If, except as expressly provided herein, any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements and Swingline Loans of other ​ to the extent necessary so that the benefit of all such payments shall be shared by all such ​ ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in LC Disbursements and Swingline Loans; provided that # if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and # the provisions of this paragraph shall not be construed to apply to # any payment made by any Borrower pursuant to and in accordance with the express terms of this Agreement, # any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant, other than to ​ or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply) or # transactions described in or otherwise in connection with an Incremental Facility Amendment. Each Borrower consents to the foregoing and agrees that, to the extent permitted by applicable law, any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation.

If, except as otherwise expressly provided herein, any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements and Swingline Loans of other ​Lenders to the extent necessary so that the benefit of all such payments shall be shared by all such ​Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in LC Disbursements and Swingline Loans; provided that # if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and # the provisions of this paragraph shall not be construed to apply to # any payment made by any Borrowerthe Borrowers pursuant to and in accordance with the express terms of this Agreement, #Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements andor Swingline Loans to any assignee or participant, other than to ​the Borrowers or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply) or # transactions described in or otherwise in connection with an Incremental Facility Amendment.. Each Borrower consents to the foregoing and agrees that,agrees, to the extent permitted byit may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation.

If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements (if applicable) or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements (if applicable) and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements (if applicable) and Swingline Loans of other ​Lenders to the extent necessary so that the benefit of all such payments shall be shared by all such ​the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in LC Disbursements (if applicable)and Swingline Loans; provided that # if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and # the provisions of this paragraph shall not be construed to apply to # any payment made by anythe Borrower pursuant to and in accordance with the express terms of this Agreement, #Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant, other than to ​the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply) or # transactions described in or otherwise in connection with an Incremental Facility Amendment. Each. The Borrower consents to the foregoing and agrees that,agrees, to the extent permitted byit may effectively do so under applicable law,Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against suchthe Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of suchthe Borrower in the amount of such participation.

If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other A" data-ad-field-type="b" data-ad-field-json='{"name":"Organization A","type":"b","canGuess":{"name":false,"type":false}}'>​ to the extent necessary so that the benefit of all such payments shall be shared by all such A" data-ad-field-type="b" data-ad-field-json='{"name":"Organization A","type":"b","canGuess":{"name":false,"type":false}}'>​ ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that # if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and # the provisions of this paragraph shall not be construed to apply to # any payment made by any Borrower pursuant to and in accordance with the express terms of this Agreement, #Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant, other than to ​ or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply) or # transactions described in or otherwise in connection with an Incremental Facility Amendment.. Each Borrower consents to the foregoing and agrees that,agrees, to the extent permitted byit may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation.

If any Lender shall, by exercising any right of set-offsetoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements and Swingline Loans of other ​Lenders to the extent necessary so that the benefit of all such payments shall be shared by all such ​the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in LC Disbursements and Swingline Loans; providedprovided, that # if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and # the provisions of this paragraph shall not be construed to apply to # any payment made by anythe Borrower pursuant to and in accordance with the express terms of this Agreement,Agreement or # any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant, other than to ​the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply) or # transactions described in or otherwise in connection with an Incremental Facility Amendment. Each. The Borrower consents to the foregoing and agrees that,agrees, to the extent permitted byit may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against suchthe Borrower rights of set-offsetoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of suchthe Borrower in the amount of such participation.

If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other _Organization A:​ to the extent necessary so that the benefit of all such payments shall be shared by all such _Organization A:​ ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that # if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and # the provisions of this paragraph shall not be construed to apply to # any payment made by any Borrower pursuant to and in accordance with the express terms of this Agreement, #Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant, other than to ​ or any Subsidiary​ or Affiliate thereof (as to which the provisions of this paragraph shall apply) or # transactions described in or otherwise in connection with an Incremental Facility Amendment.. Each Borrower consents to the foregoing and agrees that,agrees, to the extent permitted byit may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation.

If any Lender shall, by exercising any right of set-off or counterclaimcounterclaim, through the application of any proceeds of Collateral or otherwise, obtain payment in respect of any principal of or interest on any of its Term Loans, Revolving Facility Loans or participations in LCL/C Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Term Loans, Revolving Facility Loans and participations in LCL/C Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Term Loans, Revolving Facility Loans and participations in LCL/C Disbursements and Swingline Loans of other ​Lenders to the extent necessary so that the benefit of all such payments shall be shared by all such ​the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Term Loans, Revolving Facility Loans and participations in LCL/C Disbursements and Swingline Loans; provided that # if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and # the provisions of this paragraph # shall not be construed to apply to # any payment made by anythe Borrower pursuant to and in accordance with the express terms of this Agreement, #Agreement or under any other Loan Document (for the avoidance of doubt, as in effect from time to time) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LCL/C Disbursements and Swingline Loans to any assignee or participant, other than to ​Holdings, the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph # shall apply) or # transactions described in or otherwise in connection with an Incremental Facility Amendment. Each. The Borrower consents to the foregoing and agrees that,agrees, to the extent permitted byit may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against suchthe Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of suchthe Borrower in the amount of such participation.

If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other _Organization A:​ to the extent necessary so that the benefit of all such payments shall be shared by all such _Organization A:the ​ ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that # if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and # the provisions of this paragraph # shall not be construed to apply to # any payment made by anya Borrower pursuant to and in accordance with the express terms of this Agreement, # any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant, other than to ​ or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply) or # transactions described in or otherwise in connection with an Incremental Facility Amendment. Each Borrower consents to the foregoing and agrees that, to the extent permitted by applicable law, any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation.

Sharing of Payments by ​. If any Lender shall, by exercising any right of set-set‑off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its LoansLoans, or participations in LC Disbursements or Swingline LoansLoans, resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its LoansLoans, and participations in LC Disbursements and Swingline LoansLoans, and accrued interest thereon then due than the proportion received by any other similarly situated Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the LoansLoans, and participations in LC Disbursements and Swingline LoansLoans, of other _Organization A:​ to the extent necessary so that the benefit of all such payments shall be shared by all such _Organization A:the ​ ratably in accordance with the aggregate amount of principal of and accrued interest on their respective LoansLoans, and participations in LC Disbursements and Swingline Loans; provided that # if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and # the provisions of this paragraph shall not be construed to apply to # any payment made by anythe Borrower pursuant to and in accordance with the express terms of this Agreement, #Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant, other than to ​the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply) or # transactions described in or otherwise in connection with an Incremental Facility Amendment. Each. The Borrower consents to the foregoing and agrees that,agrees, to the extent permitted byit may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against suchthe Borrower rights of set-set‑off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of suchthe Borrower in the amount of such participation.

If any Lender shall, by exercising any right of set-offsetoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans of a given Class or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans andof such Class or participations in LC Disbursements andor Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lender,Lender with outstanding Loans of the same Class or participations in LC Disbursements or Swingline Loans, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans andof such Class or participations in LC Disbursements and Swingline Loans of other ​Lenders to the extent necessary so that the benefit of all such payments shall be shared by all such ​the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans andof such Class or participations in LC Disbursements and Swingline Loans;Disbursements; provided that # if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest,interest and # the provisions of this paragraph shall not be construed to apply to # any payment made by any BorrowerHoldings or the Borrowers pursuant to and in accordance with the express terms of this Agreement,Agreement (including the application of funds arising from existence of a Defaulting Lender), # any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant, other than to ​participant (including a Purchasing Borrower Party) or # any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any Subsidiary or Affiliate thereof (asincrease in the Applicable Rate in respect of Loans of Lenders that have consented to whichany such extension. Holdings and the provisions of this paragraph shall apply) or # transactions described in or otherwise in connection with an Incremental Facility Amendment. Each Borrower consentsBorrowers consent to the foregoing and agrees that,agrees, to the extent permitted byit may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such BorrowerHoldings or the Borrowers rights of set-offsetoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such BorrowerHoldings or the Borrowers, as applicable, in the amount of such participation.