“Refinancing Notes” shall mean Permitted Junior Debt or Permitted Pari Passu Notes (or Indebtedness that would constitute Permitted Junior Debt or Permitted Pari Passu Notes except as a result of a failure to comply with any maturity or amortization requirement applicable thereto), in each case, that constitute Permitted Refinancing Indebtedness in respect of any Term Loans.

Appointment of Aegis as Agent; Limitations on Rights of Agent. Each ​-District Creditor and each 2024 Note Creditor hereby irrevocably appoints, designates and authorizes Aegis, as its Agent to # take (or determine not to take) any of the actions described in Section 4(a) on such Pari Passu Creditor’s behalf with respect to such Pari Passu Creditor’s share of the Pari Passu Debt and # to exercise such powers and perform such duties as are permitted by the terms of this Agreement, together with such powers as are reasonably incidental thereto, in each case subject to and in accordance with the provisions of this Section 4; provided, notwithstanding anything to the contrary set forth in this Agreement, that without the prior written consent of the affected Pari Passu Creditors, neither Agent nor any agent, employee or attorney-in-fact of Agent acting on behalf of Agent in executing any of the rights granted to Agent as Agent under this Section 4 shall be permitted to # amend or modify any term or provision of any of the ​-District Note Documents or the 2024 Note Documents; # exercise any right under any provision of any A&R ​-District Note to convert the principal and/or accrued and unpaid interest under such A&R ​-District Note into shares of ​’s common stock; # release any liability or obligations of any Obligor owing to any Pari Passu Creditor under the Pari Passu Note Documents unless such release is effected in connection with an Enforcement Action brought by Agent in accordance with this Section 4 pursuant to which all of the Pari Passu Debt is Paid in Full prior to such release; # subject to Section 7, release any Lien or other security interest in the Collateral granted to the Pari Passu Creditors or any of them under the Pari Passu Note Documents or hereunder unless such release is effected in connection with an Enforcement Action brought by Agent in accordance with this Section 4 pursuant to which all of the Pari Passu Debt is Paid in Full prior to such release; or # change the ranking or priority of the Pari Passu Debt; provided further, that # in taking (or determining not to take) any action described in Section 4(a) on behalf of Pari Passu Creditors with respect to their respective share of the Pari Passu Debt and # in exercising and/or performing any powers or duties in its capacity as Agent on behalf of the Pari Passu Creditors with respect to their share of the Pari Passu Debt under this Section 4, Agent shall do so in good faith and otherwise in accordance with the terms of this Agreement.

Additional Waivers by the Obligors and the Pari Passu Creditors. The Obligors and the Pari Passu Creditors, and each of them, waives any and all notice of # the receipt and acceptance by all parties hereto of this Agreement, # of the creation, renewal, extension or accrual of any of the Pari Passu Debt, present or future, in whole or in part, by any Pari Passu Creditor (provided, notwithstanding anything set forth herein to the contrary, that this clause (b) shall not be deemed to be a waiver of any obligation of any party under Section 11 of this Agreement, including without limitation the respective notice obligations of the Pari Passu Creditors under Section 11 of this Agreement), and/or # of the reliance by any Pari Passu Creditor on this Agreement at any time.

provided that the application of such proceeds at all times will be subject to the application of proceeds provisions contained in any Pari Passu Intercreditor Agreement.

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 ​-District Creditors with respect to the ​-District 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);

for the purpose of adding the holders of Pari Passu Lien Debt, Junior Lien Debt, Incremental Equivalent Debt, Permitted Pari Passu Secured Refinancing Debt or Permitted Junior Secured Refinancing Debt (or a Debt Representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such intercreditor agreement (it being understood that any such amendment or supplement may make such other changes to the applicable intercreditor agreement as, in the good faith determination of the Administrative ​, are required to effectuate the foregoing), or

in the case of any Junior Lien Debt that ranks pari passu in lien priority with the Second Lien Facility, either:

“Pari Passu Date” means the first date on which # any 2024 Debt remains outstanding and # the Collateral – Barrels contains no barrels.

any Credit Agreement Refinancing Indebtedness that comprises junior lien or unsecured notes or loans may not be made except to the extent that prepayments are # permitted hereunder and # to the extent required hereunder or pursuant to the terms of any Credit Agreement Refinancing Indebtedness that is Pari Passu Lien Debt, first made or offered to the Loans and any such Credit Agreement Refinancing Indebtedness that is Pari Passu Lien Debt; and

The Notes and the ​’ obligations under this Agreement will rank at least pari passu with all of the ​’ outstanding unsecured Senior Debt.