Certain Modifications. Until all of the Pari Passu Debt has been Paid in Full, neither any Pari Passu Creditor nor any Obligor shall, without the prior written consent of the Pari Passu Creditors, agree to any amendment, modification or supplement to any Pari Passu Note Document, except that the Pari Passu Creditors and the Obligors shall be permitted to amend or modify the Pari Passu Note Documents in accordance with the provisions of the Pari Passu Note Documents in effect as of the Effective Date to # extend the maturity date or the date of payment of any amount due by ​ or any other Obligor thereunder, # decrease the rate of interest applicable to any of the A Debt, # waive any Obligor’s noncompliance with any term or provision thereof, and/or # amend any Pari Passu Agreement so long as such amendment is not more onerous or restrictive on any Obligor than provisions contained in such Pari Passu Note Document as in effect on the date of this Agreement, in each case without the prior written consent of Aegis; provided, that notwithstanding anything set forth in this Section 11(b) to the contrary, no action under the [foregoing clauses (3) and (4) of this Section 11(b)])] shall be permitted to be taken by any Pari Passu Creditor or any Obligor without the prior written consent of Aegis to the extent such action would # prohibit any Obligor from making any payment with respect to the Pari Passu Debt which is permitted under the terms of this Agreement or otherwise contravene any provision of this Agreement or # be reasonably likely to result in any material harm to any interest of a Pari Passu Creditor to be paid from the proceeds of the Collateral under this Agreement or any interest of a Pari Passu Creditor in the Pari Passu Debt owing to it by any Obligor under any Pari Passu Note Document. Each Pari Passu Creditor shall provide written notice to the remaining Pari Passu Creditors of any action taken pursuant to any of the [foregoing clauses (1) through (4) of this Section 11(b)] promptly, and in any event within three (3) Business Days thereof, including a reasonably detailed description of any such action taken and copies of any and all documentation amending, modifying or supplementing any Pari Passu Note Document executed by any Pari Passu Creditor and/or any Obligor.

“Pari Passu Lien Debt” means any Indebtedness that is secured by Liens on Collateral that are pari passu in priority with the Liens on Collateral that secure the Obligations. For the avoidance of doubt, “Pari Passu Lien Debt” includes the Initial Term Loans (including, for the avoidance of doubt, the Delayed Draw Term Loans), the Revolving Loans (if any) and the Revolving Commitments, in each case, as of the Closing Date.

upon the occurrence of any Other Prepayment Event, the Net Cash Proceeds with respect to such Other Prepayment Event shall be used to prepay the Pari Passu Debt, with such Net Cash Proceeds being paid and applied to Aegis and the ​ District Creditors ratably and proportionately with respect to all outstanding Pari Passu Debt on the basis of the respective Pari Passu Percentages of Aegis and the ​-District Creditors.

Continuing Agreement; Termination of Agreement; Reinstatement. This Agreement shall continue in full force and effect unless and until all of the Pari Passu Debt and the 2024 Debt shall be Paid in Full, and shall automatically terminate if and when all of the Pari Passu Debt and the 2024 Debt shall be Paid in Full. In furtherance of the foregoing, this Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment of any of the Pari Passu Debt or the 2024 Debt, in whole or in part, is rescinded or must otherwise be restored or refunded by a holder of the Pari Passu Debt or the 2024 Debt, as applicable, as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made.

if any Proceeding has been commenced by or against any Obligor, file a claim or statement of interest with respect to such portion of the Pari Passu Debt owing to such Pari Passu Creditor;

all voluntary payments and prepayments of Revolving Loans and any other revolving loans that are Pari Passu Lien Debt, in each case to the extent accompanied by a corresponding permanent reduction in commitments,

if such Indebtedness is intended to be Pari Passu Lien Debt or Junior Lien Debt, a Debt Representative acting on behalf of the holders of such Permitted Ratio Debt has become party to, or is otherwise subject to the provisions of, # if such Permitted Ratio Debt is Pari Passu Lien Debt, an Equal Priority Intercreditor Agreement or # if such Permitted Ratio Debt is Junior Lien Debt, a Junior Lien Intercreditor Agreement;

that comprises Junior Financing or unsecured notes or loans may not be made unless, to the extent required hereunder or pursuant to the terms of any Incremental Equivalent Debt that is Pari Passu Lien Debt, such prepayments are first made or offered to the Loans and any such Incremental Equivalent Debt that is Pari Passu Lien Debt on a pro rata basis; and

Permitted Pari Passu Refinancing Debt and any Permitted Refinancing Indebtedness in respect thereof;

file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding, or other pleading made by any Person # objecting to or otherwise seeking the disallowance of the claims of Aegis with respect to the Aegis Debt, including without limitation any claims secured by the Collateral as provided in this Agreement, or # challenging the enforceability or validity of any term or provision of this Agreement, including without limitation the provisions of this Agreement relating to the relative rights of Aegis and the ​-District Creditors to the allocation of payments and recoveries payable on account of the Pari Passu Debt (including from the Collateral and the proceeds thereof);