Other Intercreditor Arrangements. Except for any “Permitted Liens” under and as defined in the Pari Passu Note Documents as in effect on the Effective Date, the Pari Passu Creditors agree not to enter into any agreement with another creditor of ​ or any other Obligor to subordinate any Liens of any Pari Passu Creditor in any Collateral under the Pari Passu Note Documents to the Lien of such other creditor in the Collateral without the prior written consent of all Pari Passu Creditors.

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.

Intercreditor Arrangements. (a) It is the intention and agreement of the parties hereto that this Agreement constitute the “Term Loan Agreement” under the Intercreditor Agreement, and that the Administrative Agent constitute the “Term Loan Representative” under the Intercreditor Agreement. ​ acknowledge that the obligations of the Borrower under the ABL Documents are secured by Liens on assets of the Loan Parties that constitute Collateral and that the relative Lien priority and other creditor rights of the Secured Parties hereunder and the secured parties under the ABL Documents will be set forth in the Intercreditor Agreement. Each Lender hereby acknowledges that it has received a copy of the Intercreditor Agreement. Each Lender hereby irrevocably # consents to the subordination of the Liens on the ABL Facility First Priority Collateral securing the Obligations on the terms set forth in the Intercreditor Agreement, # authorizes and directs the Administrative Agent to execute and deliver the Intercreditor Agreement and any documents relating thereto, in each case on behalf of such Lender and without any further consent, authorization or other action by such Lender, # agrees that, upon the execution and delivery thereof, such Lender will be bound by the provisions of the Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of the Intercreditor Agreement and # agrees that no Lender shall have any right of action whatsoever against the Administrative Agent as a result of any action taken by the Administrative Agent pursuant to this [Section 10.19] or in accordance with the terms of the Intercreditor Agreement. Each Lender hereby further irrevocably authorizes and directs the Administrative Agent # to take such actions as shall be required to release Liens on the Collateral in accordance with the terms of the Intercreditor Agreement and # to enter into such amendments, supplements or other modifications to the Intercreditor Agreement in connection with any extension, renewal, refinancing or replacement of any Obligations or any Permitted ABL Debt as are reasonably acceptable to the Administrative Agent to give effect thereto, in each case on behalf of such Lender and without any further consent, authorization or other action by such Lender. The Administrative Agent shall have the benefit of the provisions of [Article IX] with respect to all actions taken by it pursuant to this [Section 10.19] or in accordance with the terms of the Intercreditor Agreement to the full extent thereof.

Interaction with Other Arrangements. The Retention Bonus is a special payment to you, and expressly supersedes and replaces [any amounts to which you may be entitled under that certain cash bonus letter agreement, dated as of ​, by and between you and the Company (the “Prior Bonus Agreement”)] [any other retention bonus opportunity to which you may be entitled under any other agreement with the Company]; provided, however, that, for the avoidance of doubt, the Retention Bonus does not supersede, replace or modify any compensation or payments payable to you under the Employment Agreement. Neither the Retention Bonus nor payment thereof will be taken into account in computing the amount of salary or compensation for purposes of determining any bonus, incentive, pension, retirement, death or other benefit under any other bonus, incentive, pension, retirement, insurance or other employee benefit plan of the Company or its affiliates, unless such plan or agreement expressly provides otherwise.

Intercreditor Agreement. The Intercreditor Agreement shall be invalidated or otherwise cease to constitute the legal, valid and binding obligations of the ABL Representation and ABL Secured Parties (as each such term is defined therein), enforceable in accordance with its terms, or the ABL Representative shall deny or contest the validity or enforceability of the Intercreditor Agreement (in each case, to the extent that any ABL Obligations (as defined in the Intercreditor Agreement) remain outstanding); or

Intercreditor Agreement. At the Closing, ​, Aegis, ​ and ​ will execute the Amended and Restated Intercreditor Agreement in the form annexed hereto as [Appendix D] (the “A&R Intercreditor Agreement”).

Intercreditor Agreement. Notwithstanding anything set forth in this Agreement to the contrary, the parties expressly acknowledge and agree that the Notes and the Obligations are subject to that certain Amended and Restated Intercreditor Agreement dated as of ​, by and among ​, ​ and wholly-owned subsidiary of the Obligor (“Craft Canning”), ​ (“Aegis”) (the “Intercreditor Agreement”), which Intercreditor Agreement sets forth the relative priorities of the Obligations with the indebtedness owing by the Obligor # to Aegis under that certain Amended and Restated Secured Promissory Note in the original principal amount of ​ dated as of ​ (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Aegis Note”), which Aegis Note amended and restated that certain Secured Promissory Note dated ​ in the original principal amount of ​ originally issued by the Obligor to Aegis pursuant to that certain Note Purchase Agreement dated as of ​ by and among the Obligor, Craft Canning, and Aegis (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Aegis Note Purchase Agreement”), # to ​ and ​, LP (collectively, “​/D2”) under those Amended and Restated Secured Convertible Promissory Notes dated ​, and # pursuant to any other Aegis Note Documents (as defined in the Intercreditor Agreement).

Intercreditor Agreement. To the extent that the provisions of the Intercreditor Agreement conflict with the provisions of this [Section 5.2], the provisions of the Intercreditor Agreement shall control.

Agency; Intercreditor. (i) Agent, Original Agent, Collateral Agent, Original Collateral Agent, the Majority Lenders and the Borrowers party to the Original Loan Agreement shall have entered into and delivered that certain Master Agreement Regarding Agency dated on or about the date hereof, and the conditions precedent to the resignation and succession transactions set forth therein shall have been satisfied; and # the Intercreditor Agreement and Security Agreement shall have been duly executed and delivered by the parties thereto.

No Limit on Other Compensation Arrangements. Nothing contained in the Plan shall prevent the Company or any Subsidiary from adopting or continuing in effect other compensation arrangements, which may, but need not, provide for the grant of Options, Restricted Stock, Shares and other types of Awards provided for hereunder (subject to shareholder approval as such approval is required), and such arrangements may be either generally applicable or applicable only in specific cases.