Certain Definitions. In addition to other words and terms defined elsewhere in this Agreement, as used herein the following words and terms shall have the following meanings, respectively:

Certain Terms. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the ​, severally and not jointly, Subordinated Notes in an aggregate principal amount equal to the aggregate of the Subordinated Note Amounts. The ​, severally and not jointly, each agree to purchase the Subordinated Notes from the Company on the Closing Date in accordance with the terms of, and subject to the conditions and provisions set forth in, this Agreement and the Subordinated Notes. The Subordinated Note Amounts shall be disbursed in accordance with Section 3.1.

There are no outstanding or pending preceding that has been commenced against or involving [[Organization B:Organization]] or any of its assets and, to the knowledge of [[Organization B:Organization]] and the ​, no matters of the foregoing nature are contemplated or threatened. None of [[Organization B:Organization]] or the ​ have been charged with, and is not threatened with, or under any investigation with respect to, any allegation concerning any violation of any provision of any federal, provincial, local or foreign law, regulation, ordinance, order or administrative ruling, and is not in default with respect to any order, writ, injunction or decree of any Governmental Body.

Certain Information. The Securities Intermediary shall promptly notify the Debtor, the Administrative Agent and the Secured Party if an Authorized Officer of the Securities Intermediary with direct responsibility for administration of this Agreement has actual knowledge of or receives written notice that any Person asserts or seeks to assert a lien, encumbrance or adverse claim against any portion or all of the property credited to any Secured Account. The Securities Intermediary will send copies of all statements, confirmations and other correspondence relating to each Secured Account (and/or any financial assets credited thereto) simultaneously to the Debtor, the Administrative Agent and the Secured Party. The Securities Intermediary will furnish to the Secured Party, the Administrative Agent and the Debtor, upon written request, an account statement with respect to each Secured Account.

Certain Definitions. Except as otherwise indicated in this Agreement, all definitions in this Section 3(f) shall be applicable during the Protected Period only.

Certain Waivers. The Co-Borrower hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any Lender exhaust any right, power or remedy or proceed against either it or the Borrower under this Agreement or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

Modifications of ​-District Note Documents. Until all of the Aegis Debt has been Paid in Full, neither any ​-District [[Organization F:Organization]] nor any Obligor shall, without the prior written consent of Aegis, agree to any amendment, modification or supplement to any ​-District Note Document, except that the ​-District Creditors and the Obligors shall be permitted to amend or modify the ​-District Note Documents in accordance with the provisions of the ​-District 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 ​-District Debt, # waive any Obligor’s noncompliance with any term or provision thereof, and/or # amend any ​-District-District Agreement (including without limitation any A&R ​-District Note) so long as such amendment is not more onerous or restrictive on any Obligor than provisions contained in such ​-District 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)(i)] to the contrary, no action under the [foregoing clauses (3) and (4) of this Section 11(b)(i)])] shall be permitted to be taken by any ​-District [[Organization F:Organization]] 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 Aegis to be paid from the proceeds of the Collateral under this Agreement or any interest of Aegis in the Aegis Debt owing to it by any Obligor under any Aegis Note Document. The ​-District Creditors shall provide written notice to Aegis of any action taken pursuant to any of the [foregoing clauses (1) through (4) of this Section 11(b)(i)] 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 ​-District Note Document executed by any ​-District [[Organization F:Organization]] and/or any Obligor.

“Market Price,” as of any date, # means, with respect to shares of Common Stock, the volume-weighted average closing price in U.S. dollars for the shares of the Common Stock on the Nasdaq stock market for the trailing ten (10) trading days, or # if market value cannot be calculated as of such date on any of the foregoing basis, the Market Price shall be the fair market value as reasonably determined in good faith by the Board of Directors of the Company. The manner of determining the Market Price of the Common Stock set forth in the foregoing definition shall apply with respect to any other security in respect of which a determination as to market value must be made hereunder.

The Conversion Price and number and kind of shares or other securities to be issued upon conversion shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows: