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:

Certain Definitions. As used in this Agreement, the following terms shall have the meanings set forth in this Section 1. Unless otherwise defined herein, the following terms shall have the respective meanings given to such terms in the UCC: Accounts, Account [[Organization E:Organization]], Certificated Security, Chattel Paper, Commercial Tort Claims, Deposit Accounts, Documents, Electronic Chattel Paper, Equipment, Farm Products, Fixtures, General Intangibles, Goods, Health-Care-Insurance Receivables, Instruments, Inventory, Letter-of-Credit Rights, Proceeds, Supporting Obligations and Tangible Chattel Paper.

Certain Fees. That Defaulting Lender # shall not be entitled to receive any commitment fee pursuant to Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and # shall be limited in its right to receive Letter of Credit Fees as provided in Section 2.03(i).

Each Guarantor waives # any defense arising by reason of any disability or other defense of the ​ or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the ​ or any other [[Loan Parties:Organization]]; # any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the ​ or any other [[Loan Parties:Organization]]; # the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; # any right to proceed against the ​ or any other [[Loan Parties:Organization]], proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; # any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and # to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations.

SECTION # Conduct of Business.

Certain Transactions. Except for arm’s length transactions pursuant to which the Company or any of its Subsidiaries makes payments in the ordinary course of business upon terms no less favorable than the Company or any of its Subsidiaries could obtain from third parties and other than the grant of stock options disclosed on [Schedule 3(c)], none of the officers, directors, or employees of the Company is presently a party to any transaction with the Company or any of its Subsidiaries (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any corporation, partnership, trust or other entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.

Certain Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below.