Commitment Fees. Borrower agrees to pay to Administrative Agent for the account of each Lender in accordance, subject to Section 12.22, with its Applicable Percentage, a commitment fee on # the daily average unused amount of the Revolving Credit Commitment of such Lender plus # the daily average unused amount of the Term Loan Commitment of such Lender, in each case, for the period from and including the date of this Agreement to and including the Maturity Date (including at any time during which one or more of the conditions in Article 5 is not met), at a rate equal to the Applicable Margin for the “Commitment Fee” then in effect as determined by reference to the table set forth in the definition of “Applicable Margin” in Section 1.1. For the purpose of calculating the commitment fee hereunder, the Commitment of each Revolving Credit Lender shall be deemed utilized by the amount of all outstanding Revolving Credit Loans and L/C Obligations, but not by the amount of any outstanding Swing Line Loans, owing to such Revolving Credit Lender whether directly or by participation. Accrued commitment fees shall be payable quarterly in arrears on the first day of

The definition of the Commitment Period as set forth in [Annex 1] (Definitions) of the Agreement shall be deleted and replaced in its entirety by the following definition:

Commitment Fee. In consideration of the Commitment, the Company agrees to pay to CoBank a commitment fee on the average daily unused available portion of the Commitment at the rate of 0.250% per annum (calculated on a 360-day basis), payable quarterly in arrears by the 20th day following each calendar quarter. Such fee will be payable for each quarter (or portion thereof) occurring during the original or any extended term of the Commitment.

The time commitment is anticipated to amount to approximately 3 full day Board meetings p.a. and the related preparatory work, with the possibility of additional Board meetings to address significant matters as they arise.

SpinCo Voting Commitment. During the SpinCo Standstill Period (as defined in the Existing Settlement Agreement), unless SpinCo has materially breached the Existing Settlement Agreement and failed to cure within five business days following receipt of written notice from the [[Icahn Group:Organization]] specifying such breach, the [[Icahn Group:Organization]] shall # cause, in the case of all Voting Securities of SpinCo owned of record, and # instruct the record owner, in the case of all shares of Voting Securities of SpinCo Beneficially Owned but not owned of record, directly or indirectly, by it, or by any [[Icahn Group:Organization]] Affiliates, as of the record date for all future meetings of stockholders of SpinCo (whether annual or special and whether by vote or written consent) at which directors are elected and an [[Icahn Group:Organization]] Designee (as defined in the Existing Settlement Agreement) is on SpinCo’s slate of nominees, in each case that are entitled to vote at all such future meetings of stockholders of SpinCo or at any adjournments or postponements thereof, to be present for quorum purposes and to be voted # for all directors nominated by the [[Organization A:Organization]] of SpinCo (the “SpinCo Board”) for election at all such meetings of stockholders of SpinCo and # against any directors proposed that are not nominated by the SpinCo Board for election at all such meetings of stockholders of SpinCo. Except as provided in the foregoing sentence, the [[Icahn Group:Organization]] shall not be restricted from voting “For”, “Against” or “Abstaining” from any other proposals at such future meetings of stockholders of SpinCo. As used in this Agreement, the term “Existing Settlement Agreement” means the Agreement dated January 28, 2016, by and among the Company and the entities listed on [Schedule A] thereto.

Revolving Loan Commitment. Upon the satisfaction of the applicable conditions precedent set forth in Article V, from and including the Restatement Effective Date and prior to the Termination Date applicable to the Revolving Loan Lenders, each Revolving Loan Lender severally and not jointly agrees, on the terms and conditions set forth in this Agreement, to make revolving loans to the Borrowers from time to time, in any Agreed Currency, in a Dollar Amount not to exceed such Lender’s Revolving Pro Rata Share of Revolving Credit Availability at such time (each individually, a “Revolving Loan” and, collectively, the “Revolving Loans”); provided, however, that, except as permitted under Section 2.4(B), (i) (x) at no time shall the Dollar Amount of the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment, # at no time shall the Dollar Amount of such Lender’s Revolving Credit Obligations exceed such Lender’s Revolving Loan Commitment, or # at no time shall the Dollar Amount of the Revolving Credit Obligations denominated in Agreed Currencies other than Dollars exceed the Foreign Currency Sublimit and # at no time shall the Facility Obligations Amount exceed the Collateral Value Amount. Subject to the terms of this Agreement, the Borrowers may borrow, repay and reborrow Revolving Loans at any time prior to the Termination Date applicable to the Revolving Loan Lenders. The Revolving Loans made pursuant to this Section 2.1 to ​ shall be, at the option of ​, selected in accordance with Section 2.7, either Floating Rate Advances in Dollars or Eurocurrency Rate Advances in any Agreed Currency. The Revolving Loans made pursuant to this Section 2.1 to the Subsidiary Borrower shall be Eurocurrency Rate Advances in any Agreed Currency. On the Termination Date applicable to the Revolving Loan Lenders, the Borrowers shall repay in full the outstanding principal balance of the Revolving Loans. “Revolving Loans” (under and as defined in the Existing Credit Agreement) outstanding on the Restatement Effective Date immediately before giving effect to the amendment and restatement of the Existing Credit Agreement shall continue as Revolving Loans hereunder as more specifically described in the Third Amendment and Restatement Agreement.

Standby Commitment Fee. Commencing August 15, 2015, at the end of each three months of the loan term and at maturity, Borrower shall pay to Lender a standby commitment fee equal to one quarter of one percent (0.25%) per annum of the difference between # the total amount for which Lender was committed to advance on the line of credit hereunder during the preceding three months and # the average daily principal amount outstanding and owing by Borrower on the line of credit during such period.

The Commitment of each Lender shall be automatically reduced to zero on the Termination Date of such Lender. In addition, the Company shall have the right, upon at least three Business Days’ notice to the [[Person A:Person]], to terminate in whole or reduce ratably in part the unused portions of the respective Commitments of the Lenders, provided that the Company may condition any such notice upon the consummation of an acquisition, disposition, financing or other event, provided further that # the Total Commitments shall not be reduced pursuant to this sentence to an amount which is less than the Total Outstandings, # each partial reduction shall be in an aggregate amount of at least $10,000,000 and # a reduction in the Commitments shall not be allowed if, as a result thereof, the Commitments would be reduced to an amount which is less than the sum of the Total Dollar Swing Loan Commitments plus the Total Multicurrency Swing Loan Commitments plus the Letter of Credit Facility. Each Commitment reduction pursuant to this [Section 2.06(a)(i)] shall be permanent (subject, however, to the rights of the Company under [Section 2.06(b)]).

Alternate Investor’s Commitment. Subject to [Section 2.2(b)] concerning Reinvestments, at no time will a Conduit Investor have any obligation to fund an Investment or Reinvestment. At any time when all Conduit Investors in a Purchaser Group have rejected a request for Investment or a Conduit Investor has failed to make an Investment in connection with an Investment Request it has accepted (or the portion thereof determined by the Related [[Organization B:Organization]]), the Related [[Organization B:Organization]] shall so notify the Related Alternate Investors and such Alternate Investors shall make such Investment, on a pro rata basis, in accordance with their respective Special Pro Rata Shares. Notwithstanding anything contained in this [Section 2.3(c)] or elsewhere in this Agreement to the contrary, no Alternate Investor shall be obligated to provide any [[Organization B:Organization]] or the SPV with funds in connection with an Investment in an amount that would result in the portion of the Net Investment then funded by it exceeding its Allocable Portion of Maximum Net Investment then in effect (minus the unrecovered principal amount of such Alternate Investor’s investment in the Asset Interest pursuant to the Program Support Agreement to which it is a party). The obligation of each Alternate Investor to remit its Special Pro Rata Share of any such Investment shall be several from that of each other Alternate Investor, and the failure of any Alternate Investor to so make such amount available to the Related [[Organization B:Organization]] shall not relieve any other Alternate Investor of its obligation hereunder.

Voluntary Prepayments/Commitment Reductions. (a) Voluntary Prepayments. (i) At any time and from time to time, the Borrower may, without premium or penalty but subject to compliance with the conditions set forth in this [Section 2.12(a)] and with [Section 2.17(c)], prepay any Borrowing in whole or in part; provided that # each such partial voluntary prepayment of any Eurodollar Rate Borrowing shall be in an aggregate principal amount of $1,000,000 or an integral multiple of $500,000 in excess of such amount and # each such partial voluntary prepayment of any Base Rate Borrowing (including any Swing Line Loan or Protective Advance) shall be in an aggregate principal amount of $500,000 or an integral multiple of $100,000 in excess of such amount.