Pay-Off Letter; Termination of Existing Guarantees. The Administrative Agent shall have received # satisfactory pay-off letters for all existing Indebtedness to be repaid from the proceeds of the initial Borrowing (including, without limitation, the Indebtedness owing pursuant to the PAO TMK Affiliate Loan Agreement), confirming that all Liens upon any of the property of the Loan Parties constituting Collateral will be terminated concurrently with such payment and all letters of credit issued or guaranteed as part of such Indebtedness shall have been cash collateralized or supported by a Letter of Credit, and # evidence satisfactory to Administrative Agent in its sole discretion that any and all Guarantees by any Loan Party made on or prior to the Effective Date (including, without limitation, the PAO TMK 2013 Eurobond Guarantee and any Guarantee issued by any Loan Party with respect to the PAO TMK Affiliate Loan Agreement, or otherwise, but excluding the PAO TMK 2011 Eurobond Guarantee), in each case, have been canceled and terminated as of the Effective Date.

Pay-off upon Conversion. If the Outstanding Balance is converted in full pursuant to [Section 4(a) or 4(b)])] above, then such principal and interest shall be deemed to have been paid in full by the Company on the date of such conversion.

Rounding-Off. The Administrative Agent may set up appropriate rounding off mechanisms or otherwise round-off amounts hereunder to the nearest higher or lower amount in whole Dollar or cent to ensure amounts owing by any party hereunder or that otherwise need to be calculated or converted hereunder are expressed in whole Dollars or in whole cents, as may be necessary or appropriate.

Spin-off. The "lead Employer" shall establish a new defined contribution plan, using the provisions of this Plan with any modifications contained in the "Terminated Employer's" participation agreement, as a guide to establish a new defined contribut ion plan (the "spin-off plan"). The "lead Employer" will direct the Trustee to transfer (in accordance with the rules of Code §414( l) and the provisions of Section 8.3) the Accounts of the Employees of the "Terminated Employer" to the "spin -off plan." The "Terminated Employer" shall be the Employer, Administrator, and sponsor of the "spin-off plan." The Trustee of the "spin-off plan" shall be the person or entity designated by the "Terminated Employer," or, in the absence of any such designation, the chief executive off icer of

Spin-Off. If at any time the balance of the HoldCo Note equals or exceeds Ten Million Dollars, then the Buyer shall, as promptly as practicable, distribute fifteen percent (15%) of the outstanding capital stock of HoldCo (the "Distributable Shares") to the shareholders of Buyer in proportion to their per-common-share as-converted interest in the equity of Buyer. Buyer may also, at any other time, distribute the Distributable Shares to the shareholders of Buyer in such proportion. Any such distribution shall be made in compliance with the conditions for exemption from registration set forth in Staff Legal Bulletin 4, when such conditions are available, and otherwise pursuant to such registration statement as is required. Notwithstanding the forgoing, in the event that Buyer fails to make a disbursement under the HoldCo Note in accordance with [Schedule A] thereto and Holdco elects to a spin-off as outlined in this Section 5.8, the Distributable Shares instead of being fifteen percent (15%) of the outstanding capital stock of HoldCo shall be measured on and as of the effective date of the distribution registration statement as follows:

Set-Off. In addition to the rights and security interest elsewhere herein set forth, the Bank may, at its option at any time(s) after the occurrence of an Event of Default, and with or without notice to any Grantor, appropriate and apply to the payment or reduction, either in whole or in part, of the amount owing on any one or more of the Secured Obligations, whether or not then due, any and all moneys now or hereafter on deposit in any Deposit Account or otherwise to the credit of or belonging to a Grantor in any Deposit Account, it being understood and agreed that the Bank shall not be obligated to assert or enforce any rights or security interest hereunder or to take any action in reference thereto, and that the Bank may in its discretion at any time(s) relinquish its rights as to particular Collateral hereunder without thereby affecting or invalidating the Bank’s rights hereunder as to all or any other Collateral hereinbefore referred to.

Spin-off. ENZB agrees to spin-off its Subsidiary, ​ Each shareholder of ENZB will receive their pro-rata ownership in the Subsidiary. Following the spin-off, ENZB, will no longer own nor control its Subsidiary.

Set-off. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, and other obligations (in whatever currency) at any time owing, by such Lender or any such Affiliate, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender or its respective Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, # all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.11 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the [[Organization A:Organization]], and # the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and its respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or its respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Severance Pay. Severance pay equal to two times (2x) the sum of Pennypacker’s # base salary ($1,000,000.00) and # his bonus at target ($1,000,000.00), for a grand total of Four Million Dollars and Zero Cents ($4,000,000.00), less applicable withholding and deductions. The severance pay will be provided in accordance with the Company’s regular payroll process for a twenty-four month period, commencing with the first payroll that is more than thirty (30) days after the Separation Date (see paragraph 1), provided that the Agreement has then become effective (see paragraph 17). The severance payments shall be allocated as if provided during the twenty-four (24) months immediately following the Separation Date for unemployment compensation and other purposes – this period shall be known as the “Severance Period” – and the first payment shall include an initial catch-up payment to

Effective upon the termination of this Agreement, the ​ will be obligated to pay the Employee (or, in the event of his death, his designated beneficiary as defined below) only such compensation as is provided in this Section 9(d), and in lieu of all other amounts, and such payment shall be in settlement and complete release of all claims the Employee may have against the ​ for any amounts due and owing to Employee under this or any other agreement. For purposes of this Section 9(d), the Employee’s designated beneficiary will be such individual beneficiary or trust, located at such address, as the Employee may designate by notice to the ​ from time to time or, if the Employee fails to give notice to the ​ of such a beneficiary, the Employee’s estate. Notwithstanding the preceding sentence, the ​ will have no duty, in any circumstances, to attempt to open an estate on behalf of the Employee, to determine whether any beneficiary designated by the Employee is alive or to ascertain the address of any such beneficiary, to determine the existence of any trust, to determine whether any person or entity purporting to act as the Employee’s personal representative (or the trustee of a trust established by the Employee) is duly authorized to act in that capacity, or to locate or attempt to locate any beneficiary, personal representative, or trustee.