Common use of Participations in Swingline Loans Clause in Contracts

Participations in Swingline Loans. Each Swingline Bank shall provide written notice to the Administrative Agent of any outstanding Swingline Loan and the Banks shall acquire participating interests in any outstanding Swingline Loan pro rata in accordance with their respective Commitments (in the case of a Swingline Loan that is not a Covering Swingline Loan) or pro rata among the Banks that failed to timely make available the Revolving Loans covered by such Swingline Loan (in the case of a Covering Swingline Loan) not later than 12:00 noon (New York City time) on the third Business Day following any Business Day on which a Swingline Loan is made by such Swingline Bank. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each applicable Bank, specifying in such notice such Bank’s share of such Swingline Loan. Each Bank hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Bank, such Bank’s share of such Swingline Loan. Each Bank acknowledges and agrees that its obligation to acquire participating interests in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments or the Aggregate Commitment, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank shall comply with its obligation under this Section in the same manner as provided in Section 4.1 with respect to Loans made by such Bank (and Section 4.2 shall apply, mutatis mutandis, to the payment obligations of the Banks), and the Administrative Agent shall promptly pay to such Swingline Bank the amounts so received by it from the Banks. The Administrative Agent shall notify the Company of any participating interest in any Swingline Loan acquired pursuant to this Section. Any amounts received from the Company (or other party on behalf of the Company) in respect of a Swingline Loan after receipt by the Swingline Bank of the proceeds of a sale of participating interests therein shall be promptly remitted through the Administrative Agent to the Banks that shall have made their payments pursuant to this Section and to the applicable Swingline Bank, as their interests may appear; provided that any such payment so remitted shall be repaid to the Administrative Agent, if and to the extent such payment is required to be refunded to the Company for any reason. The purchase of participating interests in a Swingline Loan pursuant to this paragraph shall not relieve the Company of any default in the payment thereof.

Participations in Swingline Loans. Each The Swingline Bank shall provide Lender may, no less frequently than once per calendar month (but more frequently in its sole discretion) by written notice given to the Administrative Agent of any outstanding Swingline Loan and the Banks shall acquire participating interests in any outstanding Swingline Loan pro rata in accordance with their respective Commitments (in the case of a Swingline Loan that is not a Covering Swingline Loan) or pro rata among the Banks that failed to timely make available the Revolving Loans covered by such Swingline Loan (in the case of a Covering Swingline Loan) not later than 12:00 noon (New York City time) 10:00 a.m. on the third Business Day following any Business Day require the Revolving Credit Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which a Swingline Loan is made by such Swingline BankRevolving Credit Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will shall give notice thereof to each applicable BankRevolving Credit Lender, specifying in such notice such BankRevolving Credit Lender’s share Applicable Percentage of such Swingline LoanLoan or Loans. Each Bank hereby absolutely and unconditionally agrees, Revolving Credit Lender shall upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline BankLender, such BankRevolving Credit Lender’s share Applicable Percentage of such Swingline LoanLoan or Loans. Each Bank Revolving Credit Lender acknowledges and agrees that its obligation to acquire participating interests participations in Swingline Loans pursuant to this paragraph Section 2.20 is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments or the Aggregate CommitmentCommitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank Revolving Credit Lender shall comply with its obligation under this Section in the same manner as provided in Section 4.1 2.20 by wire transfer of immediately available funds with respect to Loans made by such Bank (and Section 4.2 shall apply, mutatis mutandis, to the payment obligations of the Banks)Revolving Credit Lender, and the Administrative Agent shall promptly pay to such the Swingline Bank Lender the amounts so received by it from the BanksRevolving Credit Lenders. The Administrative Agent shall notify the Company Borrower of any participating interest participations in any Swingline Loan acquired pursuant to this SectionSection 2.20, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Company Borrower (or other party on behalf of the CompanyBorrower) in respect of a Swingline Loan after receipt by the Swingline Bank Lender of the proceeds of a sale of participating interests participations therein shall be promptly remitted through to the Administrative Agent. Any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Banks Revolving Credit Lenders that shall have made their payments pursuant to this Section 2.20 and to the applicable Swingline BankLender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Administrative Agent, if and to the extent such payment is required to be refunded to the Company for any reason. The purchase of participating interests participations in a Swingline Loan pursuant to this paragraph Section 2.20 shall not relieve the Company Borrower of any default in the payment thereof.

Participations in Swingline Loans. Each The Swingline Bank shall provide Lender may by written notice given to the Administrative Agent of any outstanding Swingline Loan and the Banks shall acquire participating interests in any outstanding Swingline Loan pro rata in accordance with their respective Commitments (in the case of a Swingline Loan that is not a Covering Swingline Loan) or pro rata among the Banks that failed to timely make available the Revolving Loans covered by such Swingline Loan (in the case of a Covering Swingline Loan) not later than 12:00 noon (1:00 p.m., New York City time) , on the third Business Day following any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which a Swingline Loan is made by such Swingline BankRevolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each applicable BankRevolving Lender, specifying in such notice such BankRevolving Lender’s share Applicable Percentage of such Swingline LoanLoan or Loans. Each Bank Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative AgentAgent in Dollars, for the account of the Swingline BankLender, the amount of such BankRevolving Lender’s share Applicable Percentage of such Swingline LoanLoan or Loans. Each Bank Revolving Lender acknowledges and agrees that its obligation to acquire participating interests participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments or the Aggregate CommitmentRevolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank Revolving Lender shall comply with its obligation under this Section paragraph by wire transfer of Dollars in immediately available funds, in the same manner as provided in Section 4.1 2.06 with respect to Revolving Loans made by such Bank Revolving Lender (and Section 4.2 2.06 shall apply, mutatis mutandis, to the payment obligations of the BanksLenders), and the Administrative Agent shall promptly pay to such the Swingline Bank Lender the amounts so received by it from the BanksRevolving Lenders. The Administrative Agent shall notify the Company Borrower of any participating interest participations in any Swingline Loan acquired pursuant to this Sectionparagraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Company Borrower (or other party on behalf of the CompanyBorrower) in respect of a Swingline Loan after receipt by the Swingline Bank Lender of the proceeds of a sale of participating interests participations therein shall be promptly remitted through to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Banks Revolving Lenders that shall have made their payments pursuant to this Section paragraph and to the applicable Swingline BankLender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Company Borrower for any reason. The purchase of participating interests participations in a Swingline Loan pursuant to this paragraph shall not relieve the Company Borrower of any default in the payment thereof.

Participations in Swingline Loans. Each If, for any reason (including as a result of any Bankruptcy Event with respect to a Borrower), Dollar Revolving Loans or Multicurrency Revolving Loans, as the case may be, are not made pursuant to Section 2.2(e) in an amount sufficient to repay any amounts owed to the applicable Swingline Bank Lender in respect of any outstanding Swingline Loans made by such Swingline Lender, or if thesuch Swingline Lender is otherwise precluded for any reason from giving a notice on behalf of the applicable Borrower as provided for hereinabove, thein Section 2.2(e), such Swingline Lender shall provide written be deemed to have sold without recourse, representation or warranty, and each Dollar Revolving Lender or Multicurrency Revolving Lender, as the case may be, shall be deemed to have purchased and hereby agrees to purchase, a participation in such outstanding Swingline Loans in an amount equal to its ratable share (based on the proportion that its Dollar Revolving Commitment or Multicurrency Revolving Commitment, as the case may be, bears to the aggregate Dollar Revolving Commitments or Multicurrency Revolving Commitments, respectively, at such time, or if the Dollar Revolving Commitments or Multicurrency Revolving Commitments, as the case may be, have been terminated, based on the proportion that its Dollar Revolving Commitment or Multicurrency Revolving Commitment, as the case may be, bears to the aggregate Dollar Revolving Commitments or Multicurrency Revolving Commitments, respectively, in each case immediately prior to the termination thereof) of the unpaid amount thereof together with accrued interest thereon. Upon notice delivered by thesuch Swingline Lender to the Administrative Agent, and by the Administrative Agent to each Lender, not later than 12:00 noon, Charlotte, North Carolina time, (i) on the Business Day of the proposed funding of the participations described above with respect to any applicable Dollar Swingline Loans, any applicable Multicurrency Swingline Loans denominated in Dollars or any applicable Multicurrency Swingline Loans denominated in a Foreign Currency in respect of which thesuch Swingline Lender, in its sole and absolute discretion, has elected to accept Dollars or (ii) four Business Days prior to the proposed funding of the participations described above with respect to any applicable Multicurrency Swingline LoanLoans not described in clause (i) above, each Dollar Revolving Lender or Multicurrency Revolving Lender, as the case may be (other than thesuch Swingline Lender), will make available to the Administrative Agent of any outstanding Swingline Loan and the Banks shall acquire participating interests in any outstanding Swingline Loan pro rata in accordance with their respective Commitments (at its Payment Office an amount, in the case of a Swingline Loan that is not a Covering Swingline Loan) or pro rata among applicable Currency and in immediately available funds, equal to its respective participation. To the Banks that failed extent the applicable Lenders have made such amounts available to timely make available the Revolving Loans covered by such Swingline Loan (in the case of a Covering Swingline Loan) not later than 12:00 noon (New York City time) on the third Business Day following any Business Day on which a Swingline Loan is made by such Swingline Bank. Promptly upon receipt of such noticeAdministrative Agent as provided hereinabove, the Administrative Agent will give notice thereof to each applicable Bank, specifying in such notice such Bank’s share make the aggregate of such amounts available to thesuch Swingline LoanLender in like funds as received by the Administrative Agent. Each Bank hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, In the event any applicable Lender fails to pay make available to the Administrative AgentAgent the amount of such Lender’s participation as provided in this Section 2.2(f), the applicable Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with interest thereon for each day from the date such amount is required to be made available for the account of thesuch Swingline Lender until the date such amount is made available to thesuch Swingline Bank, such Bank’s share of such Swingline Loan. Each Bank acknowledges and agrees that its obligation Lender at a rate per annum equal to acquire participating interests in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination greater of the Commitments Federal Funds Rate and a rate determined by thesuch Swingline Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by thesuch Swingline Lender in connection with the Aggregate Commitment, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoeverforegoing. Each Bank shall comply with Promptly following its obligation under this Section in the same manner as provided in Section 4.1 with respect to Loans made by such Bank (and Section 4.2 shall apply, mutatis mutandis, to the payment obligations of the Banks), and the Administrative Agent shall promptly pay to such Swingline Bank the amounts so received by it from the Banks. The Administrative Agent shall notify the Company receipt of any participating interest in any Swingline Loan acquired pursuant to this Section. Any amounts received from the Company (payment by or other party on behalf of the Company) applicable Borrower in respect of a Swingline Loan after receipt by the Swingline Bank of the proceeds of a sale of participating interests therein shall be promptly remitted through the Administrative Agent to the Banks that shall have made their payments pursuant to this Section and to the aany applicable Swingline BankLoan, thesuch Swingline Lender will pay to each Dollar Revolving Lender or Multicurrency Revolving Lender, as their interests the case may appear; provided be, that any has acquired a participation therein such payment so remitted shall be repaid to the Administrative Agent, if and to the extent Lender’s ratable share of such payment is required to be refunded to the Company for any reason. The purchase of participating interests in a Swingline Loan pursuant to this paragraph shall not relieve the Company of any default in the payment thereofpayment.

Participations in Swingline Loans. Each The Swingline Bank shall provide Lender may by written notice given to the Administrative Agent of any outstanding Swingline Loan and the Banks shall acquire participating interests in any outstanding Swingline Loan pro rata in accordance with their respective Commitments (in the case of a Swingline Loan that is not a Covering Swingline Loan) or pro rata among the Banks that failed to timely make available the Revolving Loans covered by such Swingline Loan (in the case of a Covering Swingline Loan) not later than 12:00 noon (1:00 p.m., New York City time) , on the third Business Day following any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which a Swingline Loan is made by such Swingline BankLenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each applicable BankLender, specifying in such notice such Bank’s share Lender's Applicable Percentage of such Swingline LoanLoan or Loans. Each Bank Lender hereby absolutely and unconditionally agrees, upon receipt of such notice from the Administrative Agent as provided aboveabove (and in any event, if such notice is received by 1:00 p.m., New York City time, on a Business Day no later than 4:00 p.m., New York City time on such Business Day and if received after 1:00 p.m., New York City time, "on a Business Day" shall mean no later than 1:00 p.m., New York City time on the immediately succeeding Business Day), to pay to the Administrative AgentAgent in Dollars, for the account of the Swingline BankLender, the amount of such Bank’s share Lender's Applicable Percentage of such Swingline LoanLoan or Loans. Each Bank Lender acknowledges and agrees that its obligation to acquire participating interests participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments or the Aggregate CommitmentRevolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank Lender shall comply with its obligation under this Section paragraph by wire transfer of Dollars in immediately available funds, in the same manner as provided in Section 4.1 2.07 with respect to Revolving Loans made by such Bank Lender (and Section 4.2 2.07 shall apply, mutatis mutandis, to the payment obligations of the BanksLenders), and the Administrative Agent shall promptly pay to such the Swingline Bank Lender the amounts so received by it from the BanksLenders. The Administrative Agent shall notify the Company Borrower of any participating interest participations in any Swingline Loan acquired pursuant to this Sectionparagraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Company Borrower (or other party on behalf of the CompanyBorrower) in respect of a Swingline Loan after receipt by the Swingline Bank Lender of the proceeds of a sale of participating interests participations therein shall be promptly remitted through to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Banks Lenders that shall have made their payments pursuant to this Section paragraph and to the applicable Swingline BankLender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Company Borrower for any reason. The purchase of participating interests participations in a Swingline Loan pursuant to this paragraph shall not relieve the Company Borrower of any default in the payment thereof.

Participations in Swingline Loans. Each In the event that, at any time any Swingline Bank shall provide written notice Loans are outstanding, either (i) an Event of Default pursuant to Section 8.1(f) or 8.1(g) has occurred or (ii) the Administrative Agent of any outstanding Swingline Revolving Loan and the Banks shall acquire participating interests in any outstanding Swingline Loan pro rata Commitment has been suspended or terminated in accordance with their respective Commitments the provisions of this Agreement, then in either case, each Revolving Lender (other than Swingline Lender) shall be deemed to have irrevocably and immediately purchased and received from Swingline Lender, without recourse or warranty, an undivided interest and participation in the case Swingline Loans in an aggregate amount equal to such Lender’s Pro Rata Share of a each Swingline Loan that is not a Covering Swingline Loan) or pro rata among the Banks that failed to timely make available the Revolving Loans covered by such Swingline Loan (in the case of a Covering Swingline Loan) not later than 12:00 noon (New York City time) on the third Business Day following any Business Day on which a Swingline Loan is made by such Swingline Bankoutstanding. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each applicable Bank, specifying in such notice such Bank’s share of such Swingline Loan. Each Bank hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay Any purchase obligation arising pursuant to the Administrative Agent, for the account of the Swingline Bank, such Bank’s share of such Swingline Loan. Each Bank acknowledges and agrees that its obligation to acquire participating interests in Swingline Loans pursuant to this paragraph is immediately preceding sentence shall be absolute and unconditional and shall not be affected by any circumstance circumstances whatsoever. In the event that on any Business Day Swingline Lender desires to effect settlement of any such purchase, including Swingline Lender shall promptly notify Administrative Agent to that effect and indicate the occurrence payment amounts required by each Lender to effect such settlement. Administrative Agent agrees to transmit to Revolving Lenders the information contained in each notice received by Administrative Agent from Swingline Lender and continuance shall concurrently notify such Lenders of a Default or reduction or termination each such Lender’s Pro Rata Share of the Commitments required payment settlement amount. Each such Lender shall effect such settlement upon receipt of any such notice by transferring to the Payment Account not later than noon (Chicago time) on the Business Day immediately following the Business Day of receipt of such notice (provided that if any such Lender shall receive such notice at or the Aggregate Commitmentprior to 10:00 a.m. (Chicago time) on a Business Day, and that each such payment funding shall be made without any offsetby such Lender on such Business Day), abatement, withholding or reduction whatsoever. Each Bank shall comply with its obligation under this Section an amount equal to such Lender’s participation in the same manner as provided in Section 4.1 with respect to Loans made by such Bank (and Section 4.2 shall apply, mutatis mutandis, to the payment obligations of the Banks), and the Administrative Agent shall promptly pay to such Swingline Bank the amounts so received by it from the Banks. The Administrative Agent shall notify the Company of any participating interest in any Swingline Loan acquired pursuant to this Section. Any amounts received from the Company (or other party on behalf of the Company) in respect of a Swingline Loan after receipt by the Swingline Bank of the proceeds of a sale of participating interests therein shall be promptly remitted through the Administrative Agent to the Banks that shall have made their payments pursuant to this Section and to the applicable Swingline Bank, as their interests may appear; provided that any such payment so remitted shall be repaid to the Administrative Agent, if and to the extent such payment is required to be refunded to the Company for any reason. The purchase of participating interests in a Swingline Loan pursuant to this paragraph shall not relieve the Company of any default in the payment thereofLoan.

Participations in Swingline Loans. (a) Each MC Swingline Bank shall provide written notice to the Administrative Agent of any outstanding MC Swingline Loan and the MC Banks shall acquire participating interests in any outstanding MC Swingline Loan pro rata in accordance with their respective MC Commitments and Applicable Percentage thereof (in the case of a an MC Swingline Loan that is not a an MC Covering Swingline Loan) or pro rata among the Banks that failed to timely make available the MC Revolving Loans covered by such MC Swingline Loan (in the case of a an MC Covering Swingline Loan) not later than 12:00 noon (New York City time) on the third Business Day following any Business Day on which a an MC Swingline Loan is made by such MC Swingline Bank. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each applicable MC Bank, specifying in such notice such MC Bank’s share of such MC Swingline Loan. Each MC Bank hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the MC Swingline Bank, such MC Bank’s share of such MC Swingline Loan. Each MC Bank acknowledges and agrees that its obligation to acquire participating interests in Swingline MC Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the MC Commitments or the Aggregate MC Commitment, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank shall comply with its obligation under this Section in the same manner as provided in Section 4.1 with respect to MC Loans made by such MC Bank (and Section 4.2 shall apply, mutatis mutandis, to the payment obligations of the MC Banks), and the Administrative Agent shall promptly pay to such MC Swingline Bank the amounts so received by it from the MC Banks. The Administrative Agent shall notify the Company of any participating interest in any MC Swingline Loan acquired pursuant to this Section. Any amounts received from the Company (or other party on behalf of the Company) in respect of a an MC Swingline Loan after receipt by the MC Swingline Bank of the proceeds of a sale of participating interests therein shall be promptly remitted through the Administrative Agent to the MC Banks that shall have made their payments pursuant to this Section and to the applicable MC Swingline Bank, as their interests may appear; provided that any such payment so remitted shall be repaid to the Administrative Agent, if and to the extent such payment is required to be refunded to the Company for any reason. The purchase of participating interests in a an MC Swingline Loan pursuant to this paragraph shall not relieve the Company of any default in the payment thereof.

Participations in Swingline Loans. Each The Swingline Bank shall provide Lender may by written notice given to the Administrative Agent of any outstanding Swingline Loan and the Banks shall acquire participating interests in any outstanding Swingline Loan pro rata in accordance with their respective Commitments (in the case of a Swingline Loan that is not a Covering Swingline Loan) or pro rata among the Banks that failed to timely make available the Revolving Loans covered by such Swingline Loan (in the case of a Covering Swingline Loan) not later than 12:00 noon (New York City noon, Dallas, Texas time) , on the third Business Day following any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate Dollar Amount of Swingline Loans in which a Swingline Loan is made by such Swingline BankRevolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each applicable BankRevolving Lender, specifying in such notice such BankRevolving Lender’s share Applicable Percentage of such Swingline LoanLoan or Loans. Each Bank Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative AgentAgent in Dollars, for the account of the Swingline BankLender, the Dollar Amount of such BankRevolving Lender’s share Applicable Percentage of such Swingline LoanLoan or Loans. Each Bank Revolving Lender acknowledges and agrees that its obligation to acquire participating interests participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments or the Aggregate CommitmentRevolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank Revolving Lender shall comply with its obligation under this Section paragraph by wire transfer of Dollars in immediately available funds, in the same manner as provided in Section 4.1 2.06 with respect to Revolving Loans made by such Bank Revolving Lender (and Section 4.2 2.06 shall apply, mutatis mutandis, to the payment obligations of the BanksLenders), and the Administrative Agent shall promptly pay to such the Swingline Bank Lender the amounts so received by it from the BanksRevolving Lenders. Upon the funding of a participation under this paragraph (f) in any Euro Loan or Sterling Loan, the portion of such Loans so funded shall be converted to Dollar Swingline Loans accruing interest as Fed Funds Loans but JPMorgan’s Applicable Percentage of such Loans shall remain as a Euro Loan or a Sterling Loan. The Administrative Agent shall notify the Company Borrower of any participating interest participations in any Swingline Loan acquired pursuant to this Sectionparagraph, and thereafter payments in respect of such Swingline Loan shall be made to the Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Company Borrower (or other party on behalf of the CompanyBorrower) in respect of a Swingline Loan after receipt by the Swingline Bank Lender of the proceeds of a sale of participating interests participations therein shall be promptly remitted through to the Administrative Agent; any such amounts received by the Agent shall be promptly remitted by the Agent to the Banks Revolving Lenders that shall have made their payments pursuant to this Section paragraph and to the applicable Swingline BankLender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Administrative Agent, if and to the extent such payment is required to be refunded to the Company for any reason. The purchase of participating interests participations in a Swingline Loan pursuant to this paragraph shall not relieve the Company Borrower of any default in the payment thereof.

Participations in Swingline Loans. Each If, for any reason (including as a result of any Bankruptcy Event with respect to a Borrower), Dollar Revolving Loans or Multicurrency Revolving Loans, as the case may be, are not made pursuant to Section 2.2(e) in an amount sufficient to repay any amounts owed to the Swingline Bank Lender in respect of any outstanding Swingline Loans, or if the Swingline Lender is otherwise precluded for any reason from giving a notice on behalf of the applicable Borrower as provided for hereinabove, the Swingline Lender shall provide written be deemed to have sold without recourse, representation or warranty, and each Dollar Revolving Lender or Multicurrency Revolving Lender, as the case may be, shall be deemed to have purchased and hereby agrees to purchase, a participation in such outstanding Swingline Loans in an amount equal to its ratable share (based on the proportion that its Dollar Revolving Commitment or Multicurrency Revolving Commitment, as the case may be, bears to the aggregate Dollar Revolving Commitments or Multicurrency Revolving Commitments, respectively, at such time, or if the Dollar Revolving Commitments or Multicurrency Revolving Commitments, as the case may be, have been terminated, based on the proportion that its Dollar Revolving Commitment or Multicurrency Revolving Commitment, as the case may be, bears to the aggregate Dollar Revolving Commitments or Multicurrency Revolving Commitments, respectively, in each case immediately prior to the termination thereof) of the unpaid amount thereof together with accrued interest thereon. Upon notice delivered by the Swingline Lender to the Administrative Agent, and by the Administrative Agent to each Lender, not later than 12:00 noon, Charlotte, North Carolina time, (i) on the Business Day of the proposed funding of the participations described above with respect to any Dollar Swingline Loans, any Multicurrency Swingline Loans denominated in Dollars or any Multicurrency Swingline Loans denominated in a Foreign Currency in respect of which the Swingline Lender, in its sole and absolute discretion, has elected to accept Dollars or (ii) four Business Days prior to the proposed funding of the participations described above with respect to any Multicurrency Swingline Loan not described in clause (i) above, each Dollar Revolving Lender or Multicurrency Revolving Lender, as the case may be (other than the Swingline Lender), will make available to the Administrative Agent of any outstanding Swingline Loan and the Banks shall acquire participating interests in any outstanding Swingline Loan pro rata in accordance with their respective Commitments (at its Payment Office an amount, in the case of a Swingline Loan that is not a Covering Swingline Loan) or pro rata among applicable Currency and in immediately available funds, equal to its respective participation. To the Banks that failed extent the applicable Lenders have made such amounts available to timely make available the Revolving Loans covered by such Swingline Loan (in the case of a Covering Swingline Loan) not later than 12:00 noon (New York City time) on the third Business Day following any Business Day on which a Swingline Loan is made by such Swingline Bank. Promptly upon receipt of such noticeAdministrative Agent as provided hereinabove, the Administrative Agent will give notice thereof to each applicable Bank, specifying in such notice such Bank’s share make the aggregate of such amounts available to the Swingline LoanLender in like funds as received by the Administrative Agent. Each Bank hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, In the event any applicable Lender fails to pay make available to the Administrative AgentAgent the amount of such Lender’s participation as provided in this Section 2.2(f), the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with interest thereon for each day from the date such amount is required to be made available for the account of the Swingline Bank, Lender until the date such Bank’s share of such amount is made available to the Swingline Loan. Each Bank acknowledges and agrees that its obligation Lender at a rate per annum equal to acquire participating interests in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination greater of the Commitments Federal Funds Rate and a rate determined by the Swingline Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Aggregate Commitment, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoeverSwingline Lender in connection with the foregoing. Each Bank shall comply with Promptly following its obligation under this Section in the same manner as provided in Section 4.1 with respect to Loans made by such Bank (and Section 4.2 shall apply, mutatis mutandis, to the payment obligations of the Banks), and the Administrative Agent shall promptly pay to such Swingline Bank the amounts so received by it from the Banks. The Administrative Agent shall notify the Company receipt of any participating interest in any Swingline Loan acquired pursuant to this Section. Any amounts received from the Company (payment by or other party on behalf of the Company) applicable Borrower in respect of a Swingline Loan after receipt by Loan, the Swingline Bank of the proceeds of a sale of participating interests therein shall be promptly remitted through the Administrative Agent Lender will pay to the Banks that shall have made their payments pursuant to this Section and to the applicable Swingline Bankeach Dollar Revolving Lender or Multicurrency Revolving Lender, as their interests the case may appear; provided be, that any has acquired a participation therein such payment so remitted shall be repaid to the Administrative Agent, if and to the extent Lender’s ratable share of such payment is required to be refunded to the Company for any reason. The purchase of participating interests in a Swingline Loan pursuant to this paragraph shall not relieve the Company of any default in the payment thereofpayment.

Participations in Swingline Loans. Each The Swingline Bank shall provide may by written notice given to the Administrative Agent of any outstanding Swingline Loan and the Banks shall acquire participating interests in any outstanding Swingline Loan pro rata in accordance with their respective Commitments (in the case of a Swingline Loan that is not a Covering Swingline Loan) or pro rata among the Banks that failed to timely make available require the Revolving Banks to acquire participations in all or a portion of its Swingline Loans covered by such outstanding. Such notice shall specify the aggregate amount of Swingline Loan (Loans in the case of a Covering Swingline Loan) not later than 12:00 noon (New York City time) on the third Business Day following any Business Day on which a Swingline Loan is made by such Swingline BankRevolving Banks will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each applicable Revolving Bank, specifying in such notice such Revolving Bank’s share Applicable Percentage of such Swingline LoanLoans. Each Revolving Bank hereby absolutely and FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, Page 39 3ACTIVE 221393034 unconditionally agrees, promptly upon receipt of such notice as provided abovefrom the Administrative Agent (and in any event, if such notice is received by 12:00 noon, New York City time, on a Business Day no later than 5:00 p.m. New York City time on such Business Day and if received after 12:00 noon, New York City time, on a Business Day shall mean no later than 10:00 a.m. New York City time on the immediately succeeding Business Day), to pay to the Administrative Agent, for the account of the such Swingline BankBanks, such Revolving Bank’s share Applicable Percentage of such Swingline LoanLoans. Each Revolving Bank acknowledges and agrees that its obligation to acquire participating interests participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments or the Aggregate CommitmentCommitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Bank shall comply with its obligation under this Section paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 4.1 2.04(b) with respect to Loans made by such Revolving Bank (and Section 4.2 2.04(b) shall apply, mutatis mutandis, to the payment obligations of the Revolving Banks), and the Administrative Agent shall promptly pay to such Swingline Bank Banks the amounts so received by it from the Revolving Banks. The Administrative Agent shall notify the Company Carlisle of any participating interest participations in any Swingline Loan acquired pursuant to this Sectionparagraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to such Swingline Banks. Any amounts received by the Swingline Bank from the Company a Co-Borrower (or other party on behalf of the Companya Co-Borrower) in respect of a Swingline Loan after receipt by the such Swingline Bank of the proceeds of a sale of participating interests participations therein shall be promptly remitted through to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Banks that shall have made their payments pursuant to this Section paragraph and to the applicable such Swingline BankBanks, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Bank or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Company a Co-Borrower for any reason. The purchase of participating interests participations in a Swingline Loan pursuant to this paragraph shall not relieve the Company Co-Borrowers of any default in the payment thereof.

Participations in Swingline Loans. Each The Swingline Bank shall provide may by written notice given to the Administrative Agent of any outstanding Swingline Loan and the Banks shall acquire participating interests in any outstanding Swingline Loan pro rata in accordance with their respective Commitments (in the case of a Swingline Loan that is not a Covering Swingline Loan) or pro rata among the Banks that failed to timely make available require the Revolving Banks to acquire participations in all or a portion of its Swingline Loans covered by such outstanding. Such notice shall specify the aggregate amount of Swingline Loan (Loans in the case of a Covering Swingline Loan) not later than 12:00 noon (New York City time) on the third Business Day following any Business Day on which a Swingline Loan is made by such Swingline BankRevolving Banks will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each applicable Revolving Bank, specifying in such notice such Revolving Bank’s share Applicable Percentage of such Swingline LoanLoans. Each Revolving Bank hereby absolutely and unconditionally agrees, promptly upon receipt of such notice as provided abovefrom the Administrative Agent (and in any event, if such notice is received by 12:00 noon, New York City time, on a Business Day no later than 5:00 p.m. New York City time on such Business Day and if received after 12:00 noon, New York City time, on a Business Day shall mean no later than 10:00 a.m. New York City time on the immediately succeeding Business Day), to pay to the Administrative Agent, for the account of the such Swingline BankBanks, such Revolving Bank’s share Applicable Percentage of such Swingline LoanLoans. Each Revolving Bank acknowledges and agrees that its obligation to acquire participating interests participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments or the Aggregate CommitmentCommitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Bank shall comply with its obligation under this Section paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 4.1 2.04(b) with respect to Loans made by such Revolving Bank (and Section 4.2 2.04(b) shall apply, mutatis mutandis, to the payment obligations of the Revolving Banks), and the Administrative Agent shall promptly pay to such Swingline Bank Banks the amounts so received by it from the Revolving Banks. The Administrative Agent shall notify the Company Carlisle of any participating interest participations in any Swingline Loan acquired pursuant to this Sectionparagraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to such Swingline Banks. Any amounts received by the Swingline Bank from the Company a Co-Borrower (or other party on behalf of the Companya Co-Borrower) in respect of a Swingline Loan after receipt by the such Swingline Bank of the proceeds of a sale of participating interests participations therein shall be promptly remitted through to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Banks that shall have made their payments pursuant to this Section paragraph and to the applicable such Swingline BankBanks, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Bank or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Company a Co-Borrower for any reason. The purchase of participating interests participations in a Swingline Loan pursuant to this paragraph shall not relieve the Company Co-Borrowers of any default in the payment thereof.

Participations in Swingline Loans. Each The Swingline Bank shall provide Lender may, by written notice given to the Administrative Agent of any outstanding Swingline Loan and the Banks shall acquire participating interests in any outstanding Swingline Loan pro rata in accordance with their respective Commitments (in the case of a Swingline Loan that is not a Covering Swingline Loan) or pro rata among the Banks that failed to timely make available the Revolving Loans covered by such Swingline Loan (in the case of a Covering Swingline Loan) not later than 12:00 noon (New York City time) 10:00 a.m. on any Business Day, require the third Lenders to acquire participations on such Business Day following any Business Day on in all of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which a Swingline Loan is made by such Swingline BankLenders will participate. Promptly upon receipt of such notice, the Administrative Agent will shall give notice thereof to each applicable BankLender, specifying in such notice such BankLender’s share Applicable Percentage of such Swingline LoanLoan or Loans. Each Bank hereby absolutely and unconditionally agrees, Lender shall upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline BankLender, such BankLender’s share Applicable Percentage of such Swingline LoanLoan or Loans; provided that a Lender shall not be required to purchase a participation in a Swingline Loan if such purchase would result in such Lender’s Credit Exposure exceeding such Lender’s Commitment . Each Bank Lender acknowledges and agrees that its obligation to acquire participating interests participations in Swingline Loans pursuant to this paragraph Section 2.20 is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments or the Aggregate CommitmentCommitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank Lender shall comply with its obligation under this Section in the same manner as provided in Section 4.1 2.20 by wire transfer of immediately available funds with respect to Loans made by such Bank (and Section 4.2 shall apply, mutatis mutandis, to the payment obligations of the Banks)Lender, and the Administrative Agent shall promptly pay to such the Swingline Bank Lender the amounts so received by it from the BanksLenders. The Administrative Agent shall notify the Company Borrower of any participating interest participations in any Swingline Loan acquired pursuant to this SectionSection 2.20, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Company Borrower (or other party on behalf of the CompanyBorrower) in respect of a Swingline Loan after receipt by the Swingline Bank Lender of the proceeds of a sale of participating interests participations therein shall be promptly remitted through to the Administrative Agent. Any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Banks Lenders that shall have made their payments pursuant to this Section 2.20 and to the applicable Swingline BankLender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Administrative Agent, if and to the extent such payment is required to be refunded to the Company for any reason. The purchase of participating interests participations in a Swingline Loan pursuant to Section 2.20 shall not relieve the Borrower of any default in the payment thereof. Notwithstanding the foregoing, a Lender shall not have any obligation to acquire a participation in a Swingline Loan pursuant to this paragraph Section 2.20 if an Event of Default shall have occurred and be continuing at the time such Swingline Loan was made and such Lender shall have notified the Swingline Lender in writing, at least 22725645.15 SSRI Credit Agreement one Business Day prior to the time such Swingline Loan was made, that such Event of Default has occurred and that such Lender will not relieve the Company acquire participations in Swingline Loans made while such Event of any default in the payment thereofDefault is continuing.

Participations in Swingline Loans. Each The Swingline Bank shall provide Lender may by written notice given to the Administrative Agent of any outstanding Swingline Loan and the Banks shall acquire participating interests in any outstanding Swingline Loan pro rata in accordance with their respective Commitments (in the case of a Swingline Loan that is not a Covering Swingline Loan) or pro rata among the Banks that failed to timely make available the Revolving Loans covered by such Swingline Loan (in the case of a Covering Swingline Loan) not later than 12:00 noon (New York City noon, Dallas, Texas time) , on the third Business Day following any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate Dollar Amount of Swingline Loans in which a Swingline Loan is made by such Swingline BankRevolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each applicable BankRevolving Lender, specifying in such notice such Bank’s share Revolving Lender's Applicable Percentage of such Swingline LoanLoan or Loans. Each Bank Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative AgentAgent in Dollars, for the account of the Swingline BankLender, the Dollar Amount of such Bank’s share Revolving Lender's Applicable Percentage of such Swingline LoanLoan or Loans. Each Bank Revolving Lender acknowledges and agrees that its obligation to acquire participating interests participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments or the Aggregate CommitmentRevolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank Revolving Lender shall comply with its obligation under this Section paragraph by wire transfer of Dollars in immediately available funds, in the same manner as provided in Section 4.1 2.06 with respect to Loans made by such Bank Revolving Lender (and Section 4.2 2.06 shall apply, mutatis mutandis, to the payment obligations of the BanksLenders), and the Administrative Agent shall promptly pay to such the Swingline Bank Lender the amounts so received by it from the BanksRevolving Lenders. Upon the funding of a participation under this clause (f) in any Euro Loan or Sterling Loan, the portion of such Loans so funded shall be converted to Dollar Swingline Loans accruing interest as Fed Funds Loans but JPMorgan's Applicable Percentage of such Loans shall remain as a Euro Loan or a Sterling Loan. The Administrative Agent shall notify the Company Borrower of any participating interest participations in any Swingline Loan acquired pursuant to this Sectionparagraph, and thereafter payments in respect of such Swingline Loan shall be made to the Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Company Borrower (or other party on behalf of the CompanyBorrower) in respect of a Swingline Loan after receipt by the Swingline Bank Lender of the proceeds of a sale of participating interests participations therein shall be promptly remitted through to the Administrative Agent; any such amounts received by the Agent shall be promptly remitted by the Agent to the Banks Revolving Lenders that shall have made their payments pursuant to this Section paragraph and to the applicable Swingline BankLender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Administrative Agent, if and to the extent such payment is required to be refunded to the Company for any reason. The purchase of participating interests participations in a Swingline Loan pursuant to this paragraph shall not relieve the Company Borrower of any default in the payment thereof.

Participations in Swingline Loans. Each The Swingline Bank shall provide Lender may by written notice given to the Administrative Agent of any outstanding Swingline Loan and the Banks shall acquire participating interests in any outstanding Swingline Loan pro rata in accordance with their respective Commitments (in the case of a Swingline Loan that is not a Covering Swingline Loan) or pro rata among the Banks that failed to timely make available the Revolving Loans covered by such Swingline Loan (in the case of a Covering Swingline Loan) not later than 12:00 noon (1:00 p.m., New York City time) , on the third Business Day following any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which a Swingline Loan is made by such Swingline BankLenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each applicable BankLender, specifying in such notice such BankLender’s share Applicable Percentage of such Swingline LoanLoan or Loans. Each Bank Lender hereby absolutely and unconditionally agrees, upon receipt of such notice from the Administrative Agent as provided aboveabove (and in any event, if such notice is received by 1:00 p.m., New York City time, on a Business Day no later than 4:00 p.m., New York City time on such Business Day and if received after 1:00 p.m., New York City time, “on a Business Day” shall mean no later than 1:00 p.m., New York City time on the immediately succeeding Business Day), to pay to the Administrative AgentAgent in Dollars, for the account of the Swingline BankLender, the amount of such BankLender’s share Applicable Percentage of such Swingline LoanLoan or Loans. Each Bank Lender acknowledges and agrees that its obligation to acquire participating interests participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments or the Aggregate CommitmentRevolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank Lender shall comply with its obligation under this Section paragraph by wire transfer of Dollars in immediately available funds, in the same manner as provided in Section 4.1 2.07 with respect to Revolving Loans made by such Bank Lender (and Section 4.2 2.07 shall apply, mutatis mutandis, to the payment obligations of the BanksLenders), and the Administrative Agent shall promptly pay to such the Swingline Bank Lender the amounts so received by it from the BanksLenders. The Administrative Agent shall notify the Company Borrower of any participating interest participations in any Swingline Loan acquired pursuant to this Sectionparagraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Company Borrower (or other party on behalf of the CompanyBorrower) in respect of a Swingline Loan after receipt by the Swingline Bank Lender of the proceeds of a sale of participating interests participations therein shall be promptly remitted through to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Banks Lenders that shall have made their payments pursuant to this Section paragraph and to the applicable Swingline BankLender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Company Borrower for any reason. The purchase of participating interests participations in a Swingline Loan pursuant to this paragraph shall not relieve the Company Borrower of any default in the payment thereof.

Participations in Swingline Loans. Each The Swingline Bank shall provide may by written notice given to the Administrative Agent of any outstanding Swingline Loan and the Banks shall acquire participating interests in any outstanding Swingline Loan pro rata in accordance with their respective Commitments (in the case of a Swingline Loan that is not a Covering Swingline Loan) or pro rata among the Banks that failed to timely make available the Revolving Loans covered by such Swingline Loan (in the case of a Covering Swingline Loan) not later than 12:00 noon 10:30 A.M. (New York City time) on the third Business Day following any Business Day require the Banks to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which a Swingline Loan is made by such Swingline BankBanks will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each applicable Bank, specifying in such notice such Bank’s share Applicable Percentage of such Swingline LoanLoan or Loans. Each Bank hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Bank, such Bank’s share Applicable Percentage of such Swingline LoanLoan or Loans. Each Bank acknowledges and agrees that its obligation to acquire participating interests participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments or the Aggregate CommitmentCommitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank shall comply with its obligation under this Section paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 4.1 2.04 with respect to Loans made by such Bank (and Section 4.2 2.04 shall apply, mutatis mutandis, to the payment obligations of the Banks), and the Administrative Agent shall promptly pay to such the Swingline Bank the amounts so received by it from the Banks. The Administrative Agent shall notify the Company Borrower of any participating interest participations in any Swingline Loan acquired pursuant to this Sectionparagraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Bank. Any amounts received by the Swingline Bank from the Company Borrower (or other party on behalf of the CompanyBorrower) in respect of a Swingline Loan after receipt by the Swingline Bank of the proceeds of a sale of participating interests participations therein shall be promptly remitted through to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Banks that shall have made their payments pursuant to this Section paragraph and to the applicable Swingline Bank, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Bank or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Company Borrower for any reason. The purchase of participating interests participations in a Swingline Loan pursuant to this paragraph shall not relieve the Company Borrower of any default in the payment thereof.

Participations in Swingline Loans. Each If, for any reason (including as a result of any Bankruptcy Event with respect to the Borrower), Dollar Revolving Loans or Multicurrency Revolving Loans, as the case may be, are not made pursuant to Section 2.2(e) in an amount sufficient to repay any amounts owed to the applicable Swingline Bank Lender in respect of any outstanding Swingline Loans made by such Swingline Lender, or if such Swingline Lender is otherwise precluded for any reason from giving a notice on behalf of the Borrower as provided for in Section 2.2(e), such Swingline Lender shall provide written be deemed to have sold without recourse, representation or warranty, and each Dollar Revolving Lender or Multicurrency Revolving Lender, as the case may be, shall be deemed to have purchased and hereby agrees to purchase, a participation in such outstanding Swingline Loans in an amount equal to its ratable share (based on the proportion that its Dollar Revolving Commitment or Multicurrency Revolving Commitment, as the case may be, bears to the aggregate Dollar Revolving Commitments or Multicurrency Revolving Commitments, respectively, at such time, or if the Dollar Revolving Commitments or Multicurrency Revolving Commitments, as the case may be, have been terminated, based on the proportion that its Dollar Revolving Commitment or Multicurrency Revolving Commitment, as the case may be, bears to the aggregate Dollar Revolving Commitments or Multicurrency Revolving Commitments, respectively, in each case immediately prior to the termination thereof) of the unpaid amount thereof together with accrued interest thereon. Upon notice delivered by such Swingline Lender to the Administrative Agent, and by the Administrative Agent to each Lender, not later than 12:00 noon, Charlotte, North Carolina time, (i) on the Business Day of the proposed funding of the participations described above with respect to any applicable Dollar Swingline Loans, any applicable Multicurrency Swingline Loans denominated in Dollars or any applicable Multicurrency Swingline Loans denominated in a Foreign Currency in respect of which such Swingline Lender, in its sole and absolute discretion, has elected to accept Dollars or (ii) four Business Days prior to the proposed funding of the participations described above with respect to any applicable Multicurrency Swingline Loans not described in clause (i) above, each Dollar Revolving Lender or Multicurrency Revolving Lender, as the case may be (other than such Swingline Lender), will make available to the Administrative Agent of any outstanding Swingline Loan and the Banks shall acquire participating interests in any outstanding Swingline Loan pro rata in accordance with their respective Commitments (at its Payment Office an amount, in the case of a Swingline Loan that is not a Covering Swingline Loan) or pro rata among applicable Currency and in immediately available funds, equal to its respective participation. To the Banks that failed extent the applicable Lenders have made such amounts available to timely make available the Revolving Loans covered by such Swingline Loan (in the case of a Covering Swingline Loan) not later than 12:00 noon (New York City time) on the third Business Day following any Business Day on which a Swingline Loan is made by such Swingline Bank. Promptly upon receipt of such noticeAdministrative Agent as provided hereinabove, the Administrative Agent will give notice thereof to each applicable Bank, specifying in such notice such Bank’s share make the aggregate of such amounts available to such Swingline LoanLender in like funds as received by the Administrative Agent. Each Bank hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, In the event any applicable Lender fails to pay make available to the Administrative AgentAgent the amount of such Lender’s participation as provided in this Section 2.2(f), the applicable Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with interest thereon for each day from the date such amount is required to be made available for the account of the Swingline Bank, such Bank’s share of such Swingline Loan. Each Bank acknowledges and agrees that its obligation to acquire participating interests in Swingline Loans pursuant to this paragraph Lender until the date such amount is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments or the Aggregate Commitment, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank shall comply with its obligation under this Section in the same manner as provided in Section 4.1 with respect to Loans made by such Bank (and Section 4.2 shall apply, mutatis mutandis, to the payment obligations of the Banks), and the Administrative Agent shall promptly pay available to such Swingline Bank Lender at a rate per annum equal to the amounts so received greater of the Federal Funds Rate and a rate determined by it from such Swingline Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such Swingline Lender in connection with the Banksforegoing. The Administrative Agent shall notify the Company Promptly following its receipt of any participating interest in any Swingline Loan acquired pursuant to this Section. Any amounts received from the Company (payment by or other party on behalf of the Company) Borrower in respect of a Swingline Loan after receipt by the Swingline Bank of the proceeds of a sale of participating interests therein shall be promptly remitted through the Administrative Agent to the Banks that shall have made their payments pursuant to this Section and to the any applicable Swingline BankLoan, such Swingline Lender will pay to each Dollar Revolving Lender or Multicurrency Revolving Lender, as their interests the case may appear; provided be, that any has acquired a participation therein such payment so remitted shall be repaid to the Administrative Agent, if and to the extent Lender’s ratable share of such payment is required to be refunded to the Company for any reason. The purchase of participating interests in a Swingline Loan pursuant to this paragraph shall not relieve the Company of any default in the payment thereofpayment.

Participations in Swingline Loans. Each The Swingline Bank shall provide may by written notice given to the Administrative Agent of any outstanding Swingline Loan and the Banks shall acquire participating interests in any outstanding Swingline Loan pro rata in accordance with their respective Commitments (in the case of a Swingline Loan that is not a Covering Swingline Loan) or pro rata among the Banks that failed to timely make available require the Revolving Banks to acquire participations in all or a portion of its Swingline Loans covered by such outstanding. Such notice shall specify the aggregate amount of Swingline Loan (Loans in the case of a Covering Swingline Loan) not later than 12:00 noon (New York City time) on the third Business Day following any Business Day on which a Swingline Loan is made by such Swingline BankRevolving Banks will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each applicable Revolving Bank, specifying in such notice such Revolving Bank’s share Applicable Percentage of such Swingline LoanLoans. Each Revolving Bank hereby absolutely and unconditionally agrees, promptly upon receipt of such notice as provided abovefrom the Administrative Agent (and in any event, if such notice is received by 1:00 p.m., New York City time, on a Business Day no later than 5:00 p.m. New York City time on such Business Day and if received after 1:00 p.m., New York City time, on a Business Day shall mean no later than 10:00 a.m. New York City time on the immediately succeeding Business Day), to pay to the Administrative Agent, for the account of the such Swingline BankBanks, such Revolving Bank’s share Applicable Percentage of such Swingline LoanLoans. Each Revolving Bank acknowledges and agrees that its obligation to acquire participating interests participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments or the Aggregate CommitmentCommitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Bank shall comply with its obligation under this Section paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 4.1 2.04(b) with respect to Loans made by such Revolving Bank (and Section 4.2 2.04(b) shall apply, mutatis mutandis, to the payment obligations of the Revolving Banks), and the Administrative Agent shall promptly pay to such Swingline Bank Banks the amounts so received by it from the Revolving Banks. The Administrative Agent shall notify the Company Borrower of any participating interest participations in any Swingline Loan acquired pursuant to this Sectionparagraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to such Swingline Banks. Any amounts received by the Swingline Bank from the Company Borrower (or other party on behalf of the CompanyBorrower) in respect of a Swingline Loan after receipt by the such Swingline Bank of the proceeds of a sale of participating interests participations therein shall be promptly remitted through to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Banks that shall have made their payments pursuant to this Section paragraph and to the applicable such Swingline BankBanks, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Bank or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Company Borrower for any reason. The purchase of participating interests participations in a Swingline Loan pursuant to this paragraph shall not relieve the Company Borrower of any default in the payment thereof.

Participations in Swingline Loans. Each The Swingline Bank shall provide may by written notice given to the Administrative Agent of any outstanding Swingline Loan and the Banks shall acquire participating interests in any outstanding Swingline Loan pro rata in accordance with their respective Commitments (in the case of a Swingline Loan that is not a Covering Swingline Loan) or pro rata among the Banks that failed to timely make available the Revolving Loans covered by such Swingline Loan (in the case of a Covering Swingline Loan) not later than 12:00 noon 10:30 A.M. (New York City time) on the third Business Day following any Business Day require the Banks to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which a Swingline Loan is made by such Swingline BankBanks will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each applicable Bank, specifying in such notice such Bank’s share Applicable Percentage of such Swingline LoanLoan or Loans. Each Bank hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Bank, such Bank’s share Applicable Percentage of such Swingline LoanLoan or Loans. Each Bank acknowledges and agrees that its obligation to acquire participating interests participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments or the Aggregate CommitmentCommitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank shall comply with its obligation under this Section paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 4.1 2.04 with respect to Loans made by such Bank (and Section 4.2 2.04 shall apply, mutatis mutandis, to the payment obligations of the Banks), and the Administrative Agent shall promptly pay to such the Swingline Bank the amounts so received by it from the Banks. The Administrative Agent shall notify the Company Carlisle of any participating interest participations in any Swingline Loan acquired pursuant to this Sectionparagraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Bank. Any amounts received by the Swingline Bank from the Company Co-Borrowers (or other party on behalf of the CompanyCo-Borrowers) in respect of a Swingline Loan after receipt by the Swingline Bank of the proceeds of a sale of participating interests participations therein shall be promptly remitted through to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Banks that shall have made their payments pursuant to this Section paragraph and to the applicable Swingline Bank, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Bank or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Company for any reason. The purchase of participating interests participations in a Swingline Loan pursuant to this paragraph shall not relieve the Company either Co-Borrower of any default in the payment thereof.

Participations in Swingline Loans. Each The Swingline Bank shall provide may by written notice given to the Administrative Agent of any outstanding Swingline Loan and the Banks shall acquire participating interests in any outstanding Swingline Loan pro rata in accordance with their respective Commitments (in the case of a Swingline Loan that is not a Covering Swingline Loan) or pro rata among the Banks that failed to timely make available require the Revolving Banks to acquire participations in all or a portion of its Swingline Loans covered by such outstanding. Such notice shall specify the aggregate amount of Swingline Loan (Loans in the case of a Covering Swingline Loan) not later than 12:00 noon (New York City time) on the third Business Day following any Business Day on which a Swingline Loan is made by such Swingline BankRevolving Banks will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each applicable Revolving Bank, specifying in such notice such Revolving Bank’s share Applicable Percentage of such Swingline LoanLoans. Each Revolving Bank hereby absolutely and unconditionally agrees, promptly upon receipt of such notice as provided abovefrom the Administrative Agent (and in any event, if such notice is received by 12:00 noon, New York City time, on a Business Day no later than 5:00 p.m. New York City time on such Business Day and if received after 12:00 noon, New York City time, on a Business Day shall mean no later than 10:00 a.m. New York City time on the immediately succeeding Business Day), to pay to the Administrative Agent, for the account of the such Swingline BankBanks, such Revolving Bank’s share Applicable Percentage of such Swingline LoanLoans. Each Revolving Bank acknowledges and agrees that its obligation to acquire participating interests participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments or the Aggregate CommitmentCommitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Bank shall comply with its obligation under this Section paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 4.1 2.04(b) with respect to Loans made by such Revolving Bank (and Section 4.2 2.04(b) shall apply, mutatis mutandis, to the payment obligations of the Revolving Banks), and the Administrative Agent shall promptly pay to such Swingline Bank Banks the amounts so received by it from the Revolving Banks. The Administrative Agent shall notify the Company Carlisle of any participating interest participations in any Swingline Loan acquired pursuant to this Sectionparagraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to such Swingline Banks. Any amounts received by the Swingline Bank from the Company a Co-Borrower (or other party on behalf of the Companya Co-Borrower) in respect of a Swingline Loan after receipt by the such Swingline Bank of the proceeds of a sale of participating interests participations therein shall be promptly remitted through to the Administrative Agent; any FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, Page 48 - such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Banks that shall have made their payments pursuant to this Section paragraph and to the applicable such Swingline BankBanks, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Bank or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Company a Co-Borrower for any reason. The purchase of participating interests participations in a Swingline Loan pursuant to this paragraph shall not relieve the Company Co-Borrowers of any default in the payment thereof.

Participations in Swingline Loans. Each The Swingline Bank shall provide Lender may, by written notice given to the Administrative Agent of any outstanding Swingline Loan and the Banks shall acquire participating interests in any outstanding Swingline Loan pro rata in accordance with their respective Commitments (in the case of a Swingline Loan that is not a Covering Swingline Loan) or pro rata among the Banks that failed to timely make available the Revolving Loans covered by such Swingline Loan (in the case of a Covering Swingline Loan) not later than 12:00 noon (New York City time) 10:00 a.m. on any Business Day, require the third Lenders to acquire participations on such Business Day following any Business Day on in all of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which a Swingline Loan is made by such Swingline BankLenders will participate. Promptly upon receipt of such notice, the Administrative Agent will shall give notice thereof to each applicable BankLender, specifying in such notice 24708069.14 such BankLender’s share Applicable Percentage of such Swingline LoanLoan or Loans. Each Bank hereby absolutely and unconditionally agrees, Lender shall upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline BankLender, such BankLender’s share Applicable Percentage of such Swingline LoanLoan or Loans; provided that a Lender shall not be required to purchase a participation in a Swingline Loan if such purchase would result in such Lender’s Credit Exposure exceeding such Lender’s Commitment . Each Bank Lender acknowledges and agrees that its obligation to acquire participating interests participations in Swingline Loans pursuant to this paragraph Section 2.20 is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments or the Aggregate CommitmentCommitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank Lender shall comply with its obligation under this Section in the same manner as provided in Section 4.1 2.20 by wire transfer of immediately available funds with respect to Loans made by such Bank (and Section 4.2 shall apply, mutatis mutandis, to the payment obligations of the Banks)Xxxxxx, and the Administrative Agent shall promptly pay to such the Swingline Bank Lender the amounts so received by it from the BanksLenders. The Administrative Agent shall notify the Company Borrower of any participating interest participations in any Swingline Loan acquired pursuant to this SectionSection 2.20, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Company Borrower (or other party on behalf of the CompanyBorrower) in respect of a Swingline Loan after receipt by the Swingline Bank Lender of the proceeds of a sale of participating interests participations therein shall be promptly remitted through to the Administrative Agent. Any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Banks Lenders that shall have made their payments pursuant to this Section 2.20 and to the applicable Swingline BankLender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Administrative Agent, if and to the extent such payment is required to be refunded to the Company for any reason. The purchase of participating interests participations in a Swingline Loan pursuant to Section 2.20 shall not relieve the Borrower of any default in the payment thereof. Notwithstanding the foregoing, a Lender shall not have any obligation to acquire a participation in a Swingline Loan pursuant to this paragraph Section 2.20 if an Event of Default shall have occurred and be continuing at the time such Swingline Loan was made and such Lender shall have notified the Swingline Lender in writing, at least one Business Day prior to the time such Swingline Loan was made, that such Event of Default has occurred and that such Lender will not relieve the Company acquire participations in Swingline Loans made while such Event of any default in the payment thereofDefault is continuing.