Common use of The Term Loans Clause in Contracts

The Term Loans. (a) Each Term Loan shall be made as part of a Borrowing consisting of Term Loans made by the Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make its Term Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Base Rate Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $1.0 million and not less than $5.0 million or (ii) equal to the remaining available balance of the applicable Commitments. Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $1.0 million and not less than $5.0 million or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.11 and 2.12, each Borrowing shall be comprised entirely of Base Rate Loans or Eurodollar Loans as Borrower may request pursuant to Section 2.3. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided that Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five Eurodollar Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Each Lender shall make each Term Loan to be made by it hereunder on the Closing Date by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 11:00 a.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by Borrower in the applicable Borrowing Request. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and Borrower agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of Borrower, the interest rate applicable at the time to the Term Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Term Loan as part of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.2(d) shall cease. (e) Notwithstanding any other provision of this Agreement, Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

The Term Loans. Each Bank severally agrees, on the terms and conditions set forth herein, to make Term Loans to the Borrower from time to time before the Term Loan Maturity Date; provided that, (ai) each Bank's Term Loan Commitment shall be advanced, if at all, in one advance made on the Term Loan Funding Date; and (ii) immediately after each Term Loan is made, the aggregate outstanding principal amount of the Term Loans by such Bank shall not exceed such Bank's Term Loan Commitment, provided further that the aggregate principal amount of all Term Loans at any one time outstanding shall not exceed the aggregate amount of the Term Loan Commitments of all of the Banks at such time. Each Term Loan shall be made as part of Borrowing that is a Euro-Dollar Borrowing consisting of Term Loans made by the Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make its Term Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Base Rate Loans comprising any Borrowing under this Section shall be in an aggregate principal amount that is (i) an integral of $5,000,000 or any larger multiple of $1.0 million 1,000,000 and not less than $5.0 million or (ii) equal to the remaining available balance of the applicable Commitments. Eurodollar Loans comprising any each Term Loan Borrowing that is a Base Rate Borrowing under this Section shall be in an aggregate principal amount of $1,000,000 or any larger multiple of $500,000 and shall be made from the several Banks ratably in proportion to their respective Term Loan Commitments. Within the foregoing limits, the Borrower may borrow under this Section 2.01 (b), repay or, to the extent permitted by Section 2.10, repay Term Loans and reborrow under this Section 2.01 (b) at any time before the Term Loan Maturity Date; provided, however, that is after the Term Loan Funding Date: (i) an integral multiple the proceeds of $1.0 million and not less than $5.0 million or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.11 and 2.12, each any Term Loan Borrowing shall be comprised entirely used exclusively for the purpose of Base Rate repaying Term Loans or Eurodollar Loans as Borrower may request pursuant to Section 2.3. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided that Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five Eurodollar Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Each Lender shall make each Term Loan to be made by it hereunder on the Closing Date by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 11:00 a.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by Borrower in the applicable Borrowing Request. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent maturing on the date of such Term Loan Borrowing in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and Borrower agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of Borrower, the interest rate applicable at the time to the Term Loans comprising such Borrowing no other purpose; and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined ability to reborrow may be limited by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Term Loan as part provisions of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.2(d) shall cease2.09 hereof. (e) Notwithstanding any other provision of this Agreement, Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

The Term Loans. (a) Each Term Lender (severally and not jointly) agrees, on the terms and conditions hereinafter set forth, to make Term Loans to the Borrower in Dollars or Euro (based in respect of any Term Loans to be denominated in Euro by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Term Loan Borrowing) at the Borrower’s election in one or more Borrowings (but subject in all events to the terms and conditions of Section 2.01(b)) during the applicable Term Loan Availability Period in an aggregate amount not to exceed such Xxxxxx’s Unused Term Loan Commitment at the time of making such Term Loan. (b) Notwithstanding anything to the contrary set forth in this Agreement, it is understood and agreed that the aggregate number of Term Loan Borrowings made pursuant to Section 2.01(a) shall be not exceed a total of twelve (12) (including, for the avoidance of doubt, the number of Term Loan Borrowings that are made as part of a the Initial Term Loan Borrowing). (c) Each Term Loan Borrowing consisting shall consist of Term Loans of the same Type and in the same currency made on the same day by the Term Lenders ratably in accordance with their applicable Term Loan Commitments; provided that the . The failure of any Lender to make its Term Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Term Loan required to be made by such it shall not relieve any other Lender). Base Rate Loans comprising any Borrowing Term Lender of its obligations hereunder; provided that the Term Loan Commitments of the Term Lenders are several and no Term Lender shall be in an aggregate principal amount that is (i) an integral multiple of $1.0 million and not less than $5.0 million or (ii) equal responsible for any other Term Lender’s failure to the remaining available balance of the applicable Commitments. Eurodollar make Term Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $1.0 million and not less than $5.0 million or (ii) equal to the remaining available balance of the applicable Commitmentsas required under this Agreement. (bd) Subject to Sections 2.11 and 2.12Section 2.07, each Borrowing shall be comprised entirely of Base Rate Loans or Eurodollar Loans as Borrower may request pursuant to Section 2.3. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided that Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five Eurodollar Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Each Lender shall make each Term Loan to be made by it hereunder on the Closing Date by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 11:00 a.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by Borrower in the applicable Borrowing Request. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and Borrower agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of BorrowerBorrowings in Dollars, the interest rate applicable at the time to the entirely of Base Rate Loans or Term Benchmark Loans comprising such Borrowing and (ii) in the case of such LenderBorrowings in Euro, entirely of Term Benchmark Loans, as the greater of the Federal Funds Rate and a rate determined by the Administrative Agent Borrower may request in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Term Loan as part of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.2(d) shall ceaseherewith. (e) Notwithstanding any other provision of Amounts borrowed under this Agreement, Borrower shall Section 2.01 and repaid or prepaid may not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Datere-borrowed.

The Term Loans. (a) Each Term Lender (severally and not jointly) agrees, on the terms and conditions hereinafter set forth, to make Term Loans to the Borrower in Dollars or Euro (based in respect of any Term Loans to be denominated in Euro by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Term Loan Borrowing) at the Borrower’s election in one or more Borrowings (but subject in all events to the terms and conditions of Section 2.01(b)) during the applicable Term Loan Availability Period in an aggregate amount not to exceed such Lender’s Unused Term Loan Commitment at the time of making such Term Loan. (b) Notwithstanding anything to the contrary set forth in this Agreement, it is understood and agreed that the aggregate number of Term Loan Borrowings made pursuant to Section 2.01(a) shall be not exceed a total of twelve (12) (including, for the avoidance of doubt, the number of Term Loan Borrowings that are made as part of a the Initial Term Loan Borrowing). (c) Each Term Loan Borrowing consisting shall consist of Term Loans of the same Type and in the same currency made on the same day by the Term Lenders ratably in accordance with their applicable Term Loan Commitments; provided that the . The failure of any Lender to make its Term Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Term Loan required to be made by such it shall not relieve any other Lender). Base Rate Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple Term Lender of $1.0 million and not less than $5.0 million or (ii) equal to the remaining available balance of the applicable Commitments. Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $1.0 million and not less than $5.0 million or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.11 and 2.12, each Borrowing shall be comprised entirely of Base Rate Loans or Eurodollar Loans as Borrower may request pursuant to Section 2.3. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loanobligations hereunder; provided that the Term Loan Commitments of the Term Lenders are several and no Term Lender shall be responsible for any exercise of such option shall not affect the obligation of Borrower other Term Lender’s failure to repay such Loan in accordance with the terms of make Term Loans as required under this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided that Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five Eurodollar Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Each Lender shall make each Term Loan to be made by it hereunder on the Closing Date by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 11:00 a.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by Borrower in the applicable Borrowing Request. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and Borrower agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of Borrower, the interest rate applicable at the time to the Term Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Term Loan as part of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to Amounts borrowed under this Section 2.2(d) shall cease. (e) Notwithstanding any other provision of this Agreement, Borrower shall 2.01 and repaid or prepaid may not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Datere-borrowed.

The Term Loans. (ai) Each Bank severally agrees, on the terms and conditions set forth herein, to make Term Loans to the Borrower from time to time before the Term Loan Maturity Date; provided that, except as may be required pursuant to Section 2.05(f), at no time shall any Bank have more than one Term Loan outstanding and immediately after each such Term Loan is made, the aggregate outstanding principal amount of Term Loans by such Bank shall not exceed such Bank's Term Loan Commitment; and provided further that the aggregate principal amount of all Term Loans at any one time outstanding shall not exceed the aggregate amount of the Term Loan Commitments of all of the Banks at such time. Each Term Loan Borrowing under this Section shall be made as part of a Borrowing consisting of from the several Banks ratably in proportion to their respective Term Loan Commitments. Within the foregoing limits, the Borrower may borrow under this Section 2.01(b), repay or to the extent permitted by Section 2.09, prepay Term Loans made by and reborrow under this Section 2.01(b) at any time before the Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make its Term Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understoodMaturity Date; provided, however, that no Lender shall be responsible for (y) the failure proceeds of any Term Loan Borrowing, other Lender to make any than the initial Term Loan required to be made by such other Lender). Base Rate Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $1.0 million and not less than $5.0 million or (ii) equal to the remaining available balance of the applicable Commitments. Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $1.0 million and not less than $5.0 million or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.11 and 2.12, each Borrowing shall be comprised entirely of Base Rate Loans or Eurodollar Loans as Borrower may request pursuant to Section 2.3. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided that Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five Eurodollar Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same dateBorrowing, shall be considered separate Borrowings. (c) Each Lender shall make each used exclusively for the purpose of repaying Term Loan to be made by it hereunder on the Closing Date by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 11:00 a.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by Borrower in the applicable Borrowing Request. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent Loans maturing on the date of such Term Loan Borrowing and for no other purpose; and (z) the ability to reborrow may be limited by the provisions of Section 2.08 hereof. (ii) On the Closing Date: (y) the initial Term Loan Borrowing shall be made by the Banks to the Borrower; and (z) in connection with the initial Term Loan Borrowing, each Bank shall make a Term Loan to the Borrower in an amount equal to such Bank's Term Loan Commitment. The Term Loans comprising the initial Term Loan Borrowing shall be Euro-Dollar Loans bearing interest at a rate per annum equal to the sum of the Applicable Margin plus the Adjusted London Interbank Offered Rate for an Interest Period of one month. The Term Loans shall at all times be either Euro-Dollar Loans or Base Rate Loans; provided that if the Borrower is otherwise entitled under this Agreement to repay any Term Loans maturing at the end of an Interest Period applicable thereto with the proceeds of a new Term Loan Borrowing and the Borrower fails to repay such Term Loans using its own moneys and fails to give a Notice of Borrowing in accordance connection with paragraph (c) abovea new corresponding Term Loan Borrowing, and the Administrative Agent may, in reliance upon such assumption, make available a new Term Loan Borrowing shall be deemed to Borrower be made on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and Borrower agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such Term Loans mature in an amount is made available to Borrower until the date such amount is repaid equal to the Administrative Agent at (i) in the case principal amount of Borrower, the interest rate applicable at the time to the Term Loans comprising so maturing and such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s new Term Loan as part Borrowing shall be comprised of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.2(d) shall cease. (e) Notwithstanding any other provision of this Agreement, Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Base Rate Loans with an Interest Period requested with respect thereto would end after the Maturity Dateof 30 days.

The Term Loans. (ai) Each Bank severally agrees, on the terms and conditions set forth herein, to make Term Loans to the Borrower from time to time before the Term Loan Maturity Date; provided that, except as may be required pursuant to Section 2.06(g), at no time shall any Bank have more than one Term Loan outstanding and immediately after each such Term Loan is made, the aggregate outstanding principal amount of Term Loans by such Bank shall not exceed such Bank's Term Loan Commitment; and provided further that the aggregate principal amount of all Term Loans at any one time outstanding shall not exceed the aggregate amount of the Term Loan Commitments of all of the Banks at such time. Each Term Loan Borrowing under this Section shall be made as part of a Borrowing consisting of from the several Banks ratably in proportion to their respective Term Loan Commitments. Within the foregoing limits, the Borrower may borrow under this Section 2.01 (b), repay or to the extent permitted by Section 2.10, prepay Term Loans made by and reborrow under this Section 2.01 (b) at any time before the Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make its Term Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understoodMaturity Date; provided, however, that no Lender shall be responsible for (y) the failure proceeds of any Term Loan Borrowing, other Lender to make any than the initial Term Loan required to be made by such other Lender). Base Rate Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $1.0 million and not less than $5.0 million or (ii) equal to the remaining available balance of the applicable Commitments. Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $1.0 million and not less than $5.0 million or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.11 and 2.12, each Borrowing shall be comprised entirely of Base Rate Loans or Eurodollar Loans as Borrower may request pursuant to Section 2.3. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided that Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five Eurodollar Loans outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same dateBorrowing, shall be considered separate Borrowings. (c) Each Lender shall make each used exclusively for the purpose of repaying Term Loan to be made by it hereunder on the Closing Date by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 11:00 a.m., New York City time, and the Administrative Agent shall promptly credit the amounts so received to an account as directed by Borrower in the applicable Borrowing Request. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent Loans maturing on the date of such Term Loan Borrowing and for no other purpose; and (z) the ability to reborrow may be limited by the provisions of Section 2.09 hereof. (ii) On the Closing Date: (y) the initial Term Loan Borrowing shall be made by the Banks to the Borrower; and (z) in connection with the initial Term Loan Borrowing, each Bank shall make a Term Loan to the Borrower in an amount equal to such Bank's Term Loan Commitment. The Term Loans comprising the initial Term Loan Borrowing shall be Euro-Dollar Loans bearing interest at a rate per annum equal to the sum of the Applicable Margin plus the Adjusted London Interbank Offered Rate for an Interest Period of one month. The Term Loans shall at all times be either Euro-Dollar Loans or Base Rate Loans; provided that if the Borrower is otherwise entitled under this Agreement to repay any Term Loans maturing at the end of an Interest Period applicable thereto with the proceeds of a new Term Loan Borrowing and the Borrower fails to repay such Term Loans using its own moneys and fails to give a Notice of Borrowing in accordance connection with paragraph (c) abovea new corresponding Term Loan Borrowing, and the Administrative Agent may, in reliance upon such assumption, make available a new Term Loan Borrowing shall be deemed to Borrower be made on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and Borrower agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such Term Loans mature in an amount is made available to Borrower until the date such amount is repaid equal to the Administrative Agent at (iprincipal amount of the Term Loans so maturing, and except as may be required pursuant to Section 2.06(g) in the case of Borrower, the interest rate applicable at the time to the Term Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s new Term Loan as part of such Borrowing for purposes of this Agreement, and Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.2(d) shall cease. (e) Notwithstanding any other provision of this Agreement, Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Euro-Dollar Loans with an Interest Period requested with respect thereto would end after the Maturity Dateof one month.