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Pro Rata Shares. (a) All Loans shall be made, and all participations purchased pursuant to Section 2 shall be purchased, as the case may be, by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in such other Lender's obligation to make a Loan requested hereunder or purchase a participation required hereby nor shall the Facility Commitment of any Lender be increased or decreased as a result of a default by any other Lender in such other Lender's obligation to make a Loan requested hereunder or purchase a participation required hereby. (b) Without limiting the generality of the foregoing, in the event any Facility Lender shall fail to advance funds to Company as herein provided, the applicable Facility Agent may in its discretion, but shall not be obligated to, make a Facility Loan under the applicable Facility Note in its favor as a Facility Lender of all or any portion of such amount or amounts (each, a "Deficiency Advance") and shall thereafter be entitled to payments of principal of and interest on such Deficiency Advance in the same manner and at the same interest rate or rates to which such other applicable Facility Lender would have been entitled had it made such advance under its Facility Note; provided, upon payment to the applicable Facility Agent from such other Facility Lender of the entire outstanding amount of each such Deficiency Advance, together with accrued and unpaid interest thereon, from the most recent date or dates interest was paid to such Facility Agent by Company on each applicable Facility Loan comprising the Deficiency Advance, (i) with respect to US Facility Loans, at the interest rate per annum for overnight borrowing by US Facility Agent from the Federal Reserve Bank, and (ii) with respect to Multicurrency Facility Loans, at the interest rate per annum equal to the Multicurrency Overnight Rate, such payment shall be credited against the applicable Facility Note of the applicable Facility Agent in full payment of such Deficiency Advance and Company shall be deemed to have borrowed the amount of such Deficiency Advance from such other Facility Lender as of the most recent date or dates, as the case may be, upon which any payments of interest were made by Company thereon.

Pro Rata Shares. (a) All Loans shall be made, made and all participations purchased pursuant to Section 2 2.1, 2.2 and Section 2.3 shall be made or purchased, as the case may be, by Lenders simultaneously and proportionately to their respective applicable Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in such other Lender's obligation to make a Loan requested hereunder or purchase a participation required hereby nor shall the Facility Revolving Loan Commitment or Term Loan amount of any Lender be increased or decreased as a result of a default by any other Lender in such other Lender's obligation to make a Loan requested hereunder or purchase a participation required hereby. (b) Without limiting . Unless Administrative Agent shall have been notified by any Lender prior to the generality applicable Credit Extension Date that such Lender does not intend to make available to Administrative Agent the amount of the foregoingsuch Lender's Loan requested on such Credit Extension Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Credit Extension Date and Administrative Agent may, in the event any Facility Lender shall fail to advance funds to Company as herein provided, the applicable Facility Agent may in its sole discretion, but shall not be obligated to, make available to Company a Facility Loan under the applicable Facility Note corresponding amount on such Credit Extension Date. If such corresponding amount is not in its favor as a Facility Lender of all or any portion of fact made available to Administrative Agent by such amount or amounts (eachLender, a "Deficiency Advance") and Administrative Agent shall thereafter be entitled to payments of principal of and interest recover such corresponding amount on such Deficiency Advance in the same manner and at the same interest rate or rates to which such other applicable Facility Lender would have been entitled had it made such advance under its Facility Note; provided, upon payment to the applicable Facility Agent demand from such other Facility Lender of the entire outstanding amount of each such Deficiency Advance, together with accrued and unpaid interest thereon, for each day from such Credit Extension Date until the most recent date or dates interest was such amount is paid to such Facility Agent by Company on each applicable Facility Loan comprising the Deficiency Advance, (i) with respect to US Facility LoansAdministrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three (3) Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest rate per annum thereon, for overnight borrowing by US Facility Agent each day from such Credit Extension Date until the Federal Reserve Bank, and (ii) with respect date such amount is paid to Multicurrency Facility LoansAdministrative Agent, at the interest rate per annum equal to the Multicurrency Overnight Rate, such payment shall be credited against the applicable Facility Note of the applicable Facility Agent payable hereunder for Base Rate Loans. Nothing in full payment of such Deficiency Advance and Company this Section 2.4 shall be deemed to relieve any Lender from its obligation to fulfill its Revolving Loan Commitments or its commitments to make Term Loans hereunder or to prejudice any rights that Company may have borrowed the amount of such Deficiency Advance from such other Facility against any Lender as a result of the most recent date or dates, as the case may be, upon which any payments of interest were made default by Company thereonsuch Lender hereunder.

Pro Rata Shares. (a) All Loans shall be made, and all participations purchased pursuant to Section 2 shall be purchased, as the case may be, by Lenders simultaneously and proportionately to their respective Pro Rata SharesShares of the applicable Class of Loans, it being understood that no Lender shall be responsible for any default by any other Lender in such other Lender's ’s obligation to make a Loan requested hereunder or purchase a participation required hereby nor shall the Facility Commitment any Term Loan Commitments or any Revolving Commitments of any Lender be increased or decreased as a result of a default by any other Lender in such other Lender's ’s obligation to make a Loan requested hereunder or purchase a participation required hereby. (b) Without limiting the generality of the foregoing, in the event any Facility Lender shall fail to advance funds to Company as . Notwithstanding anything herein provided, the applicable Facility Agent may in its discretion, but shall not be obligated to, make a Facility Loan under the applicable Facility Note in its favor as a Facility Lender of all or any portion of such amount or amounts (each, a "Deficiency Advance") and shall thereafter be entitled to payments of principal of and interest on such Deficiency Advance in the same manner and at the same interest rate or rates to which such other applicable Facility Lender would have been entitled had it made such advance under its Facility Note; provided, upon payment to the applicable Facility Agent from such other Facility Lender of contrary with respect to the entire outstanding amount of each such Deficiency Advance, together with accrued and unpaid interest thereon, from the most recent date or dates interest was paid to such Facility Agent by Company on each applicable Facility Loan comprising the Deficiency AdvanceRevolving � � Loans, (i) all borrowings and all prepayments of Revolving Loans shall continue to be made on a ratable basis across all of the Tranches and among all Revolving Lenders of each Tranche, based on the relative amounts of their Revolving Commitments, (ii) no termination of the 2024 Extended Revolving Commitments and no repayment of the 2024 Extended Revolving Loans accompanied by a corresponding permanent reduction in the 2024 Extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, of the 2024 Non-Extended Revolving Loans and the 2024 Non-Extended Revolving Commitments, unless all 2024 Non-Extended Revolving Commitments and the 2024 Non- Extended Revolving Loans have otherwise been terminated and repaid in full, (iii) other than with respect to US Facility the Applicable Margin payable on the Revolving Loans, at the interest rate per annum for overnight borrowing by US Facility Agent from applicable Revolving Commitment Termination Date (and the Federal Reserve Banktermination of the 2024 Non-Extended Revolving Commitments and the repayment in full of the 2024 Non-Extended Revolving Loans on the 2024 Non-Extended Revolving Commitment Termination Date), the fees payable pursuant to Section 2.11(a) or the Third Amendment or as otherwise specifically noted herein, the 2024 Extending Revolving Lenders and (ii) with respect to Multicurrency Facility Loans, at the interest rate per annum equal to the Multicurrency Overnight Rate, such payment 2024 Non-Extending Revolving Lenders as well as their respective Revolving Loans and Revolving Commitments shall be credited against the applicable Facility Note of the applicable Facility Agent in full payment of such Deficiency Advance treated as one Tranche and Company shall be deemed to have borrowed the amount of such Deficiency Advance from such one Class for all other Facility Lender as of the most recent date or dates, as the case may be, upon which any payments of interest were made by Company thereonpurposes hereunder.

Pro Rata Shares. (a) All Term Loans made hereunder shall be made, and all participations purchased pursuant to Section 2 shall be purchased, as the case may be, made by Lenders simultaneously and proportionately to their respective applicable Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in such other Lender's obligation to make a Term Loan requested hereunder or purchase a participation required hereby nor shall the Facility Commitment Term Loan Amount of any Lender be increased or decreased as a result of a default by any other Lender in such other Lender's obligation to make a Term Loan requested hereunder or purchase a participation required hereby. (b) Without limiting hereunder. Unless Administrative Agent shall have been notified by any Lender prior to the generality Closing Date that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Term Loan on the foregoingClosing Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on the Closing Date and Administrative Agent may, in the event any Facility Lender shall fail to advance funds to Company as herein provided, the applicable Facility Agent may in its sole discretion, but shall not be obligated to, make available to Company a Facility Loan under corresponding amount on the applicable Facility Note Closing Date. If such corresponding amount is not in its favor as a Facility Lender of all or any portion of fact made available to Administrative Agent by such amount or amounts (eachLender, a "Deficiency Advance") and Administrative Agent shall thereafter be entitled to payments of principal of and recover such corresponding amount on demand from such Lender together with interest on SENIOR UNSECURED TERM LOAN EXECUTION AND GUARANTY AGREEMENT 838278-New York Server 7A thereon, for each day from the Closing Date until the date such Deficiency Advance in the same manner and amount is paid to Administrative Agent, at the same interest customary rate or rates set by Administrative Agent for the correction of errors among banks for three (3) Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to which such other applicable Facility Lender would have been entitled had it made such advance under its Facility Note; provided, upon payment to the applicable Facility Administrative Agent from such other Facility Lender of the entire outstanding amount of each such Deficiency Advance, together with accrued and unpaid interest thereon, for each day from the most recent Closing Date until the date or dates interest was such amount is paid to such Facility Agent by Company on each applicable Facility Loan comprising the Deficiency Advance, (i) with respect to US Facility LoansAdministrative Agent, at the interest rate per annum payable hereunder for overnight borrowing by US Facility Agent from the Federal Reserve Bank, and (ii) with respect to Multicurrency Facility Base Rate Loans, at the interest rate per annum equal to the Multicurrency Overnight Rate, such payment shall be credited against the applicable Facility Note of the applicable Facility Agent . Nothing in full payment of such Deficiency Advance and Company this Section 2.4 shall be deemed to relieve any Lender from its obligation to fulfill its commitments to make Term Loans hereunder or to prejudice any rights that Company may have borrowed the amount of such Deficiency Advance from such other Facility against any Lender as a result of the most recent date or dates, as the case may be, upon which any payments of interest were made default by Company thereonsuch Lender hereunder.

Pro Rata Shares. (ai) All Except as otherwise provided in this subsection 2.02(c), all Loans under this Agreement shall be made, and all participations purchased pursuant to Section 2 shall be purchased, as made by the case may be, by Lenders simultaneously and proportionately to their respective Pro Rata SharesShares of the total Initial Term Loan Commitment, it being understood that no Lender shall be responsible for any default by any other Lender in such that other Lender's obligation ’s obligations to make a Term Loan requested hereunder or purchase a participation required hereby hereunder, nor shall the Facility Commitment of any Lender be increased or decreased as a result of a the default by any other Lender in such that other Lender's ’s obligation to make a Term Loan requested hereunder or purchase a participation hereunder, and each Lender shall be obligated to make the Term Loans required herebyto be made by it by the terms of this Agreement regardless of the failure by any other Lender. (bii) Without limiting Following the generality receipt of a Notice of Borrowing, the Administrative Agent shall notify each applicable Lender of the foregoingspecifics of the Term Loan. Each applicable Lender shall make its Pro Rata Share of the applicable Loan available to the Administrative Agent, in immediately available funds, to the event any Facility Lender shall fail to advance funds to Company as herein providedAdministrative Agent’s account no later than 1:00 p.m. (New York time) on the date of the proposed Term Loan. Upon satisfaction of the applicable conditions set forth in Section 5.02 (or, if such borrowing is a borrowing of Initial Term Loan, Sections 5.01 and 5.02) and receipt of all of the proceeds of the applicable Loan, the Administrative Agent will make the proceeds of such Loans received by it available to the Borrower on the day of the proposed Term Loan by causing an amount, in immediately available funds, equal to the proceeds of all such Loans received by the Administrative Agent in the Administrative Agent’s Account to be deposited in the account designated by the Borrower in the applicable Facility Notice of Borrowing. (iii) Unless the Administrative Agent shall have received written notice from a Lender prior to 12:00 p.m. (New York time) on the proposed date of any borrowing that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowing, the Administrative Agent may assume that each applicable Lender has made the amount of its Loan available to the Administrative Agent on the applicable borrowing day and the Administrative Agent, in its sole discretion, may, but shall not be obligated to, make cause a Facility Loan under corresponding amount to be made available to the applicable Facility Note Borrower on such day. If the Administrative Agent makes such corresponding amount available to the Borrower and such corresponding amount is not in its favor as a Facility Lender of all or fact made available to the Administrative Agent by any portion of such amount or amounts (eachLender, a "Deficiency Advance") and the Administrative Agent shall thereafter be entitled to payments of principal of and interest recover such corresponding amount on such Deficiency Advance in the same manner and at the same interest rate or rates to which such other applicable Facility Lender would have been entitled had it made such advance under its Facility Note; provided, upon payment to the applicable Facility Agent demand from such other Facility Lender of the entire outstanding amount of each such Deficiency Advance, together with accrued and unpaid interest thereon, for each day from the most recent date or dates interest such payment was due until the date such amount is paid to such Facility Agent by Company on each applicable Facility Loan comprising the Deficiency Advance, (i) with respect to US Facility LoansAdministrative Agent, at the interest rate per annum Federal Funds Effective Rate for overnight borrowing three (3) Business Days. Upon any such failure by US Facility a Lender to pay the Administrative Agent, the Administrative Agent from shall promptly thereafter notify the Federal Reserve Bank, Borrower of such failure and (ii) with respect to Multicurrency Facility Loans, at the interest rate per annum equal Borrower shall promptly pay any such corresponding amount to the Multicurrency Overnight Rate, such payment shall be credited against the applicable Facility Note of the applicable Facility Administrative Agent for its own account. (iv) Nothing in full payment of such Deficiency Advance and Company this subsection 2.02(c) shall be deemed to have borrowed the amount of such Deficiency Advance relieve any Lender from such other Facility Lender as of the most recent date or dates, as the case may be, upon which any payments of interest were made by Company thereonits obligations to fulfill its Commitments hereunder.

Pro Rata Shares. (a) All Loans shall be made, and all participations purchased pursuant to Section 2 shall be purchased, as the case may be, by Lenders simultaneously and proportionately to their respective Pro Rata SharesShares of the applicable Class of Loans, it being understood that no Lender shall be responsible for any default by any other Lender in such other Lender's ’s obligation to make a Loan requested hereunder or purchase a participation required hereby nor shall the Facility Commitment any Term Loan Commitments or any Revolving Commitments of any Lender be increased or decreased as a result of a default by any other Lender in such other Lender's ’s obligation to make a Loan requested hereunder or purchase a participation required hereby. (b) Without limiting the generality of the foregoing, in the event any Facility Lender shall fail to advance funds to Company as . Notwithstanding anything herein provided, the applicable Facility Agent may in its discretion, but shall not be obligated to, make a Facility Loan under the applicable Facility Note in its favor as a Facility Lender of all or any portion of such amount or amounts (each, a "Deficiency Advance") and shall thereafter be entitled to payments of principal of and interest on such Deficiency Advance in the same manner and at the same interest rate or rates to which such other applicable Facility Lender would have been entitled had it made such advance under its Facility Note; provided, upon payment to the applicable Facility Agent from such other Facility Lender of contrary with respect to the entire outstanding amount of each such Deficiency Advance, together with accrued and unpaid interest thereon, from the most recent date or dates interest was paid to such Facility Agent by Company on each applicable Facility Loan comprising the Deficiency AdvanceRevolving Loans, (i) all borrowings and all prepayments of Revolving Loans shall continue to be made on a ratable basis across all of the Tranches and among all Revolving Lenders of each Tranche, based on the relative amounts of their Revolving Commitments, (ii) no termination of the 2024 Extended Revolving Commitments and no repayment of the 2024 Extended Revolving Loans accompanied by a corresponding permanent reduction in the 2024 Extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, of the 2024 Non-Extended Revolving Loans and the 2024 Non-Extended Revolving Commitments, unless all 2024 Non-Extended Revolving Commitments and the 2024 Non-Extended Revolving Loans have otherwise been terminated and repaid in full, (iii) other than with respect to US Facility the Applicable Margin payable on the Revolving Loans, at the interest rate per annum for overnight borrowing by US Facility Agent from the Federal Reserve Bank, and (ii) with respect to Multicurrency Facility Loans, at the interest rate per annum equal to the Multicurrency Overnight Rate, such payment shall be credited against the applicable Facility Note Revolving Commitment Termination Date (and the termination of the applicable Facility Agent 2024 Non-Extended Revolving Commitments and the repayment in full payment of such Deficiency Advance and Company shall be deemed to have borrowed the amount of such Deficiency Advance from such other Facility Lender as of the most recent date 2024 Non-Extended Revolving Loans on the 2024 Non-Extended Revolving Commitment Termination Date), the fees payable pursuant to Section 2.11(a) or dates, as the case may be, upon which any payments of interest were made by Company thereon.� �

Pro Rata Shares. (ai) All Except as otherwise provided in this subsection 2.02(c), all Loans under this Agreement shall be made, and all participations purchased pursuant to Section 2 shall be purchased, as made by the case may be, by Lenders simultaneously and proportionately to their respective Pro Rata SharesShares of the total Initial Term Loan Commitment, it being understood that no Lender shall be responsible for any default by any other Lender in such that other Lender's obligation ’s obligations to make a Term Loan requested hereunder or purchase a participation required hereby hereunder, nor shall the Facility Commitment of any Lender be increased or decreased as a result of a the default by any other Lender in such that other Lender's ’s obligation to make a Term Loan requested hereunder or purchase a participation hereunder, and each Lender shall be obligated to make the Term Loans required herebyto be made by it by the terms of this Agreement regardless of the failure by any other Lender. (bii) Without limiting Following the generality receipt of a Notice of Borrowing, the Administrative Agent shall notify each applicable Lender of the foregoingspecifics of the Term Loan. Each applicable Lender shall make its Pro Rata Share of the applicable Loan available to the Administrative Agent, in immediately available funds, to the event any Facility Lender shall fail to advance funds to Company as herein providedAdministrative Agent’s account no later than 1:00 p.m. (New York time) on the date of the proposed Term Loan. Upon satisfaction of the applicable conditions set forth in Section 5.02 (or, if such borrowing is a borrowing of Initial Term Loan, Sections 5.01 and 5.02) and receipt of all of the proceeds of the applicable Loan, the Administrative Agent will make the proceeds of such Loans received by it available to the Borrower on the day of the proposed Term Loan by causing an amount, in immediately available funds, equal to the proceeds of all such Loans received by the Administrative Agent in the Administrative Agent’s Account to be deposited in the account designated by the Borrower in the applicable Facility Notice of Borrowing. (iii) Unless the Administrative Agent shall have received written notice from a Lender prior to 12:00 p.m. (New York time) on the proposed date of any borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such borrowing, the Administrative Agent may assume that each applicable Lender has made the amount of its Loan available to the Administrative Agent on the applicable borrowing day and the Administrative Agent, in its sole discretion, may, but shall not be obligated to, make cause a Facility Loan under corresponding amount to be made available to the applicable Facility Note Borrower on such day. If the Administrative Agent makes such corresponding amount available to the Borrower and such corresponding amount is not in its favor as a Facility Lender of all or fact made available to the Administrative Agent by any portion of such amount or amounts (eachLender, a "Deficiency Advance") and the Administrative Agent shall thereafter be entitled to payments of principal of and interest recover such corresponding amount on such Deficiency Advance in the same manner and at the same interest rate or rates to which such other applicable Facility Lender would have been entitled had it made such advance under its Facility Note; provided, upon payment to the applicable Facility Agent demand from such other Facility Lender of the entire outstanding amount of each such Deficiency Advance, together with accrued and unpaid interest thereon, for each day from the most recent date or dates interest such payment was due until the date such amount is paid to such Facility Agent by Company on each applicable Facility Loan comprising the Deficiency Advance, (i) with respect to US Facility LoansAdministrative Agent, at the interest rate per annum Federal Funds Effective Rate for overnight borrowing three (3) Business Days. Upon any such failure by US Facility a Lender to pay the Administrative Agent, the Administrative Agent from shall promptly thereafter notify the Federal Reserve Bank, Borrower of such failure and (ii) with respect to Multicurrency Facility Loans, at the interest rate per annum equal Borrower shall promptly pay any such corresponding amount to the Multicurrency Overnight Rate, such payment shall be credited against the applicable Facility Note of the applicable Facility Administrative Agent for its own account. (iv) Nothing in full payment of such Deficiency Advance and Company this subsection 2.02(c) shall be deemed to have borrowed the amount of such Deficiency Advance relieve any Lender from such other Facility Lender as of the most recent date or dates, as the case may be, upon which any payments of interest were made by Company thereonits obligations to fulfill its Commitments hereunder.

Pro Rata Shares. (a) All Loans shall be made, made and all participations purchased pursuant to Section 2 2.1, 2.2 and Section 2.3 shall be made or purchased, as the case may be, by Lenders simultaneously and proportionately to their respective applicable Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in such other Lender's ’s obligation to make a Loan requested hereunder or purchase a participation required hereby nor shall the Facility Revolving Loan Commitment or Term Loan amount of any Lender be increased or decreased as a result of a default by any other Lender in such other Lender's ’s obligation to make a Loan requested hereunder or purchase a participation required hereby. (b) Without limiting . Unless Administrative Agent shall have been notified by any Lender prior to the generality applicable Credit Extension Date that such Lender does not intend to make available to Administrative Agent the amount of the foregoingsuch Lender’s Loan requested on such Credit Extension Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Credit Extension Date and Administrative Agent may, in the event any Facility Lender shall fail to advance funds to Company as herein provided, the applicable Facility Agent may in its sole discretion, but shall not be obligated to, make available to Company a Facility Loan under the applicable Facility Note corresponding amount on such Credit Extension Date. If such corresponding amount is not in its favor as a Facility Lender of all or any portion of fact made available to Administrative Agent by such amount or amounts (eachLender, a "Deficiency Advance") and Administrative Agent shall thereafter be entitled to payments of principal of and interest recover such corresponding amount on such Deficiency Advance in the same manner and at the same interest rate or rates to which such other applicable Facility Lender would have been entitled had it made such advance under its Facility Note; provided, upon payment to the applicable Facility Agent demand from such other Facility Lender of the entire outstanding amount of each such Deficiency Advance, together with accrued and unpaid interest thereon, for each day from such Credit Extension Date until the most recent date or dates interest was such amount is paid to such Facility Agent by Company on each applicable Facility Loan comprising the Deficiency Advance, (i) with respect to US Facility LoansAdministrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three (3) Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest rate per annum thereon, for overnight borrowing by US Facility Agent each day from such Credit Extension Date until the Federal Reserve Bank, and (ii) with respect date such amount is paid to Multicurrency Facility LoansAdministrative Agent, at the interest rate per annum equal to the Multicurrency Overnight Rate, such payment shall be credited against the applicable Facility Note of the applicable Facility Agent payable hereunder for Base Rate Loans. Nothing in full payment of such Deficiency Advance and Company this Section 2.4 shall be deemed to relieve any Lender from its obligation to fulfill its Revolving Loan Commitments or its commitments to make Term Loans hereunder or to prejudice any rights that Company may have borrowed the amount of such Deficiency Advance from such other Facility against any Lender as a result of the most recent date or dates, as the case may be, upon which any payments of interest were made default by Company thereonsuch Lender hereunder.

Pro Rata Shares. (ai) All The Initial Term Loans shall be made, and all participations purchased pursuant to Section 2 shall be purchased, as made by the case may be, by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in such other Lender's ’s obligation to make a an Initial Term Loan requested hereunder or purchase a participation required hereby nor shall the Facility Commitment any commitment of any Lender be increased or decreased as a result of a default by any other Lender in such other Lender's ’s obligation to make a Loan requested hereunder or purchase a participation required hereby. (b) Without limiting the generality of the foregoingan Initial Term Loan. Each Lender agrees that, in the event computing such Lender’s portion of any Facility Lender shall fail Loans to advance funds to Company as herein providedbe made hereunder, the applicable Facility Administrative Agent may may, in its discretion, but shall not be obligated to, make a Facility Loan under the applicable Facility Note in its favor as a Facility Lender of all or any portion round each Lender’s Pro Rata Share of such amount or amounts (each, a "Deficiency Advance") and shall thereafter be entitled to payments of principal of and interest on such Deficiency Advance in the same manner and at the same interest rate or rates to which such other applicable Facility Lender would have been entitled had it made such advance under its Facility Note; provided, upon payment Initial Term Loans to the applicable Facility Agent from such other Facility Lender of the entire outstanding amount of each such Deficiency Advance, together with accrued and unpaid interest thereon, from the most recent date next higher or dates interest was paid to such Facility Agent by Company on each applicable Facility Loan comprising the Deficiency Advance, (i) with respect to US Facility Loans, at the interest rate per annum for overnight borrowing by US Facility Agent from the Federal Reserve Bank, and lower whole Dollar amount. (ii) with respect Each Delayed Draw Term Loan shall be made by the Delayed Draw Term Loan Lenders simultaneously and proportionately to Multicurrency Facility Loanstheir respective Pro Rata Shares, at it being understood that no Delayed Draw Term Loan Lender shall be responsible for any default by any Delayed Draw Term Loan Lender in such other Delayed Draw Term Loan Lender’s obligation to make any Delayed Draw Term Loan requested hereunder nor shall any commitment of any Lender be increased or decreased as a result of a default by any other Delayed Draw Term Loan Lender in such other Delayed Draw Term Loan Lender’s obligation to make an Delayed Draw Term Loan. Each Lender agrees that, in computing such Lender’s portion of any Loans to be made hereunder, the interest rate per annum equal Administrative Agent may, in its discretion, round each Lender’s Pro Rata Share of such Loans to the Multicurrency Overnight Rate, such payment shall be credited against the applicable Facility Note of the applicable Facility Agent in full payment of such Deficiency Advance and Company shall be deemed to have borrowed the amount of such Deficiency Advance from such other Facility Lender as of the most recent date next higher or dates, as the case may be, upon which any payments of interest were made by Company thereonlower whole Dollar amount.