Existing Agreement. Evidence to the satisfaction of the Administrative Agent of the termination of the Existing Agreement and payment of all amounts due under the Existing Agreement which have not heretofore been paid; and

Confidentiality Agreement. Executive hereby affirms Executive’s obligations under that certain At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement or other confidentiality agreement by and between the Company and Executive (the “Confidentiality Agreement”). The Confidentiality Agreement shall survive the termination of this Agreement and Executive’s employment with the Company for the applicable period(s) set forth therein. Notwithstanding the foregoing, in the event of any conflict between the terms of the Confidentiality Agreement and the terms of this Agreement, the terms of this Agreement shall prevail.

Confidentiality Agreement. The Company hereby agrees that the [[Icahn Group:Organization]] Designee is permitted to and may provide confidential information subject to and in accordance with the terms of the Confidentiality Agreement. During the Company Standstill Period, the Board shall not adopt a policy precluding members of the Board from speaking to Mr. [[Icahn Group:Organization]], and if asked by any Board member, the Company will advise such Board member that he or she may speak to Mr. [[Icahn Group:Organization]] (but subject to the Confidentiality Agreement), if they are willing to do so (but may caution them regarding specific matters, if any, that involve conflicts between the Company and the [[Icahn Group:Organization]]). “Confidentiality Agreement” means the Confidentiality Agreement, dated May 12, 2016, between the Company, [[Person A:Person]] and each of the other persons listed in [Schedule A] thereto.

Executive understands that prior to and during the Term, he has had and shall continue to have access to nonpublic information both of a technical and non-technical nature, relating to the business of the Company or any of its parents, subsidiaries, divisions or affiliates (collectively, “Affiliated Entities”), or clients, including without limitation any of their actual or anticipated business, research or development, any of their technology or the implementation or exploitation thereof, including without limitation information Executive and others have collected, obtained or created, information pertaining to clients, accounts, vendors, prices, costs, materials, processes, codes, material results, technology, system designs, system specifications, materials of construction, trade secrets or equipment designs, including information disclosed to the Company or any of its Affiliated Entities by others under agreements to hold such information confidential (collectively, the “Confidential Information”). Executive agrees to observe all policies and procedures of the Company and its Affiliated Entities concerning such Confidential Information. Executive further agrees not to disclose or use, either during his employment or at any time thereafter, any Confidential Information for any purpose, including without limitation any competitive purpose, unless authorized to do so by the Board in writing, except that he may disclose and use such information in the good faith performance of his duties for the Company. Executive’s obligations under this Agreement will continue with respect to Confidential Information, whether or not his employment is terminated, until such information becomes generally available from public sources through no fault of Executive or any representative of Executive. Notwithstanding the foregoing, however, Executive shall be permitted to disclose Confidential Information as may be required by a subpoena or other governmental order, provided that he first notifies the Company of such subpoena, order or other requirement such that the Company has the opportunity to obtain a protective order or other appropriate remedy.

Existing Credit Agreement. Evidence of the payment in full and cancellation of each Existing Agreement, including terminations of Uniform Commercial Code and other financing statements filed in connection with each Existing Agreement and evidence of Lien releases and other related matters on terms acceptable to Administrative Agent.

Each Bank which is a Bank party to the Existing Credit Agreement and ​ acknowledge that the commitments under the Existing Credit Agreement will be amended and restated pursuant to this Agreement on the Closing Date, and each such Bank hereby waives any requirement of the Existing Credit Agreement that ​ give any notice of such amendment and restatement. In connection with such amendment and restatement, each Bank and ​ acknowledge that # the commitments of each Bank under the Existing Credit Agreement which is not party to this Agreement will terminate on the Closing Date and # with respect to such termination, the notice requirements under [subsection 2.7] of the Existing Credit Agreement are hereby waived.

Existing Credit Agreement. Lenders that are parties to the Existing Agreement (and which constitute “Required Lenders” under and as defined in the Existing Agreement) hereby waive the three (3) Business Days’ notice requirement set forth in [Section 2.5.2] of the Existing Agreement for terminating the “Commitments” under the Existing Agreement.

Existing Credit Agreement Superseded. This Credit Agreement shall supersede the Existing Credit Agreement in its entirety, except as provided in this [Section 11.25]. On the Closing Date, the rights and obligations of the parties under the Existing Credit Agreement and the “Notes” defined therein shall be subsumed within and be governed by this Credit Agreement and the Notes; provided, however, that # any of the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall, for purposes of this Credit Agreement, be Loans hereunder # this Credit Agreement shall not in any way release or impair the rights, duties or obligations created pursuant to the Existing Credit Agreement or any other Credit Document (as defined in the Existing Credit Agreement) or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties and obligations are assumed, ratified and affirmed by the Borrowers; and # the execution, delivery and effectiveness of this Credit Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Administrative Agent under the Existing Credit Agreement, or constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby. The Revolving Loan Lenders’ interests in the Revolving Loans and participations in the Letters of Credit shall be reallocated on the Closing Date in accordance with each Revolving Loan [[Organization A:Organization]]’s applicable Revolving Loan Commitment, and the Revolving Loan Lenders shall make such purchases of Revolving Loans from each other as are necessary to effect such reallocation. On the Closing Date, # the loan commitments of each [[Organization A:Organization]] that is a party to the Existing Credit Agreement but is not a party to this Credit Agreement (an “Exiting [[Organization A:Organization]]”) will be terminated, all outstanding obligations owing to the Exiting Lenders on the Closing Date will be repaid in full, and each Exiting [[Organization A:Organization]] will not become a [[Organization A:Organization]] under this Credit Agreement, # each Person listed on [Exhibit 1.1](a) attached to this Credit Agreement shall be a Revolving Loan [[Organization A:Organization]] under this Credit Agreement with the applicable Revolving Loan Commitment set forth opposite its name on such [Exhibit 1.1](a), and (C) each Person listed on [Exhibit 1.1](b) attached to this Credit Agreement shall be an Issuing [[Organization A:Organization]] with the LOC Commitment set forth opposite its name on such [Exhibit 1.1](b).

Amendment to Existing Agreement. The Existing Agreement is hereby amended as follows:

Finally, your existing Confidentiality, Non-Competition, Non-Solicitation Agreement, and Arbitration Agreement will remain in effect.