Understandings or Arrangements. Such Purchaser is acquiring the Securities as principal for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Shelf Registration Statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business.

Understandings. Employee hereby acknowledges and agrees that the Company informed her that the restrictions contained in this Article 5 would be required as part of the terms and conditions of her employment under this Agreement; that she signed and returned this Agreement to the Company prior to commencing employment under the terms of this Agreement; that she has carefully considered the restrictions contained in this Agreement and that they are reasonable; and that the restrictions in this Agreement will not unduly restrict her in securing other employment in the event of a termination from the Company; and that the Promotion Bonus in Section 2.3 amount to valuable consideration, to which Employee would not otherwise be entitled, to support enforcement of the restrictions contained in this Article 5.

Entire Agreement. This Agreement sets forth all of the promises, agreements, conditions, understandings, warranties and representations among the Parties with respect to the transactions contemplated hereby and thereby, and supersedes all prior agreements, arrangements and understandings between the Parties, whether written, oral or otherwise.

This Agreement contains the entire agreement of the parties and supersedes all prior agreements, understandings and arrangements with respect to the subject matter hereof.

enter into any negotiations, agreements, arrangements or understandings with any Third Party with respect to the matters set forth in this [Section 4]; or

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 [[Organization F:Organization]] of ​ or any other Obligor to subordinate any Liens of any ​-District [[Organization F:Organization]] in any Collateral under the ​-District Note Documents to the Lien of such other [[Organization F:Organization]] 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 [[Organization F:Organization]] 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 [[Organization F:Organization]] in the Collateral without the prior written consent of the ​-District Creditors.

This Agreement and the Cash Management Agreement and the Deposit Account Control Agreement, collectively, create a valid and continuing security interest (as defined in the Uniform Commercial Code of the State of New York) in the Cash Management Account and the Deposit Account in favor of the Agent for the benefit of the Lender, and each such security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of each Borrower. Other than in connection with the Loan Documents and except for Permitted Encumbrances, none of the Borrowers has sold, pledged or otherwise transferred or conveyed any of its rights or interests in the Cash Management Account or the Deposit Account;

Post-Closing Arrangements. For a period of five (5) years following the Closing Date, but subject to [Section 7.6], # the Holding Corporation agrees to, and agrees to cause its Affiliates to, name Purchaser (or one of its Affiliates) as broker of record on all insurance policies of Seller included in the 2016 LTM Revenue except for any bank-owned life insurance policies, and # the Holding Corporation agrees that it will not, and it will cause its Affiliates to not, terminate or materially reduce their respective business relationships with Purchaser or its Affiliates in favor of any other insurance broker. For all other lines of insurance of the Holding Corporation being serviced at Closing by insurance brokers other than Purchaser or any of its Affiliates (other than

Entire Understanding. This Agreement sets forth the entire agreement and understanding of the Parties hereto and supersede any and all prior agreements, arrangements and understandings among the Parties.