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).
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.
Pari Passu Priority. Subject to Section 7, each of the Obligors and each -District [[Organization F:Organization]] agrees that all Liens and whatever other right, title or interest (if any) any such -District [[Organization F:Organization]] may have at any time in or to any Collateral as security for the -District 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. Subject to Section 7, each of the Obligors and Aegis agree that all Liens and whatever other right, title or interest (if any) Aegis may have at any time in or to any Collateral as security for the Aegis 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 the -District Creditors in or to any such Collateral as security for the -District 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 the -District Creditors to create or perfect any such Lien, right, title or interest.
Restrictions on Collection and Enforcement. Each -District [[Organization F:Organization]] agrees that it shall not commence or join in any action against any Obligor relating to the collection or enforcement of the -District 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 -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).
Any payment by, or any distribution of assets or properties of, any Obligor of any kind or character, whether in cash, property or securities, # to which the -District Creditors would be entitled except for the terms and provisions of this Agreement shall be paid or delivered by the Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to Aegis and to the -District Creditors to the extent necessary to make the all payments and recoveries Pari Passu Debt paid and applied ratably and proportionately amongst and between Aegis and the -District Creditors with respect to all outstanding Pari Passu Debt on the basis of the respective Pari Passu Percentages of Aegis and the -District [[Organization F:Organization]] or # to which Aegis would be entitled except for the terms and provisions of this Agreement shall be paid or delivered by the Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to Aegis and to the -District Creditors to the extent necessary to make the Pari Passu Debt paid and applied ratably and proportionately amongst and between Aegis and the -District Creditors with respect to all outstanding Pari Passu Debt on the basis of the respective Pari Passu Percentages of Aegis and the -District Creditors.
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