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.

Subject to the terms and conditions set forth herein, # L/C Issuer agrees, in reliance upon the agreements of Revolving Credit Lenders set forth in this Section 2.3, # from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of

Ownership Limitation; Commitment Amount. At the request of [[Organization B:Organization]], [[Organization A:Organization]] will inform [[Organization B:Organization]] in writing (which may be by e-mail) of the number of Common Shares [[Organization A:Organization]] currently beneficially owns. At the request of [[Organization A:Organization]], [[Organization B:Organization]] shall promptly confirm in writing (which may be by e-mail) to [[Organization A:Organization]] the number of Common Shares then outstanding. Notwithstanding anything to the contrary contained in this Agreement, [[Organization A:Organization]] shall not be obligated to purchase or acquire, and shall not purchase or acquire, any Shares under this Agreement which, when aggregated with all other Common Shares beneficially owned by [[Organization A:Organization]] and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by [[Organization A:Organization]] and its affiliates (on an aggregated basis) to exceed 4.99% of the then outstanding voting power or number of Common Shares (the “Ownership Limitation”). In connection with each Purchase Notice, any portion of Shares requested to be purchased in such Purchase Notice that would # cause [[Organization A:Organization]] to exceed the Ownership Limitation or # cause the aggregate number of Shares issued and sold to [[Organization A:Organization]] hereunder to exceed the Commitment Amount shall automatically be withdrawn with no further action required by [[Organization B:Organization]] or [[Organization A:Organization]], and such Purchase Notice shall be deemed automatically modified to reduce the number of Shares requested to be purchased by an amount equal to such withdrawn portion; provided that in the event of any such automatic withdrawal and automatic modification, [[Organization A:Organization]] will promptly notify [[Organization B:Organization]] of such event, including the number of Shares affected by such withdrawal or modification.

Reductions in Aggregate Commitment. The Borrowers may permanently reduce the Aggregate Commitment in whole, or in a minimum aggregate amount of $25,000,000 and in integral multiples of $1,000,000 if in excess thereof (or the Dollar Equivalent thereof, if denominated in an Agreed Currency other than Dollars), ratably among [[Organization B:Organization]], upon at least three Business Days’ written notice to the Agent, which notice shall specify the amount of any such reduction, provided, however, that the amount of the Aggregate Commitment may not be reduced below the aggregate principal Dollar Equivalent of the outstanding Advances. All accrued Commitment Fees shall be payable on the effective date of any termination of the obligations of [[Organization B:Organization]] to make Loans hereunder and on the final date upon which all Loans are repaid hereunder. The Aggregate Commitment once reduced as provided in this [Section 2.6(b)] may only be reinstated as specifically provided in [Section 2.6(c)] below. If # any Lender notifies the Company in accordance with [Section 3.5(d) or (ii)])] a Borrower reasonably determines that it is or will be required to make any additional payment to any Lender under [Sections 3.1 or 3.2], then the Company may, at any time thereafter (provided that no Default or Unmatured Default then exists and no satisfactory solution has been reached pursuant to [Section 3.6]) and by not less than five Business Days’ prior written notice to the Agent, cancel such Lender’s Commitment, whereupon such Lender shall cease to be obliged to make further Loans hereunder and its Commitment shall be reduced to zero. Upon termination of such Lender’s Commitment, each applicable Borrower shall, subject to the last sentence of this [Section 2.6(b)], pay all outstanding Obligations owing to such Lender. Any notice of cancellation given pursuant to this [Section 2.6(b)] shall be irrevocable and shall specify the date upon which such cancellation is to take effect. Notwithstanding any such cancellation, the obligations of the Company under Sections 3.1, 3.2 and 10.66] shall survive any such cancellation and be enforceable by such Lender. In any case described in clauses (b)(i) or (b)(ii) above in which the Company has the right to cancel a Lender’s Commitment, the Company may, in connection with such cancellation, arrange for a sale (at par) of such Commitment and all outstanding Loans held by such Lender pursuant to the terms of Section 13.3 and such Lender will promptly enter into any such sale arranged by the Company.

The Letter of Credit Commitment. (a) Subject to the terms and conditions set forth herein, # each L/C Issuer severally agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.03, # from time to time on any Business Day during the period from the ClosingRestatement Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrowers or their Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with [Section 2.03(b), and (2)])] to honor drawings under the Letters of Credit issued by it; and # the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrowers or their Restricted Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, # the Total Outstandings shall not exceed the Aggregate Commitments, # the aggregate Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment, # the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit and # the Outstanding Amount of the Letters of Credit issued by any L/C Issuer shall not exceed such L/C Issuer’s Letter of Credit Commitment. Each request by the Partnership for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrowers that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers 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. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.