Expected Time Commitment. Warnke's performance of the Other Services will involve a variable time commitment through May 30, 2018. Warnke's manner and times of performance of the Other Services will be within his discretion and will not be dictated by the Company, but Warnke will devote sufficient time and attention to the Other Services so as to ensure their performance in an appropriate and timely manner and will participate in specific meetings or engagements within the scope of the Other Services at the agreed times and places. Additional, unanticipated time or expenses for Warnke's services provided to the Company will require the advance approval of the CEO or CFO and, if so approved, will be compensated upon submitting a written request to the Compensation Committee.

Company Voting Commitment. During the Company Standstill Period, unless the Company has materially breached this 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 the Company owned of record, and # instruct the record owner, in the case of all shares of Voting Securities of the Company Beneficially Owned but not owned of record, directly or indirectly, by it, or by any controlled Affiliates of the members of the [[Icahn Group:Organization]] (such controlled Affiliates, collectively and individually, the “[[Icahn Group:Organization]] Affiliates”), as of the record date for all future meetings of stockholders of the Company (whether annual or special and whether by vote or written consent) at which directors are elected and the [[Icahn Group:Organization]] Designee is on the Company’s slate of nominees, in each case that are entitled to vote at all such future meetings of stockholders of the Company or at any adjournments or postponements thereof, to be present for quorum purposes and to be voted # for all directors nominated by the Board for election at all such meetings of stockholders of the Company and # against any directors proposed that are not nominated by the Board for election at all such meetings of stockholders of the Company. 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 the Company.

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.

Monthly Commitment Reductions. Commencing on January 31, 2024, and occurring on the last day of each calendar month thereafter, the Revolver Commitment Amount shall be automatically reduced by $150,000.00 (the "MCR"), to the extent that the Revolver Commitment Amount after any such MCR reduction is less than the principal balance of the Revolver Note at such time, Borrowers shall make a principal payment in the amount of such difference to Bank. Such principal payment shall be in addition to the regularly scheduled interest payment. From time to time thereafter, the MCR will be subject to adjustment by the Bank in its discretion at each semi-annual Collateral Borrowing Base redetermination. To the extent the outstanding principal balance of the Revolver Note (including Letter of Credit Exposure) are in excess of the adjusted amount of the Revolver Commitment Amount, Borrowers shall make a mandatory principal prepayment on the Revolver Note in such amount as is necessary to reduce the outstanding principal balance of the Revolver Note (including Letter of Credit Exposure) to an amount less than or equal to the adjusted Revolver Commitment Amount, which such mandatory principal prepayment shall be made within five (5) days of the applicable MCR principal payment.

Revolving Loan Commitment. During the Revolving Commitment Period, subject to the terms and conditions hereof, each [[Lender:Organization]] severally agrees to make revolving loans to the [[Borrower:Organization]] from time to time on any Business Day in Dollars and/or any Alternative Currency (“Revolving Loans”) in an aggregate amount (expressed in the Dollar Amount thereof in the case of an Alternative Currency) up to but not exceeding such [[Lender:Organization]]’s Revolving Commitment; provided, that after giving effect to the making of any Revolving Loans in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect. Amounts borrowed pursuant to this Section 2.02(a) may be repaid and reborrowed during the Revolving Commitment Period. Each [[Lender:Organization]]’s Revolving Commitment shall expire on the Revolving Commitment Termination Date, and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Commitments shall be paid in full no later than such date.

Initial Commitment Fee. [[Organization B:Organization]] shall have issued to [[Organization A:Organization]] the Commitment Shares, or shall have paid the Initial Commitment Fee in cash (or any combination thereof), and shall have paid the initial structuring fee and legal fee, each in accordance with Section 11.04.

Final Commitment Fee. If [[Organization B:Organization]] has triggered the obligation to pay the Final Commitment Fee pursuant to Section 11.04, [[Organization B:Organization]] shall have wired, and [[Organization A:Organization]] shall have received, the Final Commitment Fee.

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.

Subject to the terms and conditions set forth herein, # each Issuing Bank agrees, in reliance upon the agreements of the Revolving Lenders set forth in this Section 2.04, # from time to time on any Business Day during the Revolving Commitment Period on or prior to the fifth Business Day prior to the Revolving Commitment Termination Date, to issue Letters of Credit for the account of the [[Borrower:Organization]], subject to satisfactory receipt of such information and documentation reasonably requested by the Administrative [[Agent:Organization]] or any [[Lender:Organization]] in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, or a Restricted Subsidiary (provided that any Letter of Credit issued for the benefit of any Restricted Subsidiary shall be issued for the account of the [[Borrower:Organization]] but such Letter of Credit shall indicate that it is being issued for the benefit of such Restricted Subsidiary) and to amend, renew or extend Letters of Credit previously issued by it, in accordance with Section 2.04(b) and (2) to honor drawings under the Letters of Credit; and # the Revolving Lenders severally agree to participate in such Letters of Credit and any drawings thereunder; provided that the Issuing Banks shall not be obligated to make any Letter of Credit Extension if, as of the date of such Letter of Credit Extension, # the Total Utilization of Revolving Commitments would exceed the Revolving Commitments, # the Total Utilization of Revolving Commitments of any Revolving [[Lender:Organization]], would exceed such [[Lender:Organization]]’s Revolving Commitment, # the Letter of Credit Usage would exceed the Letter of Credit Sublimit or # the Letter of Credit Usage with respect to Letters of Credit issued by such Issuing Bank would exceed the amount of such Issuing Bank’s Letter of Credit Percentage of the Letter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the [[Borrower:Organization]]’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the [[Borrower:Organization]] may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.