Contesting Liens and Provisions of this Agreement. Each Pari Passu Creditor agrees not to initiate, prosecute or participate in any claim, action or other proceeding # challenging the enforceability, validity, perfection or priority of the Pari Passu Debt and/or the 2024 Debt or any Liens and security interests securing the Pari Passu Debt and/or the 2024 Debt 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 Pari Passu Creditors to the allocation of payments and recoveries payable on account of the Pari Passu Debt and/or the 2024 Debt, as applicable (including from the Collateral and the proceeds thereof); provided that Pari Passu Creditors may file any necessary responsive or defensive pleadings in opposition to any such claim, action or proceeding described in the [foregoing [clauses (i) and (ii)])]])] made by any Person; provided further, notwithstanding anything to the contrary set forth in this Agreement, that nothing in this Agreement shall be construed to prevent or impair the rights of any Pari Passu Creditor to enforce this Agreement, including without limitation the provisions of this Agreement relating to the relative rights of the Pari Passu Creditors to the allocation of payments and recoveries payable on account of the Pari Passu Debt and/or the 2024 Debt, as applicable (including from the Collateral and the proceeds thereof).

Contesting Liens and Provisions of this Agreement. Aegis and each ​-District ​ agrees not to initiate, prosecute or participate in any claim, action or other proceeding # challenging the enforceability, validity, perfection or priority of the Pari Passu Debt or any Liens and security interests securing the Pari Passu Debt 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); provided that Aegis and each of the ​-District Creditors may file any necessary responsive or defensive pleadings in opposition to any such claim, action or proceeding described in the [foregoing [clauses (i) and (ii)])]])] made by any Person; provided further, notwithstanding anything to the contrary set forth in this Agreement, that nothing in this Agreement shall be construed to prevent or impair the rights of Aegis or any ​-District ​ to enforce 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).

Prohibition on Contesting Liens or Claims. Each of First Lien Agent, for itself and on behalf of the other First Lien Secured Parties, and Second Lien Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that it shall not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), # the perfection, priority, validity or enforceability of a Lien held by or for the benefit or on behalf of any First Lien Secured Party in any Collateral or by or on behalf of any Second Lien Secured Party in any Collateral, as the case may be or # the extent, validity, allowability or enforceability of any First Lien Debt or Second Lien Debt, as applicable, secured or purported to be secured thereby; provided, that, nothing in this Intercreditor Agreement shall be construed to prevent or impair the rights of any First Lien Secured Party or Second Lien Secured Party to enforce this Intercreditor Agreement.

This Agreement. This Agreement has been duly authorized, executed and delivered by the Company.

In this Agreement, unless the context otherwise requires, references to:

unless the context otherwise requires, all references to a particular Section, paragraph or Schedule shall be a reference to that Section, paragraph or Schedule in or to this Agreement as it may be amended from time to time;

references to clauses are to the clauses of this Agreement;

"Qualifying Lender" means:

Each Deferral Agreement must satisfy all of the following requirements:

Liens. As of the Original Effective Date, Part B of [Schedule II] is a complete and correct list of each Lien (other than Permitted Liens and Liens created pursuant to the Security Documents) securing outstanding Indebtedness of any Person covering any property of the Borrower or any of its Subsidiaries, and the aggregate Indebtedness secured (or that may be secured) by each such Lien and the property covered by each such Lien as of the Original Effective Date is correctly described in Part B of [Schedule II].

AFFIRMATION OF THIS AGREEMENT. PLEASE READ CAREFULLY. Employee affirms the terms and conditions of the Agreement including but not limited to the waiver and release in [Section 4] and the covenants addressed in [Sections 6 and 9]9].

Upon the unanimous agreement of the Parties hereto and the approval by the shareholders (meeting) of Party A, the Parties hereto may make amendments or supplements to this Agreement and take all necessary steps and actions, at their cost, to make such amendments or supplements legal and effective.

This Agreement shall come into force as of the date of execution or affixing seals by the Parties and shall be automatically terminated when Party A and/or the person designated by Party A has fully exercised its rights to purchase all equity interests held by Party C in Party B in accordance with the Exclusive Call Option Agreement. Once Party A notifies Party C in writing to fully or partially terminate this Agreement or change the Trustee, Party C shall immediately revoke the entrustment and authorization granted to Party A and the Trustee hereunder, and shall, as instructed by Party A in writing, immediately sign a Power of Attorney in the same form of the Power of Attorney as ​ hereto to grant the same authorization and entrustment hereunder to the other person or entity designated by Party A.

Authority for this Agreement. Each of Parent and Merger Sub has all requisite entity power and authority to comply with, execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Merger Sub have been duly and validly authorized by all necessary entity action on the part of each of Parent and Merger Sub, and no other entity proceedings on the part of Parent and Merger Sub are necessary to authorize this Agreement. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery by the ​, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy, Equity and Indemnity Exception.

Amendments to this Agreement. Except as provided in [Section 2.13(b)] and the definition of “Modification Offer”, neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required ​ or by the Borrower and the Administrative Agent with the consent of the Required ​; provided that no such agreement shall:

Abide by this Agreement. Honor and abide by the provisions contained in this Agreement;

Execution of this Agreement. This Agreement shall have been duly executed and delivered by the Parties.

Registration of this Agreement. To the extent, if any, that either Party concludes in good faith and acting reasonably that it or the other Party is required to file or register this Agreement or a notification thereof with any Governmental Authority, such Party shall inform the other Party thereof. If both Parties jointly agree that either Party is required to submit or obtain any such filing, registration or notification, they shall cooperate in such filing, registration or notification and shall execute all documents reasonably required in connection therewith. In such filing, registration or notification, the Parties shall request confidential treatment of sensitive provisions of this Agreement, to the extent permitted by Applicable Law. The Parties shall promptly inform each other as to the activities or inquiries of any such Governmental Authority relating to this Agreement, and shall reasonably cooperate to respond to any request for further information therefrom on a timely basis.

Liens arising out of the existence of judgments or awards in respect of which Borrower or any of its Subsidiaries shall be contesting in good faith, so long as such judgments or awards do not constitute an Event of Default hereunder;

MISCELLANEOUS PROVISIONS. This Agreement shall not be construed more strictly against any party merely by virtue of the fact that the same has been prepared by such party or its counsel, it being recognized that each party hereto has contributed substantially and materially to the preparation of this Agreement, and that each party hereto acknowledges and waives any claim contesting the existence and the adequacy of the consideration given by the other parties hereto in entering into this Agreement.