The failure of any Term Loan A-1 Lender or Term Loan A-2 Lender to make a Term Loan (i) shall not relieve any other Term Lender of its obligations to make a Term Loan nor (ii), other than as expressly provided in the Commitment Letter in the case of the Initial Credit Extension with respect to the Lenders party thereto, shall it impose any additional liability on any other Lender hereunder.
From and including the Execution Date to but excluding the earlier of the Closing Date and the Maturity Date, the Borrower agrees to pay to the Administrative Agent for the account of each Term Loan A-1 Lender according to its Pro Rata Share, a nonrefundable unused commitment fee (each a Term Loan A-1 Unused Commitment Fee) equal to the Applicable Unused Commitment Fee Rate multiplied by the Term Loan A-1 Commitments.
The Borrower agrees to pay to the Administrative Agent for the ratable account of each Term Loan A-1 Lender a commitment fee, which shall accrue at the Applicable Commitment Fee Rate on the daily unused amount of the Term Loan A-1 Commitment of such Lender during the period from and including the Closing Date to but excluding the date on which such Term Loan A-1 Commitment terminates.
Subject to the terms and conditions set forth herein, each Term Loan A-1 Lender severally agrees to make its portion of certain term loans (the Term A-1 Loans) to the Borrowers in Dollars on the Closing Date in an aggregate amount equal to such Term Loan A-1 Lenders Term Loan A-1 Commitment; provided that the aggregate amount of all Term A-1 Loans made hereunder shall not exceed the Aggregate Term A-1 Loan Commitments.
The Administrative Agent shall give prompt notice (i) to each Revolving Lender of any such termination or reduction of the Revolving Commitments or the Swingline Commitment, (ii) to each Term Loan A-1 Lender of any such termination or reduction of the Term Loan A-1 Commitments and (iii) to each Term Loan A-2 Lender of any such termination or reduction of the Term Loan A-2 Commitments.