Successor Agent. Agent may resign as Agent upon 30 days (ten days if an Event of Default has occurred and is continuing) prior written notice to the Lenders (unless such notice is waived by the Required Lenders) and Borrowers (unless such notice is waived by Borrowers or a Default or Event of Default has occurred and is continuing) and without any notice to the Bank Product Providers. If Agent resigns under this Agreement, the Required Lenders shall be entitled, with (so long as no Event of Default has occurred and is continuing) the consent of Borrowers (such consent not to be unreasonably withheld, delayed, or conditioned), appoint a successor Agent for the Lenders (and the Bank Product Providers). If, at the time that Agent’s resignation is effective, it is acting as Issuing Bank or the Swing Lender, such resignation shall also operate to effectuate its resignation as Issuing Bank or the Swing Lender, as applicable, and it shall automatically be relieved of any further obligation to issue Letters of Credit, or to make Swing Loans. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders and Borrowers, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders with (so long as no Event of Default has occurred and is continuing) the consent of Borrowers (such consent not to be unreasonably withheld, delayed, or conditioned). In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term “Agent” shall mean such successor Agent and the retiring Agent’s appointment, powers, and duties as Agent shall be terminated. After any retiring Agent’s resignation hereunder as Agent, the provisions of this [Section 15] shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 30 days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. If at any time, # Aegis or any Affiliate thereof directly or indirectly, in one or more related transactions effects any merger, consolidation or corporate reorganization or other transaction resulting in Aegis or any Affiliate thereof with or into any Obligor or any Affiliate thereof, # Aegis or any Affiliate thereof directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions to any Obligor or any Affiliate thereof, # any Obligor or any Affiliate thereof directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions to Aegis or any Affiliate thereof, # any direct or indirect, purchase offer, tender offer or exchange offer is completed by Aegis or any Affiliate thereof or any Obligor or any Affiliate thereof pursuant to which holders of equity interests in Aegis or any Affiliate thereof are permitted to sell, tender or exchange their equity interests in Aegis or such Affiliate thereof for securities, cash or property of any Obligor or any Affiliate thereof and such purchase offer, tender offer exchange offer, as applicable, has been accepted by the holders of 50% or more of the outstanding equity interests in Aegis or such Affiliate thereof, # any direct or indirect, purchase offer, tender offer or exchange offer is completed by Aegis or any Affiliate thereof or any Obligor or any Affiliate thereof pursuant to which holders of common stock or other equity interests in any Obligor or any Affiliate thereof are permitted to sell, tender or exchange their common stock or other equity interests in such Obligor or such Affiliate thereof for securities, cash or property of Aegis or any Affiliate thereof and such purchase offer, tender offer exchange offer, as applicable, has been accepted by the holders of 50% or more of the outstanding common stock or other equity interests, as applicable, in such Obligor or such Affiliate thereof, or # Aegis or any Affiliate thereof, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with any Obligor or any Affiliate thereof whereby any Obligor or any Affiliate thereof acquires a Controlling Interest in Aegis or any Affiliate thereof or Aegis or any Affiliate thereof acquires a Controlling Interest in any Obligor or any Affiliate thereof or Aegis or any Affiliate thereof becomes an Affiliate of any Obligor or any Affiliate thereof (each of the transactions described in the [foregoing clauses (1) through (6) of this Section 4(f)], an “Aegis-Obligor Fundamental Transaction”), then provided that the Aegis Debt and the ​-District Debt and the 2024 Debt are not then Paid in Full, effective upon the occurrence of any such Aegis-Obligor Fundamental Transaction, the ​-District Creditors in their sole discretion shall have the right, upon thirty (30) days’ notice to Obligors and Aegis (which notice may be given in advance of an anticipated Aegis-Obligor Fundamental Transaction, in which case such notice and the appointment of the Successor Agent described below shall only be effective upon the consummation of the Aegis-Obligor Fundamental Transaction) to replace and/or substitute Aegis in its capacity as Agent with the Successor Agent, provided that such Successor Agent shall become a party to, and perform the duties of the Agent pursuant to the terms of, this Agreement or execute and deliver an agency agreement having terms and provisions substantially similar to the agency provisions of this Agreement (a “Successor Agent Agreement”). For the purposes of appointing a Successor Agent in accordance with the foregoing sentence, the Obligors and Aegis agree, on behalf of themselves and any of their respective surviving successors following any Aegis-Obligor Fundamental Transaction, to execute a Successor Agent Agreement with terms and provisions substantially similar to the agency provisions of this Agreement at the request of the ​-District Creditors. Upon the appointment of the Successor Agent, # Aegis shall cease to be the Agent hereunder and # all provisions in this Agreement applicable to the Agent other than Section 4(a) shall apply to the Successor Agent (unless a Successor Agent Agreement is entered into by the Successor Agent, the ​-District Creditors, the 2024 Note Creditors, Aegis and the Obligors (or their respective surviving successors following the applicable Aegis-Obligor Fundamental Transaction, as applicable), in which case the provisions of such Successor Agent Agreement shall apply); provided, notwithstanding anything to the contrary set forth herein, the ​-District Creditors shall have the right, without the consent of Aegis, to cause the Successor Agent to take (or to determine not to take) any of the following actions on behalf of Aegis with respect to their share of the Pari Passu Debt and on behalf of the ​-District Creditors with respect to their share of the Pari Passu Debt (provided, that any and all of the following actions taken or determined not to be taken by the ​-District Creditors with respect to any portion of Pari Passu Debt shall be taken by the Successor Agent at the direction of the ​-District Creditors with respect to all of the Pari Passu Debt, without regard to Aegis’ share thereof or the ​-District Creditors’ share thereof or the 2024 Note Creditors share thereof): # declare one or more Events of Default; # give notice to any Obligor of any Event of Default; # take Enforcement Actions against any of the Obligors and/or the Collateral (provided that the ​-District Creditors and/or the 2024 Note Creditors may join in any such Enforcement Actions); and # hire counsel of its choosing; provided, that, in the event that the ​-District Creditors cause the Successor Agent to take any Enforcement Action against any Obligor and/or the Collateral pursuant to the [foregoing clause (iii) of this Section 4(f)], the ​-District Creditors shall direct the Successor Agent to take Enforcement Actions under and in accordance with the terms of each of the Pari Passu Note Documents simultaneously and collect and apply any and all proceeds realized in any and all such Enforcement Actions in accordance with Section 2(a)(ii) of this Agreement. Each of the Secured Creditors agrees that upon the appointment of a Successor Agent, except as specifically permitted to do so pursuant to this Agreement, it shall not commence or join in any action against any Obligor relating to the collection or enforcement of the Pari Passu Debt; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any Secured 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 (including from the Collateral and the proceeds thereof). The Obligors shall pay all fees, costs and expenses of the Successor Agent including fees paid to the Successor Agent for serving as Agent hereunder. Notwithstanding anything to the contrary contained herein, the indemnifications made for the benefit of Agent, and the limitations on the liability of Agent under this Agreement will continue after the replacement of the Agent with the Successor Agent with respect to all the circumstances to which they are applicable, existing or occurring before such substitution, and any liability of any party to this Agreement, as determined under the provisions of this Agreement, with respect to acts or omissions of such party prior to such substitution will also survive such substitution.

Successor Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Company, such resignation to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, forty-five days after the retiring Administrative Agent gives notice of its intention to resign. The Administrative Agent may be removed at any time with or without cause by written notice received by the Administrative Agent from the Required Lenders, such removal to be effective on the date specified by the Required Lenders; provided that the Administrative Agent may not be removed unless the Administrative Agent (in its individual capacity) and any Affiliate thereof acting as an Issuer is relieved of all of its duties as an Issuer pursuant to documentation reasonably satisfactory to such Person on or prior to the date of such removal. Upon any such resignation or removal, the Required Lenders shall have the right to appoint, in consultation with the Company and, so long as no Default is then continuing, subject to the consent of the Company (such consent not to be unreasonably withheld or delayed) a successor Administrative Agent on behalf of the Borrower and the Lenders. If no successor Administrative Agent shall have been so appointed by the Required Lenders within thirty days after the resigning Administrative Agent’s giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrowers and the Lenders, a successor Administrative Agent. If the Administrative Agent has resigned or been removed and no successor Administrative Agent has been appointed, the Lenders may perform all the duties of the Administrative Agent hereunder and the Borrowers shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be a commercial bank having capital and retained earnings of at least ​. Upon the acceptance of any appointment as

Successor Agent. The Agent may resign at any time by giving written notice thereof to the [[Organization B:Organization]] and [[Organization A:Organization]], such resignation to be effective upon the appointment of a successor Agent or, if no successor Agent has been appointed, forty-five days after the retiring Agent gives notice of its intention to resign. The Agent may be removed at any time with or without cause by written notice received by the Agent from the Required [[Organization B:Organization]], such removal to be effective on the date specified by the Required [[Organization B:Organization]]. Upon any such resignation or removal, # the Agent that has resigned or been removed shall no longer receive the administrative agent fees previously agreed to by [[Organization A:Organization]] and the Agent and # the Required [[Organization B:Organization]] shall have the right (with, so long as no Default or Unmatured Default exists with respect to [[Organization A:Organization]], the consent of [[Organization A:Organization]], which shall not be unreasonably withheld or delayed) to appoint, on behalf of [[Organization A:Organization]] and the [[Organization B:Organization]], a successor Agent. If no successor Agent shall have been so appointed by the Required [[Organization B:Organization]] within thirty days after the resigning Agent’s giving notice of its intention to resign, then the resigning Agent may appoint, on behalf of [[Organization A:Organization]] and the [[Organization B:Organization]], a successor Agent. Notwithstanding the previous sentence, the Agent may at any time without the consent of any Lender but with the consent of [[Organization A:Organization]], not to be unreasonably withheld or delayed, appoint any of its Affiliates which is a commercial bank as a successor Agent hereunder. If the Agent has resigned or been removed and no successor Agent has been appointed, the [[Organization B:Organization]] may perform all the duties of the Agent hereunder and [[Organization A:Organization]] shall make all payments in respect of their respective Obligations to the applicable Lender and for all other purposes shall deal directly with the [[Organization B:Organization]]. No successor Agent shall be deemed to be appointed hereunder until such successor Agent has accepted the appointment. Any such successor Agent shall be a commercial bank having capital and retained earnings of at least $100,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Agent. Upon the effectiveness of the resignation or removal of the Agent, the resigning or removed Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. After the effectiveness of the resignation or removal of an Agent, the provisions of this Article X shall continue in effect for the benefit of such Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Agent hereunder and under the other Loan Documents. In the event that there is a successor to the Agent (by merger or resignation or removal), or the Agent assigns its duties and obligations to an Affiliate pursuant to this Section 10.12, then the term “Prime Rate” as used in this Agreement shall mean the prime rate, base rate or other analogous rate of the new Agent.

Agent. For purposes of this Agreement, the term “Agent” of the Company means any person who: # is or was a director, officer, employee, agent, or other fiduciary of the Company or a subsidiary of the Company; or # is or was serving at the request or for the convenience of, or representing the interests of, the Company or a subsidiary of the Company, as a director, officer, employee, agent, or other fiduciary of a foreign or domestic corporation, partnership, joint venture, trust or other enterprise. References to “serving at the request of the Company” shall include, but not be limited to, any service as a director, officer, employee or agent of the Company or any other entity which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries, including as a deemed fiduciary thereto.

Successor to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this Agreement.

Successor and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. However, neither this Agreement nor any of the rights of the parties hereunder may otherwise be transferred or assigned by any party hereto without the prior written consent of the other party. Any attempted transfer or assignment in violation of this Section 9 shall be void.

Successor and Assigns. This Agreement is intended to bind and inure to the benefit of and be enforceable by Executive and the Company and their respective successors, heirs and assigns. Executive hereby consents to the assignment of this Agreement to any of Company’s successors, assigns, or purchasers of its assets.

If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that # the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or # the applicable supervisor or administrator of LIBOR or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR shall no longer be made available or used for determining interest rates for loans (such specific date, the “LIBOR Scheduled Unavailability Date”), then the Administrative Agent and the Borrowers shall endeavor to select an alternate benchmark interest rate (including any credit spread or other adjustments to such alternate benchmark (if any) incorporated therein) to replace the Eurodollar Rate for purposes of this Agreement (such rate, the “Eurodollar Successor Rate”).

Successor and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Subject to [Section 7(g)], with respect to the Escrow Agent, no party may assign any of its rights or obligations hereunder without the prior written consent of the other parties hereto, which consent shall not be unreasonably withheld or delayed. No assignment shall relieve the assigning party of any of its obligations hereunder.