Common use of Notice Generally Clause in Contracts

Notice Generally. Any notice, demand, request, consent, approval, declaration, delivery or other communication hereunder to be made pursuant to the provisions of this Agreement shall be deemed sufficiently given or made if in writing and signed by the party making the same, and either delivered in person with receipt acknowledged or sent by registered or certified mail, return receipt requested, postage prepaid, or by telecopy and confirmed by telecopy answerback, addressed as follows: if to any Holder: Icahn Associates Corp. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ With a copy to (which shall not constitute notice): Icahn Associates Corp. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ ▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ and if to Hertz, at: Hertz Global Holdings, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ Estero, Florida 33928 Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Senior Vice President and Acting General Counsel Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ With a copy to (which shall not constitute notice): Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Facsimile: 212-403-2000 Email: ▇▇▇▇▇▇@▇▇▇▇.▇▇▇ Attention: ▇▇▇▇▇ ▇ ▇▇▇▇ or at such other address as may be substituted by notice given as herein provided. The giving of any notice required hereunder may be waived in writing by the party entitled to receive such notice. Every notice, demand, request, consent, approval, declaration, delivery or other communication hereunder shall be deemed to have been duly given or served and received on the date on which personally delivered, with receipt acknowledged, telecopied and confirmed by telecopy answerback or three (3) Business Days after the same shall have been deposited in the United States mail (by registered or certified mail, return receipt requested, postage prepaid), whichever is earlier. Each Holder as of the date hereof acknowledges and agrees that, as of the date hereof, it holds the number of Registrable Securities set forth next to its name on Schedule II attached hereto. Any member of the Icahn Group that desires to become an Additional Holder in accordance with the terms of this Agreement shall provide written notice to Hertz setting forth its address and the number of Registrable Securities held by such Person and agreeing to be bound by the terms hereof, and upon receipt of such notice Hertz shall amend Schedule II attached hereto to reflect such Additional Holder, its address and the number of Registrable Securities held thereby without any further action or consent required from the parties to this Agreement. From time to time and promptly following a written request by Hertz, each such Holder and Additional Holder shall provide written notice to Hertz of any increase or decrease in the number of Registrable Securities held by such Person, and upon receipt of any such notice, Hertz shall amend Schedule II attached hereto to reflect such increase or decrease in the number of Registrable Securities held by such Person without any further action or consent required from the parties to this Agreement; provided that if any such Holder or Additional Holder discloses such increase or decrease in the number of Registrable Securities held by such person in any filing made pursuant to Section 13 or 16 of the Exchange Act, such Holder or Additional Holder, as the case may be, shall be deemed to have provided notice to Hertz as provided in this sentence. Solely for purposes of this Agreement, in determining the number of Registrable Securities outstanding at any time and the Holders thereof, Hertz shall be entitled to rely conclusively on Schedule II attached hereto (as so amended in accordance with the terms of this Agreement to reflect all such written notices received by Hertz from time to time).

Notice Generally. Any notice, demand, request, consent, approval, declaration, delivery or other communication hereunder to be made pursuant to the provisions of this Agreement shall be deemed sufficiently given or made if in writing and signed by the party making the same, and either delivered in person with receipt acknowledged or sent by registered or certified mail, return receipt requested, postage prepaid, or by telecopy and confirmed by telecopy answerback, addressed as follows: if to any Holder: Icahn Associates Corp. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ With a copy to (which shall not constitute notice): Icahn Associates Corp. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ ▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ and if to HertzHERC, at: Hertz Global Holdings, Inc. HERC HOLDINGS INC. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Estero▇▇▇▇., Florida 33928 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Senior Vice President and Acting General Counsel Chief Legal Officer Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ With a copy to (which shall not constitute notice): Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Facsimile: 212-403-2000 Email: ▇▇▇▇▇▇@▇▇▇▇.▇▇▇ Attention: ▇▇▇▇▇ ▇ ▇▇▇▇ or at such other address as may be substituted by notice given as herein provided. The giving of any notice required hereunder may be waived in writing by the party entitled to receive such notice. Every notice, demand, request, consent, approval, declaration, delivery or other communication hereunder shall be deemed to have been duly given or served and received on the date on which personally delivered, with receipt acknowledged, telecopied and confirmed by telecopy answerback or three (3) Business Days after the same shall have been deposited in the United States mail (by registered or certified mail, return receipt requested, postage prepaid), whichever is earlier. Each Holder as of the date hereof acknowledges and agrees that, as of the date hereof, it holds the number of Registrable Securities set forth next to its name on Schedule II attached hereto. Any member of the Icahn Group that desires to become an Additional Holder in accordance with the terms of this Agreement shall provide written notice to Hertz HERC setting forth its address and the number of Registrable Securities held by such Person and agreeing to be bound by the terms hereof, and upon receipt of such notice Hertz HERC shall amend Schedule II attached hereto to reflect such Additional Holder, its address and the number of Registrable Securities held thereby without any further action or consent required from the parties to this Agreement. From time to time and promptly following a written request by HertzHERC, each such Holder and Additional Holder shall provide written notice to Hertz HERC of any increase or decrease in the number of Registrable Securities held by such Person, and upon receipt of any such notice, Hertz HERC shall amend Schedule II attached hereto to reflect such increase or decrease in the number of Registrable Securities held by such Person without any further action or consent required from the parties to this Agreement; provided that if any such Holder or Additional Holder discloses such increase or decrease in the number of Registrable Securities held by such person in any filing made pursuant to Section 13 or 16 of the Exchange Act, such Holder or Additional Holder, as the case may be, shall be deemed to have provided notice to Hertz HERC as provided in this sentence. Solely for purposes of this Agreement, in determining the number of Registrable Securities outstanding at any time and the Holders thereof, Hertz HERC shall be entitled to rely conclusively on Schedule II attached hereto (as so amended in accordance with the terms of this Agreement to reflect all such written notices received by Hertz HERC from time to time).

Notice Generally. Any notice, demand, request, consent, approval, declaration, delivery or other communication hereunder to be made pursuant to the provisions of this Warrant Agreement shall be deemed sufficiently given or made if in writing and signed by the party making the same, and either delivered in person with receipt acknowledged or sent by overnight courier, registered or certified mail, return receipt requested, postage prepaid, prepaid or by telecopy and confirmed by telecopy answerbackfacsimile, addressed as follows: if If to any Holderholder of a Warrant or holder of shares of Common Stock, at its last known address appearing on the Warrant Register of the Company maintained for such purpose. If to the Company at: Icahn Associates Corp. Tribune Company ▇▇▇ ▇▇▇▇▇ . ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ With a copy to (which shall not constitute notice): Icahn Associates Corp. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ ▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ and if to Hertz, at: Hertz Global Holdings, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ Estero, Florida 33928 Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Senior Vice President and Acting General Counsel Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ With a copy to (which shall not constitute notice): Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ FacsimileAttention: 212General Counsel Telephone: (▇▇▇) ▇▇▇-403▇▇▇▇ Fax: (▇▇▇) ▇▇▇-2000 Email▇▇▇▇ If to the Warrant Agent at: Computershare Trust Company, N.A. c/o Computershare Inc. Attention: Corporate Actions Department Telephone: ▇▇▇-▇▇▇@-▇▇▇▇.▇▇▇ AttentionFax: ▇▇▇-▇▇ ▇ ▇▇-▇▇▇▇ or at such other address as may be substituted by notice given as herein provided. The giving of any notice required hereunder may be waived in writing by the party entitled to receive such notice. Every notice, demand, request, consent, approval, declaration, delivery or other communication hereunder shall be deemed to have been duly given or served and received on the date on which personally delivered, with the first Business Day after delivery by overnight courier or facsimile, receipt acknowledged, telecopied and confirmed by telecopy answerback or three (3) the third Business Days Day after the same shall have been deposited deposit in the United States mail (by registered or certified mail, return receipt requested, postage prepaid), whichever is earlier. Each Holder as of the date hereof acknowledges and agrees that, as of the date hereof, it holds the number of Registrable Securities set forth next to its name on Schedule II attached hereto. Any member of the Icahn Group that desires to become an Additional Holder in accordance with the terms of this Agreement shall provide written notice to Hertz setting forth its address and the number of Registrable Securities held by such Person and agreeing to be bound by the terms hereof, and upon receipt of such notice Hertz shall amend Schedule II attached hereto to reflect such Additional Holder, its address and the number of Registrable Securities held thereby without any further action or consent required from the parties to this Agreement. From time to time and promptly following a written request by Hertz, each such Holder and Additional Holder shall provide written notice to Hertz of any increase or decrease in the number of Registrable Securities held by such Person, and upon receipt of any such notice, Hertz shall amend Schedule II attached hereto to reflect such increase or decrease in the number of Registrable Securities held by such Person without any further action or consent required from the parties to this Agreement; provided that if any such Holder or Additional Holder discloses such increase or decrease in the number of Registrable Securities held by such person in any filing made pursuant to Section 13 or 16 of the Exchange Act, such Holder or Additional Holder, as the case may be, shall be deemed to have provided notice to Hertz as provided in this sentence. Solely for purposes of this Agreement, in determining the number of Registrable Securities outstanding at any time and the Holders thereof, Hertz shall be entitled to rely conclusively on Schedule II attached hereto (as so amended in accordance with the terms of this Agreement to reflect all such written notices received by Hertz from time to time)earliest.

Notice Generally. Any noticeAll notices, demanddemands, request, consent, approval, declaration, delivery communications and deliveries required or other communication hereunder to be made pursuant to the provisions of permitted by this Agreement shall be deemed sufficiently given or made if in writing and signed by the party making the same, shall specify the Section of this Agreement pursuant to which it is given or being made and either shall be deemed given or made (i) on the date delivered if delivered by telecopy or in person with receipt acknowledged or sent person, (ii) on the third (3 rd ) Business Day after it is mailed if mailed by registered or certified mail, mail (return receipt requested) (with postage and other fees prepaid) or (iii) on the day after it is delivered, postage prepaid, or by telecopy and confirmed by telecopy answerbackto an overnight express delivery service that confirms to the sender delivery on such day, addressed as follows: if : (i) If to any Holder, at: Icahn Associates Corp. Resource Capital Funds ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Attention: General Counsel Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇▇ ▇▇▇▇▇ Email (ii) If to Company, at: ▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ With a copy to (which shall not constitute notice): Icahn Associates Corp. Uranium Resources, Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: President Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇ With a copy to: ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Email: . ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇ Facsimile No.▇▇▇ ▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ and if to Hertz, at: Hertz Global Holdings, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ Estero, Florida 33928 Attention: ▇▇▇-▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Senior Vice President and Acting General Counsel Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ With a copy to (which shall not constitute notice): Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Facsimile: 212-403-2000 Email: ▇▇▇▇▇▇@▇▇▇▇.▇▇▇ Attention: ▇▇▇▇▇ ▇ ▇▇▇▇ or at such other address as may be substituted by notice given as herein provided. The giving of any notice required hereunder may be waived in writing by the party entitled to receive such notice. Every notice, demand, request, consent, approval, declaration, delivery or other communication hereunder shall be deemed to have been duly given or served and received on the date on which personally delivered, with receipt acknowledged, telecopied and confirmed by telecopy answerback or three (3) Business Days after the same shall have been deposited in the United States mail (by registered or certified mail, return receipt requested, postage prepaid), whichever is earlier. Each Holder as of the date hereof acknowledges and agrees that, as of the date hereof, it holds the number of Registrable Securities set forth next to its name on Schedule II attached hereto. Any member of the Icahn Group that desires to become an Additional Holder in accordance with the terms of this Agreement shall provide written notice to Hertz setting forth its address and the number of Registrable Securities held by such Person and agreeing to be bound by the terms hereof, and upon receipt of such notice Hertz shall amend Schedule II attached hereto to reflect such Additional Holder, its address and the number of Registrable Securities held thereby without any further action or consent required from the parties to this Agreement. From time to time and promptly following a written request by Hertz, each such Holder and Additional Holder shall provide written notice to Hertz of any increase or decrease in the number of Registrable Securities held by such Person, and upon receipt of any such notice, Hertz shall amend Schedule II attached hereto to reflect such increase or decrease in the number of Registrable Securities held by such Person without any further action or consent required from the parties to this Agreement; provided that if any such Holder or Additional Holder discloses such increase or decrease in the number of Registrable Securities held by such person in any filing made pursuant to Section 13 or 16 of the Exchange Act, such Holder or Additional Holder, as the case may be, shall be deemed to have provided notice to Hertz as provided in this sentence. Solely for purposes of this Agreement, in determining the number of Registrable Securities outstanding at any time and the Holders thereof, Hertz shall be entitled to rely conclusively on Schedule II attached hereto (as so amended in accordance with the terms of this Agreement to reflect all such written notices received by Hertz from time to time).

Notice Generally. Any notice, demand, request, consent, approval, declaration, delivery or other communication hereunder to be made pursuant to the provisions of this Agreement shall be deemed sufficiently given or made if in writing and signed by the party making the same, and either delivered in person with receipt acknowledged or sent by registered or certified mail, return receipt requested, postage prepaid, or by telecopy and confirmed by telecopy answerback, addressed as follows: if to any HolderHolder or the MHR Representative, at: Icahn Associates Corp. MHR Fund Management LLC ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ AttentionAttn: ▇▇▇▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ With a copy to (which shall not constitute notice): Icahn Associates Corp. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ ▇▇▇▇▇▇▇@▇▇ Telephone: (▇▇▇) ▇▇.▇▇▇ and if to Hertz, at: Hertz Global Holdings, Inc. -▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ with copies to: O’Melveny & ▇▇▇▇▇ ▇▇▇▇ Estero, Florida 33928 Attention: ▇▇▇▇▇▇LLP Times Square Tower ▇ ▇. ▇▇▇▇▇▇▇, Senior Vice President and Acting General Counsel Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ With a copy to (which shall not constitute notice): Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ FacsimileAttn: 212-403-2000 Email: ▇▇▇▇▇ ▇▇▇▇▇▇@▇▇, Esq. Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ and if to Lionsgate, at: Lions Gate Entertainment Corp. ▇▇▇▇ ▇▇▇▇.▇▇▇▇ Attention▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attn: General Counsel Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ with copies to: Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇ ▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇▇▇▇, Jr. Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ or at such other address as may be substituted by notice given as herein provided. The giving of any notice required hereunder may be waived in writing by the party entitled to receive such notice. Every notice, demand, request, consent, approval, declaration, delivery or other communication hereunder shall be deemed to have been duly given or served and received on the date on which personally delivered, with receipt acknowledged, telecopied and confirmed by telecopy answerback or three (3) Business Days after the same shall have been deposited in the United States mail (by registered or certified mail, return receipt requested, postage prepaid), whichever is earlier. Each Holder as of the date hereof acknowledges and agrees that, as of the date hereof, it holds the number of Registrable Securities set forth next to its name on Schedule II I attached hereto. Any member of the Icahn MHR Group that desires to become an Additional Holder in accordance with the terms of this Agreement shall provide written notice to Hertz Lionsgate setting forth its address and the number of Registrable Securities held by such Person and agreeing to be bound by the terms hereof, and upon receipt of such notice Hertz Lionsgate shall amend Schedule II I attached hereto to reflect such Additional Holder, its address and the number of Registrable Securities held thereby without any further action or consent required from the parties to this Agreement. From time to time and promptly following a written request by HertzLionsgate, each such Holder and Additional Holder shall provide written notice to Hertz Lionsgate of any increase or decrease in the number of Registrable Securities held by such Person, and upon receipt of any such notice, Hertz Lionsgate shall amend Schedule II I attached hereto to reflect such increase or decrease in the number of Registrable Securities held by such Person without any further action or consent required from the parties to this Agreement; provided that if any such Holder or Additional Holder discloses such increase or decrease in the number of Registrable Securities held by such person in any filing made pursuant to Section 13 or 16 of the Exchange Act, such Holder or Additional Holder, as the case may be, shall be deemed to have provided notice to Hertz Lionsgate as provided in this sentence. Solely for purposes of this Agreement, in determining the number of Registrable Securities outstanding at any time and the Holders thereof, Hertz Lionsgate shall be entitled to rely conclusively on Schedule II I attached hereto (as so amended in accordance with the terms of this Agreement to reflect all such written notices received by Hertz Lionsgate from time to time).

Notice Generally. Any notice, demand, request, consent, approval, declaration, delivery or other communication hereunder to be made pursuant to the provisions of this Agreement shall be deemed sufficiently given or made if in writing and signed by the party making the same, and either delivered in person with receipt acknowledged or sent by registered or certified mail, return receipt requested, postage prepaid, or by telecopy and confirmed by telecopy answerback, addressed as follows: addressed, if to any Holder, at the address of such Holder as set forth on the signature pages hereto, with copies to: Icahn Associates Corp. HY I INVESTMENTS, L.L.C. Two ▇. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ With a copy to (which shall not constitute notice): Icahn Associates Corp. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Attn: General Counsel Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ EmailFacsimile: (▇▇▇) ▇▇▇-▇▇@▇▇▇▇▇.▇▇▇ ▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ and if to Hertzthe Company, at: Hertz Global Holdings, at American Commercial Lines Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ Estero, Florida 33928 Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Senior Vice President and Acting General Counsel Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ With a copy to (which shall not constitute notice): Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: General Counsel Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: 212(▇▇▇) ▇▇▇-403-2000 Email▇▇▇▇ With copies to: ▇▇▇▇ ▇▇▇▇▇ Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP Bank ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇@▇▇ ▇▇▇▇.▇▇▇ Attention: ▇, ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇ or at such other address as may be substituted by notice given as herein provided. The giving of any notice required hereunder may be waived in writing by the party entitled to receive such notice. Every notice, demand, request, consent, approval, declaration, delivery or other communication hereunder shall be deemed to have been duly given or served and received on the date on which personally delivered, with receipt acknowledged, telecopied and confirmed by telecopy answerback or three (3) Business Days after the same shall have been deposited in the United States mail (by registered or certified mail, return receipt requested, postage prepaid), whichever is earlier. Each Holder as of the date hereof acknowledges and agrees that, as of the date hereof, it holds the number of Registrable Securities set forth next to its name on Schedule II attached hereto. Any member of the Icahn Group that desires to become an Additional Holder in accordance with the terms of this Agreement shall provide written notice to Hertz setting forth its address and the number of Registrable Securities held by such Person and agreeing to be bound by the terms hereof, and upon receipt of such notice Hertz shall amend Schedule II attached hereto to reflect such Additional Holder, its address and the number of Registrable Securities held thereby without any further action or consent required from the parties to this Agreement. From time to time and promptly following a written request by Hertz, each such Holder and Additional Holder shall provide written notice to Hertz of any increase or decrease in the number of Registrable Securities held by such Person, and upon receipt of any such notice, Hertz shall amend Schedule II attached hereto to reflect such increase or decrease in the number of Registrable Securities held by such Person without any further action or consent required from the parties to this Agreement; provided that if any such Holder or Additional Holder discloses such increase or decrease in the number of Registrable Securities held by such person in any filing made pursuant to Section 13 or 16 of the Exchange Act, such Holder or Additional Holder, as the case may be, shall be deemed to have provided notice to Hertz as provided in this sentence. Solely for purposes of this Agreement, in determining the number of Registrable Securities outstanding at any time and the Holders thereof, Hertz shall be entitled to rely conclusively on Schedule II attached hereto (as so amended in accordance with the terms of this Agreement to reflect all such written notices received by Hertz from time to time).

Notice Generally. Any notice, demand, request, consent, approval, declaration, delivery or other communication hereunder to be made pursuant to the provisions of this Agreement shall be deemed sufficiently given or made if in writing and signed by the party making the same, and either delivered in person with receipt acknowledged or sent by registered or certified mail, return receipt requested, postage prepaid, or by telecopy and confirmed by telecopy answerback, addressed as follows: if to any Holder or the Holder Representative, addressed to it at the address set forth on such Holder’s signature page attached hereto, or at: Icahn Associates Corp. and if to the Company, at: Sky Harbour LLC ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Airport ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attentionwith copies to: ▇▇▇▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ With a copy to (which shall not constitute notice): Icahn Associates Corp. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ ▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ and if to Hertz, at: Hertz Global Holdings, Inc. ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ▇▇▇▇ Estero, Florida 33928 Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Senior Vice President and Acting General Counsel Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ With a copy to (which shall not constitute notice): Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Facsimile: 212-403-2000 Email: ▇▇▇▇ ▇▇▇▇▇▇@▇ ▇▇▇▇.▇▇▇ Attention: ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ or at such other address as may be substituted by notice given as herein provided. The giving of any notice required hereunder may be waived in writing by the party entitled to receive such notice. Every notice, demand, request, consent, approval, declaration, delivery or other communication hereunder shall be deemed to have been duly given or served and received on the date on which personally delivered, with receipt acknowledged, telecopied and confirmed by telecopy answerback or three (3) Business Days after the same shall have been deposited in the United States mail (by registered or certified mail, return receipt requested, postage prepaid), whichever is earlier. Each Holder as of the date hereof acknowledges and agrees that, as of the date hereof, it holds the number of Registrable Securities set forth next to its name on Schedule II I attached hereto. Any member of the Icahn Group Person that desires to become an Additional a Holder in accordance with the terms of this Agreement shall provide written notice to Hertz the Company setting forth its address and the number of Registrable Securities held by such Person and agreeing to be bound by the terms hereof, and upon receipt of such notice Hertz the Company shall amend Schedule II I attached hereto to reflect such Additional Holder, its address and the number of Registrable Securities held thereby without any further action or consent required from the parties to this Agreement. From time to time and promptly following a written request by Hertzthe Company, each such Holder and Additional Holder shall provide written notice to Hertz the Company of any increase or decrease in the number of Registrable Securities held by such Person, and upon receipt of any such notice, Hertz the Company shall amend Schedule II I attached hereto to reflect such increase or decrease in the number of Registrable Securities held by such Person without any further action or consent required from the parties to this Agreement; provided that if any such Holder or Additional Holder discloses such increase or decrease in the number of Registrable Securities held by such person in any filing made pursuant to Section 13 or 16 of the Exchange Act, such Holder or Additional Holder, as the case may be, shall be deemed to have provided notice to Hertz the Company as provided in this sentence. Solely for purposes of this Agreement, in determining the number of Registrable Securities outstanding at any time and the Holders thereof, Hertz the Company shall be entitled to rely conclusively on Schedule II I attached hereto (as so amended in accordance with the terms of this Agreement to reflect all such written notices received by Hertz the Company from time to time).

Notice Generally. Any notice, demand, request, consent, approval, declaration, delivery or other communication hereunder to be made pursuant to the provisions of this Agreement shall specify the Section of this Agreement pursuant to which it is given or being made and shall be deemed sufficiently given or made if in writing and signed by the party making the same, and either delivered in person with receipt acknowledged or sent by registered or certified mail, return receipt requested, postage prepaid, or by telecopy and confirmed by telecopy answerback, addressed as follows: if : (i) If to any Holder: Icahn Associates Corp. Stockholder, at the address of such Stockholder as set forth on the signature pages hereto; and (ii) If to Company, at Edison Brothers Stores, Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇. ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ With a copy to (which shall not constitute notice): Icahn Associates Corp. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ ▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ and if to Hertz, at: Hertz Global Holdings, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ Estero, Florida 33928 Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Senior Esq. Executive Vice President and Acting President, General Counsel Emailand Secretary Telecopy Number: (▇▇▇) ▇▇▇▇▇@▇▇▇▇▇.▇▇▇ With a copy to (which shall not constitute notice): Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Facsimile: 212-403-2000 Email: ▇▇▇▇▇▇@▇▇▇▇.▇▇▇ Attention: ▇▇▇▇▇ ▇ ▇▇▇▇ or at such other address as may be substituted by notice given as herein provided. The giving of any notice required hereunder may be waived in writing by the party entitled to receive such notice. Every notice, demand, request, consent, approval, declaration, delivery or other communication hereunder shall be deemed to have been duly given or served and received on the date on which personally delivered, with receipt acknowledged, telecopied and confirmed by telecopy answerback or three (3) Business Days after the same shall have been deposited in the United States mail (by registered or certified mail, return receipt requested, postage prepaid), whichever is earlier. Each Holder as of the date hereof acknowledges and agrees that, as of the date hereof, it holds the number of Registrable Securities set forth next to its name on Schedule II attached hereto. Any member of the Icahn Group that desires to become an Additional Holder in accordance with the terms of this Agreement shall provide written notice to Hertz setting forth its address and the number of Registrable Securities held by such Person and agreeing to be bound by the terms hereof, and upon receipt of such notice Hertz shall amend Schedule II attached hereto to reflect such Additional Holder, its address and the number of Registrable Securities held thereby without any further action or consent required from the parties to this Agreement. From time to time and promptly following a written request by Hertz, each such Holder and Additional Holder shall provide written notice to Hertz of any increase or decrease in the number of Registrable Securities held by such Person, and upon receipt of any such notice, Hertz shall amend Schedule II attached hereto to reflect such increase or decrease in the number of Registrable Securities held by such Person without any further action or consent required from the parties to this Agreement; provided that if any such Holder or Additional Holder discloses such increase or decrease in the number of Registrable Securities held by such person in any filing made pursuant to Section 13 or 16 of the Exchange Act, such Holder or Additional Holder, as the case may be, shall be deemed to have provided notice to Hertz as provided in this sentence. Solely for purposes of this Agreement, in determining the number of Registrable Securities outstanding at any time and the Holders thereof, Hertz shall be entitled to rely conclusively on Schedule II attached hereto (as so amended in accordance with the terms of this Agreement to reflect all such written notices received by Hertz from time to time).

Notice Generally. Any notice, demand, request, consent, approval, declaration, delivery or other communication hereunder to be made pursuant to the provisions of this Agreement shall specify the Section of this Agreement pursuant to which it is given or being made and shall be deemed sufficiently given or made if in writing and signed by the party making the same, and either delivered in person with receipt acknowledged or sent by registered or certified mail, return receipt requested, postage prepaid, or by telecopy and confirmed by telecopy answerback, addressed as follows: addressed, if to any Holder: Icahn Associates Corp. , at the address of such Holder as set forth on the signature pages hereto; and if to the Company, at First Avenue Networks, Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ With copies to: Ropes & ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ – and – ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ AttentionAttn: ▇▇▇▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ With a copy to (which shall not constitute notice): Icahn Associates Corp. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ ▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ and if to Hertz, at: Hertz Global Holdings, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ Estero, Florida 33928 Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Senior Vice President and Acting General Counsel Email: ▇▇▇▇, Esq. ▇▇▇▇@▇▇▇▇▇.▇▇▇ With a copy to (which shall not constitute notice): Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, Esq. Telephone: (▇▇ ▇▇) ▇▇▇-▇▇▇▇ Facsimile: 212-403-2000 Email: (▇▇▇) ▇▇▇@▇▇▇▇.▇▇▇ Attention: ▇▇▇▇▇ ▇ -▇▇▇▇ or at such other address as may be substituted by notice given as herein provided. The giving of any notice required hereunder may be waived in writing by the party entitled to receive such notice. Every notice, demand, request, consent, approval, declaration, delivery or other communication hereunder shall be deemed to have been duly given or served and received on the date on which personally delivered, with receipt acknowledged, telecopied and confirmed by telecopy answerback or three (3) Business Days after the same shall have been deposited in the United States mail (by registered or certified mail, return receipt requested, postage prepaid), whichever is earlier. Each Holder as of the date hereof acknowledges and agrees that, as of the date hereof, it holds the number of Registrable Securities set forth next to its name on Schedule II attached hereto. Any member of the Icahn Group that desires to become an Additional Holder in accordance with the terms of this Agreement shall provide written notice to Hertz setting forth its address and the number of Registrable Securities held by such Person and agreeing to be bound by the terms hereof, and upon receipt of such notice Hertz shall amend Schedule II attached hereto to reflect such Additional Holder, its address and the number of Registrable Securities held thereby without any further action or consent required from the parties to this Agreement. From time to time and promptly following a written request by Hertz, each such Holder and Additional Holder shall provide written notice to Hertz of any increase or decrease in the number of Registrable Securities held by such Person, and upon receipt of any such notice, Hertz shall amend Schedule II attached hereto to reflect such increase or decrease in the number of Registrable Securities held by such Person without any further action or consent required from the parties to this Agreement; provided that if any such Holder or Additional Holder discloses such increase or decrease in the number of Registrable Securities held by such person in any filing made pursuant to Section 13 or 16 of the Exchange Act, such Holder or Additional Holder, as the case may be, shall be deemed to have provided notice to Hertz as provided in this sentence. Solely for purposes of this Agreement, in determining the number of Registrable Securities outstanding at any time and the Holders thereof, Hertz shall be entitled to rely conclusively on Schedule II attached hereto (as so amended in accordance with the terms of this Agreement to reflect all such written notices received by Hertz from time to time).

Notice Generally. Any noticeAll notices, demanddemands, request, consent, approval, declaration, delivery communications and deliveries required or other communication hereunder to be made pursuant to the provisions of permitted by this Agreement shall be deemed sufficiently given or made if in writing and signed by the party making the same, shall specify the Section of this Agreement pursuant to which it is given or being made and either shall be deemed given or made (i) on the date delivered if delivered by telecopy or in person with receipt acknowledged or sent person, (ii) on the third (3rd) Business Day after it is mailed if mailed by registered or certified mail, mail (return receipt requested) (with postage and other fees prepaid) or (iii) on the day after it is delivered, postage prepaid, or by telecopy and confirmed by telecopy answerbackto an overnight express delivery service that confirms to the sender delivery on such day, addressed as follows: if : (i) If to any Holder, at its last known address appearing on the books of Company maintained for such purpose. (ii) If to Company, at: Icahn Associates Corp. W▇▇▇▇▇▇▇▇▇▇▇ Coal Company 2 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ With a copy to (which shall not constitute notice): Icahn Associates Corp. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: General Counsel Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇ With a copy to: WilmerHale 1▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ ▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ and if to Hertz, at: Hertz Global Holdings, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ Estero, Florida 33928 Attention: ▇M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Senior Vice President and Acting General Counsel Email▇ Telecopy No.: (▇▇▇) ▇▇▇▇▇@▇▇▇▇▇.▇▇▇ With a copy to (which shall not constitute notice): Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Facsimile: 212-403-2000 Email: ▇▇▇▇▇▇@▇▇▇▇.▇▇▇ Attention: ▇▇▇▇▇ ▇ ▇▇▇▇ or at such other address as may be substituted by notice given as herein provided. The giving of any notice required hereunder may be waived in writing by the party entitled to receive such notice. Every notice, demand, request, consent, approval, declaration, delivery or other communication hereunder shall be deemed to have been duly given or served and received on the date on which personally delivered, with receipt acknowledged, telecopied and confirmed by telecopy answerback or three (3) Business Days after the same shall have been deposited in the United States mail (by registered or certified mail, return receipt requested, postage prepaid), whichever is earlier. Each Holder as of the date hereof acknowledges and agrees that, as of the date hereof, it holds the number of Registrable Securities set forth next to its name on Schedule II attached hereto. Any member of the Icahn Group that desires to become an Additional Holder in accordance with the terms of this Agreement shall provide written notice to Hertz setting forth its address and the number of Registrable Securities held by such Person and agreeing to be bound by the terms hereof, and upon receipt of such notice Hertz shall amend Schedule II attached hereto to reflect such Additional Holder, its address and the number of Registrable Securities held thereby without any further action or consent required from the parties to this Agreement. From time to time and promptly following a written request by Hertz, each such Holder and Additional Holder shall provide written notice to Hertz of any increase or decrease in the number of Registrable Securities held by such Person, and upon receipt of any such notice, Hertz shall amend Schedule II attached hereto to reflect such increase or decrease in the number of Registrable Securities held by such Person without any further action or consent required from the parties to this Agreement; provided that if any such Holder or Additional Holder discloses such increase or decrease in the number of Registrable Securities held by such person in any filing made pursuant to Section 13 or 16 of the Exchange Act, such Holder or Additional Holder, as the case may be, shall be deemed to have provided notice to Hertz as provided in this sentence. Solely for purposes of this Agreement, in determining the number of Registrable Securities outstanding at any time and the Holders thereof, Hertz shall be entitled to rely conclusively on Schedule II attached hereto (as so amended in accordance with the terms of this Agreement to reflect all such written notices received by Hertz from time to time).

Notice Generally. Any notice, demand, request, consent, approval, declaration, delivery or other communication hereunder to be made pursuant to the provisions of this Agreement shall specify the Section of this Agreement pursuant to which it is given or being made and shall be deemed sufficiently given or made if in writing and signed by the party making the same, and either delivered in person with receipt acknowledged or sent by registered or certified mail, return receipt requested, postage prepaid, or by telecopy and confirmed by telecopy answerback, addressed as follows: addressed, if to any Holder: Icahn Associates Corp. , at the address of such Holder as set forth on the signature pages hereto; and if to the Company, at First Avenue Networks, Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ With copies to: Ropes & ▇▇▇▇ LLP ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ - and – ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ AttentionAttn: ▇▇▇▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ With a copy to (which shall not constitute notice): Icahn Associates Corp. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ ▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ and if to Hertz, at: Hertz Global Holdings, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ Estero, Florida 33928 Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Senior Vice President and Acting General Counsel Email: ▇▇▇▇, Esq. ▇▇▇▇@▇▇▇▇▇.▇▇▇ With a copy to (which shall not constitute notice): Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, Esq. Telephone: (▇▇ ▇▇) ▇▇▇-▇▇▇▇ Facsimile: 212-403-2000 Email: (▇▇▇) ▇▇▇@▇▇▇▇.▇▇▇ Attention: ▇▇▇▇▇ ▇ -▇▇▇▇ or at such other address as may be substituted by notice given as herein provided. The giving of any notice required hereunder may be waived in writing by the party entitled to receive such notice. Every notice, demand, request, consent, approval, declaration, delivery or other communication hereunder shall be deemed to have been duly given or served and received on the date on which personally delivered, with receipt acknowledged, telecopied and confirmed by telecopy answerback or three (3) Business Days after the same shall have been deposited in the United States mail (by registered or certified mail, return receipt requested, postage prepaid), whichever is earlier. Each Holder as of the date hereof acknowledges and agrees that, as of the date hereof, it holds the number of Registrable Securities set forth next to its name on Schedule II attached hereto. Any member of the Icahn Group that desires to become an Additional Holder in accordance with the terms of this Agreement shall provide written notice to Hertz setting forth its address and the number of Registrable Securities held by such Person and agreeing to be bound by the terms hereof, and upon receipt of such notice Hertz shall amend Schedule II attached hereto to reflect such Additional Holder, its address and the number of Registrable Securities held thereby without any further action or consent required from the parties to this Agreement. From time to time and promptly following a written request by Hertz, each such Holder and Additional Holder shall provide written notice to Hertz of any increase or decrease in the number of Registrable Securities held by such Person, and upon receipt of any such notice, Hertz shall amend Schedule II attached hereto to reflect such increase or decrease in the number of Registrable Securities held by such Person without any further action or consent required from the parties to this Agreement; provided that if any such Holder or Additional Holder discloses such increase or decrease in the number of Registrable Securities held by such person in any filing made pursuant to Section 13 or 16 of the Exchange Act, such Holder or Additional Holder, as the case may be, shall be deemed to have provided notice to Hertz as provided in this sentence. Solely for purposes of this Agreement, in determining the number of Registrable Securities outstanding at any time and the Holders thereof, Hertz shall be entitled to rely conclusively on Schedule II attached hereto (as so amended in accordance with the terms of this Agreement to reflect all such written notices received by Hertz from time to time).

Notice Generally. Any notice, demand, request, consent, approval, declaration, delivery or other communication hereunder to be made pursuant to the provisions of this Agreement shall be deemed sufficiently given or made if in writing and signed by the party making the same, and either delivered in person with receipt acknowledged or sent by registered or certified mail, return receipt requested, postage prepaid, or by telecopy and confirmed by telecopy answerback, addressed as follows: if to any Holder, at the address of such Holder as set forth on Exhibit B hereto, with copies to: Icahn Associates Corp. ▇▇▇ O’Melveny & ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇LLP Times Square Tower ▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ With a copy to (which shall not constitute notice): Icahn Associates Corp. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ ▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ and if to Hertz, at: Hertz Global Holdings, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ Estero, Florida 33928 Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Senior Vice President and Acting General Counsel Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ With a copy to (which shall not constitute notice): Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ FacsimileAttn: 212-403-2000 Email: ▇▇▇▇▇ ▇▇▇▇▇▇@▇▇, Esq. Telephone: ▇▇▇-▇.▇▇-▇▇▇▇ AttentionFacsimile: ▇▇▇-▇▇▇-▇▇▇▇ and if to Loral, at: Loral Space & Communications Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: Chief Financial Officer Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ with copies to: Loral Space & Communications Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: General Counsel Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ or at such other address as may be substituted by notice given as herein provided. The giving of any notice required hereunder may be waived in writing by the party entitled to receive such notice. Every notice, demand, request, consent, approval, declaration, delivery or other communication hereunder shall be deemed to have been duly given or served and received on the date on which personally delivered, with receipt acknowledged, telecopied and confirmed by telecopy answerback or three (3) Business Days after the same shall have been deposited in the United States mail (by registered or certified mail, return receipt requested, postage prepaid), whichever is earlier. Each Holder as of the date hereof acknowledges and agrees that, as of the date hereof, it holds the number of Registrable Securities set forth next to its name on Schedule II attached hereto. Any member of the Icahn Group that desires to become an Additional Holder in accordance with the terms of this Agreement shall provide written notice to Hertz setting forth its address and the number of Registrable Securities held by such Person and agreeing to be bound by the terms hereof, and upon receipt of such notice Hertz shall amend Schedule II attached hereto to reflect such Additional Holder, its address and the number of Registrable Securities held thereby without any further action or consent required from the parties to this Agreement. From time to time and promptly following a written request by Hertz, each such Holder and Additional Holder shall provide written notice to Hertz of any increase or decrease in the number of Registrable Securities held by such Person, and upon receipt of any such notice, Hertz shall amend Schedule II attached hereto to reflect such increase or decrease in the number of Registrable Securities held by such Person without any further action or consent required from the parties to this Agreement; provided that if any such Holder or Additional Holder discloses such increase or decrease in the number of Registrable Securities held by such person in any filing made pursuant to Section 13 or 16 of the Exchange Act, such Holder or Additional Holder, as the case may be, shall be deemed to have provided notice to Hertz as provided in this sentence. Solely for purposes of this Agreement, in determining the number of Registrable Securities outstanding at any time and the Holders thereof, Hertz shall be entitled to rely conclusively on Schedule II attached hereto (as so amended in accordance with the terms of this Agreement to reflect all such written notices received by Hertz from time to time).

Notice Generally. Any notice, demand, request, consent, approval, declaration, delivery or Except in the case of notices and other communication hereunder communications expressly permitted to be made pursuant to the provisions of this Agreement given by telephone (and except as provided in paragraph (b) below), all notices and other communications provided for herein shall be deemed sufficiently given or made if in writing and signed shall be delivered by the party making the samehand or overnight courier service, and either delivered in person with receipt acknowledged mailed by certified or registered mail or sent by registered or certified mail, return receipt requested, postage prepaid, or by telecopy and confirmed by telecopy answerback, addressed facsimile as follows: : (i) if to any Holder: Icahn Associates Corp. the Borrower, to it at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ With a copy to (which shall not constitute notice): Icahn Associates Corp. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ ▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ and if to Hertz, at: Hertz Global Holdings, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ Estero, Florida 33928 Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Senior Vice President & Treasurer, (Facsimile No. (▇▇▇) ▇▇▇-▇▇▇▇; Telephone No. (▇▇▇) ▇▇▇-▇▇▇▇) and Acting ▇▇▇▇▇ ▇. ▇▇▇▇, General Counsel Email: Counsel, (Facsimile No. (▇▇▇) ▇▇▇-▇▇▇▇; Telephone No. (▇▇▇) ▇▇▇-▇▇▇▇) ; (ii) if to the Agent, to JPMorgan Loan Services, JPMorgan Chase Bank, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇@, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Tel: ▇▇▇-▇▇▇-▇▇▇▇, Fax: ▇▇▇-▇▇▇-▇▇▇▇, email: ▇▇▇.▇▇▇▇▇▇.▇▇▇ With a copy to (which shall not constitute notice): Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇ .▇▇ @▇▇▇▇ ▇▇▇▇▇.▇▇▇, Attention: Sabana ▇▇▇▇▇▇▇, with a copy, in the case of any Notice of Borrowing or Notice of Competitive Bid Borrowing to be denominated in a Foreign Currency, to JPMorgan Europe Limited, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇, ▇▇▇▇, ▇▇ ▇▇▇▇▇ Facsimile: 212-403-2000 Email: ▇▇▇▇▇▇@▇▇▇▇.▇▇▇ Attention: Tele no ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ Fax no ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ Attention Loan and Agency Manager; and (iii) if to a Lender, to it at its address (or at such other address as may be substituted facsimile number) set forth in its Administrative Questionnaire. Notices sent by notice given as herein provided. The giving of any notice required hereunder may be waived in writing hand or overnight courier service, or mailed by the party entitled to receive such notice. Every noticecertified or registered mail, demand, request, consent, approval, declaration, delivery or other communication hereunder shall be deemed to have been duly given or served and received on the date on which personally delivered, with receipt acknowledged, telecopied and confirmed when received; notices sent by telecopy answerback or three (3) Business Days after the same facsimile shall be deemed to have been deposited in the United States mail given when sent (by registered or certified mail, return receipt requested, postage prepaid), whichever is earlier. Each Holder as of the date hereof acknowledges and agrees except that, as of if not given during normal business hours for the date hereof, it holds the number of Registrable Securities set forth next to its name on Schedule II attached hereto. Any member of the Icahn Group that desires to become an Additional Holder in accordance with the terms of this Agreement shall provide written notice to Hertz setting forth its address and the number of Registrable Securities held by such Person and agreeing to be bound by the terms hereof, and upon receipt of such notice Hertz shall amend Schedule II attached hereto to reflect such Additional Holder, its address and the number of Registrable Securities held thereby without any further action or consent required from the parties to this Agreement. From time to time and promptly following a written request by Hertz, each such Holder and Additional Holder shall provide written notice to Hertz of any increase or decrease in the number of Registrable Securities held by such Person, and upon receipt of any such notice, Hertz shall amend Schedule II attached hereto to reflect such increase or decrease in the number of Registrable Securities held by such Person without any further action or consent required from the parties to this Agreement; provided that if any such Holder or Additional Holder discloses such increase or decrease in the number of Registrable Securities held by such person in any filing made pursuant to Section 13 or 16 of the Exchange Act, such Holder or Additional Holder, as the case may berecipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through electronic communications, to the extent provided notice to Hertz in paragraph (b) below, shall be effective as provided in this sentence. Solely for purposes of this Agreement, in determining the number of Registrable Securities outstanding at any time and the Holders thereof, Hertz shall be entitled to rely conclusively on Schedule II attached hereto said paragraph (as so amended in accordance with the terms of this Agreement to reflect all such written notices received by Hertz from time to timeb).

Notice Generally. Any noticeAll notices, demanddemands, request, consent, approval, declaration, delivery communications and deliveries required or other communication hereunder to be made pursuant to the provisions of permitted by this Agreement shall be deemed sufficiently given or made if in writing and signed by the party making the same, shall specify the Section of this Agreement pursuant to which it is given or being made and either shall be deemed given or made (i) on the date delivered if delivered by telecopy or in person with receipt acknowledged or sent person, (ii) on the third (3rd) Business Day after it is mailed if mailed by registered or certified mail, mail (return receipt requested) (with postage and other fees prepaid) or (iii) on the day after it is delivered, postage prepaid, or by telecopy and confirmed by telecopy answerbackto an overnight express delivery service that confirms to the sender delivery on such day, addressed as follows: if : (i) If to any Holder, at its last known address appearing on the books of Company maintained for such purpose. (ii) If to Company, at: Icahn Associates Corp. Exide Technologies 1▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Attention: G▇▇▇▇▇ ▇. ▇▇▇▇ Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇ With copies to: Exide Technologies 1▇▇▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ With a copy to (which shall not constitute notice): Icahn Associates Corp. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Law Department Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇ and K▇▇▇▇▇▇▇ Email: & E▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇ LLP 2▇▇ ▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ and if to Hertz, at: Hertz Global Holdings, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ EsteroChicago, Florida 33928 IL 60601 Attention: ▇▇C▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Senior Vice President and Acting General Counsel EmailP.C. Telecopy No.: (▇▇▇) ▇▇▇▇▇@▇▇▇▇▇.▇▇▇ With a copy to (which shall not constitute notice): Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Facsimile: 212-403-2000 Email: ▇▇▇▇▇▇@▇▇▇▇.▇▇▇ Attention: ▇▇▇▇▇ ▇ ▇▇▇▇ or at such other address as may be substituted by notice given as herein provided. The giving of any notice required hereunder may be waived in writing by the party entitled to receive such notice. Every notice, demand, request, consent, approval, declaration, delivery or other communication hereunder shall be deemed to have been duly given or served and received on the date on which personally delivered, with receipt acknowledged, telecopied and confirmed by telecopy answerback or three (3) Business Days after the same shall have been deposited in the United States mail (by registered or certified mail, return receipt requested, postage prepaid), whichever is earlier. Each Holder as of the date hereof acknowledges and agrees that, as of the date hereof, it holds the number of Registrable Securities set forth next to its name on Schedule II attached hereto. Any member of the Icahn Group that desires to become an Additional Holder in accordance with the terms of this Agreement shall provide written notice to Hertz setting forth its address and the number of Registrable Securities held by such Person and agreeing to be bound by the terms hereof, and upon receipt of such notice Hertz shall amend Schedule II attached hereto to reflect such Additional Holder, its address and the number of Registrable Securities held thereby without any further action or consent required from the parties to this Agreement. From time to time and promptly following a written request by Hertz, each such Holder and Additional Holder shall provide written notice to Hertz of any increase or decrease in the number of Registrable Securities held by such Person, and upon receipt of any such notice, Hertz shall amend Schedule II attached hereto to reflect such increase or decrease in the number of Registrable Securities held by such Person without any further action or consent required from the parties to this Agreement; provided that if any such Holder or Additional Holder discloses such increase or decrease in the number of Registrable Securities held by such person in any filing made pursuant to Section 13 or 16 of the Exchange Act, such Holder or Additional Holder, as the case may be, shall be deemed to have provided notice to Hertz as provided in this sentence. Solely for purposes of this Agreement, in determining the number of Registrable Securities outstanding at any time and the Holders thereof, Hertz shall be entitled to rely conclusively on Schedule II attached hereto (as so amended in accordance with the terms of this Agreement to reflect all such written notices received by Hertz from time to time).

Notice Generally. Any notice, demand, request, consent, approval, declaration, delivery or other communication hereunder to be made pursuant to the provisions of this Agreement shall be deemed sufficiently given or made if in writing and signed by the party making the same, and either delivered in person with receipt acknowledged or sent by registered or certified mail, return receipt requested, postage prepaid, or by telecopy and confirmed by telecopy answerback, addressed as follows: addressed, if to any Holder, at the address of such Holder as set forth on the signature pages hereto, with copies to: Icahn Associates Corp. HY I INVESTMENTS, L.L.C. Two ▇. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ With a copy to (which shall not constitute notice): Icahn Associates Corp. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Attn: General Counsel Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ EmailFacsimile: (▇▇▇) ▇▇▇-▇▇@▇▇▇▇▇.▇▇▇ ▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ and if to Hertzthe Company, at: Hertz Global Holdings, at American Commercial Lines Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ Estero, Florida 33928 Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Senior Vice President and Acting General Counsel Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ With a copy to (which shall not constitute notice): Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: General Counsel Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: 212(▇▇▇) ▇▇▇-403-2000 Email▇▇▇▇ With copies to: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP Bank ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇@▇▇ ▇▇▇▇.▇▇▇ Attention: ▇, ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇ or at such other address as may be substituted by notice given as herein provided. The giving of any notice required hereunder may be waived in writing by the party entitled to receive such notice. Every notice, demand, request, consent, approval, declaration, delivery or other communication hereunder shall be deemed to have been duly given or served and received on the date on which personally delivered, with receipt acknowledged, telecopied and confirmed by telecopy answerback or three (3) Business Days after the same shall have been deposited in the United States mail (by registered or certified mail, return receipt requested, postage prepaid), whichever is earlier. Each Holder as of the date hereof acknowledges and agrees that, as of the date hereof, it holds the number of Registrable Securities set forth next to its name on Schedule II attached hereto. Any member of the Icahn Group that desires to become an Additional Holder in accordance with the terms of this Agreement shall provide written notice to Hertz setting forth its address and the number of Registrable Securities held by such Person and agreeing to be bound by the terms hereof, and upon receipt of such notice Hertz shall amend Schedule II attached hereto to reflect such Additional Holder, its address and the number of Registrable Securities held thereby without any further action or consent required from the parties to this Agreement. From time to time and promptly following a written request by Hertz, each such Holder and Additional Holder shall provide written notice to Hertz of any increase or decrease in the number of Registrable Securities held by such Person, and upon receipt of any such notice, Hertz shall amend Schedule II attached hereto to reflect such increase or decrease in the number of Registrable Securities held by such Person without any further action or consent required from the parties to this Agreement; provided that if any such Holder or Additional Holder discloses such increase or decrease in the number of Registrable Securities held by such person in any filing made pursuant to Section 13 or 16 of the Exchange Act, such Holder or Additional Holder, as the case may be, shall be deemed to have provided notice to Hertz as provided in this sentence. Solely for purposes of this Agreement, in determining the number of Registrable Securities outstanding at any time and the Holders thereof, Hertz shall be entitled to rely conclusively on Schedule II attached hereto (as so amended in accordance with the terms of this Agreement to reflect all such written notices received by Hertz from time to time).

Notice Generally. Any notice, demand, request, consent, approval, declaration, delivery or other communication hereunder to be made pursuant to the provisions of this Agreement Warrant shall be deemed sufficiently given or made if in writing and signed by the party making the same, and either delivered by facsimile or electronic mail transmission with receipt acknowledged, in person with receipt acknowledged or sent by overnight courier, registered mail or certified mail, return receipt requested, postage prepaid, or by telecopy and confirmed by telecopy answerback, addressed as follows: if to any HolderHolder of this Warrant or of Warrant Stock issued upon the exercise hereof, at its last known address appearing on the books of the Issuer maintained for such purpose; if to the Issuer, at its Designated Office, with a copy to: Icahn Associates Corp. ▇▇▇▇ ▇▇▇▇▇▇▇ LLC ▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ With a copy to (which shall not constitute notice): Icahn Associates Corp. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ ▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ and if to Hertz, at: Hertz Global Holdings, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ Estero, Florida 33928 Attention: ▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Senior Vice President and Acting General Counsel Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ With a copy to (which shall not constitute notice): Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Facsimile: 212-403-2000 Email: ▇▇▇▇▇▇@▇▇▇▇.▇▇▇ Attention: ▇▇▇▇▇ ▇ ▇▇▇▇ or at such other address as may be substituted by notice given as herein provided. The giving of any notice required hereunder may be waived in writing by the party entitled to receive such notice. Every notice, demand, request, consent, approval, declaration, delivery or other communication hereunder shall be deemed to have been duly given or served and received on the date on which it was sent by facsimile or electronic mail transmission, or personally delivered, with receipt acknowledged, telecopied and confirmed by telecopy answerback or three four (34) Business Days after the same shall have been deposited in the United States mail (by registered or certified mail, return receipt requested, postage prepaid), whichever is earlier. Each Holder as of or one (1) Business Day after the date hereof acknowledges and agrees that, as of the date hereof, it holds the number of Registrable Securities set forth next same shall have been delivered to its name on Schedule II attached hereto. Any member of the Icahn Group that desires to become an Additional Holder in accordance with the terms of this Agreement shall provide written notice to Hertz setting forth its address and the number of Registrable Securities held by such Person and agreeing to be bound by the terms hereof, and upon receipt of such notice Hertz shall amend Schedule II attached hereto to reflect such Additional Holder, its address and the number of Registrable Securities held thereby without any further action Federal Express or consent required from the parties to this Agreement. From time to time and promptly following a written request by Hertz, each such Holder and Additional Holder shall provide written notice to Hertz of any increase or decrease in the number of Registrable Securities held by such Person, and upon receipt of any such notice, Hertz shall amend Schedule II attached hereto to reflect such increase or decrease in the number of Registrable Securities held by such Person without any further action or consent required from the parties to this Agreement; provided that if any such Holder or Additional Holder discloses such increase or decrease in the number of Registrable Securities held by such person in any filing made pursuant to Section 13 or 16 of the Exchange Act, such Holder or Additional Holder, as the case may be, shall be deemed to have provided notice to Hertz as provided in this sentence. Solely for purposes of this Agreement, in determining the number of Registrable Securities outstanding at any time and the Holders thereof, Hertz shall be entitled to rely conclusively on Schedule II attached hereto (as so amended in accordance with the terms of this Agreement to reflect all such written notices received by Hertz from time to time)another overnight courier service.

Notice Generally. Any noticeAll notices, demanddemands, request, consent, approval, declaration, delivery communications and deliveries required or other communication hereunder to be made pursuant to the provisions of permitted by this Agreement shall be deemed sufficiently given or made if in writing and signed by the party making the same, shall specify the Section of this Agreement pursuant to which it is given or being made and either shall be deemed given or made (i) on the date delivered if delivered by telecopy or in person with receipt acknowledged or sent person, (ii) on the third (3rd) Business Day after it is mailed if mailed by registered or certified mail, mail (return receipt requested) (with postage and other fees prepaid) or (iii) on the day after it is delivered, postage prepaid, or by telecopy and confirmed by telecopy answerbackto an overnight express delivery service that confirms to the sender delivery on such day, addressed as follows: if : (i) If to any Holder, at its last known address appearing on the books of Company maintained for such purpose. (ii) If to Company, at: Icahn Associates Corp. W▇▇▇▇▇▇▇▇▇▇▇ Coal Company 2 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ With a copy to (which shall not constitute notice): Icahn Associates Corp. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: [R▇▇▇▇ ▇▇▇▇▇▇▇] Telecopy No.: [(▇▇▇) ▇▇▇-▇▇▇▇] With a copy to: WilmerHale 1▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ ▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ and if to Hertz, at: Hertz Global Holdings, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ Estero, Florida 33928 Attention: ▇M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Senior Vice President and Acting General Counsel Email▇ Telecopy No.: (▇▇▇) ▇▇▇▇▇@▇▇▇▇▇.▇▇▇ With a copy to (which shall not constitute notice): Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Facsimile: 212-403-2000 Email: ▇▇▇▇▇▇@▇▇▇▇.▇▇▇ Attention: ▇▇▇▇▇ ▇ ▇▇▇▇ or at such other address as may be substituted by notice given as herein provided. The giving of any notice required hereunder may be waived in writing by the party entitled to receive such notice. Every notice, demand, request, consent, approval, declaration, delivery or other communication hereunder shall be deemed to have been duly given or served and received on the date on which personally delivered, with receipt acknowledged, telecopied and confirmed by telecopy answerback or three (3) Business Days after the same shall have been deposited in the United States mail (by registered or certified mail, return receipt requested, postage prepaid), whichever is earlier. Each Holder as of the date hereof acknowledges and agrees that, as of the date hereof, it holds the number of Registrable Securities set forth next to its name on Schedule II attached hereto. Any member of the Icahn Group that desires to become an Additional Holder in accordance with the terms of this Agreement shall provide written notice to Hertz setting forth its address and the number of Registrable Securities held by such Person and agreeing to be bound by the terms hereof, and upon receipt of such notice Hertz shall amend Schedule II attached hereto to reflect such Additional Holder, its address and the number of Registrable Securities held thereby without any further action or consent required from the parties to this Agreement. From time to time and promptly following a written request by Hertz, each such Holder and Additional Holder shall provide written notice to Hertz of any increase or decrease in the number of Registrable Securities held by such Person, and upon receipt of any such notice, Hertz shall amend Schedule II attached hereto to reflect such increase or decrease in the number of Registrable Securities held by such Person without any further action or consent required from the parties to this Agreement; provided that if any such Holder or Additional Holder discloses such increase or decrease in the number of Registrable Securities held by such person in any filing made pursuant to Section 13 or 16 of the Exchange Act, such Holder or Additional Holder, as the case may be, shall be deemed to have provided notice to Hertz as provided in this sentence. Solely for purposes of this Agreement, in determining the number of Registrable Securities outstanding at any time and the Holders thereof, Hertz shall be entitled to rely conclusively on Schedule II attached hereto (as so amended in accordance with the terms of this Agreement to reflect all such written notices received by Hertz from time to time).

Notice Generally. Any noticeAll notices, demanddemands, request, consent, approval, declaration, delivery communications and deliveries required or other communication hereunder to be made pursuant to the provisions of permitted by this Agreement shall be deemed sufficiently given or made if in writing and signed by the party making the same, shall specify the Section of this Agreement pursuant to which it is given or being made and either shall be deemed given or made (i) on the date delivered if delivered by telecopy or in person with receipt acknowledged or sent person, (ii) on the third (3rd) Business Day after it is mailed if mailed by registered or certified mail, mail (return receipt requested) (with postage and other fees prepaid) or (iii) on the day after it is delivered, postage prepaid, or by telecopy and confirmed by telecopy answerbackto an overnight express delivery service that confirms to the sender delivery on such day, addressed as follows: if : (i) If to any Holder, at its last known address appearing on the books of Company maintained for such purpose. (ii) If to Company, at: Icahn Associates Corp. ▇▇▇ Exide Technologies ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ With a copy to (which shall not constitute notice): Icahn Associates Corp. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇ Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇ With copies to: Exide Technologies ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Law Department Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇ Email: and ▇▇▇▇▇▇▇▇@▇ & ▇▇▇▇▇.▇ LLP ▇▇▇ ▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ and if to Hertz, at: Hertz Global Holdings, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ EsteroChicago, Florida 33928 IL 60601 Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Senior Vice President and Acting General Counsel EmailP.C. Telecopy No.: (▇▇▇) ▇▇▇▇▇@▇▇▇▇▇.▇▇▇ With a copy to (which shall not constitute notice): Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Facsimile: 212-403-2000 Email: ▇▇▇▇▇▇@▇▇▇▇.▇▇▇ Attention: ▇▇▇▇▇ ▇ ▇▇▇▇ or at such other address as may be substituted by notice given as herein provided. The giving of any notice required hereunder may be waived in writing by the party entitled to receive such notice. Every notice, demand, request, consent, approval, declaration, delivery or other communication hereunder shall be deemed to have been duly given or served and received on the date on which personally delivered, with receipt acknowledged, telecopied and confirmed by telecopy answerback or three (3) Business Days after the same shall have been deposited in the United States mail (by registered or certified mail, return receipt requested, postage prepaid), whichever is earlier. Each Holder as of the date hereof acknowledges and agrees that, as of the date hereof, it holds the number of Registrable Securities set forth next to its name on Schedule II attached hereto. Any member of the Icahn Group that desires to become an Additional Holder in accordance with the terms of this Agreement shall provide written notice to Hertz setting forth its address and the number of Registrable Securities held by such Person and agreeing to be bound by the terms hereof, and upon receipt of such notice Hertz shall amend Schedule II attached hereto to reflect such Additional Holder, its address and the number of Registrable Securities held thereby without any further action or consent required from the parties to this Agreement. From time to time and promptly following a written request by Hertz, each such Holder and Additional Holder shall provide written notice to Hertz of any increase or decrease in the number of Registrable Securities held by such Person, and upon receipt of any such notice, Hertz shall amend Schedule II attached hereto to reflect such increase or decrease in the number of Registrable Securities held by such Person without any further action or consent required from the parties to this Agreement; provided that if any such Holder or Additional Holder discloses such increase or decrease in the number of Registrable Securities held by such person in any filing made pursuant to Section 13 or 16 of the Exchange Act, such Holder or Additional Holder, as the case may be, shall be deemed to have provided notice to Hertz as provided in this sentence. Solely for purposes of this Agreement, in determining the number of Registrable Securities outstanding at any time and the Holders thereof, Hertz shall be entitled to rely conclusively on Schedule II attached hereto (as so amended in accordance with the terms of this Agreement to reflect all such written notices received by Hertz from time to time).

Notice Generally. Any notice, demand, request, consent, approval, declaration, delivery or Except in the case of notices and other communication hereunder communications expressly permitted to be made pursuant to the provisions of this Agreement given by telephone (and except as provided in paragraph (b) below), all notices and other communications provided for herein shall be deemed sufficiently given or made if in writing and signed shall be delivered by the party making the samehand or overnight courier service, and either delivered in person with receipt acknowledged mailed by certified or registered mail or sent by registered or certified mail, return receipt requested, postage prepaid, or by telecopy and confirmed by telecopy answerback, addressed facsimile as follows: : (i) if to any Holder: Icahn Associates Corp. the Borrower, to it at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ With a copy to (which shall not constitute notice): Icahn Associates Corp. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ ▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ and if to Hertz, at: Hertz Global Holdings, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ Estero, Florida 33928 Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Senior Vice President & Treasurer, (Facsimile No. (▇▇▇) ▇▇▇-▇▇▇▇; Telephone No. (▇▇▇) ▇▇▇-▇▇▇▇) and Acting ▇▇▇▇▇ ▇. ▇▇▇▇, General Counsel Email: Counsel, (Facsimile No. (▇▇▇) ▇▇▇-▇▇▇▇; Telephone No. (▇▇▇) ▇▇▇-▇▇▇▇) ; (ii) if to the Agent, to JPMorgan Loan Services, JPMorgan Chase Bank, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇@, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Tel: ▇▇▇-▇▇▇-▇▇▇▇, Fax: ▇▇▇-▇▇▇-▇▇▇▇, email: ▇▇▇.▇▇▇▇▇▇.▇▇▇ With a copy to (which shall not constitute notice): Wachtell▇▇▇▇▇▇▇.▇@▇▇▇▇▇▇▇▇.▇▇▇, Lipton, Attention: ▇▇▇▇▇▇▇ & ▇▇▇▇ ▇▇ ▇▇▇▇ ▇, with a copy, in the case of any Notice of Borrowing or Notice of Competitive Bid Borrowing to be denominated in a Foreign Currency, to JPMorgan Europe Limited, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇, ▇▇▇▇, ▇▇ ▇▇▇▇▇ Facsimile: 212-403-2000 Email: ▇▇▇▇▇▇@▇▇▇▇.▇▇▇ Attention: Tele no ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ Fax no ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ Attention Loan and Agency Manager; and (iii) if to a Lender, to it at its address (or at such other address as may be substituted facsimile number) set forth in its Administrative Questionnaire. Notices sent by notice given as herein provided. The giving of any notice required hereunder may be waived in writing hand or overnight courier service, or mailed by the party entitled to receive such notice. Every noticecertified or registered mail, demand, request, consent, approval, declaration, delivery or other communication hereunder shall be deemed to have been duly given or served and received on the date on which personally delivered, with receipt acknowledged, telecopied and confirmed when received; notices sent by telecopy answerback or three (3) Business Days after the same facsimile shall be deemed to have been deposited in the United States mail given when sent (by registered or certified mail, return receipt requested, postage prepaid), whichever is earlier. Each Holder as of the date hereof acknowledges and agrees except that, as of if not given during normal business hours for the date hereof, it holds the number of Registrable Securities set forth next to its name on Schedule II attached hereto. Any member of the Icahn Group that desires to become an Additional Holder in accordance with the terms of this Agreement shall provide written notice to Hertz setting forth its address and the number of Registrable Securities held by such Person and agreeing to be bound by the terms hereof, and upon receipt of such notice Hertz shall amend Schedule II attached hereto to reflect such Additional Holder, its address and the number of Registrable Securities held thereby without any further action or consent required from the parties to this Agreement. From time to time and promptly following a written request by Hertz, each such Holder and Additional Holder shall provide written notice to Hertz of any increase or decrease in the number of Registrable Securities held by such Person, and upon receipt of any such notice, Hertz shall amend Schedule II attached hereto to reflect such increase or decrease in the number of Registrable Securities held by such Person without any further action or consent required from the parties to this Agreement; provided that if any such Holder or Additional Holder discloses such increase or decrease in the number of Registrable Securities held by such person in any filing made pursuant to Section 13 or 16 of the Exchange Act, such Holder or Additional Holder, as the case may berecipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through electronic communications, to the extent provided notice to Hertz in paragraph (b) below, shall be effective as provided in this sentence. Solely for purposes of this Agreement, in determining the number of Registrable Securities outstanding at any time and the Holders thereof, Hertz shall be entitled to rely conclusively on Schedule II attached hereto said paragraph (as so amended in accordance with the terms of this Agreement to reflect all such written notices received by Hertz from time to timeb).

Notice Generally. Any notice, demand, request, consent, approval, declaration, delivery or other communication hereunder to be made pursuant to the provisions of this Agreement shall be deemed sufficiently given or made if in writing and signed by the party making the same, and either delivered in person with receipt acknowledged or by telecopy and confirmed by telecopy answerback, with an original copy of same to be sent by registered or certified mail, return receipt requested, postage prepaid, or by telecopy and confirmed by telecopy answerback, addressed as follows: if : (a) If to any Holder: Icahn Associates Corp. ▇▇▇ ▇Holder or holder of Certificate Shares, at its last known address appearing on the books of the Company maintained for such purpose. 50 (b) If to the Company at Crown Media Holdings, Inc. ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ With a copy to (which shall not constitute notice): Icahn Associates Corp. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ ▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ and if to Hertz, at: Hertz Global Holdings, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Estero, Florida 33928 AttentionAttn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Senior Vice President and Acting General Counsel EmailEsq. Fax: (▇▇▇) ▇▇▇-▇▇▇▇ with copies to: Hallmark Cards, Incorporated 2501 ▇▇▇▇▇▇▇▇@, P.O. Box 419126 Mail Drop #339 ▇▇▇▇▇.▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ With a copy to Attn: General Counsel Fax: (which shall not constitute notice): ▇▇▇) ▇▇▇-▇▇▇▇ and: Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ FacsimileAttn: 212-403-2000 Email: ▇▇▇▇ ▇. ▇▇▇▇▇▇@▇▇, Esq. Fax: (▇▇▇▇.▇▇▇ Attention: ) ▇▇▇▇▇ ▇ -▇▇▇▇ or at such other address as may be substituted by notice given as herein provided, and the Company shall notify the Administrative Agent of such other address. The Company shall deliver to the Administrative Agent any notice that the Company delivers pursuant to this Agreement. The giving of any notice required hereunder may be waived in writing by the party entitled to receive such notice. Every notice, demand, request, consent, approval, declaration, delivery or other communication hereunder shall be deemed to have been duly given or served and received on the date on which personally delivered, with receipt acknowledged, telecopied and confirmed by telecopy answerback answerback, or three (3) consecutive Business Days immediately after the same shall have been deposited in the United States mail (by registered mail. Failure or certified mail, return receipt requested, postage prepaid), whichever is earlier. Each Holder as of the date hereof acknowledges and agrees that, as of the date hereof, it holds the number of Registrable Securities set forth next to its name on Schedule II attached hereto. Any member of the Icahn Group that desires to become an Additional Holder delay in accordance with the terms of this Agreement shall provide written notice to Hertz setting forth its address and the number of Registrable Securities held by such Person and agreeing to be bound by the terms hereof, and upon receipt of such notice Hertz shall amend Schedule II attached hereto to reflect such Additional Holder, its address and the number of Registrable Securities held thereby without any further action or consent required from the parties to this Agreement. From time to time and promptly following a written request by Hertz, each such Holder and Additional Holder shall provide written notice to Hertz delivering copies of any increase notice, demand, request, approval, declaration, delivery or decrease other communication to the person designated above to receive a copy shall in no way adversely affect the number effectiveness of Registrable Securities held by such Person, and upon receipt of any such notice, Hertz shall amend Schedule II attached hereto to reflect such increase demand, request, approval, declaration, delivery or decrease in the number of Registrable Securities held by such Person without any further action or consent required from the parties to this Agreement; provided that if any such Holder or Additional Holder discloses such increase or decrease in the number of Registrable Securities held by such person in any filing made pursuant to Section 13 or 16 of the Exchange Act, such Holder or Additional Holder, as the case may be, shall be deemed to have provided notice to Hertz as provided in this sentence. Solely for purposes of this Agreement, in determining the number of Registrable Securities outstanding at any time and the Holders thereof, Hertz shall be entitled to rely conclusively on Schedule II attached hereto (as so amended in accordance with the terms of this Agreement to reflect all such written notices received by Hertz from time to time)other communication.

Notice Generally. Any notice, demand, request, consent, approval, declaration, delivery or other communication hereunder to be made pursuant to the provisions of this Agreement shall be deemed sufficiently given or made if in writing and signed by the party making the same, and either delivered in person with receipt acknowledged or sent by registered or certified mail, return receipt requested, postage prepaid, or by telecopy and confirmed by telecopy answerback, addressed as follows: addressed, if to any Holder: Icahn Associates Corp. , at the address of such Holder as set forth on the signature pages hereto, with copies to ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ LLP ▇▇, ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ AttentionAttn: ▇▇▇▇▇ ▇▇▇▇▇ Email: . ▇▇▇▇▇▇@▇▇▇▇▇., Esq. ▇▇▇ With a copy to (which shall not constitute notice): Icahn Associates Corp. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Esq. Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ and if to the Company, at Leap Wireless International, Inc. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ AttentionAttn: General Counsel Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ With copies to: ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ ▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ and if to Hertz, at: Hertz Global Holdings, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ Estero, Florida 33928 Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Senior Vice President and Acting General Counsel Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ With a copy to (which shall not constitute notice): Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ FacsimileAttn: 212-403-2000 Email: ▇▇▇▇▇ ▇▇▇▇▇▇@▇▇, Esq. Telephone: (▇▇▇▇.) ▇▇▇ Attention: ▇-▇▇▇▇ ▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ or at such other address as may be substituted by notice given as herein provided. The giving of any notice required hereunder may be waived in writing by the party entitled to receive such notice. Every notice, demand, request, consent, approval, declaration, delivery or other communication hereunder shall be deemed to have been duly given or served and received on the date on which personally delivered, with receipt acknowledged, telecopied and confirmed by telecopy answerback or three (3) Business Days after the same shall have been deposited in the United States mail (by registered or certified mail, return receipt requested, postage prepaid), whichever is earlier. Each Holder as of the date hereof acknowledges and agrees that, as of the date hereof, it holds the number of Registrable Securities set forth next to its name on Schedule II attached hereto. Any member of the Icahn Group that desires to become an Additional Holder in accordance with the terms of this Agreement shall provide written notice to Hertz setting forth its address and the number of Registrable Securities held by such Person and agreeing to be bound by the terms hereof, and upon receipt of such notice Hertz shall amend Schedule II attached hereto to reflect such Additional Holder, its address and the number of Registrable Securities held thereby without any further action or consent required from the parties to this Agreement. From time to time and promptly following a written request by Hertz, each such Holder and Additional Holder shall provide written notice to Hertz of any increase or decrease in the number of Registrable Securities held by such Person, and upon receipt of any such notice, Hertz shall amend Schedule II attached hereto to reflect such increase or decrease in the number of Registrable Securities held by such Person without any further action or consent required from the parties to this Agreement; provided that if any such Holder or Additional Holder discloses such increase or decrease in the number of Registrable Securities held by such person in any filing made pursuant to Section 13 or 16 of the Exchange Act, such Holder or Additional Holder, as the case may be, shall be deemed to have provided notice to Hertz as provided in this sentence. Solely for purposes of this Agreement, in determining the number of Registrable Securities outstanding at any time and the Holders thereof, Hertz shall be entitled to rely conclusively on Schedule II attached hereto (as so amended in accordance with the terms of this Agreement to reflect all such written notices received by Hertz from time to time).