Books and Records; Legends. Each of the Obligors and each of the Pari Passu Creditors agrees # to make proper notations in its respective books, records or other statements which evidence or record any Pari Passu Debt indicating that the Pari Passu Debt is subject to the provisions of this Agreement, and # to place the following legend on any promissory note or other instrument evidencing the Pari Passu Debt:

impair, as between the Obligors and the Pari Passu Creditors, # the obligations of the Obligors, as provided in the Pari Passu Note Documents, to pay principal of and interest on any Pari Passu Debt in accordance with its terms, or # any other obligations of the Obligors owing or performable by the Obligors in relation to any Pari Passu Debt or 2024 Debt in accordance with its terms; or

Notwithstanding anything to the contrary contained in this Agreement, at any time, with respect to the portion of the outstanding Pari Passu Debt owing to any Pari Passu Creditor, such Pari Passu Creditor may:

Certain Releases and Waivers. Notwithstanding anything to the contrary set forth herein, any release or waiver following the Effective Date of any Liens or any other right, title or interest (if any) any Pari Passu Creditor may have at any time in or to any Collateral as security for the Pari Passu Debt under any of the Pari Passu Note Documents (including, without limitation, any release or waiver of any such Liens or any such other right, title or interest (if any) in or to such Collateral effected # voluntarily by any Pari Passu Creditor, # as a result of any Pari Passu Debt owing to such Pari Passu Creditor being Paid in Full or # by operation of law) shall have no effect on the validity, perfection or enforceability of any Liens or any other right, title or interest (if any) of any other Pari Passu Creditor in or to any such Collateral as security for the portion of the Pari Passu Debt owing to such other Pari Passu Creditor under the Pari Passu Note Documents.

Liens on assets of Non-Loan Parties and Liens on Excluded Assets; # Liens on the Collateral securing obligations in respect of Permitted Pari Passu Secured Refinancing Debt or Permitted Junior Secured Refinancing Debt and any Permitted Refinancing of any of the foregoing incurred pursuant to [Section 7.03(h)]; provided that any Permitted Pari Passu Secured Refinancing Debt or any Permitted Refinancing thereof with Pari Passu Lien Debt, in either case, that is in the form of term loans shall be subject to Section 2.16(h) as if such Permitted Pari Passu Secured Refinancing Debt or Permitted Refinancing thereof was Incremental Term Loans;

Each Pari Passu Creditor agrees to execute, verify, deliver and file any proofs of claim in respect of the Pari Passu Debt as reasonably requested by Agent in connection with any Proceeding provided that such proofs of claim acknowledge such Pari Passu Creditor’s rights with respect to its Pari Passu Debt and each Pari Passu Creditor hereby irrevocably authorizes, empowers and appoints Agent as its agent and attorney-in-fact to execute, verify, deliver and file such proofs of claim upon the failure of such Pari Passu Creditor promptly to do so prior to FIFTEEN # days before the expiration of the time to file any such proof of claim.

Liens securing Pari Passu Lien Debt and/or Junior Lien Debt; provided that:

“Pari Passu Debt” means, collectively, all of the Aegis Debt and all of the ​-District Debt.

all voluntary prepayments of Term Loans and any other term loans that are Pari Passu Lien Debt (including # those made through debt buybacks and in the case of below-par repurchases in an amount equal to the discounted amount actually paid in cash in respect of such below-par repurchase and # payments pursuant to [Section 3.07] or other applicable “yank-a-bank” provisions (solely to the extent any Term Loans or other Pari Passu Lien Debt is retired instead of assigned)),

In the event that, notwithstanding the foregoing, any payment by, or distribution of assets or properties of, any Obligor of any kind or character, whether in cash, property or securities, shall be directly or indirectly received by # the ​-District Creditors, in excess of the amount which the ​-District Creditors are entitled to receive pursuant to the foregoing clauses # and/or # in order to make the Pari Passu Debt paid and applied ratably and proportionately amongst and between Aegis and the ​-District Creditors with respect to all outstanding Pari Passu Debt on the basis of the respective Pari Passu Percentages, the ​-District Creditors shall promptly deliver such payment to Aegis for application to payment of the remaining unpaid Aegis Debt and until so delivered to Aegis will be held by the ​-District Creditors in trust as Aegis’ property, or # Aegis, in excess of the amount which Aegis are entitled to receive pursuant to the foregoing clauses # and/or # in order to make the Pari Passu Debt paid and applied ratably and proportionately amongst and between Aegis and the ​-District Creditors with respect to all outstanding Pari Passu Debt on the basis of the respective Pari Passu Percentages, Aegis shall promptly deliver such payment to the ​-District Creditors for application to payment of the remaining unpaid ​-District Debt and until so delivered to the ​-District Creditors will be held by Aegis in trust as the ​-District Creditors’ property, the intent of this clause (c) being to give effect to the provisions of the [foregoing clauses (a) and (b)])].