Notes. Upon request of any Lender or the Swing Line Lender, the Borrower will execute and deliver to such Lender or the Swing Line Lender, as the case may be, # a Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence the Borrower’s obligation to pay the principal of, and interest on, the Revolving Loans made to it by such Lender, # a Swing Line Note with blanks appropriately completed in conformity herewith to evidence the Borrower’s obligation to pay the principal of, and interest on, the Swing Loans made to it by the Swing Line Lender and # a Term Loan Note with blanks appropriately completed in conformity herewith to evidence the Borrower’s obligation to pay the principal of, and interest on, Term Loans made to it by such Lender; provided, however, that the decision of any Lender or the Swing Line Lender to not request a Note shall in no way detract from the Borrower’s obligation to repay the Loans and other amounts owing by the Borrower to such Lender or the Swing Line Lender.

The Canadian Borrowers shall make all payments of principal and interest in respect of the Canadian Swing Line Loans directly to the Canadian Swing Line Lender.

If any Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this [Section 2.04(c)] by the time specified in [Section 2.04(c)(i)], the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan included in the relevant committed borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this [clause (iii)] shall be conclusive absent manifest error.

Each Domestic Swing Line Borrowing shall be made upon ​’s irrevocable notice to the applicable Domestic Swing Line Lender and the Administrative Agent, which may be given by telephone or by a Domestic Swing Line Loan Notice; provided, that, any telephonic notice must be confirmed promptly by delivery to the applicable Domestic Swing Line Lender and the Administrative Agent of a Domestic Swing Line Loan Notice. Each Domestic Swing Line Loan Notice must be received by the applicable Domestic Swing Line Lender and the Administrative Agent not later than ​ on the requested borrowing date, and shall specify # the amount to be borrowed, which shall be a minimum of ​ or an integral multiple thereof (in each case, or such smaller amount as may be agreed by the applicable Domestic Swing Line Lender), and # the requested borrowing date, which shall be a Business Day. Promptly after receipt by the applicable Domestic Swing Line Lender of any Domestic Swing Line Loan Notice, such Domestic Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Domestic Swing Line Loan Notice and, if not, such Domestic Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the applicable Domestic Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to ​ on the date of the proposed Domestic Swing Line Borrowing # directing such Domestic Swing Line Lender not to make such Domestic Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of [[Section 2.04(a)(i), or (2)])]])] that one or more of the applicable conditions specified in [Article IV] is not then satisfied, then, subject to the terms and conditions hereof, the applicable Domestic Swing Line Lender will, promptly on the borrowing date specified in such Domestic Swing Line Loan Notice, make the amount of its Domestic Swing Line Loan available to ​ by # crediting the account of ​ on the books of the applicable Domestic Swing Line Lender with the amount of such funds, or # wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the applicable Domestic Swing Line Lender by ​.

Each Canadian Swing Line Borrowing shall be made upon the applicable Canadian Borrower’s irrevocable notice to the Canadian Swing Line Lender and the Canadian Agent, which may be given by telephone or by a Canadian Swing Line Loan Notice; provided, that, any telephonic notice must be confirmed promptly by delivery to the Canadian Swing Line Lender and the Canadian Agent of a Canadian Swing Line Loan Notice. Each Canadian Swing Line Loan Notice must be received not later than ​ (Toronto time) on the requested borrowing date, and shall specify # the name of the applicable Canadian Borrower, # the amount and currency to be borrowed, which amount shall be a minimum of ​ (or the Alternative Currency equivalent thereof) or such integral multiple thereof (in each case, or such smaller amount as may be agreed by the Canadian Swing Line Lender); provided, that, there shall be no minimum amount for any Canadian Swing Line Loan which is advanced in order to fund an overdraft in the Canadian Borrowers’ Canadian Dollar accounts maintained with the Canadian Swing Line Lender (as provided in [Section 2.04(a)(ii)]), # the requested borrowing date, which shall be a Business Day, and # the location and number of such Canadian Borrower’s account to which funds are to be disbursed. Unless the Canadian Swing Line Lender has received notice (by telephone or in writing) from the Canadian Agent (including at the request of any Lender) prior to ​ (Toronto time), on the date of the proposed Canadian Swing Line Borrowing # directing the Canadian Swing Line Lender not to make such Canadian Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of [[Section 2.04(a)(ii), or (2)])]])] that one or more of the applicable conditions specified in [Article IV] is not then satisfied, then, subject to the terms and conditions hereof, the Canadian Swing Line Lender shall, promptly after receipt of the applicable Canadian Swing Line Loan Notice with respect to such Canadian Swing Line Borrowing, make such Canadian Swing Line Loan to the applicable Canadian Borrower by means of a wire transfer to the account specified in such Canadian Swing Line Loan Notice.

“Swing Line Lender” means ​ in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder, with the commitments of each Swing Line Lender as set forth in [Schedule 2].01B.

Upon the making of a Swing Line Loan, without further action by any party hereto, each Tranche A Lender shall be deemed to have irrevocably and unconditionally purchased and received from the Swing Line Lender, without recourse or warranty, an undivided interest and participation to the extent of such Lender’s Pro Rata Share in such Swing Line Loan. To the extent that there is no settlement in accordance with [Section 6.10] below, the Swing Line Lender may at any time, require the Tranche A Lenders to fund their participations. From and after the date, if any, on which any Tranche A Lender has funded its participation in any Swing Line Loan, Administrative Agent shall promptly distribute to such Lender, not less than weekly, such Lender’s Pro Rata Share of all payments of principal and interest received by Administrative Agent in respect of such Swing Line Loan.

“Swing Line Lender” means Citi, in its capacity as provider of Swing Line Loans or any successor swing line lender hereunder.

Requests for Swing Loans. Borrower shall give Administrative Agent prior notice (which may be written or oral) no later than 12:00 Noon on the date upon which Borrower requests that any Swing Loan be made, of the amount and date of such Swing Loan, and, if applicable, the Interest Period requested therefor. Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from Borrower. After receiving such notice, the Swing Line Lender shall in its discretion quote an interest rate to Borrower at which the Swing Line Lender would be willing to make such Swing Loan available to Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as “Swing Line Lender’s Quoted Rate”). The Borrower acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance. If the Borrower does not so immediately accept the Swing Line Lender’s Quoted Rate for the full amount requested by the Borrower for such Swing Loan, the Swing Line Lender’s Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit Commitment to the Base Rate as from time to time in effect. Anything contained in the foregoing to the contrary notwithstanding, the undertaking of the Swing Line Lender to make Swing Loans shall be subject to all of the terms and conditions of this Agreement (provided that the Swing Line Lender shall be entitled to assume that the conditions precedent to an advance of any Swing Loan have been satisfied unless notified to the contrary by Administrative Agent or the Required Lenders).

“Domestic Swing Line Commitment” means, as to any Domestic Swing Line Lender, the amount set forth opposite such Domestic Swing Line Lender’s name on [Schedule 2.04] (as such Schedule may be updated from time to time pursuant to this Agreement). The Domestic Swing Line Commitment of any Domestic Swing Line Lender may be modified from time to time by agreement among ​, the Administrative Agent, and such Domestic Swing Line Lender. [Schedule 2.04] shall be deemed to be automatically updated to reflect any modification to any Domestic Swing Line Lender’s Domestic Swing Line Commitment effected pursuant to the immediately preceding sentence.