower for a Swing Line Loan hereunder must be given by Agent prior to 12:00 noon (Chicago time)) and the Borrower Agent shall promptly deliver to the Company and the Swing Line Lender and Bank a confirmation of such notice specifying the Agent not later than 1:00 p.m.. (Denver time) on the Business Day on which such Swing Line Loan is proposed to be made. Each request for a Swing Line Loan hereunder shall be irrevocable and shall be deemed a representation by the Borrower that on the requested Loan Date and after giving effect to amount of the requested Swing Line Loan the applicable conditions specified in Article VIII have been and will be satisfied. Each request for a Swing Line Loan hereunder shall specify (i) the requested Loan Date, (ii) the amount of the Swing Line Loan to be made on such date (and, in the case of a requested Swing Line Bond Loan, the amount of the purchase price or principal payment of the Bonds to be financed by such Swing Line Bond Loan), which shall be in a minimum amount of $100,000 and an integral or a whole multiple of $100,00050,000 in excess thereof. Unless The proceeds of the Swing Line Lender Loan will be made available by the Swing Line Bank to the Company in immediately available funds at the office of the Swing Line Bank by 2:00 p.m. (Chicago time) on the date of such notice. The Company may at any time and from time to time, prepay the Swing Line Loans, in whole or in part, without premium or penalty, by notifying the Agent prior to 12:00 noon (Chicago time) on any Business Day of the date and amount of prepayment. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments shall be in an aggregate principal amount of $100,000 or a whole multiple of $50,000 in excess thereof. (b) The Agent, acting upon the request of the Swing Line Bank, at any time in its sole and absolute discretion, may on behalf of the Company (which hereby irrevocably directs the Agent to so act on its behalf) notify each Bank (including the Swing Line Bank) to make a Revolving Loan to the Company in a principal amount equal to such Bank's Pro Rata Share of the amount of such Swing Line Loan, unless any Bank or Banks shall be obligated, pursuant to SECTION 2.01(B), to make funds available to the Agent on the date such notice is given in an aggregate amount equal to or in excess of such Swing Line Loan, in which case such funds shall be applied by the Agent first to repay such Swing Line Loan and any remaining funds shall be made available to the Borrower in accordance with SECTION 2.01(B); PROVIDED, HOWEVER, that such notice shall be deemed to have automatically been given upon the occurrence of an Event of Default under SECTION 9.01(F) or (G). Upon notice from the Agent, each Bank (other than the Swing Line Bank) will immediately transfer to the Agent, for transfer to the Swing Line Bank, in immediately available funds, an amount equal to such Bank's Pro Rata Share of the amount of such Swing Line Loan so repaid. Each Bank's obligation to transfer the amount of such Revolving Loan to the Agent shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Bank or any other Person may have against the Swing Line Bank, (ii) the occurrence or continuance of a Default or an Event of Default or the termination of the Revolving Loan Commitments, (iii) any adverse change in the condition (financial or otherwise) of the Company or any other Person, (iv) any breach of this Agreement by the Company or any other Company or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (c) Notwithstanding anything herein to the contrary, the Swing Line Bank (i) shall not be obligated to make any Swing Line Loan if the conditions set forth in ARTICLE V have not been satisfied and (ii) shall not make any requested Swing Line Loan if, prior to 1:00 p.m. (Chicago time) on the date of such requested Swing Line Loan, it has received a written notice from the Agent (i) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.1.3(a) or (ii) that any applicable condition specified in Article VIII has not been satisfied or waived, the Agent will make available to the Borrower at the Agent's principal office in Denver, Colorado in immediately available funds not later than 2:30 p.m. (Denver time) on the requested Loan Date the amount of the requested Swing Line Loans to the extent received from the Swing Line Lender.

Procedure for Swing Line Loans. Unless (a) The Company may borrow under the Swing Line Lender has notified Commitment on any Business Day until the Borrower Termination Date; provided that the Company shall give the Swing Line has been terminated Bank irrevocable written notice (or suspended as provided telephonic notice promptly confirmed in Section 2.1.3, each request by the Borrower for a Swing Line Loan hereunder writing) (which notice must be given received by the Borrower to the Swing Line Lender and Bank prior to 11:00 a.m. (Chicago time)) with a copy to the Administrative Agent not later than 1:00 p.m.. (Denver time) on specifying the Business Day on which such Swing Line Loan is proposed to be made. Each request for a Swing Line Loan hereunder shall be irrevocable and shall be deemed a representation by the Borrower that on the requested Loan Date and after giving effect to amount of the requested Swing Line Loan the applicable conditions specified in Article VIII have been and will be satisfied. Each request for a Swing Line Loan hereunder shall specify (i) the requested Loan Date, (ii) the amount of the Swing Line Loan to be made on such date (and, in the case of a requested Swing Line Bond Loan, the amount of the purchase price or principal payment of the Bonds to be financed by such Swing Line Bond Loan), which shall be in a minimum amount of $100,000 and an integral 1,000,000 or a whole multiple of $100,000500,000 in excess thereof. Unless The proceeds of the Swing Line Lender has received written notice from the Agent (i) directing Loan will be made available by the Swing Line Lender Bank to the Company in immediately available funds at the office of the Swing Line Bank by 1:00 p.m. (Chicago time) on the date of such notice. The Company may at any time and from time to time prepay the Swing Line Loans, in whole or in part, without premium or penalty, by notifying the Swing Line Bank prior to 1:00 p.m. (Chicago time) on any Business Day of the date and amount of prepayment with a copy to the Administrative Agent. If any such notice is given, the amount specified in such notice shall be due and payable not to make later than 3:00 p.m. (Chicago time) on the date specified therein. Partial prepayments shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. (b) If any Swing Line Loan shall remain outstanding at 11:00 a.m. (Chicago time) on the tenth Business Day following the date of such Swing Line Loan as and if by such time on such tenth Business Day the Administrative Agent shall have received neither (i) a result Notice of Borrowing delivered by the Company pursuant to Section 2.03 requesting that Loans be made pursuant to Section 2.01 on the immediately succeeding Business Day in an amount at least equal to the principal amount of such Swing Line Loan nor (ii) any other notice satisfactory to the Administrative Agent indicating the Company's intent to repay such Swing Line Loan on or before the immediately succeeding Business Day with funds obtained from other sources, then on such Business Day the Swing Line Bank shall (and on any Business Day the Swing Line Bank in its sole discretion may), on behalf of the limitations set forth Company (which hereby irrevocably directs the Swing Line Bank to act on its behalf) request the Administrative Agent to notify each Bank to make a Base Rate Loan in an amount equal to such Bank's Pro Rata Share of (A) in the first proviso case of such a request which is required to be made, the first sentence amount of Section 2.1.3(athe relevant Swing Line Loan and (B) in the case of such a discretionary request, the aggregate principal amount of the Swing Line Loans outstanding on the date such notice is given. Unless any of the events described in subsection 8.01(f) or (iig) that any applicable condition specified shall have occurred with respect to the Company (in Article VIII has not been satisfied or waived, which event the Agent will procedures of paragraph (d) of this Section 2.08 shall apply) each Bank shall make the proceeds of its Loan available to the Borrower Administrative Agent for the account of the Swing Line Bank at the Administrative Agent's principal office Payment Office in Denver, Colorado in funds immediately available funds not later than 2:30 p.m. prior to 11:00 a.m. (Denver Chicago time) on the requested Loan Date Business Day next succeeding the date such notice is given. The proceeds of such Loans shall be immediately applied to repay the outstanding Swing Line Loans. Effective on the day such Loans are made, the portion of the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note. The Company shall pay to the Swing Line Bank, promptly following the Swing Line Bank's demand, the amount of the requested its outstanding Swing Line Loans to the extent amounts received from the Banks are not sufficient to repay in full such outstanding Swing Line LenderLoans. (c) Notwithstanding anything herein to the contrary, the Swing Line Bank (i) shall not be obligated to make any Swing Line Loan if the conditions set forth in Article IV have not been satisfied and (ii) shall not make any requested Swing Line Loan if, prior to 1:00 p.m. (Chicago time) on the date of such requested Swing Line Loan, it has received a written notice from the Administrative Agent or any Bank directing it not to make further Swing Line Loans because one or more of the conditions specified in Article IV are not then satisfied. (d) If prior to the making of a Loan required to be made by subsection 2.08(b) an Event of Default described in subsection 8.01(f) or 8.01(g) shall have occurred and be continuing with respect to the Company, each Bank will, on the date such Loan was to have been