definiens: ( as defined in the Collateral Agreement ), [COMPANY] may exercise all remedie s granted under the Collateral Agreement . Collegium and Newco jointly and severally represent and agree that each of them have no legal or equitable property interest ( as that term is used in 11 USC Section 541 ) in the thirty -two and one -half percent ( 32.5 % ) or twenty -two and one -half percent ( 22.5 % ), as applicable, of Newco Deposits allocable to [COMPANY] ( the ), and only have a contractual right to refund pursuant to the last sentence of this Section 7.7(b)(ii ) . In any bankruptcy, insolven cy or similar proceedings commenced by or against Newco or Collegium, or any of their respective Affiliates, the [COMPANY] Deposits shall not be part of Newco ’s or Collegium ’s, or any of their Affiliates ’, respective estates . Further, Collegium and Newco joi ntly and severally forever waive any rights in or claim to the [COMPANY] Deposits and covenant ( A ) that neither of them will ever contest the representations and waivers contained herein with respect to the [COMPANY] Deposits and ( B ) not to commence, directly or indirectly, or join any claim, complaint, action, suit or proceeding with respect to any right to the [COMPANY] Deposits, including but not limited to whether the [COMPANY] Deposits are part of the estates of any of Newco or Collegium, or any of their respe ctive Affiliates