This Agreement supersedes any and all prior Agreements or understandings between the parties, including letters of intent or understanding, except for those documents specifically referred to within this Agreement.

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.

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 ​ 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.

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.

enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage any other person that engages, or offers or proposes to engage, in any of the foregoing; or

Material Contract. “Material Contract” means any and all agreements, contracts, arrangements, understandings, leases, commitments or otherwise, providing for potential payments by or to the company in excess of ​, and the amendments, supplements and modifications thereto.