LLC Agreement and Exercise Agreement. Nothing in this Agreement shall in any way supersede, modify, replace, amend, rescind, waive, narrow or broaden any provision set forth in Section 7.02 of the LLC Agreement or the Exercise Agreement (including, without limitation, all representations, warranties, covenants and agreements therein contained) or any of the rights, remedies or obligations arising therefrom, it being understood that all such representations, warranties, covenants and agreements therein contained and all rights, remedies and obligations arising therefrom shall survive the execution and delivery of this Agreement and the doctrine of merger shall not apply hereto or thereto. Blocker Parent makes no and disclaims all warranties with respect to the Blocker Interests except to the extent expressly set forth in Section 7.02 of the LLC Agreement or the Exercise Agreement.

Employment Agreement Supersedes Award Agreement. In the event a Participant is a party to an employment agreement with the Company or an Affiliate that provides for an annual incentive opportunity on terms more favorable to the Participant than the Participant’s Annual Incentive Award under this Plan, the employment agreement shall be controlling with respect to such Award and an employment agreement or modification to an employment agreement shall be deemed to modify the terms of any pre-existing Annual Incentive Award only if the terms of the employment agreement expressly so provide.

Binding Agreement; Employee's Personal Agreement. This Agreement shall be binding upon and inure to the benefit of Employee and his heirs and legal representatives and the Company and its successors and assigns. Employee's rights and obligations under this Agreement are personal and may not be assigned or transferred in whole or in part by Employee.

Effect of Agreement; Entire Agreement. The Corporation and You understand and agree that this Agreement is intended to reflect their agreement only with respect to payments and benefits upon termination in certain cases and is not intended to create any obligation on the part of either party to continue employment. This Agreement supersedes any and all other oral or written agreements or policies made relating to the subject matter hereof and constitutes the entire agreement of the parties relating to the subject matter hereof; provided that this Agreement shall not supersede or limit in any way Your rights under any benefit plan, program or arrangements in accordance with their terms.

Complete Agreement; Original Employment Agreement. This Agreement is the entire agreement of the parties with respect to the subject matter hereof, and supersedes and replaces any and all prior agreements among the Corporation and the Employee with respect to the matters covered herein, including without limitation the Original Employment Agreement. The Employee acknowledges and agrees that the Employee has no right or claim to any other compensation or benefits under any such prior agreements, including the Original Employment 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.

Credit Agreement. The Administrative Agent shall have received this Agreement executed and delivered by the Administrative Agent, the Borrower and each Lender party hereto on the Closing Date.

Award Agreement. Each Award shall be evidenced by an Award Agreement stating the terms and conditions applicable to such Award, consistent with the requirements of the Plan and any applicable Program.

Entire Agreement. This Agreement (including the Appendix) constitutes the entire understanding and agreement of the Parties with respect to the subject matter of this Agreement, supersedes any prior understandings or agreements with respect to such subject matter, and the Parties agree and affirm that there are no agreements, understanding, restrictions, representations or warranties between the Parties with respect to the subject matter of this Agreement other than those set forth or provided in this Agreement.

Entire Agreement. This Agreement contains and represents the entire and complete understanding and agreement concerning and in reference to the arrangement between the parties hereto. The parties hereto agree that no prior statements, representations, promises, agreements, instructions, or understandings, written or oral, pertaining to this Agreement, other than those specifically set forth and stated herein, shall be of any force or effect.