upon the occurrence and during the continuation of any Event of Default, all of the Pari Passu Debt shall rank equally without preference or priority of any kind over one another, and all payments and recoveries payable on account of principal and interest on the Pari Passu Debt, including without limitation any proceeds of Collateral shall be paid and applied ratably and proportionately to the Pari Passu Creditors with respect to all outstanding Pari Passu Debt on the basis of the respective Pari Passu Percentages of the Pari Passu Creditors; provided, for the avoidance of doubt and notwithstanding anything to the contrary set forth herein, that during the Subordination Period, all payments and recoveries realized with respect to the Collateral – Barrels and the proceeds thereof shall be paid and applied First to the 2024 Note Creditors ratably and proportionately on the basis of the respective amounts of outstanding 2024 Debt held by such 2024 Note Creditors until the 2024 Debt is Paid in Full, and Second, to the Pari Passu Creditors with respect to all outstanding Pari Passu Debt outstanding Pari Passu Debt ratably and proportionately to the Pari Passu Creditors with respect to all outstanding Pari Passu Debt on the basis of the respective Pari Passu Percentages of the Pari Passu Creditors;

upon the taking of any Enforcement Action or any other collection efforts with respect to the Pari Passu Debt by Agent on behalf of the Pari Passu Creditors or any of them, all of the Pari Passu Debt shall rank equally without preference or priority of any kind over one another, and all payments and recoveries payable on account principal and interest of the Pari Passu Debt realized in connection with such Enforcement Action and/or other collection efforts with respect to the Pari Passu Debt, including without limitation any proceeds of Collateral (other than the ILOC and any proceeds thereof, which are reserved solely for Aegis), shall be promptly paid and applied ratably and proportionately to the Pari Passu Creditors with respect to all outstanding Pari Passu Debt on the basis of the respective Pari Passu Percentages of the Pari Passu Creditors; provided, for the avoidance of doubt and notwithstanding anything to the contrary set forth herein, that during the Subordination Period, all payments and recoveries realized in connection with such Enforcement Action with respect to the Collateral – Barrels and the proceeds thereof shall be paid and applied First, to the 2024 Note Creditors ratably and proportionately on the basis of the respective amounts of outstanding 2024 Debt held by such 2024 Note Creditors until the 2024 Debt is Paid in Full, and Second, to the Pari Passu Creditors with respect to all outstanding Pari Passu Debt outstanding Pari Passu Debt ratably and proportionately to the Pari Passu Creditors with respect to all outstanding Pari Passu Debt on the basis of the respective Pari Passu Percentages of the Pari Passu Creditors;

All payments and recoveries payable on account of principal and interest on the Pari Passu Debt shall be paid and applied ratably and proportionately amongst and between the Pari Passu Creditors with respect to all outstanding Pari Passu Debt on the basis of the respective Pari Passu Percentages of the Pari Passu Creditors. For the avoidance of doubt, in any Proceeding, all proceeds of the Collateral (other # than the ILOC and any proceeds thereof, which is are reserved solely for Aegis and # during the Subordination Period, the Collateral – Barrels and the proceeds thereof, which shall be paid and applied first to the 2024 Note Creditors ratably and proportionately on the basis of the respective amounts of outstanding 2024 Debt held by such 2024 Note Creditors until the 2024 Debt is Paid in Full) shall be paid and applied ratably and proportionately amongst and between the Pari Passu Creditors with respect to all outstanding Pari Passu Debt on the basis of the respective Pari Passu Percentages of the Pari Passu Creditors.

Any payment by, or any distribution of assets or properties of, any Obligor of any kind or character, whether in cash, property or securities, to which the Pari Passu Creditors would be entitled except for the terms and provisions of this Agreement shall be paid or delivered by the Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the Pari Passu Creditors to the extent necessary to make all payments and recoveries on account of Pari Passu Debt paid and applied ratably and proportionately amongst and between Pari Passu Creditors with respect to all outstanding Pari Passu Debt on the basis of the respective Pari Passu Percentages of the Pari Passu Creditors (other than, during the Subordination Period, any payments and recoveries realized with respect the Collateral – Barrels or the proceeds thereof, which shall be paid and applied first to the 2024 Note Creditors ratably and proportionately on the basis of the respective amounts of outstanding 2024 Debt held by such 2024 Note Creditors until the 2024 Debt is Paid in Full).

upon the occurrence and during the continuation of any Event of Default, all of the Pari Passu Debt shall rank equally without preference or priority of any kind over one another, and all payments and recoveries payable on account of principal and interest on the Pari Passu Debt, including without limitation any proceeds of Collateral (other than the ILOC and any proceeds thereof, which are reserved solely for Aegis), shall be paid and applied ratably and proportionately to Aegis and the ​-District Creditors with respect to all outstanding Pari Passu Debt on the basis of the respective Pari Passu Percentages of Aegis and the ​-District Creditors;