if such Incremental Equivalent Debt is in the form of term loans and is Pari Passu Lien Debt, then the provisions of Section 2.16(h) shall apply as if such Incremental Equivalent Debt was Incremental Term Loans.

No Waiver. No delay by any Pari Passu Creditor in exercising any right or remedy hereunder or under any Pari Passu Note Document, or in failing to exercise the same shall operate as a waiver in favor of any Obligor or any Pari Passu Creditor of any such right or remedy. No notice to or demand on any Obligor or any Pari Passu Creditor by a Pari Passu Creditor shall be deemed a waiver of any right of the Pari Passu Creditor hereunder or under any Pari Passu Note Document to take further action without notice or demand.

“Pari Passu Creditor” means any of the Secured Creditors (collectively, the “Pari Passu Creditors”).

“Enforcement Action” means any action by Agent on behalf of one or more of the Pari Passu Creditors to enforce payment or performance by an Obligor of any of portion of the Pari Passu Debt under any Secured Creditor Note Documents, including, but not limited to, any of the following: # acceleration of the maturity of such Pari Passu Debt; # commencement of, prosecution of, or participation in any lawsuit, action or proceeding, whether private, judicial, equitable, administrative, or otherwise (including the commencement or joining with any other creditors in the commencement of any Proceeding) against an Obligor; # any action by Agent on behalf of Pari Passu Creditors to foreclose on the Liens of any Secured Creditor in any Collateral); # any action by Agent on behalf of Pari Passu Creditors to take possession of, or sell or otherwise realize upon, or to exercise any other rights or remedies with respect to, any Collateral, including any disposition after the occurrence of an Event of Default of any Collateral by an Obligor with the consent of, or at the direction of, Agent; and/or # the taking of any other actions by Agent on behalf of Pari Passu Creditors against any Collateral, including (other than for purposes of perfection) the taking of control or possession of any Collateral.

Subject to Section 4(b) below, upon the occurrence and during the continuation of any Event of Default (and provided that # Aegis shall have determined that an Event of Defaults exists and provided written notice of such Event of Default to the Pari Passu Creditors and/or # the ​-District Creditors shall have determined that an Event of Default exists and provided written notice of such Event of Default to Aegis), Aegis, in its capacity as Agent hereunder, shall have the right, without the consent of any Pari Passu Creditor, to take (or to determine not to take) any of the following actions on behalf of Aegis with respect to their share of the Pari Passu Debt and on behalf of the Pari Passu Creditors with respect to their share of the Pari Passu Debt (provided, that any and all of the following actions taken or determined not to be taken by Agent with respect to any portion of Pari Passu Debt shall be taken by Agent with respect to all of the Pari Passu Debt, without regard to Aegis’ share thereof or the Pari Passu Creditors’ share thereof): # declare one or more Events of Default; # give notice to any Obligor of any Event of Default; # take Enforcement Actions against any of the Obligors and/or the Collateral (provided that the Pari Passu Creditors may join in any such Enforcement Actions upon the request of Agent); and # hire counsel of its choosing; provided, that, in the event that Agent takes any Enforcement Action against any Obligor and/or the Collateral pursuant to the [foregoing clause (iii) of this Section 4(a)] (or selects any agent or attorney-in -fact to take any such Enforcement Action on behalf of the Pari Passu Creditors), Agent shall (or in the case Agent selects any agent or attorney-in-fact to take any such Enforcement Action on its behalf, Agent shall direct such agent or attorney-in-fact, as applicable, to) take Enforcement Actions under and in accordance with the terms of both the Aegis Note Documents, the ​-District Note Documents and the 2024 Note Documents simultaneously and collect and apply any and all proceeds realized in any and all such Enforcement Actions in accordance with Section 2(a)(ii) of this Agreement.

affect the relative rights of any Pari Passu Creditor in relation to any other creditor of any Obligor other than the relative rights of such Pari Passu Creditor in relation to the other Pari Passu Creditors.

“Pari Passu Note Document” means any of the Secured Creditor Note Documents (collectively, the “Pari Passu Note Documents”).

Other Intercreditor Arrangements. Except for any “Permitted Liens” under and as defined in the Pari Passu Note Documents as in effect on the Effective Date, the Pari Passu Creditors agree not to enter into any agreement with another creditor of ​ or any other Obligor to subordinate any Liens of any Pari Passu Creditor in any Collateral under the Pari Passu Note Documents to the Lien of such other creditor in the Collateral without the prior written consent of all Pari Passu Creditors.

“Funded Debt” shall mean Debt of the Company or a Subsidiary owning Restricted Property maturing by its terms more than one year after its creation and Debt classified as long-term debt under GAAP and, in the case of Funded Debt of the Company, ranking at least pari passu with the Loans.

Expenses; Indemnification. Each of the Obligors agrees to pay Agent, on demand, its pari passu share of all reasonable costs and expenses of any kind, including counsel fees, which Agent may incur in enforcing any of its or any of the Pari Passu Creditors’ rights or remedies against the Obligors under this Section 4. Aegis and each Pari Passu Creditor shall reimburse Agent upon demand for its ratable share of any reasonable costs or out of pocket expenses (including attorney’s fees and expenses) incurred by Agent in enforcing any of its or any of the Pari Passu Creditors’ rights or remedies against the Obligors in accordance with this Section 4 to the extent that Agent is not promptly reimbursed for such expenses by or on behalf of the Obligors. To the extent Agent is not promptly reimbursed by the obligors, EACH PARI PASSU creditor will reimburse and indemnify Agent, in proportion to its Pro Rata Share, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Agent in performing its duties as agent hereunder, in any way relating to or arising out of this Agreement; provided, that THE Pari Passu creditorS shall NOT be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from Agent’s gross negligence, bad faith or willful misconduct. The obligation of the Pari Passu Creditors in this Section 4(e) shall survive the payment of all obligations of the Obligors under the Aegis Debt and the ​-District Debt.