Pari Passu Priority. Subject to Section 7 and except as set forth in Section 34 with respect to the Collateral – Barrels, each of the Obligors and each Pari Passu Creditor agrees that all Liens and whatever other right, title or interest (if any) any such Pari Passu Creditor may have at any time in or to any Collateral as security for the Pari Passu Debt shall, at all times and in all respects, be pari passu in priority and in all other respects with all Liens and any other right, title or interest of Aegis in or to any such Collateral as security for the Aegis Debt, irrespective of the time or order of the creation or perfection of any such Lien, right, title or interest and irrespective of any failure by Aegis to create or perfect any such Lien, right, title or interest.

PARI PASSU NOTES. Holder acknowledges and agrees that the payment of all or any portion of the outstanding principal amount of this Note and all interest hereon shall be pari passu in right of payment and in all other respects to any other Notes. In the event Holder receives payments in excess of its pro rata share of the Company’s payments to the holders of all of the Notes, then Holder shall hold in trust all such excess payments for the benefit of the holders of the other Notes and shall pay such amounts held in trust to such other holders upon demand by such holders.

“ABL Priority Collateral” means “ABL Priority Collateral” as defined in the Pari Passu Intercreditor Agreement.

“Term Priority Collateral” means “Term Loan Priority Collateral” as defined in the Pari Passu Intercreditor Agreement.

SECTION # Pari Passu Status. The obligations of the Borrower under this Agreement rank, and will rank, at least pari passu in priority of payment and in all other respects with all unsecured Indebtedness of the Borrower.

upon the occurrence and during the continuation of any Event of Default, all of the Pari Passu Debt shall rank equally without preference or priority of any kind over one another, and all payments and recoveries payable on account of principal and interest on the Pari Passu Debt, including without limitation any proceeds of Collateral shall be paid and applied ratably and proportionately to the Pari Passu Creditors with respect to all outstanding Pari Passu Debt on the basis of the respective Pari Passu Percentages of the Pari Passu Creditors; provided, for the avoidance of doubt and notwithstanding anything to the contrary set forth herein, that during the Subordination Period, all payments and recoveries realized with respect to the Collateral – Barrels and the proceeds thereof shall be paid and applied First to the 2024 Note Creditors ratably and proportionately on the basis of the respective amounts of outstanding 2024 Debt held by such 2024 Note Creditors until the 2024 Debt is Paid in Full, and Second, to the Pari Passu Creditors with respect to all outstanding Pari Passu Debt outstanding Pari Passu Debt ratably and proportionately to the Pari Passu Creditors with respect to all outstanding Pari Passu Debt on the basis of the respective Pari Passu Percentages of the Pari Passu Creditors;

“Pari Passu Lien Debt” means any Indebtedness that is secured by Liens on Collateral that are pari passu in priority with the Liens on Collateral that secure the Obligations. For the avoidance of doubt, “Pari Passu Lien Debt” includes the Initial Term Loans (including, for the avoidance of doubt, the Delayed Draw Term Loans), the Revolving Loans (if any) and the Revolving Commitments, in each case, as of the Closing Date.

if such Indebtedness is intended to be Pari Passu Lien Debt or Junior Lien Debt, a Debt Representative acting on behalf of the holders of such Permitted Ratio Debt has become party to, or is otherwise subject to the provisions of, # if such Permitted Ratio Debt is Pari Passu Lien Debt, an Equal Priority Intercreditor Agreement or # if such Permitted Ratio Debt is Junior Lien Debt, a Junior Lien Intercreditor Agreement;

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

Notwithstanding anything to the contrary contained in this Agreement, at any time, with respect to the portion of the outstanding Pari Passu Debt owing to any Pari Passu Creditor, such Pari Passu Creditor may: