Aegis Note: Waiver and Deferral of Interest. Aegis hereby waives any right of action it may have immediately prior to the effectiveness of this Agreement by reason of ​’s default in payment of interest accrued and payable under the Aegis Note on or prior to the date hereof (the “Aegis Note Specified Default”). Aegis further agrees that no payment of interest accruing under the Aegis Note shall be due until March 31, 2025, on which date all interest accrued under the Aegis Note from and after September 29, 2023 shall be due and payable.

The default waiver and deferral of interest by Aegis in this Section 8 # shall not constitute nor be deemed to constitute a waiver of # any default or event of default under the Aegis Note other than the Aegis Note Specified Default, whether or not known to Aegis and whether or not existing on the date of this Agreement, or # any other term or condition of the Aegis Note, # shall not constitute nor be deemed to constitute a consent by Aegis to anything other than as expressly stated herein, and # shall not constitute a course of dealing among the parties hereto.

Interest on Cash Deferral Accounts. The annual rate of interest on amounts in the Cash Deferral Accounts for 1997 and subsequent calendar years shall be Moody's Long-Term Corporate Bond Yield Average as published by Moody’s Investor Service, Inc. (or any successor thereto) for the month of September before the calendar year in question (if such yield is no longer published, a substantially similar average selected by the Committee) or such other rate as the Committee shall determine prior to the year for which the interest rate would be applicable. Such interest shall be compounded quarterly, in arrears, on all unpaid amounts and shall be recorded on Participant’s statements quarterly.

Permitted Aegis Payments. Until all of the ​-District Debt and all of the 2024 Debt has been Paid in Full, no Obligor shall, directly or indirectly, make any payment on account of the Aegis Debt, and neither Aegis nor any Affiliate thereof shall be permitted to receive from any Obligor, directly or indirectly, any payment on account of the Aegis Debt other than # regularly scheduled payments of interest and principal, in each case as and when due and payable on a non-accelerated basis in accordance with the terms of the A&R Aegis Note as in effect on the Effective Date, # payments of principal, interest, and any unpaid fees or other obligations owing by any Obligor to Aegis under the A&R Aegis Note as in effect on the Effective Date on the non-accelerated maturity date of the A&R Aegis Note as in effect on the Effective Date, and # any Permitted Mandatory Prepayment of the Aegis Debt provided such Permitted Mandatory Prepayment is made in accordance with the provisions of Section 3(a)(iv) and [Section 2(a)(iii)]) (collectively, “Permitted Aegis Payments”, and each individually, a “Permitted Aegis Payment”), unless and until, with respect to any payment described in any of the [foregoing clauses (1), (2) and (3) of this Section 3(a)(ii)])])], any Event of Default has occurred and is continuing at the time of such payment or such payment would result in an Event of Default, whereupon the provisions of Section 2(a)(i) shall apply and the Pari Passu Debt shall be paid to Pari Passu Creditors in the manner set forth in such Section.

Deferral. In the sole discretion of the Committee, in accordance with procedures established by the Committee, the Participant may be permitted to defer the issuance of Shares deliverable upon the exercise of an Option for a specified period or until a specified date.

Deferral. The Committee may establish a program (taking into account, without limitation, the application of Section 409A of the Code, as the Committee may deem appropriate) under which Optionees will have Phantom Shares subject to Section 10 credited upon their exercise of Options, rather than receiving Shares at that time.

The Collateral is secured by a lien in favor of Aegis granted by the Obligor to Aegis (the “Aegis Lien”). The relative priorities of the Security Interest of the Secured Parties in the Collateral and the Aegis Lien are as set forth in the Intercreditor Agreement.

Covenants of Aegis Regarding Aegis-Obligor Fundamental Transactions. Notwithstanding anything set forth herein to the contrary, Aegis covenants and agrees (on behalf of itself and each of its Affiliates, whether existing now or in the future) that in the event of any Aegis-Obligor Fundamental Transaction, Aegis shall ensure that # all of the ​-District Debt and all of the 2024 Debt shall remain the direct obligation of ​ (or the ​ Surviving Successor (as defined below)) and # either:

Deferral Election. Each Participant may make an irrevocable election to defer distribution of Restricted Stock Unit Shares payable in respect of an Award until the Participant’s Separation from Service, in accordance with this Agreement and procedures established by the Corporate Secretary. To make a deferral election, a Participant must file an irrevocable deferral form with the Corporation before the beginning of the year in which such Award would be granted. Notwithstanding the foregoing, if, in accordance with Section 3 of the Plan, an individual is to be elected by the Board to be a non-employee director of the Corporation after the Committee has made an Award to non-employee directors for that calendar year, then that individual must make the deferral election prior to that individual’s election as a director in order to defer distribution of the initial grant of Restrict Stock Unit Shares. The deferral election must specify whether the Participant is to receive the Restricted Stock Unit Shares upon the Participant’s Separation From Service in either a single distribution or in ten annual installments.

Deferral Elections. At any time prior to the date that is at least six months before the close of a Performance Period (or shorter or longer period that the Committee selects) with respect to an Award of either Performance Units or Performance Compensation, the Committee may permit a Participant who is a member of a select group of management or highly compensated employees (within the meaning of the Code) to irrevocably elect, on a form provided by and acceptable to the Committee, to defer the receipt of all or a percentage of the cash or Shares that would otherwise be transferred to the Participant upon the vesting of such Award. If the Participant makes this election, the cash or Shares subject to the election, and any associated interest and dividends, shall be credited to an account established pursuant to Section 9 on the date such cash or Shares would otherwise have been released or issued to the Participant pursuant to Section 10(a) or Section 10(b).