vote on any plan of reorganization and make any filings and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Pari Passu Debt and the Collateral, including without limitation in relation to the provisions of this Agreement relating to the relative rights of Aegis and the ​-District Creditors to the allocation of payments, Distributions, and recoveries payable on account of the Pari Passu Debt (including from the Collateral and the proceeds thereof); and/or

Restrictions on Collection and Enforcement. Each Pari Passu Creditor agrees that it shall not commence or join in any action against any Obligor relating to the collection or enforcement of the Pari Passu Debt (including any remedies with respect to Collateral), except # if requested by Aegis in its capacity as Agent under [Section 4(b) or (y)] in accordance with Section 4(f) upon the appointment of a Successor Agent; provided, notwithstanding anything to the contrary set forth in this Agreement, 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 (including from the Collateral and the proceeds thereof).

In the event that, notwithstanding the foregoing, any payment by, or distribution of assets or properties of, any Obligor of any kind or character, whether in cash, property or securities, shall be directly or indirectly received by # a Pari Passu Creditor, in excess of the amount which the Pari Passu Creditor is entitled to receive pursuant to the foregoing clauses # and/or # in order to make the Pari Passu Debt paid and applied ratably and proportionately amongst and between the Pari Passu Creditors with respect to all outstanding Pari Passu Debt on the basis of the respective Pari Passu Percentages, the receiving Pari Passu Creditor shall promptly deliver such payment to the other Pari Passu Creditors for application to payment of the remaining unpaid Pari Passu Debt and until so delivered to the other Pari Passu Creditors will be held by the receiving Pari Passu Creditor in trust as the property of the other Pari Passu Creditors.

Prohibited Payments. Each Pari Passu Creditor hereby agrees that in the event any Obligor makes any payment to any Pari Passu Creditor or any Affiliate thereof (including any payment received as proceeds of any Collateral for Pari Passu Debt), or any other distribution of any property, on account of any Pari Passu Debt which payment or other distribution is # in excess of the amount of any payment or distribution which such Pari Passu Creditor is permitted to receive under the terms of this Agreement at the time such payment or distribution is received or # expressly prohibited under this Agreement (collectively, “Prohibited Pari Passu Payments”), such Pari Passu Creditor will # notify Aegis of the occurrence of such Prohibited Pari Passu Payment promptly and in no event later than three (3) Business Days of the occurrence of such Prohibited Pari Passu Payment, and # the Pari Passu Creditor shall be required to cure such Prohibited Pari Passu Payment, in cooperation with Aegis, such that the full amount of the Prohibited Pari Passu Payment will be re-distributed as follows: # First, to the Pari Passu Creditor that received the Prohibited Pari Passu Payment, in an amount up to the portion of such Prohibited Pari Passu Payment, if any, which would have constituted a Permitted Pari Passu Payment if such portion had been the only payment, distribution or recovery received by such Pari Passu Creditor or its Affiliate on account of the Pari Passu Debt on the date such Prohibited Pari Passu Payment occurred, as payment against the outstanding Pari Passu Debt due and payable and permitted to be paid under this Agreement (at the time the Prohibited Pari Passu Payment was received); # Second, to each of the other Pari Passu Creditors, in an amount up to the remaining portion of such Prohibited Pari Passu Payment, if any, that would have constituted a Permitted Pari Passu Payment if such payments had been made to the Pari Passu Creditors, as payment against the outstanding Pari Passu Debt due and payable and permitted to be paid under this Agreement (determined as of the time the Prohibited Pari Passu Payment was received); # Third, # to Pari Passu Creditors ratably and proportionately with respect to all outstanding Pari Passu Debt on the basis of the respective Pari Passu Percentages of Pari Passu Creditors, or # solely to the extent the Prohibited Pari Passu Payment constitutes Net Cash Proceeds of an Other Prepayment Event or Spirits Business Net Cash Proceeds of a Permitted Sale, to the Pari Passu Creditors ratably and proportionately with respect to all outstanding Pari Passu Debt on the basis of the respective Pari Passu Percentages of the Pari Passu Creditors.

Contesting Liens and Provisions of this Agreement. Aegis and each ​-District [[Organization F:Organization]] 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 [[Organization F:Organization]] 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).

Restriction on Transfer of Pari Passu Debt. Each Pari Passu Creditor agrees not to assign or transfer all or any part of the Pari Passu Debt or any claim which such Pari Passu Creditor may have against any Obligor except pursuant to an agreement which is expressly made subject to all terms and provisions of this Agreement.

“Pari Passu Debt” means, # prior to the Pari Passu Date, collectively, all of the Aegis Debt and all of the ​-District Debt, and # after the Pari Passu Date, collectively, all of the Aegis Debt, all of the ​-District Debt and all of the 2024 Debt.

“Permitted Pari Passu Secured Refinancing Debt” means any Credit Agreement Refinancing Indebtedness that is Pari Passu Lien Debt.

Continuing Agreement; Termination of Agreement; Reinstatement. This Agreement shall continue in full force and effect unless and until all of the Pari Passu Debt and the 2024 Debt shall be Paid in Full, and shall automatically terminate if and when all of the Pari Passu Debt and the 2024 Debt shall be Paid in Full. In furtherance of the foregoing, this Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment of any of the Pari Passu Debt or the 2024 Debt, in whole or in part, is rescinded or must otherwise be restored or refunded by a holder of the Pari Passu Debt or the 2024 Debt, as applicable, as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made.

if any Proceeding has been commenced by or against any Obligor, file a claim or statement of interest with respect to such portion of the Pari Passu Debt owing to such Pari Passu Creditor;