Common use of Sharing of Payments by Purchasers Clause in Contracts

Sharing of Payments by Purchasers. If any Purchaser shall, by exercising any right of setoff or otherwise, obtain payment in respect of any principal of or interest on its Notes or repayment premium or exit fee in connection therewith resulting in such Purchaser’s receiving payment of a proportion of the aggregate amount of the Notes and accrued interest thereon and repayment premium or exit fees in connection therewith greater than its pro rata share thereof as provided herein, then the Purchaser shall (a) notify the Administrative Agent of such fact and (b) purchase (for cash at face value) participations in the Notes of the other Purchasers pursuant to documentation satisfactory to the Administrative Agent, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Purchasers ratably in accordance with the aggregate amount of principal of, accrued interest on and repayment premium or exit fees in connection with their respective Notes and other amounts owing them; provided, that: (i) 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are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this Section 2.11 shall not be construed to apply to (x) any payment made by or on behalf of the Issuer pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Purchaser) or (y) any payment obtained by a Purchaser as consideration for the assignment of any of its Notes to any assignee, other than an assignment to Super Holdings or any Subsidiary (as to which the provisions of this Section shall apply). Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Purchaser acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of setoff and counterclaim with respect to such participation as fully as if such Purchaser were a direct creditor of such Credit Party in the amount of such participation.

Sharing of Payments by Purchasers. If any Purchaser shall, by exercising any right of setoff setoff, counterclaim or otherwisebanker’s lien or any other right, by receipt of voluntary payment, by realization upon security, or by any other non-pro rata source, obtain payment in respect of any principal of or interest on any of its Notes Investments or repayment premium Capital or exit fee in connection therewith other obligations hereunder resulting in such Purchaser’s receiving payment of a proportion of the aggregate amount of the Notes its Capital and accrued interest Yield thereon and repayment premium or exit fees in connection therewith other such obligations greater than its pro the pro-rata share thereof as provided hereinof the amount such Purchaser is entitled thereto, then the Purchaser receiving such greater proportion shall (a) notify the Administrative Agent of such fact fact, and (b) purchase (for cash at face value) participations in the Notes Investments (and related Capital) and such other obligations of the other Purchasers pursuant to documentation satisfactory to the Administrative AgentPurchasers, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Purchasers ratably in accordance with the aggregate amount of principal of, Capital of and accrued interest Yield on and repayment premium or exit fees in connection with their respective Notes Investments and other amounts owing them; provided, provided that: (i) 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 interesttogether with interest or other amounts, if any, required by Law (including court order) to be paid by the Purchaser or the holder making such purchase; and (ii) the provisions of this Section 2.11 3.03 shall not be construed to apply to (x) any payment made by or on behalf of the Issuer Seller-Related Parties pursuant to and in accordance with the express terms of this Agreement the Transaction Documents (including the application of funds arising from the existence of a Defaulting Purchaser) or (y) any payment obtained by a Purchaser as consideration for the assignment of or sale of a participation in any of its Notes to any assignee, other than an assignment to Super Holdings or any Subsidiary (as to which the provisions of this Section shall apply)Capital. Each Credit Seller-Related Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Purchaser acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit each Seller-Related Party rights of setoff and counterclaim with respect to such participation as fully as if such Purchaser were a direct creditor of such Credit each Seller-Related Party in the amount of such participation.

Sharing of Payments by Purchasers. If any Purchaser shall, by exercising any right of setoff setoff, counterclaim or otherwisebanker’s lien or other any right, by receipt of voluntary payment, by realization upon security, or by any other non-pro rata source, obtain payment in respect of any principal of or interest on any of its Notes Investments or repayment premium Capital or exit fee in connection therewith other obligations hereunder resulting in such Purchaser’s receiving payment of a proportion of the aggregate amount of the Notes its Capital and accrued interest Yield thereon and repayment premium or exit fees in connection therewith other such obligations greater than its pro the pro-rata share thereof as provided hereinof the amount such Purchaser is entitled thereto, then the Purchaser receiving such greater proportion shall (a) notify the Administrative Agent of such fact fact, and (b) purchase (for cash at face value) participations in the Notes Investments (and related Capital) and such other obligations of the other Purchasers pursuant to documentation satisfactory to the Administrative AgentPurchasers, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Purchasers ratably in accordance with the aggregate amount of principal of, Capital of and accrued interest Yield on and repayment premium or exit fees in connection with their respective Notes Investments and other amounts owing them; provided, provided that: (i) 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 interesttogether with interest or other amounts, if any, required by Law (including court order) to be paid by the Purchaser or the holder making such purchase; and (ii) the provisions of this Section 2.11 3.03 shall not be construed to apply to (x) any payment made by or on behalf of the Issuer Seller-Related Parties pursuant to and in accordance with the express terms of this Agreement the Transaction Documents (including the application of funds arising from the existence of a Defaulting Purchaser) or (y) any payment obtained by a Purchaser as consideration for the assignment of or sale of a participation in any of its Notes to any assignee, other than an assignment to Super Holdings or any Subsidiary (as to which the provisions of this Section shall apply)Capital. Each Credit Seller-Related Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Purchaser acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit each Seller-Related Party rights of setoff and counterclaim with respect to such participation as fully as if such Purchaser were a direct creditor of such Credit each Seller-Related Party in the amount of such participation.

Sharing of Payments by Purchasers. If any Purchaser shall, by exercising any right of setoff or otherwise, obtain payment in respect of any principal of or interest on its Notes or repayment premium or exit fee in connection therewith portion of any Note resulting in such Purchaser’s receiving payment of a proportion of the aggregate amount of the Notes Note and accrued interest thereon and repayment premium or exit fees in connection therewith greater than its pro rata share thereof as provided herein, then the such Purchaser shall (a) notify the Administrative Agent other Purchasers of such fact and (b) purchase (for cash at face value) participations in the Notes , but without recourse, ratably from each of the other Purchasers pursuant to documentation satisfactory to such amount of the Administrative Agent, or make Notes held by each such other adjustments as shall be equitablePurchaser (or interest therein), so that the benefit of all such payments shall be shared by the Purchasers ratably in accordance with the aggregate amount of principal of, of and accrued interest on and repayment premium or exit fees in connection with their respective portions of the Notes and other amounts owing them; provided, that: (i) if any such participations are purchased purchase is made by any Purchaser, and all if such excess payment or any portion of part thereof is thereafter recovered from such purchasing Purchaser, the payment giving rise thereto is recovered, such participations related purchases from the other Purchasers shall be rescinded ratably and the purchase price restored as to the extent portion of such recoveryexcess payment so recovered, but without interest; and (ii) the provisions of this Section 2.11 2.14 shall not be construed to apply to (x) any payment made by or on behalf of the Issuer pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Purchaser) or (y) any payment obtained by a Purchaser as consideration for the assignment of any of its portion of the Notes to any assignee, other than an assignment to Super Holdings the Issuer or any Subsidiary (as to which the provisions of this Section shall apply). Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Purchaser acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of setoff and counterclaim with respect to such participation as fully as if such Purchaser were a direct creditor of such Credit Party in the amount of such participation.

Sharing of Payments by Purchasers. If any Purchaser shall, by exercising any right of setoff or otherwiseotherwise (other than pursuant to such Purchaser’s conversion thereof in accordance with Section 2.11 or the prepayment or repayment thereof pursuant to Section 2.07 or Section 2.08), obtain payment in respect of any principal of or interest on its Notes or repayment premium or exit fee in connection therewith portion of any Convertible Note resulting in such Purchaser’s receiving payment of a proportion of the aggregate amount of the Notes Convertible Note and accrued interest thereon and repayment premium or exit fees in connection therewith greater than its pro rata share thereof as provided herein, then the such Purchaser shall (a) notify the Administrative Agent other Purchasers of such fact and (b) purchase (for cash at face value) participations in the Notes , but without recourse, ratably from each of the other Purchasers pursuant to documentation satisfactory to such amount of the Administrative Agent, or make Convertible Notes held by each such other adjustments as shall be equitablePurchaser (or interest therein), so that the benefit of all such payments shall be shared by the Purchasers ratably in accordance with the aggregate amount of principal of, of and accrued interest on and repayment premium or exit fees in connection with their respective portions of the Convertible Notes and other amounts owing them; provided, that: (i) if any such participations are purchased purchase is made by any Purchaser, and all if such excess payment or any portion of part thereof is thereafter recovered from such purchasing Purchaser, the payment giving rise thereto is recovered, such participations related purchases from the other Purchasers shall be rescinded ratably and the purchase price restored as to the extent portion of such recoveryexcess payment so recovered, but without interest; and (ii) the provisions of this Section 2.11 2.14 shall not be construed to apply to (xA) any payment made by or on behalf of the Issuer pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Purchaser) Agreement, or (yB) any payment obtained by a Purchaser as consideration for the assignment of any of its portion of the Convertible Notes to any assignee, other than an assignment to Super Holdings the Issuer or any Subsidiary (as to which the provisions of this Section shall apply). Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Purchaser acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of setoff and counterclaim with respect to such participation as fully as if such Purchaser were a direct creditor of such Credit Party in the amount of such participation.

Sharing of Payments by Purchasers. If any Purchaser shall, by exercising any right of setoff setoff, counterclaim or otherwisebanker’s lien or any other right, by receipt of voluntary payment, by realization upon security, or by any other non-pro rata source, obtain payment in respect of any principal of or interest on any of its Notes Investments or repayment premium Capital or exit fee in connection therewith other obligations hereunder resulting in such Purchaser’s receiving payment of a proportion of the aggregate amount of the Notes its Capital and accrued interest Yield thereon and repayment premium or exit fees in connection therewith other such obligations greater than its pro the pro-rata share thereof as provided hereinof the amount such Purchaser is entitled thereto, then the Purchaser receiving such greater proportion shall (a) notify the Administrative Agent of such fact fact, and (b) purchase (for cash at face value) participations in the Notes Investments (and related Capital) and such other obligations of the other Purchasers pursuant to documentation satisfactory to the Administrative AgentPurchasers, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Purchasers ratably in accordance with the aggregate amount of principal of, Capital of and accrued interest Yield on and repayment premium or exit fees in connection with their respective Notes Investments and other amounts owing them; provided, provided that: (ia) 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 interesttogether with interest or other amounts, if any, required by Law (including court order) to be paid by the Purchaser or the holder making such purchase; and (iib) the provisions of this Section 2.11 3.03 shall not be construed to apply to (x) any payment made by or on behalf of the Issuer SPV Entity-Related Parties pursuant to and in accordance with the express terms of this Agreement the Transaction Documents (including the application of funds arising from the existence of a Defaulting Purchaser) or (y) any payment obtained by a Purchaser as consideration for the assignment of or sale of a participation in any of its Notes to any assignee, other than an assignment to Super Holdings or any Subsidiary (as to which the provisions of this Section shall apply)Capital. Each Credit SPV Entity-Related Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Purchaser acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit each SPV Entity-Related Party rights of setoff and counterclaim with respect to such participation as fully as if such Purchaser were a direct creditor of such Credit each SPV Entity-Related Party in the amount of such participation.

Sharing of Payments by Purchasers. If any Purchaser shall, by exercising any right of setoff or otherwise, obtain payment in respect of any principal of or interest on its Notes or repayment premium or exit fee in connection therewith portion of any Note resulting in such Purchaser’s receiving payment of a proportion of the aggregate amount of the Notes Note and accrued interest thereon and repayment premium or exit fees in connection therewith greater than its pro rata share thereof as provided herein, then the such Purchaser shall (a) notify the Administrative Agent other Purchasers of such fact and (b) purchase (for cash at face value) participations in the Notes , but without recourse, ratably from each of the other Purchasers pursuant to documentation satisfactory to such amount of the Administrative Agent, or make Notes held by each such other adjustments as shall be equitablePurchaser (or interest therein), so that the benefit of all such payments shall be shared by the Purchasers ratably in accordance with the aggregate amount of principal of, of and accrued interest on and repayment premium or exit fees in connection with their respective portions of the Notes and other amounts owing them; provided, that: (i) if any such participations are purchased purchase is made by any Purchaser, and all if such excess payment or any portion of part thereof is thereafter recovered from such purchasing Purchaser, the payment giving rise thereto is recovered, such participations related purchases from the other Purchasers shall be rescinded ratably and the purchase price restored as to the extent portion of such recoveryexcess payment so recovered, but without interest; and (ii) the provisions of this Section 2.11 2.14 shall not be construed to apply to (xA) any payment made by or on behalf of the Issuer pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Purchaser) Agreement, or (yB) any payment obtained by a Purchaser as consideration for the assignment of any of its portion of the Notes to any assignee, other than an assignment to Super Holdings the Issuer or any Subsidiary (as to which the provisions of this Section shall apply). Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Purchaser acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of setoff and counterclaim with respect to such participation as fully as if such Purchaser were a direct creditor of such Credit Party in the amount of such participation.

Sharing of Payments by Purchasers. If any Purchaser shall, by exercising any right of setoff or otherwise, obtain payment in respect of any principal of or interest on its Notes portion of any Note or repayment premium or exit fee any applicable Make-Whole Amount and/or Prepayment Premium in connection therewith resulting in such Purchaser’s receiving payment of a proportion of the aggregate amount of the Notes Note and accrued interest thereon and repayment premium or exit fees any applicable Make-Whole Amount and/or Prepayment Premium in connection therewith therewith, greater than its pro rata share thereof as provided herein, then the such Purchaser shall (a) notify the Administrative Agent other Purchasers of such fact and (b) purchase (for cash at face value) participations in the Notes , but without recourse, ratably from each of the other Purchasers pursuant to documentation satisfactory to such amount of the Administrative Agent, or make Notes held by each such other adjustments as shall be equitablePurchaser (or interest therein), so that the benefit of all such payments shall be shared by the Purchasers ratably in accordance with the aggregate amount of principal of, accrued interest on and repayment premium or exit fees any Make-Whole Amount and/or Prepayment Premium in connection with with, their respective portions of the Notes and other amounts owing them; provided, that: (i) if any such participations are purchased purchase is made by any Purchaser, and all if such excess payment or any portion of part thereof is thereafter recovered from such purchasing Purchaser, the payment giving rise thereto is recovered, such participations related purchases from the other Purchasers shall be rescinded ratably and the purchase price restored as to the extent portion of such recoveryexcess payment so recovered, but without interest; and (ii) the provisions of this Section 2.11 2.14 shall not be construed to apply to (x) any payment made by or on behalf of the Issuer pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Purchaser) or (y) any payment obtained by a Purchaser as consideration for the assignment of any of its portion of the Notes to any assignee, other than an assignment to Super Holdings Parent or any Subsidiary (as to which the provisions of this Section 2.14 shall apply). Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Purchaser acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of setoff and counterclaim with respect to such participation as fully as if such Purchaser were a direct creditor of such Credit Party in the amount of such participation.

Sharing of Payments by Purchasers. If any Purchaser shall, by exercising any right of setoff setoff, counterclaim or otherwisebanker’s lien or any other right, by receipt of voluntary payment, by realization upon security, or by any other non-pro rata source, obtain payment in respect of any principal of or interest on any of its Notes Investments or repayment premium Capital or exit fee in connection therewith other obligations hereunder resulting in such Purchaser’s receiving payment of a proportion of the aggregate amount of the Notes its Capital and accrued interest Yield thereon and repayment premium or exit fees in connection therewith other such obligations greater than its pro the pro-rata share thereof as provided hereinof the amount such Purchaser is entitled thereto, then the Purchaser receiving such greater proportion shall (a) notify the Administrative Agent of such fact fact, and (b) purchase (for cash at face value) participations in the Notes Investments (and related Capital) and such other obligations of the other Purchasers pursuant to documentation satisfactory to the Administrative AgentPurchasers, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Purchasers ratably in accordance with the 127256974\V-8 aggregate amount of principal of, Capital of and accrued interest Yield on and repayment premium or exit fees in connection with their respective Notes Investments and other amounts owing them; provided, that: (i) 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 interesttogether with interest or other amounts, if any, required by Law (including court order) to be paid by the Purchaser or the holder making such purchase; and (ii) the provisions of this Section 2.11 3.03 shall not be construed to apply to (x) any payment made by or on behalf of the Issuer Seller-Related Parties pursuant to and in accordance with the express terms of this Agreement the Transaction Documents (including the application of funds arising from the existence of a Defaulting Purchaser) or (y) any payment obtained by a Purchaser as consideration for the assignment of or sale of a participation in any of its Notes to any assignee, other than an assignment to Super Holdings or any Subsidiary (as to which the provisions of this Section shall apply)Capital. Each Credit Seller-Related Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Purchaser acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit each Seller-Related Party rights of setoff and counterclaim with respect to such participation as fully as if such Purchaser were a direct creditor of such Credit each Seller-Related Party in the amount of such participation.

Sharing of Payments by Purchasers. If any Purchaser shall, by exercising any right of setoff or otherwise, obtain payment in respect of any principal of or interest on its Notes or repayment premium or exit fee in connection therewith portion of any Note resulting in such Purchaser’s receiving payment of a proportion of the aggregate amount of the Notes Note and accrued interest thereon and repayment premium or exit fees in connection therewith greater than its pro rata share thereof as provided herein, then the such Purchaser shall (a) notify the Administrative Agent other Purchasers of such fact and (b) purchase (for cash at face value) participations in the Notes , but without recourse, ratably from each of the other Purchasers pursuant to documentation satisfactory to such amount of the Administrative Agent, or make Notes held by each such other adjustments as shall be equitablePurchaser (or interest therein), so that the benefit of all such payments shall be shared by the Purchasers ratably in accordance with the aggregate amount of principal of, of and accrued interest on and repayment premium or exit fees in connection with their respective portions of the Notes and other amounts owing them; provided, that:: US-DOCS\136735424.9153072643.5 (i) if any such participations are purchased purchase is made by any Purchaser, and all if such excess payment or any portion of part thereof is thereafter recovered from such purchasing Purchaser, the payment giving rise thereto is recovered, such participations related purchases from the other Purchasers shall be rescinded ratably and the purchase price restored as to the extent portion of such recoveryexcess payment so recovered, but without interest; and (ii) the provisions of this Section 2.11 2.14 shall not be construed to apply to (x) any payment made by or on behalf of the Issuer pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Purchaser) or (y) any payment obtained by a Purchaser as consideration for the assignment of any of its portion of the Notes to any assignee, other than an assignment to Super Holdings the Issuer or any Subsidiary (as to which the provisions of this Section shall apply). Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Purchaser acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of setoff and counterclaim with respect to such participation as fully as if such Purchaser were a direct creditor of such Credit Party in the amount of such participation.

Sharing of Payments by Purchasers. If any Purchaser shall, by exercising any right of setoff or otherwise, obtain payment in respect of any principal of or interest on its Notes portion of any Note or repayment premium or exit fee any applicable Make-Whole Amount and/or Prepayment Premium in connection therewith resulting in such Purchaser’s receiving payment of a proportion of the aggregate amount of the Notes Note and accrued interest thereon and repayment premium or exit fees any applicable Make-Whole Amount and/or Prepayment Premium in connection therewith therewith, greater than its pro rata share thereof as provided herein, then the such Purchaser shall (a) notify the Administrative Agent other Purchasers of such fact and (b) purchase (for cash at face value) participations in the Notes , but without recourse, ratably from each of the other Purchasers pursuant to documentation satisfactory to such amount of the Administrative Agent, or make Notes held by each such other adjustments as shall be equitablePurchaser (or interest therein), so that the benefit of all such payments shall be shared by the Purchasers ratably in accordance with the aggregate amount of principal of, accrued interest on and repayment premium or exit fees any Make-Whole Amount and/or Prepayment Premium in connection with with, their respective portions of the Notes and other amounts owing them; provided, that: (i) if any such participations are purchased purchase is made by any Purchaser, and all if such excess payment or any portion of part thereof is thereafter recovered from such purchasing Purchaser, the payment giving rise thereto is recovered, such participations related purchases from the other Purchasers shall be rescinded ratably and the purchase price restored as to the extent portion of such recoveryexcess payment so recovered, but without interest; and (ii) the provisions of this Section 2.11 2.14 shall not be construed to apply to (x) any payment made by or on behalf of the Issuer pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Purchaser) or (y) any payment obtained by a Purchaser as consideration for the assignment of any of its portion of the Notes to any assignee, other than an assignment to Super Holdings Parent or any Subsidiary (as to which the provisions of this Section 2.14 shall apply). Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Purchaser acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of setoff and counterclaim with respect to such participation as fully as if such Purchaser were a direct creditor of such Credit Party in the amount of such participation.

Sharing of Payments by Purchasers. 4165-2766-4210 v2v5 If any Purchaser shall, by exercising any right of setoff or otherwise, obtain payment in respect of any principal of or interest on its Notes or repayment premium or exit fee in connection therewith portion of any Note resulting in such Purchaser’s receiving payment of a proportion of the aggregate amount of the Notes Note and accrued interest thereon and repayment premium or exit fees in connection therewith greater than its pro rata share thereof as provided herein, then the such Purchaser shall (a) notify the Administrative Agent other Purchasers of such fact and (b) purchase (for cash at face value) participations in the Notes , but without recourse, ratably from each of the other Purchasers pursuant to documentation satisfactory to such amount of the Administrative Agent, or make Notes held by each such other adjustments as shall be equitablePurchaser (or interest therein), so that the benefit of all such payments shall be shared by the Purchasers ratably in accordance with the aggregate amount of principal of, of and accrued interest on and repayment premium or exit fees in connection with their respective portions of the Notes and other amounts owing them; provided, that: (i) if any such participations are purchased purchase is made by any Purchaser, and all if such excess payment or any portion of part thereof is thereafter recovered from such purchasing Purchaser, the payment giving rise thereto is recovered, such participations related purchases from the other Purchasers shall be rescinded ratably and the purchase price restored as to the extent portion of such recoveryexcess payment so recovered, but without interest; and (ii) the provisions of this Section 2.11 2.14 shall not be construed to apply to (xA) any payment made by or on behalf of the Issuer pursuant to and in accordance with the express terms of this Agreement Agreement, (including the application of funds arising from the existence of a Defaulting Purchaser) or (yB) any payment obtained by a Purchaser as consideration for the assignment of any of its portion of the Notes to any assignee, other than an assignment to Super Holdings the Issuer or any Subsidiary (as to which the provisions of this Section shall apply). Each Credit Party consents to , (C) the foregoing and agreesDebt Rollover (as defined in the LM Transaction Support Agreement), to (D) the extent it may effectively do so under applicable LawDebt Rollover (as defined in the BP Transaction Support Agreement) or (E) any payment made by or on behalf of the Note Parties, that any Purchaser acquiring a participation the holders of the BP Notes, the Authorized Representative or the Collateral Agent pursuant to and in accordance with the foregoing arrangements may exercise against such Credit Party rights terms of setoff and counterclaim with respect to such participation as fully as if such Purchaser were a direct creditor the BP Subordination Agreement or any letter of such Credit Party in the amount of such participationdirection issued thereunder.

Sharing of Payments by Purchasers. If any Purchaser shall, by exercising any right of setoff or otherwise, obtain payment in respect of any principal of or interest on its Notes portion of any Note or repayment prepayment premium or exit fee in connection therewith resulting in such Purchaser’s receiving payment of a proportion of the aggregate amount of the Notes Note and accrued interest thereon and repayment prepayment premium or exit fees in connection therewith greater than its pro rata share thereof as provided herein, then the such Purchaser shall (a) notify the Administrative Agent other Purchasers of such fact and (b) purchase (for cash at face value) participations in the Notes , but without recourse, ratably from each of the other Purchasers pursuant to documentation satisfactory to such amount of the Administrative Agent, or make Notes held by each such other adjustments as shall be equitablePurchaser (or interest therein), so that the benefit of all such payments shall be shared by the Purchasers ratably in accordance with the aggregate amount of principal of, accrued interest on and repayment prepayment premium or exit fees in connection with their respective portions of the Notes and other amounts owing them; provided, that: (i) if any such participations are purchased purchase is made by any Purchaser, and all if such excess payment or any portion of part thereof is thereafter recovered from such purchasing Purchaser, the payment giving rise thereto is recovered, such participations related purchases from the other Purchasers shall be rescinded ratably and the purchase price restored as to the extent portion of such recoveryexcess payment so recovered, but without interest; andand \DC - 031561/000013 - 10875187 v5 \DC - 031561/000013 - 10875187 v7 \DC - 031561/000013 - 10875187 v9 (ii) the provisions of this Section 2.11 2.14 shall not be construed to apply to (x) any payment made by or on behalf of the Issuer Issuers pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Purchaser) or (y) any payment obtained by a Purchaser as consideration for the assignment of any of its portion of the Notes to any assignee, other than an assignment to Super Holdings Parent or any Subsidiary (as to which the provisions of this Section shall apply). Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Purchaser acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of setoff and counterclaim with respect to such participation as fully as if such Purchaser were a direct creditor of such Credit Party in the amount of such participation.

Sharing of Payments by Purchasers. If any Purchaser shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment or recover any amount in respect of any principal of or interest on any of its Notes or repayment premium or exit fee in connection therewith Note resulting in such Purchaser’s Purchaser receiving payment of a greater proportion of the aggregate amount of the Notes and accrued interest thereon and repayment premium or exit fees then due than the proportion received by any other Purchaser, then, unless otherwise agreed in connection therewith greater than its pro rata share thereof as provided hereinwriting by the Purchasers, then the Purchaser receiving such greater proportion shall (a) notify the Administrative Agent of such fact and (b) purchase (for cash at face value) participations in the Notes of the other Purchasers pursuant to documentation satisfactory to the Administrative Agent, or make such other adjustments as shall be equitable, extent necessary so that the benefit of all such payments shall be shared by the Purchasers ratably in accordance with the aggregate amount of principal of, of and accrued interest on and repayment premium or exit fees in connection with their respective Notes and other amounts owing themNote; provided, that: provided that (i) 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 , and (ii) the provisions of this Section 2.11 2.11(d) shall not be construed to apply to (x) any payment made by or on behalf of the applicable Issuer pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Purchaser) or (y) any payment obtained by a Purchaser as consideration for the assignment of or sale of a participation in any of its Notes to any assigneeassignee or Participant, other than an assignment to Super Holdings the Company or any Subsidiary Affiliate thereof (as to which the provisions of this Section 2.11(d) shall apply), provided further that no Purchaser shall be required to purchase a participation from a Purchaser rejecting its option to receive prepayments under Section 2.06(b) to the extent disproportionality results from the rejecting Purchaser’s election under Section 2.06(b). Each Credit Note Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Applicable Law, that any Purchaser acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Note Party rights of setoff and counterclaim with respect to, and to the extent of, such participation as fully as if such Purchaser were a direct creditor of such Credit Note Party in the amount of such participation.

Sharing of Payments by Purchasers. If any Purchaser shall, by exercising any right of setoff or otherwise, obtain payment in respect of any principal of or interest on its Notes portion of any Note or repayment prepayment premium or exit fee in connection therewith resulting in such Purchaser’s receiving payment of a proportion of the aggregate amount of the Notes Note and accrued interest thereon and repayment prepayment premium or exit fees in connection therewith greater than its pro rata share thereof as provided herein, then the such Purchaser shall (a) notify the Administrative Agent other Purchasers of such fact and (b) purchase (for cash at face value) participations in the Notes , but without recourse, ratably from each of the other Purchasers pursuant to documentation satisfactory to such amount of the Administrative Agent, or make Notes held by each such other adjustments as shall be equitablePurchaser (or interest therein), so that the benefit of all such payments shall be shared by the Purchasers ratably in accordance with the aggregate amount of principal of, accrued interest on and repayment prepayment premium or exit fees in connection with their respective portions of the Notes and other amounts owing them; provided, that: (i) if any such participations are purchased purchase is made by any Purchaser, and all if such excess payment or any portion of part thereof is thereafter recovered from such purchasing Purchaser, the payment giving rise thereto is recovered, such participations related purchases from the other Purchasers shall be rescinded ratably and the purchase price restored as to the extent portion of such recoveryexcess payment so recovered, but without interest; and (ii) the provisions of this Section 2.11 2.14 shall not be construed to apply to (x) any payment made by or on behalf of the Issuer pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Purchaser) or (y) any payment obtained by a Purchaser as consideration for the assignment of any of its portion of the Notes to any assignee, other than an assignment to Super Holdings the Issuer or any Subsidiary (as to which the provisions of this Section shall apply). Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Purchaser acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of setoff and counterclaim with respect to such participation as fully as if such Purchaser were a direct creditor of such Credit Party in the amount of such participation.

Sharing of Payments by Purchasers. If any Purchaser shall, by exercising any right of setoff setoff, counterclaim or otherwisebanker’s lien or any other right, by receipt of voluntary payment, by realization upon security, or by any other non-pro rata source, obtain payment in respect of any principal of or interest on any of its Notes Investments or repayment premium Capital or exit fee in connection therewith other obligations hereunder resulting in such Purchaser’s receiving payment of a proportion of the aggregate amount of the Notes its Capital and accrued interest Yield thereon and repayment premium or exit fees in connection therewith other such obligations greater than its pro the pro-rata share thereof as provided hereinof the amount such Purchaser is entitled thereto, then the Purchaser receiving such greater proportion shall (a) notify the Administrative Agent of such fact fact, and (b) purchase (for cash at face value) participations in the Notes Investments (and related Capital) and such other obligations of the other Purchasers pursuant to documentation satisfactory to the Administrative AgentPurchasers, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Purchasers ratably in accordance with the aggregate amount of principal of, Capital of and accrued interest Yield on and repayment premium or exit fees in connection with their respective Notes Investments and other amounts owing them; provided, provided that: : (i) 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 interesttogether with interest or other amounts, if any, required by Law (including court order) to be paid by the Purchaser or the holder making such purchase; and and (ii) the provisions of this Section 2.11 3.03 shall not be construed to apply to (x) any payment made by or on behalf of the Issuer Seller-Related Parties pursuant to and in accordance with the express terms of this Agreement the Transaction Documents (including the application of funds arising from the existence of a Defaulting Purchaser) or (y) any payment obtained by a Purchaser as consideration for the assignment of or sale of a participation in any of its Notes to any assignee, other than an assignment to Super Holdings or any Subsidiary (as to which the provisions of this Section shall apply)Capital. Each Credit Seller-Related Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Purchaser acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit each Seller-Related Party rights of setoff and counterclaim with respect to such participation as fully as if such Purchaser were a direct creditor of such Credit each Seller- Related Party in the amount of such participation.

Sharing of Payments by Purchasers. If any Purchaser shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment or recover any amount in respect of any principal of or interest on any of its Notes or repayment premium or exit fee in connection therewith Note resulting in such Purchaser’s Purchaser receiving payment of a greater proportion of the aggregate amount of the Notes and accrued interest thereon and repayment premium or exit fees then due than the proportion received by any other Purchaser, then, unless otherwise agreed in connection therewith greater than its pro rata share thereof as provided hereinwriting by the Purchasers, then the Purchaser receiving such greater proportion shall (a) notify the Administrative Agent of such fact and (b) purchase (for cash at face value) participations in the Notes of the other Purchasers pursuant to documentation satisfactory to the Administrative Agent, or make such other adjustments as shall be equitable, extent necessary so that the benefit of all such payments shall be shared by the Purchasers ratably in accordance with the aggregate amount of principal of, of and accrued interest on and repayment premium or exit fees in connection with their respective Notes and other amounts owing themNote; provided, that: provided that (i) 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 , and (ii) the provisions of this Section 2.11 2.10(d) shall not be construed to apply to (x) any payment made by or on behalf of the applicable Issuer pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Purchaser) or (y) any payment obtained by a Purchaser as consideration for the assignment of or sale of a participation in any of its Notes to any assigneeassignee or Participant, other than an assignment to Super Holdings the Company or any Subsidiary Affiliate thereof (as to which the provisions of this Section 2.10(d) shall apply), provided further that no Purchaser shall be required to purchase a participation from a Purchaser rejecting its option to receive prepayments under Section 2.05(b) to the extent disproportionality results from the rejecting Purchaser’s election under Section 2.05(b). Each Credit Note Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Applicable Law, that any Purchaser acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Note Party rights of setoff and counterclaim with respect to, and to the extent of, such participation as fully as if such Purchaser were a direct creditor of such Credit Note Party in the amount of such participation.

Sharing of Payments by Purchasers. If any Purchaser shall, by exercising any right of setoff or otherwise, obtain payment in respect of any principal of or interest on its Notes or repayment premium or exit fee in connection therewith portion of any Note resulting in such Purchaser’s receiving payment of a proportion of the aggregate amount of the Notes Note and accrued interest thereon and repayment premium or exit fees in connection therewith greater than its pro rata share thereof as provided herein, then the such Purchaser shall (a) notify the Administrative Agent other Purchasers of such fact and (b) purchase (for cash at face value) participations in the Notes , but without recourse, ratably from each of the other Purchasers pursuant to documentation satisfactory to such amount of the Administrative Agent, or make Notes held by each such other adjustments as shall be equitablePurchaser (or interest therein), so that the benefit of all such payments shall be shared by the Purchasers ratably in accordance with the aggregate amount of principal of, of and accrued interest on and repayment premium or exit fees in connection with their respective portions of the Notes and other amounts owing them; provided, that: : (i) if any such participations are purchased purchase is made by any Purchaser, and all if such excess payment or any portion of part thereof is thereafter recovered from such purchasing Purchaser, the payment giving rise thereto is recovered, such participations related purchases from the other Purchasers shall be rescinded ratably and the purchase price restored as to the extent portion of such recoveryexcess payment so recovered, but without interest; and and (ii) the provisions of this Section 2.11 2.14 shall not be construed to apply to (x) any payment made by or on behalf of the Issuer pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Purchaser) or (y) any payment obtained by a Purchaser as consideration for the assignment of any of its portion of the Notes to any assignee, other than an assignment to Super Holdings the Issuer or any Subsidiary (as to which the provisions of this Section shall apply). Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Purchaser acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of setoff and counterclaim with respect to such participation as fully as if such Purchaser were a direct creditor of such Credit Party in the amount of such participationARTICLE III TAXES 3.

Sharing of Payments by Purchasers. If any Purchaser shall, by exercising any right of setoff or otherwise, obtain payment in respect of any principal of or interest on its Notes portion of any Note or repayment prepayment premium or exit fee in connection therewith resulting in such Purchaser’s receiving payment of a proportion of the aggregate amount of the Notes Note and accrued interest thereon and repayment prepayment premium or exit fees in connection therewith greater than its pro rata share thereof as provided herein, then the such Purchaser shall (a) notify the Administrative Agent other Purchasers of such fact and (b) purchase (for cash at face value) participations in the Notes , but without recourse, ratably from each of the other Purchasers pursuant to documentation satisfactory to such amount of the Administrative Agent, or make Notes held by each such other adjustments as shall be equitablePurchaser (or interest therein), so that the benefit of all such payments shall be shared by the Purchasers ratably in accordance with the aggregate amount of principal of, accrued interest on and repayment prepayment premium or exit fees in connection with their respective portions of the Notes and other amounts owing them; provided, that: (i) if any such participations are purchased purchase is made by any Purchaser, and all if such excess payment or any portion of part thereof is thereafter recovered from such purchasing Purchaser, the payment giving rise thereto is recovered, such participations related purchases from the other Purchasers shall be rescinded ratably and the purchase price restored as to the extent portion of such recoveryexcess payment so recovered, but without interest; and (ii) the provisions of this Section 2.11 2.14 shall not be construed to apply to (x) any payment made by or on behalf of the Issuer Issuers pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Purchaser) or (y) any payment obtained by a Purchaser as consideration for the assignment of any of its portion of the Notes to any assignee, other than an assignment to Super Holdings Parent or any Subsidiary (as to which the provisions of this Section shall apply). Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Purchaser acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of setoff and counterclaim with respect to such participation as fully as if such Purchaser were a direct creditor of such Credit Party in the amount of such participation.\DC - 031561/000013 - 10875187 v5 \DC - 031561/000013 - 10875187 v7 \DC - 031561/000013 - 10875187 v9

Sharing of Payments by Purchasers. If any Purchaser shall, by exercising any right of setoff or otherwise, obtain payment in respect of any principal of or interest on its Notes portion of any Note or repayment prepayment premium or exit fee in connection therewith resulting in such Purchaser’s receiving payment of a proportion of the aggregate amount of the Notes Note and accrued interest thereon and repayment prepayment premium or exit fees in connection therewith greater than its pro rata share thereof as provided herein, then the such Purchaser shall (a) notify the Administrative Agent other Purchasers of such fact and (b) purchase (for cash at face value) participations in the Notes , but without recourse, ratably from each of the other Purchasers pursuant to documentation satisfactory to such amount of the Administrative Agent, or make Notes held by each such other adjustments as shall be equitablePurchaser (or interest therein), so that the benefit of all such payments shall be shared by the Purchasers ratably in accordance with the aggregate amount of principal of, accrued interest on and repayment prepayment premium or exit fees in connection with their respective portions of the Notes and other amounts owing them; provided, that: : (i) if any such participations are purchased purchase is made by any Purchaser, and all if such excess payment or any portion of part thereof is thereafter recovered from such purchasing Purchaser, the payment giving rise thereto is recovered, such participations related purchases from the other Purchasers shall be rescinded ratably and the purchase price restored as to the extent portion of such recoveryexcess payment so recovered, but without interest; and and (ii) the provisions of this Section 2.11 2.14 shall not be construed to apply to (x) any payment made by or on behalf of the Issuer Issuers pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Purchaser) or (y) any payment obtained by a Purchaser as consideration for the assignment of any of its portion of the Notes to any assignee, other than an assignment to Super Holdings Parent or any Subsidiary (as to which the provisions of this Section shall apply). Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Purchaser acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of setoff and counterclaim with respect to such participation as fully as if such Purchaser were a direct creditor of such Credit Party in the amount of such participation.41 \DC - 031561/000013 - 10875187 v5 \DC - 031561/000013 - 10875187 v7 \DC - 031561/000013 - 10875187 v9 2.15

Sharing of Payments by Purchasers. If any Purchaser shall, by exercising any right of setoff setoff, counterclaim or otherwisebanker’s lien or any other right, by receipt of voluntary payment, by realization upon security, or by any other non-pro rata source, obtain payment in respect of any principal of or interest or yield on any of its Notes Investments, Loans or repayment premium Capital or exit fee in connection therewith other obligations hereunder resulting in such Purchaser’s receiving payment of a proportion of the aggregate amount of the Notes its Capital and accrued interest Yield thereon and repayment premium or exit fees in connection therewith other such obligations greater than its pro the pro-rata share thereof as provided hereinof the amount such Purchaser is entitled thereto, then the Purchaser receiving such greater proportion shall (a) notify the Administrative Agent of such fact fact, and (b) purchase (for cash at face value) participations in the Notes Investments or Loans (and related Capital) and such other obligations of the other Purchasers pursuant to documentation satisfactory to the Administrative AgentPurchasers, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Purchasers ratably in accordance with the aggregate amount of principal of, Capital of and accrued interest Yield on and repayment premium or exit fees in connection with their respective Notes Investments, Loans and other amounts owing them; provided, provided that: (i) 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 interesttogether with interest or other amounts, if any, required by Law (including court order) to be paid by the Purchaser or the holder making such purchase; and (ii) the provisions of this Section 2.11 3.03 shall not be construed to apply to (x) any payment made by or on behalf of the Issuer Seller-Related Parties pursuant to and in accordance with the express terms of this Agreement the Transaction Documents (including the application of funds arising from the existence of a Defaulting Purchaser) or (y) any payment obtained by a Purchaser as consideration for the assignment of or sale of a participation in any of its Notes to any assignee, other than an assignment to Super Holdings or any Subsidiary (as to which the provisions of this Section shall apply)Capital. Each Credit Seller-Related Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Purchaser acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit each Seller-Related Party rights of setoff and counterclaim with respect to such participation as fully as if such Purchaser were a direct creditor of such Credit each Seller-Related Party in the amount of such participation.