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.

Priority Debt Ratio. ​ shall not permit its Priority Debt Ratio, calculated on a consolidated basis for ​ and its Subsidiaries, to exceed 2.25 to 1.00 as of the last day of each fiscal quarter.

Except to the extent that a holder of an Allowed Priority Tax Claim agrees to a less favorable treatment, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Priority Tax Claim, each holder of such Allowed Priority Tax Claim shall be treated in accordance with the terms set forth in [section 1129(a)(9)(C)] of the Bankruptcy Code and, for the avoidance of doubt, holders of Allowed Priority Tax Claims will receive interest on such Allowed Priority Tax Claims after the Effective Date in accordance with [sections 511 and 1129(a)(9)(C)])] of the Bankruptcy Code.

Priority of Security Interest. Each Co-Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted Liens that are permitted pursuant to the terms of this Agreement to have superior priority to Bank’s Lien under this Agreement). If a Co-Borrower shall acquire a commercial tort claim, such Co-Borrower shall promptly notify Bank in a writing signed by such Co-Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank.

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise the Partnership that the total amount of Registrable Securities that Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Partnership shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership can be sold without having such adverse effect, with such number to be allocated # first, to the Common Units proposed to be included in such Underwritten Offering prior to the delivery by the Partnership of the Piggyback Notice hereunder, unless such Underwritten Offering is undertaken pursuant to the exercise of a Holder’s rights under Section 2.03 below, in which case the allocation between all participating Holders shall be determined as if all such Holders were exercising piggyback registration rights in the following clause, and # second, pro rata among the Persons who are exercising piggyback registration rights related to such Underwritten Offering (based,

Investor Abandonment; Lien Priority. (a) Bank determines, in its good faith judgment, that it is the clear intention of Borrower’s investors to not continue to fund the Borrower in the amounts and timeframe necessary to enable Borrower to satisfy its financial obligations as they become due and payable; or # there is a material impairment in the priority of Bank’ s security interest in the Collateral;

Additional ABL Priority Collateral Vessel. [Section 5.10(f)] of the Credit Agreement is hereby deleted in its entirety and the following inserted in lieu thereof:

No Priority Among Limited Partners. No Limited Partner shall have any priority over any other Limited Partner as to the return of his Initial Capital Contribution or as to compensation by way of income or as to allocation of profits and losses or distributions of cash.

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

Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, and any Permitted Refinancing thereof;