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Other Intercreditor Arrangements. Except for any “Permitted Liens” under and as defined in the A&R -District Notes as in effect on the Effective Date, the -District Creditors agree not to enter into any agreement with another of or any other Obligor to subordinate any Liens of any -District in any Collateral under the -District Note Documents to the Lien of such other in the Collateral without the prior written consent of Aegis. Except for any “Permitted Liens” under and as defined in the Aegis Note Documents as in effect on the Effective Date, Aegis agree not to enter into any agreement with another of or any other Obligor to subordinate any Liens of Aegis in any Collateral under the Aegis Note Documents to the Lien of such other in the Collateral without the prior written consent of the -District Creditors.

Restriction on Other Intercreditor Arrangements. Except forSecured Indebtedness and Liens. Without the prior written consent of Aegis and the -District Creditors (provided, however, that the consent of the -District Creditors will not be required at any Permitted Liens” under and as defined intime when all of the following two (2) conditions are met: # the A&R -District Notes ashave been Paid in effect onFull in their entirety and # the Effective Date,aggregate principal amount outstanding under the A&R -District Creditors agree not to enter into any agreement with another of or any other Obligor to subordinate any Liens of any -District in any Collateral under the -District Note Documents to the Lien of such other in the Collateral without the prior written consent of Aegis. Except for any “Permitted Liens” under and as defined in the Aegis Note Documents as in effect on the Effective Date, Aegis agree not to enter into any agreement with another of or any other Obligor to subordinate any Liens of Aegis in any Collateral under the Aegis Note Documents to the Lien of such other in the Collateral without the prior written consent of the -District Creditors.Unsecured Notes is less than ):

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