This Agreement (including all schedules and exhibits hereto and Sales Notices issued pursuant hereto) and any Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Manager with respect to the subject matter hereof; provided , however , that the Engagement Agreement, dated April 30, 2016, between the Company and Manager (“ Engagement Agreement ”) shall continue to be effective and the terms therein shall continue to survive and be enforceable by the Manager in accordance with its terms, provided that, in the event of a conflict between the terms of the Engagement Agreement and this Agreement, the terms of this Agreement shall prevail.