Common use of Procedure for Borrowing Revolving Loans Clause in Contracts

Procedure for Borrowing Revolving Loans. Each Borrowing of a Revolving Loan shall be made by a written request by an Authorized Officer pursuant to prior written notice in the form of Exhibit N-1 or such other form approved by the Administrative Agent (a “Notice of Borrowing”) delivered to Revolving Agent (i) with respect to any proposed Borrowing of Revolving Loans on the Closing Date, prior to 1:00 p.m. (New York time) at least one (1) Business Day (or such shorter period as the Revolving Agent may agree) prior to each Borrowing of Revolving Loans, which are to be initially Term SOFR Loans, (ii) with respect to any proposed Borrowing of Revolving Loans after the Closing Date, prior to 1:00 p.m. (New York time) at least three (3) Business Days (or such shorter period as the Revolving Agent may agree) prior to each Borrowing of Revolving Loans, which are to be initially Term SOFR Loans, (iii) prior to 12:00 noon (New York time) at least one (1) Business Day prior to the date of each Borrowing of Revolving Loans which are to be ABR Loans and (iv) with respect to any Swingline Advance, no later than 11:00 a.m. on the proposed Funding Date thereof. Except as otherwise expressly provided in Section 2.10, each Notice of Borrowing shall be irrevocable and shall specify (A) the aggregate principal amount of the Revolving Loans to be made, (B) the Funding Date (which shall be, in the case of the Closing Date Revolver Draw, the Closing Date), (C) whether the Revolving Loans shall consist of ABR Loans and/or Term SOFR Loans and (D) Borrower’s wire instructions; provided, that such Notice of Borrowing may be conditioned on the occurrence of the Closing Date or on the occurrence of any transaction anticipated to occur in connection with such Revolving Loan Borrowing. The Revolving Agent shall promptly give each applicable Revolving Lender written notice of each proposed Borrowing of Revolving Loans, of such Revolving Lender’s Pro Rata Share thereof and of the other matters covered by the related Notice of Borrowing. In addition, with respect to each request for a Borrowing of Revolving Credit Loans that are ABR Loans pursuant to this Section 2.02(a), each Revolving Lender agrees that Revolving Agent may in Revolving Agent’s sole discretion, but Revolving Agent shall not be obligated to, make such requested Borrowing to Borrower on behalf of the Revolving Lenders as a Swingline Advance.

Procedure for Borrowing Revolving Loans. Each Borrowing of a The Borrower may borrow Revolving Loan Loans during the Commitment Period on any Business Day; provided that the Borrower shall be made by a give the Administrative Agent irrevocable written request by an Authorized Officer pursuant to prior written notice notice, in substantially the form of Exhibit N-1 H (or such any other form approved reasonably acceptable to the Administrative Agent), which may be given by telephone (promptly confirmed in writing), facsimile or electronic mail. Each such notice must be received by the Administrative Agent prior to 11:00 a.m., New York City time, (a “Notice a) three Business Days prior to the requested Borrowing Date, if all or any part of Borrowing”) delivered to Revolving Agent (i) with respect to any proposed Borrowing of the requested Revolving Loans on the Closing Date, prior to 1:00 p.m. (New York time) at least one (1) Business Day (or such shorter period as the Revolving Agent may agree) prior to each Borrowing of Revolving Loans, which are to be initially Term SOFR Eurodollar Loans or (b) on the requested Borrowing Date, if all of the requested Revolving Loans are to be initially ABR Loans, in each case specifying (i) the amount to be borrowed, (ii) with respect to any proposed the requested Borrowing of Revolving Loans after the Closing Date, prior to 1:00 p.m. (New York time) at least three (3) Business Days (or such shorter period as the Revolving Agent may agree) prior to each Borrowing of Revolving Loans, which are to be initially Term SOFR Loans, (iii) prior to 12:00 noon (New York time) at least one (1) Business Day prior to whether the date of each Borrowing of Revolving Loans which are borrowing is to be of Eurodollar Loans, ABR Loans or a combination thereof and (iv) with respect if the borrowing is to any Swingline Advancebe entirely or partly of Eurodollar Loans, no later than 11:00 a.m. on the proposed Funding Date thereof. Except as otherwise expressly provided in Section 2.10, respective amounts of each Notice such Type of Borrowing shall be irrevocable Revolving Loan and shall specify (A) the aggregate principal amount respective lengths of the Revolving Loans to be made, (B) the Funding Date (which shall be, in the case of the Closing Date Revolver Draw, the Closing Date), (C) whether the Revolving Loans shall consist initial Interest Periods for such Eurodollar Loans. Each borrowing of ABR Loans and/or Term SOFR (other than Swingline Loans pursuant to Section 2.8) shall be in an amount equal to $1,000,000 or a higher integral multiple of $100,000, and (D) Borrower’s wire instructions; provided, that such Notice each borrowing of Borrowing may Eurodollar Loans shall be conditioned on the occurrence in an amount equal to $5,000,000 or a higher integral multiple of the Closing Date or on the occurrence $1,000,000. Upon receipt of any transaction anticipated to occur in connection with such Revolving Loan Borrowing. The Revolving notice from the Borrower, the Administrative Agent shall promptly give notify each applicable Revolving Lender written notice thereof. Each Lender will make the amount of its Commitment Percentage of each proposed borrowing available to the Administrative Agent for the account of the Borrower at the Administrative Agent’s Office prior to 1:00 p.m., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of Revolving Loans, the Borrower on the books of such Revolving Lender’s Pro Rata Share thereof and office with the aggregate of the other matters covered amounts made available to the Administrative Agent by the related Notice Lenders and in like funds as received by the Administrative Agent. The failure of Borrowing. In addition, with respect any Lender to each request for make a Borrowing Revolving Loan to be made by it as part of Revolving Credit Loans that are ABR Loans pursuant to this Section 2.02(a), each Revolving Lender agrees that Revolving Agent may in Revolving Agent’s sole discretion, but Revolving Agent any borrowing shall not be obligated to, relieve any other Lender of its obligation to make available its share of such requested Borrowing to Borrower on behalf of the Revolving Lenders as a Swingline Advanceborrowing.

Procedure for Borrowing Revolving Loans. Each Borrowing of (a) A request for a Revolving Loan shall be made by a written request by an Authorized Officer pursuant or shall be deemed to prior written notice be made, each in the form of Exhibit N-1 or such other form approved by following manner: the Administrative Borrower shall give the Agent (a “Notice of Borrowing”) delivered to Revolving Agent (i) with respect to any proposed Borrowing of Revolving Loans on the Closing Datenotice, prior to 1:00 p.m. no later than 11:00 A.M. (New York time) at least one (1i) on the Business Day (or such shorter period as that is the Revolving Agent may agree) prior to each Borrowing requested Funding Date in the case of Revolving Loansa request for a Swing Loan, which are to be initially Term SOFR Loans, and (ii) with respect to any proposed Borrowing of Revolving Loans after on the Closing Date, prior to 1:00 p.m. (New York time) at least three (3) Business Days (or such shorter period as the Revolving Agent may agree) prior to each Borrowing of Revolving Loans, which are to be initially Term SOFR Loans, (iii) prior to 12:00 noon (New York time) at least Day that is one (1) Business Day prior to the date requested Funding Date in the case of all other requests, in which notice the Administrative Borrower shall specify the amount of the proposed Revolving Loan (allocated to each Borrower based on such Borrower’s availability to borrow pursuant to its individual Borrowing of Revolving Loans which are to be ABR Loans Base) and (iv) with respect to any Swingline Advance, no later than 11:00 a.m. on the proposed Funding Date thereofDate; provided, however, that no such request may be made at a time when there exists a Default or an Event of Default. Except Each check presented for payment against the Borrowers’ respective controlled disbursement accounts, if any, at the Agent and any other charge or request for payment against such controlled disbursement accounts shall constitute a request for a Revolving Loan. As an accommodation to the Borrowers, the Agent may permit telephone requests for Revolving Loans and electronic transmittal of instructions, authorizations, agreements or reports to the Agent by the Administrative Borrower. Unless the Administrative Borrower specifically directs the Agent in writing not to accept or act upon telephonic or electronic communications from the Borrowers, the Agent shall have no liability to the Borrowers for any loss or damage suffered by the Borrowers as otherwise expressly provided in a result of the Agent’s honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically or electronically and purporting to have been sent to the Agent by the Administrative Borrower and the Agent shall have no duty to verify the origin or authenticity of any such communications or the authority of the Person sending it. The Borrowers hereby irrevocably authorize the Agent and the Lenders to disburse the proceeds of each Revolving Loan requested by the Administrative Borrower as follows: the proceeds of each Revolving Loan requested under Section 2.10, each Notice of Borrowing 1.3(a) shall be irrevocable disbursed by the Agent and shall specify (A) the aggregate principal amount Lenders in lawful money of the Revolving Loans to be made, (B) the Funding Date (which shall beUnited States of America in immediately available funds, in the case of the Closing Date Revolver Drawinitial borrowing, in accordance with the Closing Date)terms of the written disbursement letter from the Administrative Borrower, and in the case of each subsequent borrowing, by credit to the Designated Account or by wire transfer or Automated Clearing House (CACH) whether the Revolving Loans shall consist of ABR Loans and/or Term SOFR Loans and (D) Borrower’s wire instructions; provided, that transfer to such Notice of Borrowing bank accounts as may be conditioned on the occurrence of the Closing Date or on the occurrence of any transaction anticipated to occur in connection with such Revolving Loan Borrowing. The Revolving Agent shall promptly give each applicable Revolving Lender written notice of each proposed Borrowing of Revolving Loans, of such Revolving Lender’s Pro Rata Share thereof and of the other matters covered agreed upon by the related Notice of Borrowing. In additionAdministrative Borrower and the Agent from time to time, with respect to each request for a Borrowing of Revolving Credit Loans that are ABR Loans or elsewhere if pursuant to this Section 2.02(a), each Revolving Lender agrees that Revolving Agent may in Revolving Agent’s sole discretion, but Revolving Agent shall not be obligated to, make such requested Borrowing to Borrower on behalf of a written direction from the Revolving Lenders as a Swingline AdvanceAdministrative Borrower.

Procedure for Borrowing Revolving Loans. Each (a) The Borrower may borrow Revolving Loans during the Commitment Period on any Business Day; provided that the Borrower shall give irrevocable notice to the Administrative Agent, which may be given by (A) telephone or (B) a Borrowing Notice, provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Revolving Loan shall Borrowing Notice. Each such Borrowing Notice must be made by a written request by an Authorized Officer pursuant to prior written notice in the form of Exhibit N-1 or such other form approved received by the Administrative Agent (a “Notice of Borrowing”) delivered to Revolving Agent (i) with respect to any proposed Borrowing of Revolving Loans on the Closing Date, prior to 1:00 p.m. (New York time) at least one (1) Business Day (or such shorter period as the Revolving Agent may agree) prior to each Borrowing of Revolving Loans, which are to be initially Term SOFR Loans11:00 a.m., (iia) with respect to any proposed Borrowing of Revolving Loans after the Closing Date, prior to 1:00 p.m. (New York time) at least three (3) Business Days (or such shorter period as the Revolving Agent may agree) prior to each the requested Borrowing Date, if all or any part of the requested Revolving Loans, which Loans are to be initially Term SOFR Eurodollar Loans denominated in Dollars, (b) four (4) Business Days (or five (5) Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing of Eurodollar Loans denominated in Alternative Currencies or (c) on the requested Borrowing Date, if all of the requested Revolving Loans are to be initially ABR Loans; provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period other than one week or one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. (i) four (4) Business Days prior to the requested date of such Borrowing of Eurodollar Loans denominated in Dollars, or (ii) five (5) Business Days (or six (6) Business days in the case of a Special Notice Currency) prior to the requested date of such Borrowing of Eurodollar Loans denominated in Alternative Currencies, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m., (i) three (3) Business Days before the requested date of such Borrowing of Eurodollar Loans denominated in Dollars, or (ii) four (4) Business Days (or five (5) Business days in the case of a Special Notice Currency) prior to the requested date of such Borrowing of Eurodollar Loans denominated in Alternative Currencies, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each Borrowing Notice shall specify (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) prior whether the Borrowing is to 12:00 noon be of Eurodollar Loans, ABR Loans or a combination thereof, (New York timeiv) at least one (1) Business Day prior if the Borrowing is to be entirely or partly of Eurodollar Loans, the date respective amounts of each Borrowing such Type of Revolving Loans which are to be ABR Loan and the respective lengths of the initial Interest Periods for such Eurodollar Loans and (iv) with respect to any Swingline Advance, no later than 11:00 a.m. on the proposed Funding Date thereof. Except as otherwise expressly provided in Section 2.10, each Notice of Borrowing shall be irrevocable and shall specify (Av) the aggregate principal amount currency of the Revolving Loans to be madeborrowed. If the Borrower fails to specify a currency in requesting a Borrowing, (B) then the Funding Date (which Loans so requested shall be, be made in the case of the Closing Date Revolver Draw, the Closing Date), (C) whether the Revolving Loans shall consist Dollars. Each Borrowing of ABR Loans and/or Term SOFR (other than Swingline Loans pursuant to Section 2.8) shall be in an amount equal to $1,000,000 or a higher integral multiple of $100,000, and each Borrowing of Eurodollar Loans shall be in an amount equal to $5,000,000 or a higher integral multiple of $1,000,000. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its Commitment Percentage of each Borrowing available to the Administrative Agent in Same Day Funds for the account of the Borrower at the Administrative Agent’s Office prior to 1:00 p.m., on the Borrowing Date requested by the Borrower on the Business Day specified in the applicable Borrowing Notice. Such Borrowing will then be made available to the Borrower in like funds as received by the Administrative Agent either by (Di) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower’s wire instructions; provided, however, that such Notice of Borrowing may be conditioned if, on the occurrence of date the Closing Date or on the occurrence of any transaction anticipated to occur in connection with such Revolving Loan Borrowing. The Revolving Agent shall promptly give each applicable Revolving Lender written notice of each proposed Borrowing of Revolving Loans, of such Revolving Lender’s Pro Rata Share thereof and of the other matters covered by the related Notice of Borrowing. In addition, with respect to each request for such Borrowing denominated in Dollars is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and, second, shall be made available to the Borrower as provided above. The failure of any Lender to make a Revolving Loan to be made by it as part of any Borrowing of Revolving Credit Loans that are ABR Loans pursuant to this Section 2.02(a), each Revolving Lender agrees that Revolving Agent may in Revolving Agent’s sole discretion, but Revolving Agent shall not be obligated to, relieve any other Lender of its obligation to make available its share of such requested Borrowing to Borrower on behalf of the Revolving Lenders as a Swingline AdvanceBorrowing.

Procedure for Borrowing Revolving Loans. Each Borrowing of a The Borrower may borrow Revolving Loan Loans during the Extended Commitment Period on any Business Day (including the portion thereof comprising the Original Commitment Period); provided that the Borrower shall be made by a give the Administrative Agent irrevocable written request by an Authorized Officer pursuant to prior written notice notice, in substantially the form of Exhibit N-1 H (or such any other form approved reasonably acceptable to the Administrative Agent), which may be given by telephone (promptly confirmed in writing), facsimile or electronic mail. Each such notice must be received by the Administrative Agent prior to 11:00 a.m., New York City time, (a “Notice a) three Business Days prior to the requested Borrowing Date, if all or any part of Borrowing”) delivered to Revolving Agent (i) with respect to any proposed Borrowing of the requested Revolving Loans on the Closing Date, prior to 1:00 p.m. (New York time) at least one (1) Business Day (or such shorter period as the Revolving Agent may agree) prior to each Borrowing of Revolving Loans, which are to be initially Term SOFR Eurodollar Loans or (b) on the requested Borrowing Date, if all of the requested Revolving Loans are to be initially ABR Loans, in each case specifying (i) the amount to be borrowed, (ii) with respect to any proposed the requested Borrowing of Revolving Loans after the Closing Date, prior to 1:00 p.m. (New York time) at least three (3) Business Days (or such shorter period as the Revolving Agent may agree) prior to each Borrowing of Revolving Loans, which are to be initially Term SOFR Loans, (iii) prior to 12:00 noon (New York time) at least one (1) Business Day prior to whether the date of each Borrowing of Revolving Loans which are borrowing is to be of Eurodollar Loans, ABR Loans or a combination thereof and (iv) with respect if the borrowing is to any Swingline Advancebe entirely or partly of Eurodollar Loans, no later than 11:00 a.m. on the proposed Funding Date thereof. Except as otherwise expressly provided in Section 2.10, respective amounts of each Notice such Type of Borrowing shall be irrevocable Revolving Loan and shall specify (A) the aggregate principal amount respective lengths of the Revolving Loans to be made, (B) the Funding Date (which shall be, in the case of the Closing Date Revolver Draw, the Closing Date), (C) whether the Revolving Loans shall consist initial Interest Periods for such Eurodollar Loans. Each borrowing of ABR Loans and/or Term SOFR (other than Swingline Loans pursuant to Section 2.8) shall be in an amount equal to $1,000,000 or a higher integral multiple of $100,000, and (D) Borrower’s wire instructions; provided, that such Notice each borrowing of Borrowing may Eurodollar Loans shall be conditioned on the occurrence in an amount equal to $5,000,000 or a higher integral multiple of the Closing Date or on the occurrence $1,000,000. Upon receipt of any transaction anticipated to occur in connection with such Revolving Loan Borrowing. The Revolving notice from the Borrower, the Administrative Agent shall promptly give notify each applicable Revolving Lender written notice thereof. Each Lender will make the amount of its Commitment Percentage of each proposed borrowing available to the Administrative Agent for the account of the Borrower at the Administrative Agent’s Office prior to 1:00 p.m., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of Revolving Loans, the Borrower on the books of such Revolving Lender’s Pro Rata Share thereof and office with the aggregate of the other matters covered amounts made available to the Administrative Agent by the related Notice Lenders and in like funds as received by the Administrative Agent. The failure of Borrowing. In addition, with respect any Lender to each request for make a Borrowing Revolving Loan to be made by it as part of Revolving Credit Loans that are ABR Loans pursuant to this Section 2.02(a), each Revolving Lender agrees that Revolving Agent may in Revolving Agent’s sole discretion, but Revolving Agent any borrowing shall not be obligated to, relieve any other Lender of its obligation to make available its share of such requested Borrowing to Borrower on behalf of the Revolving Lenders as a Swingline Advanceborrowing.

Procedure for Borrowing Revolving Loans. Each (a) The Borrower may borrow Revolving Loans during the Commitment Period on any Business Day; provided that the Borrower shall give irrevocable notice to the Administrative Agent, which may be given by (A) telephone or (B) a Borrowing Notice, provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Revolving Loan shall Borrowing Notice. Each such Borrowing Notice must be made by a written request by an Authorized Officer pursuant to prior written notice in the form of Exhibit N-1 or such other form approved received by the Administrative Agent (a “Notice of Borrowing”) delivered to Revolving Agent (i) with respect to any proposed Borrowing of Revolving Loans on the Closing Date, prior to 1:00 p.m. (New York time) at least one (1) Business Day (or such shorter period as the Revolving Agent may agree) prior to each Borrowing of Revolving Loans, which are to be initially Term SOFR Loans11:00 a.m., (iia) with respect to any proposed Borrowing of Revolving Loans after the Closing Date, prior to 1:00 p.m. (New York time) at least three (3) Business Days (or such shorter period as the Revolving Agent may agree) prior to each the requested Borrowing Date, if all or any part of the requested Revolving Loans, which Loans are to be initially Term SOFR Eurodollar Loans denominated in Dollars or (b) four (4) Business Days (or five (5) Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing of Eurodollar Loans denominated in Alternative Currencies or (2) prior to 12:00 p.m. on the requested Borrowing Date, if all of the requested Revolving Loans are to be initially ABR Loans; provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period other than one week or one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. (i) four (4) Business Days prior to the requested date of such Borrowing of Eurodollar Loans denominated in Dollars, or (ii) five (5) Business Days (or six (6) Business days in the case of a Special Notice Currency) prior to the requested date of such Borrowing of Eurodollar Loans denominated in Alternative Currencies, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m., (i) three (3) Business Days before the requested date of such Borrowing of Eurodollar Loans denominated in Dollars, or (ii) four (4) Business Days (or five (5) Business days in the case of a Special Notice Currency) prior to the requested date of such Borrowing of Eurodollar Loans denominated in Alternative Currencies, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each Borrowing Notice shall specify (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) prior whether the Borrowing is to 12:00 noon be of Eurodollar Loans, ABR Loans or a combination thereof, (New York timeiv) at least one (1) Business Day prior if the Borrowing is to be entirely or partly of Eurodollar Loans, the date respective amounts of each Borrowing such Type of Revolving Loans which are to be ABR Loan and the respective lengths of the initial Interest Periods for such Eurodollar Loans and (iv) with respect to any Swingline Advance, no later than 11:00 a.m. on the proposed Funding Date thereof. Except as otherwise expressly provided in Section 2.10, each Notice of Borrowing shall be irrevocable and shall specify (Av) the aggregate principal amount currency of the Revolving Loans to be madeborrowed. If the Borrower fails to specify a currency in requesting a Borrowing, (B) then the Funding Date (which Loans so requested shall be, be made in the case of the Closing Date Revolver Draw, the Closing Date), (C) whether the Revolving Loans shall consist Dollars. Each Borrowing of ABR Loans and/or Term SOFR (other than Swingline Loans pursuant to Section 2.8) shall be in an amount equal to $1,000,000 or a higher integral multiple of $100,000, and each Borrowing of Eurodollar Loans shall be in an amount equal to $5,000,000 or a higher integral multiple of $1,000,000. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its Commitment Percentage of each Borrowing available to the Administrative Agent in Same Day Funds for the account of the Borrower at the Administrative Agent’s Office prior to 1:00 p.m., on the Borrowing Date requested by the Borrower on the Business Day specified in the applicable Borrowing Notice. Such Borrowing will then be made available to the Borrower in like funds as received by the Administrative Agent either by (Di) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower’s wire instructions; provided, however, that such Notice of Borrowing may be conditioned if, on the occurrence of date the Closing Date or on the occurrence of any transaction anticipated to occur in connection with such Revolving Loan Borrowing. The Revolving Agent shall promptly give each applicable Revolving Lender written notice of each proposed Borrowing of Revolving Loans, of such Revolving Lender’s Pro Rata Share thereof and of the other matters covered by the related Notice of Borrowing. In addition, with respect to each request for such Borrowing denominated in Dollars is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and, second, shall be made available to the Borrower as provided above. The failure of any Lender to make a Revolving Loan to be made by it as part of any Borrowing of Revolving Credit Loans that are ABR Loans pursuant to this Section 2.02(a), each Revolving Lender agrees that Revolving Agent may in Revolving Agent’s sole discretion, but Revolving Agent shall not be obligated to, relieve any other Lender of its obligation to make available its share of such requested Borrowing to Borrower on behalf of the Revolving Lenders as a Swingline AdvanceBorrowing.