Appointment of Aegis as Agent; Limitations on Rights of Agent. Each Bigger-District Creditor hereby irrevocably appoints, designates and authorizes Aegis, as its Agent to (i) take (or determine not to take) any of the actions described in Section 4(a) on such Bigger-District Creditor’s behalf with respect to such Bigger-District Creditor’s share of the Pari Passu Debt and (ii) to exercise such powers and perform such duties as are permitted by the terms of this Agreement, together with such powers as are reasonably incidental thereto, in each case subject to and in accordance with the provisions of this Section 4; provided, notwithstanding anything to the contrary set forth in this Agreement, that without the prior written consent of the Bigger-District Creditors, neither Agent nor any agent, employee or attorney-in-fact of Agent acting on behalf of Agent in executing any of the rights granted to Agent as Agent under this Section 4 shall be permitted to (i) amend or modify any term or provision of any of the Bigger-District Note Documents; (ii) exercise any right under any provision of any A&R Bigger-District Note to convert the principal and/or accrued and unpaid interest under such A&R Bigger-District Note into shares of Eastside’s common stock; (iii) release any liability or obligations of any Obligor owing to any Bigger-District Creditor under the Bigger-District Note Documents unless such release is effected in connection with an Enforcement Action brought by Agent in accordance with this Section 4 pursuant to which all of the Bigger-District Debt is Paid in Full prior to such release; (iv) subject to Section 7, release any Lien or other security interest in the Collateral granted to the Bigger-District Creditors under the Bigger-District Note Documents or hereunder unless such release is effected in connection with an Enforcement Action brought by Agent in accordance with this Section 4 pursuant to which all of the Bigger-District Debt is Paid in Full prior to such release; or (v) change the ranking or priority of the Bigger-District Debt; provided further, that (i) in taking (or determining not to take) any action described in Section 4(a) on behalf of Bigger-District Creditors with respect to their respective share of the Pari Passu Debt and (ii) in exercising and/or performing any powers or duties in its capacity as Agent on behalf of the Bigger-District Creditors with respect to their share of the Pari Passu Debt under this Section 4, Agent shall do so in good faith and otherwise in accordance with the terms...
