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. 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Xxxxx Email: XXxxxx@xxxxx.xxx With a copy to (which shall not constitute notice): Icahn Associates Corp. 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx Xxxxxxx Xxxxx Xxxxxx Email: XXxxxxxx@xxxxx.xxx XXxxxxx@xxxxx.xxx and if to Hertz, at: Hertz Global Holdings, Inc. 0000 Xxxxxxxx Xxxx Estero, Florida 33928 Attention: Xxxxxxx X. Xxxxxxx, Senior Vice President and Acting General Counsel Email: XXxxxxxx@xxxxx.xxx With a copy to (which shall not constitute notice): Wachtell, Lipton, Xxxxx & Xxxx 00 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Facsimile: 212-403-2000 Email: xxxxxx@xxxx.xxx Attention: Xxxxx X Xxxx 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. 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Xxxxx Email: XXxxxx@xxxxx.xxx With a copy to (which shall not constitute notice): Icahn Associates Corp. 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx Xxxxxxx Xxxxx Xxxxxx Email: XXxxxxxx@xxxxx.xxx XXxxxxx@xxxxx.xxx and if to HertzHERC, at: Hertz Global HoldingsHERC HOLDINGS INC. 00000 Xxxxxxxxx Xxxxxx Xxxx., Inc. 0000 Xxxxxxxx Xxxx EsteroXxxxxx Xxxxxxx, Florida 33928 Xxxxxxx 00000 Attention: Xxxxxxx X. Xxxxxxx, Senior Vice President and Acting General Counsel Chief Legal Officer Email: XXxxxxxx@xxxxx.xxx xxxxxxxx@xxxxx.xxx With a copy to (which shall not constitute notice): Wachtell, Lipton, Xxxxx & Xxxx 00 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Facsimile: 212-403-2000 Email: xxxxxx@xxxx.xxx Attention: Xxxxx X Xxxx 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 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 Exhibit B hereto: Icahn Associates Corp. with copies to: Stroock & Stroock & Xxxxx LLP 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 AttentionAttn: Xxxxx Xxxxx EmailXxxxxxxx, Esq. Telephone: XXxxxx@xxxxx.xxx With a copy to (which shall not constitute notice): Icahn Associates Corp. 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention000) 000-0000 Facsimile: Xxxxxx Xxxxxxx Xxxxx Xxxxxx Email: XXxxxxxx@xxxxx.xxx XXxxxxx@xxxxx.xxx (000) 000-0000 and if to HertzNew Loral or New Skynet, at: Hertz Global Holdings, Loral Space & Communications Inc. 0000 Xxxxxxxx Xxxx Estero, Florida 33928 Attention: Xxxxxxx X. Xxxxxxx, Senior Vice President and Acting General Counsel Email: XXxxxxxx@xxxxx.xxx With a copy to (which shall not constitute notice): Wachtell, Lipton, 000 Xxxxx & Xxxx 00 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Chief Financial Officer Telephone: Facsimile: 212-403-2000 Emailwith copies to: xxxxxx@xxxx.xxx AttentionLoral Space & Communications Inc. 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Attn: Xxxxx X Xxxx 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 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. 000 O’Melveny & Xxxxx Xxxxxx, 00xx LLP Times Square Tower 0 Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Xxxxx Email: XXxxxx@xxxxx.xxx With a copy to (which shall not constitute notice): Icahn Associates Corp. 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx Xxxxxxx Xxxxx Xxxxxx Email: XXxxxxxx@xxxxx.xxx XXxxxxx@xxxxx.xxx and if to Hertz, at: Hertz Global Holdings, Inc. 0000 Xxxxxxxx Xxxx Estero, Florida 33928 Attention: Xxxxxxx X. Xxxxxxx, Senior Vice President and Acting General Counsel Email: XXxxxxxx@xxxxx.xxx With a copy to (which shall not constitute notice): Wachtell, Lipton, Xxxxx & Xxxx 00 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Xxxxx Xxxxxxxx, Esq. Telephone: 000-000-0000 Facsimile: 212000-403000-2000 Email0000 and if to Loral, at: xxxxxx@xxxx.xxx AttentionLoral Space & Communications Inc. 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Attn: Chief Financial Officer Telephone: 000-000-0000 Facsimile: 000-000-0000 with copies to: Loral Space & Communications Inc. 000 Xxxxx X Xxxx Xxxxxx Xxx Xxxx, XX 00000 Attn: General Counsel Telephone: 000-000-0000 Facsimile: 000-000-0000 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 answerbackfacsimile or electronic mail, addressed as follows: if to any HolderHolder who is a member of the Icahn Group: Icahn Associates Corp. 000 Xxxxx Enterprises L.P. 10000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx XxxxPH-1 Sunny Isles Beach, Xxx Xxxx 00000 AttentionFL 33160Attention: Xxxxx Kxxxx Xxxxx Email: XXxxxx@xxxxx.xxx KXxxxx@xxxx.xxx With a copy to (which shall not constitute notice): Icahn Associates Corp. 000 Xxxxx Enterprises L.P. 10000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx XxxxPH-1 Sunny Isles Beach, Xxx FL 33160Attention: Jxxxx Xxxx 00000 Attention: Xxxxxx Xxxxxxx Xxxxx Xxxxxx Email: XXxxxxxx@xxxxx.xxx XXxxxxx@xxxxx.xxx and JXxxx@xxxxx.xxx if to Hertzany Holder who is a member of the Dxxxxx Group: Dxxxxx Xxxxxx 3000 Xxxxx Xxx, at: Hertz Global HoldingsXxxxx 000 Xxxxxx, Inc. 0000 Xxxxxxxx Xxxx Estero, Florida 33928 Attention: Xxxxxxx X. Xxxxxxx, Senior Vice President and Acting General Counsel XX 00000 Email: XXxxxxxx@xxxxx.xxx sxxxxxx@xxxxxxxxx.xxx With a copy to (which shall not constitute notice): WachtellWxxxxxx & Co. PLLC Email: jxxxx@xxxxxxxxx.xxx Attention: Jxxxx X. Xxxxxxx and if to Xerox, Liptonat: Xerox Holdings Corporation 200 Xxxxxxx 0 Norwalk, Xxxxx Connecticut 06851 Email: lxxxx.xxxxxx@xxxxx.xxx Attention: Lxxxx Xxxxxx, Executive Vice President, Chief Corporate Development Officer and Chief Legal Officer With a copy to (which shall not constitute notice): Wxxxxxx Xxxx & Xxxx 00 Xxxx 00xx Gxxxxxxxx LLP 700 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Facsimile: 212200-403000-2000 0000 Email: xxxxxx@xxxx.xxx rxxxx@xxxxxxx.xxx Attention: Xxxxx X Xxxx Rxxxxxx Leaf 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 the date on which the facsimile or electronic mail it sent so long as the sender receives confirmation regarding the success of transmission thereof, 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 or the Dxxxxx Group that desires to become an Additional Holder in accordance with the terms of this Agreement shall provide written notice to Hertz Xerox 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 Xerox 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 HertzXerox, each such Holder and Additional Holder shall provide written notice to Hertz Xerox of any increase or decrease in the number of Registrable Securities held by such Person, and upon receipt of any such notice, Hertz Xerox 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 Xerox 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 Xerox 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 Xerox 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. 000 Xxxxx MHR Fund Management LLC 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxx Xxxx Xxxxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 with copies to: O’Melveny & Xxxxx LLP Times Square Tower 0 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 AttentionAttn: Xxxxx Xxxxxxxx, Esq. Telephone: (000) 000-0000 Facsimile: (000) 000-0000 and if to Lionsgate, at: Lions Gate Entertainment Corp. 0000 Xxxxxxxx Xxxxxx, Xxxxx Email: XXxxxx@xxxxx.xxx With a copy to (which shall not constitute notice): Icahn Associates Corp. 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx Xxxxxxxxxx 00000 AttentionAttn: Xxxxxx Xxxxxxx Xxxxx Xxxxxx Email: XXxxxxxx@xxxxx.xxx XXxxxxx@xxxxx.xxx and if to Hertz, at: Hertz Global Holdings, Inc. 0000 Xxxxxxxx Xxxx Estero, Florida 33928 Attention: Xxxxxxx X. Xxxxxxx, Senior Vice President and Acting General Counsel EmailTelephone: XXxxxxxx@xxxxx.xxx With a copy to (which shall not constitute notice): 000) 000-0000 Facsimile: (000) 000-0000 with copies to: Wachtell, Lipton, Xxxxx & Xxxx 00 Xxxx X. 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Xxxxx Xxxx, Jr. Telephone: (000) 000-0000 Facsimile: 212(000) 000-403-2000 Email: xxxxxx@xxxx.xxx Attention: Xxxxx X Xxxx 0000 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: if to any HolderHolder or the AT&T Representative, at: Icahn Associates AT&T Media Holdings, Inc. 2000 X. Xxxxxxxx Xxxxxxx Xx Xxxxxxx, XX 00000 Attn: Dxx Xxxx, Chief Content Officer with a copy to: AT&T Media Holdings, Inc. 2000 X. Xxxxxxxx Xxxxxxx Xx Xxxxxxx, XX 00000 Attn: Jxx Xxxx, General Counsel and if to Lionsgate, at: Lions Gate Entertainment Corp. 2000 Xxxxxxxx Xxxxxx, Xxxxx 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx Xxxxxxxxxx 00000 AttentionAttn: Xxxxx Xxxxx Email: XXxxxx@xxxxx.xxx With a copy to (which shall not constitute notice): Icahn Associates Corp. 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx Xxxxxxx Xxxxx Xxxxxx Email: XXxxxxxx@xxxxx.xxx XXxxxxx@xxxxx.xxx and if to Hertz, at: Hertz Global Holdings, Inc. 0000 Xxxxxxxx Xxxx Estero, Florida 33928 Attention: Xxxxxxx X. Xxxxxxx, Senior Vice President and Acting General Counsel EmailTelephone: XXxxxxxx@xxxxx.xxx With a copy to (which shall not constitute notice): 000) 000-0000 Facsimile: (000) 000-0000 with copies to: Wachtell, Lipton, Xxxxx Rxxxx & Xxxx 00 Xxxx Kxxx 50 X. 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Dxxxx X. Xxxxxxx Gxxxxx X. Xxxxxx Telephone: (000) 000-0000 Facsimile: 212(000) 000-403-2000 Email: xxxxxx@xxxx.xxx Attention: Xxxxx X Xxxx 0000 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 AT&T 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: Icahn Associates Corp. , at the address of such Holder as set forth on the signature pages hereto, with copies to Xxxxxxx Xxxxx LLP 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 AttentionAttn: Xxxxx Xxxxx EmailXxxx X. Xxxxxxxxxxx, Esq. Xxxxxxx Xxxxxxxxx, Esq. Telephone: XXxxxx@xxxxx.xxx With a copy to (which shall not constitute notice): Icahn Associates Corp. 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention000) 000-0000 Facsimile: Xxxxxx Xxxxxxx Xxxxx Xxxxxx Email: XXxxxxxx@xxxxx.xxx XXxxxxx@xxxxx.xxx (000) 000-0000 and if to Hertzthe Company, at: Hertz Global Holdingsat Leap Wireless International, Inc. 0000 Xxxxxxxx Xxxx Estero, Florida 33928 Attention: 00000 Xxxxxxx X. Xxxxxxx, Senior Vice President and Acting General Counsel Email: XXxxxxxx@xxxxx.xxx With a copy to (which shall not constitute notice): Wachtell, Lipton, Xxxxxx Xxxxx & Xxxx 00 Xxxx 00xx Xxxxxx Xxx XxxxXxxxx, XX 00000 Attn: General Counsel Telephone: (000) 000-0000 Facsimile: 212(000) 000-403-2000 Email0000 With copies to: xxxxxx@xxxx.xxx AttentionXxxxxx & Xxxxxxx LLP 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000 Xxx Xxxxx, XX 00000 Attn: Xxxxx X Xxxx Xxxxxxxx, Esq. Telephone: (000) 000-0000 Facsimile: (000) 000-0000 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 000 Xxxxx Xxxx, Xxxxxx X, Xxxxxxxxxxx Xxxxxx Airport Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx XX 00000 Attentionwith copies to: Xxxxx Xxxxx Email: XXxxxx@xxxxx.xxx With a copy to (which shall not constitute notice): Icahn Associates Corp. Xxxxxxxx Xxxxxxx Xxxxxxxx & Xxxxxxxx LLP 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx Xxxxxxx Xxxxx Xxxxxx Email: XXxxxxxx@xxxxx.xxx XXxxxxx@xxxxx.xxx and if to Hertz, at: Hertz Global Holdings, Inc. 0000 Xxxxxxxx Xxxx Estero, Florida 33928 Attention: Xxxxxxx X. Xxxxxxx, Senior Vice President and Acting General Counsel Email: XXxxxxxx@xxxxx.xxx With a copy to (which shall not constitute notice): Wachtell, Lipton, Xxxxx & Xxxx 00 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Facsimile: 21200000-4030000 Xxxx Xxxxxxx Xxxxxxxx & Xxxxxxxx LLP 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000-2000 Email: xxxxxx@xxxx.xxx Attention: Xxxxx X Xxxx 0000 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 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. Stroock & Stroock & Xxxxx LLP 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx XX 00000 AttentionAttn: Xxxxx Xxxxx EmailXxxxxxxx, Esq. Telephone: XXxxxx@xxxxx.xxx With a copy to (which shall not constitute notice): Icahn Associates Corp. 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention000) 000-0000 Facsimile: Xxxxxx Xxxxxxx Xxxxx Xxxxxx Email: XXxxxxxx@xxxxx.xxx XXxxxxx@xxxxx.xxx (000) 000-0000 and if to HertzLoral or Skynet, at: Hertz Global Holdings, Loral Space & Communications Inc. 0000 Xxxxxxxx Xxxx Estero, Florida 33928 Attention: Xxxxxxx X. Xxxxxxx, Senior Vice President and Acting General Counsel Email: XXxxxxxx@xxxxx.xxx With a copy to (which shall not constitute notice): Wachtell, Lipton, 000 Xxxxx & Xxxx 00 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Chief Financial Officer Telephone: 000-000-0000 Facsimile: 212000-403000-2000 Email0000 with copies to: xxxxxx@xxxx.xxx AttentionLoral Space & Communications Inc. 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Attn: Xxxxx X Xxxx General Counsel Telephone: 000-000-0000 Facsimile: 000-000-0000 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. 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Xxxxx Email: XXxxxx@xxxxx.xxx With a copy to (which shall not constitute notice): Icahn Associates Corp. 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx Xxxxxxx Xxxxx Xxxxxx Email: XXxxxxxx@xxxxx.xxx XXxxxxx@xxxxx.xxx at the address of such Holder as set forth on the signature pages hereto; and if to Hertzany Company, at: Hertz Global Holdingsin care of Pioneer at Pioneer Companies, Inc. 700 Louisiana, Suite 4300 Houston, Texas 77002 Xxxxxxxxx: Xxxx Xxxxxxxxxx, Xxx. Vice President, General Counsel and Secretary Telecopy Number: (713) 223-9202 Xxxx a copy to: Weil, Gotshal & Manges LLP 100 Crescent Court, Suite 1300 Dallas, Texas 75201-0000 Xxxxxxxx Xxxx Estero, Florida 33928 AttentionXxxxxxxxx: Xxxxxxx Xxxxxx X. Xxxxxxx, Senior Vice President Xxx. Telecopy Number: (214) 746-0000 and Acting General Counsel Emailto: XXxxxxxx@xxxxx.xxx With a copy to (which shall not constitute notice): WachtellDewey Bxxxxxxxxx XXX Avenue of the Americas Xxx York, Lipton, Xxxxx & Xxxx 00 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Facsimile: 212-403-2000 Email: xxxxxx@xxxx.xxx New York 10019 Attention: Xxxxx X Xxxx Michael Sage, Xxx. Dev Sen, Esq. Telecopy Number: (212) 259-6353 or at such other address as may be substituted by notice given as herein notxxx xxxxx xx xerein 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: Icahn Associates Corp. 000 , at the address of such Holder as set forth on Schedule I hereto, with copies to O’Melveny & Xxxxx Xxxxxx, 00xx LLP Times Square Tower 0 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 AttentionAttn: Xxxxx Xxxxx EmailXxxxxxxx Telephone: XXxxxx@xxxxx.xxx With a copy to (which shall not constitute notice): Icahn Associates Corp. 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention000) 000-0000 Facsimile: Xxxxxx Xxxxxxx Xxxxx Xxxxxx Email: XXxxxxxx@xxxxx.xxx XXxxxxx@xxxxx.xxx (000) 000-0000 and if to Hertzthe Company, at: Hertz Global Holdingsat Leap Wireless International, Inc. 0000 Xxxxxxxx Xxxx Estero, Florida 33928 Attention: 00000 Xxxxxxx X. Xxxxxxx, Senior Vice President and Acting General Counsel Email: XXxxxxxx@xxxxx.xxx With a copy to (which shall not constitute notice): Wachtell, Lipton, Xxxxxx Xxxxx & Xxxx 00 Xxxx 00xx Xxxxxx Xxx XxxxXxxxx, XX 00000 Attn: General Counsel Telephone: (000) 000-0000 Facsimile: 212(000) 000-403-2000 Email0000 With copies to: xxxxxx@xxxx.xxx AttentionXxxxxx & Xxxxxxx LLP 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000 Xxx Xxxxx, XX 00000 Attn: Xxxxx X Xxxx Xxxxxxxx, Esq. Telephone: (000) 000-0000 Facsimile: (000) 000-0000 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 Holder in accordance with the terms of pursuant to 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 Hertztime, 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 or in connection herewith shall be deemed sufficiently given or made if in writing delivered, served and signed received: (i) when delivered by hand to the recipient named below, (ii) on the date of delivery to the address indicated below, properly addressed, as confirmed by the party agency or firm making delivery if the samenotice is delivered by regularly operating overnight delivery service, and either delivered in person with receipt acknowledged or such as Federal Express, (iii) on the date of delivery to the address indicated below, properly addressed, if sent via the United States Postal Service when sent by either registered or certified mail, postage prepaid, return receipt requested, (iv) if on a business day, on the date sent via telecopy, provided such delivery is confirmed (via a fax confirmation report), or (v) five business days after having been deposited with the United States Postal Service, properly addressed and postage prepaid. Notices shall be addressed by name and address to the recipient, or by telecopy and confirmed by telecopy answerback, addressed as follows: if to any Holdermember of the Onex Group, at: Icahn Associates Corp. [address] [Attention: ] [Telecopier:], with a copy similarly sent to: Xxxx Xxxxxxx LLP 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxx X. Xxxxxxxxx, Esq. Telecopier: 000-000-0000 if to Aetna, at: Aetna Inc. 000 Xxxxxxxxxx Xxxxxx Xxxxxxxx, XX 00000 Attention L. Xxxxxx Xxxx, Xx., General Counsel Telecopier: (000) 000-0000 with a copy similarly sent to: Xxxxx Xxxx & Xxxxxxxx 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxx X. Xxxxxx Telecopier: (000) 000-0000 if to Xxxxxxxx Xxxxx, at: Xxxxxxxx Xxxxx Xxxxxx & Xxxxx Capital, 000 Xxxxx Xxxxxx, Xxxxxx 00xx Xxxxx Xxx Xxxx, Xxx Xxxx XX 00000 Attention: Xxxxx Xxxxx EmailXxxx X. Xxxxxx Telecopier: XXxxxx@xxxxx.xxx With 000-000-0000 with a copy similarly sent to: Akin Gump Xxxxxxx Xxxxx & Xxxx LLP 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention:Xxxxxxx X. Xxxxxx, Esq. Telecopier: 212.872.1002, or if to (which shall not constitute notice): Icahn Associates Corp. the Company, at: Magellan Health Services, Inc. [address] [Attention: ] [Telecopier:], with a copy similarly sent to: Weil, Gotshal & Xxxxxx LLP 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx Xxxxxxx Xxxxx Xxxxxx EmailX. Xxxxxxxx, Esq. Telecopier: XXxxxxxx@xxxxx.xxx XXxxxxx@xxxxx.xxx and if to Hertz000-000-0000, at: Hertz Global Holdings, Inc. 0000 Xxxxxxxx Xxxx Estero, Florida 33928 Attention: Xxxxxxx X. Xxxxxxx, Senior Vice President and Acting General Counsel Email: XXxxxxxx@xxxxx.xxx With a copy to (which shall not constitute notice): Wachtell, Lipton, Xxxxx & Xxxx 00 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Facsimile: 212-403-2000 Email: xxxxxx@xxxx.xxx Attention: Xxxxx X Xxxx 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. 000 Xxxxx Xxxxxx, 00xx Xxxxx 000 Xxxxxxxxxxxxxxx, XX 00000 Attn: Xxxxxx Xxxxxx Xxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With copies to: Ropes & Xxxx LLP Xxx Xxxxxxxxxxxxx Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 Attn: Xxxx Xxxxxxxx, Esq. Telephone: (000) 000-0000 Facsimile: (000) 000-0000 - and – Xxxxxxx Xxxxx LLP 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 AttentionAttn: Xxxxx Xxxxx EmailXxxx X. Xxxxxxxxxxx, Esq. Xxxxxxx Xxxxxxxxx, Esq. Telephone: XXxxxx@xxxxx.xxx With a copy to (which shall not constitute notice): Icahn Associates Corp. 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx Xxxxxxx Xxxxx Xxxxxx Email: XXxxxxxx@xxxxx.xxx XXxxxxx@xxxxx.xxx and if to Hertz, at: Hertz Global Holdings, Inc. 000) 000-0000 Xxxxxxxx Xxxx Estero, Florida 33928 Attention: Xxxxxxx X. Xxxxxxx, Senior Vice President and Acting General Counsel Email: XXxxxxxx@xxxxx.xxx With a copy to (which shall not constitute notice): Wachtell, Lipton, Xxxxx & Xxxx 00 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Facsimile: 212(000) 000-403-2000 Email: xxxxxx@xxxx.xxx Attention: Xxxxx X Xxxx 0000 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 X. Xxxxxxxxx Xxxxx, Xxxxx 000 Xxxxx XxxxxxXxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx Xxxxxxxx 00000 AttentionAttn: Xxxxx Xxxxx EmailGeneral Counsel Telephone: XXxxxx@xxxxx.xxx With a copy to (which shall not constitute notice): Icahn Associates Corp. 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention000) 000-0000 Facsimile: Xxxxxx Xxxxxxx Xxxxx Xxxxxx Email: XXxxxxxx@xxxxx.xxx XXxxxxx@xxxxx.xxx (000) 000-0000 and if to Hertzthe Company, at: Hertz Global Holdings, at American Commercial Lines Inc. 0000 Xxxxxxxx Xxxx EsteroXxxxxx Xxxxxx Xxxxxxxxxxxxxx, Florida 33928 AttentionXX 00000 Attn: Xxxxxxx X. Xxxxxxx, Senior Vice President and Acting General Counsel EmailTelephone: XXxxxxxx@xxxxx.xxx (000) 000-0000 Facsimile: (000) 000-0000 With a copy to (which shall not constitute notice): Wachtell, Lipton, copies to: Xxxx Xxxxx Xxxxxx Xxxxxx Xxxxx & Xxxx LLP Bank Xxx Xxxxx 00 Xxxx 00xx Xxxxxx Xxx XxxxXxxxx Xxxxxxxx Xxxxxxx, XX Xxxxxxxx 00000 Facsimile: 212-403-2000 Email: xxxxxx@xxxx.xxx Attention: Xxxxx X Xxxx 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, 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 acknowledged, sent by overnight courier with receipt acknowledged, or facsimile transmission 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 If to any HolderActivision, to: Icahn Associates Corp. 000 Activision, Inc. 3100 Ocean Park Blvd. Santa Monica, Californix 00000 Xxxxxxxxx: Xxxxxxxxx xxx Xxxxx Xxxxxxxxx Xxficer If to id Software, to: Id Software, Inc. 18601 LBJ Freeway #615 Mesquite, Texas 75150 Xxxxxxxxx: Xxxx Xxxxxxxxxxx Chief Executive Offxxxx With copy to: D. Wade Cloud, Jr. Hiersche, Martens, Xxxxxrd, Drakeley & Urbach, P.C. 15303 Dallas Xxxxxxx Suite 700, LB 10 Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Xxxxx Email: XXxxxx@xxxxx.xxx With a copy to (which shall not constitute notice): Icahn Associates Corp. 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx Xxxxxxx Xxxxx Xxxxxx Email: XXxxxxxx@xxxxx.xxx XXxxxxx@xxxxx.xxx and if to Hertz, at: Hertz Global Holdings, Inc. 0000 Xxxxxxxx Xxxx Estero, Florida 33928 Attention: Xxxxxxx X. Xxxxxxx, Senior Vice President and Acting General Counsel Email: XXxxxxxx@xxxxx.xxx With a copy to (which shall not constitute notice): Wachtell, Lipton, Xxxxx & Xxxx 00 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Facsimile: 212-403-2000 Email: xxxxxx@xxxx.xxx Attention: Xxxxx X Xxxx or at such other address as may be substituted by notice given xx xx xxxx xxxxx xxxxxxx xx xxx xx xxxxxxxxxxx xx xxxxxx xxven 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, of personal delivery thereof (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 or 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 if sent by overnight courier or consent required from the parties to this Agreementby mail. From time to time and promptly following a written request by Hertz, each such Holder and Additional Holder shall provide written notice to Hertz Failure or delay in 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: if to any HolderHolder or the Liberty Representative, at: Icahn Associates Liberty Global Incorporated Limited Xxxxxxx Xxxxx 000 Xxxxxxxxxxx Xxxx Xxxxxx X0 0XX Xxxxxx Xxxxxxx Attention: General Counsel, Legal Department Fax: +00 00 0000 0000 E-mail: Email Address Previously Provided with a copy to: Liberty Global, Inc. 00000 Xxxxxxx Xxxxxxxxx Xxxxxxxxx, XX 00000 Attention: General Counsel, Legal Department Facsimile No.: (000) 000-0000 E-mail: Email Address Previously Provided with copies to: Shearman & Sterling LLP 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxxx Facsimile No.: (000) 000-0000 E-mail: xxxxx@xxxxxxxx.xxx and if to Lionsgate, at: Lions Gate Entertainment Corp. 0000 Xxxxxxxx Xxxxxx, Xxxxx 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx Xxxxxxxxxx 00000 AttentionAttn: Xxxxx Xxxxx Email: XXxxxx@xxxxx.xxx With a copy to (which shall not constitute notice): Icahn Associates Corp. 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx Xxxxxxx Xxxxx Xxxxxx Email: XXxxxxxx@xxxxx.xxx XXxxxxx@xxxxx.xxx and if to Hertz, at: Hertz Global Holdings, Inc. 0000 Xxxxxxxx Xxxx Estero, Florida 33928 Attention: Xxxxxxx X. Xxxxxxx, Senior Vice President and Acting General Counsel EmailTelephone: XXxxxxxx@xxxxx.xxx With a copy to (which shall not constitute notice): 000) 000-0000 Facsimile: (000) 000-0000 with copies to: Wachtell, Lipton, Xxxxx & Xxxx 00 Xxxx X. 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Xxxxx X. Xxxxxxx Telephone: (000) 000-0000 Facsimile: 212(000) 000-403-2000 Email: xxxxxx@xxxx.xxx Attention: Xxxxx X Xxxx 0000 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 Liberty 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 answerbackfacsimile or electronic mail, addressed as follows: if to any HolderHolder who is a member of the Icahn Group: Icahn Associates Corp. 000 Xxxxx Enterprises L.P. 00000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx XxxxPH-1 Sunny Isles Beach, Xxx Xxxx 00000 AttentionFL 33160Attention: Xxxxx Xxxxx Email: XXxxxx@xxxxx.xxx XXxxxx@xxxx.xxx With a copy to (which shall not constitute notice): Icahn Associates Corp. 000 Xxxxx Enterprises L.P. 00000 Xxxxxxx Xxxxxx, 00xx PH-1 Sunny Isles Beach, FL 33160Attention: Xxxxx Xxx Xxxx, Xxx Xxxx 00000 AttentionEmail: XXxxx@xxxxx.xxx if to any Holder who is a member of the Xxxxxx Group: Xxxxxx Xxxxxxx Xxxxxx 0000 Xxxxx Xxxxxx Xxx, Xxxxx 000 Xxxxxx, XX 00000 Email: XXxxxxxx@xxxxx.xxx XXxxxxx@xxxxx.xxx and if to Hertz, at: Hertz Global Holdings, Inc. 0000 Xxxxxxxx Xxxx Estero, Florida 33928 Attention: Xxxxxxx X. Xxxxxxx, Senior Vice President and Acting General Counsel Email: XXxxxxxx@xxxxx.xxx xxxxxxx@xxxxxxxxx.xxx With a copy to (which shall not constitute notice): WachtellXxxxxxx & Co. PLLC Email: xxxxx@xxxxxxxxx.xxx Attention: Xxxxx X. Xxxxxxx 26 and if to Xerox, Liptonat: Xerox Holdings Corporation 000 Xxxxxxx 0 Norwalk, Connecticut 06851 Email: xxxxx.xxxxxx@xxxxx.xxx Attention: Xxxxx Xxxxxx, Executive Vice President, Chief Corporate Development Officer and Chief Legal Officer With a copy to (which shall not constitute notice): Xxxxxxx Xxxx & Xxxx 00 Xxxx 00xx Xxxxxxxxx LLP 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Facsimile: 212000-403000-2000 0000 Email: xxxxxx@xxxx.xxx xxxxx@xxxxxxx.xxx Attention: Xxxxx X Xxxx Xxxxxxx Leaf 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 the date on which the facsimile or electronic mail it sent so long as the sender receives confirmation regarding the success of transmission thereof, 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 or the Xxxxxx Group that desires to become an Additional Holder in accordance with the terms of this Agreement shall provide written notice to Hertz Xerox 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 Xerox 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 HertzXerox, each such Holder and Additional Holder shall provide written notice to Hertz Xerox of any increase or decrease in the number of Registrable Securities held by such Person, and upon receipt of any such notice, Hertz Xerox 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 Xerox 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 Xerox 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 Xerox from time to time).

Notice Generally. Any notice, demand, request, consent, approval, declaration, delivery notice or other communication hereunder to be made pursuant to the provisions of this Agreement given hereunder shall be deemed sufficiently given or made if in writing and signed by shall, in the party making case of notice to the sameHolder, be addressed to: General Motors Holdings LLC 000 Xxxxxxxxxxx Xxxxxx Xxxxxxx, Xxxxxxxx XXX, 00000-0000 Attention: Xxxx Xxxxxxxxx, Vice President, Global Financial Strategy and either delivered in person FP&A Email: Redacted - Personal Information with receipt acknowledged or sent by registered or certified mailcopies to: General Motors Holdings LLC 000 Xxxxxxxxxxx Xxxxxx Xxxxxxx, return receipt requestedXxxxxxxx XXX 00000-0000 Attention: Lead Counsel, postage prepaidCorporate Development & Global M&A Email: Redacted - Personal Information Xxxxx Xxxxx LLP Two Palo Alto Square, or by telecopy and confirmed by telecopy answerback, addressed as follows: if to any Holder: Icahn Associates Corp. 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx #300 0000 Xx Xxxxxx Xxxx Xxxx Xxxx, Xxx Xxxx Xxxxxxxxxx XXX 00000 Attention: Xxxx Xxxx and Xxxxx Xxxxx Xxxx Email: XXxxxx@xxxxx.xxx With a copy Redacted - Personal Information and in the case of notice to the Corporation shall be addressed to: Lithium Americas Corp. 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, Xxxxxxx Xxxxxxxx Xxxxxx X0X 0X0 Attention: Xxxxxxxx Xxxxx, President & Chief Executive Officer Email: Redacted - Personal Information with copies to (which shall not constitute notice): Icahn Associates Lithium Americas Corp. 000 Xxxxx Xxxx Xxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx000 Xxxxxxxxx, Xxx Xxxx 00000 Xxxxxxx Xxxxxxxx Xxxxxx X0X 0X0 Attention: Xxxxxx Director, Legal Affairs and Corporate Secretary Email: Redacted - Personal Information Xxxxxxx Xxxxx & Xxxxxxxxx LLP 2200 HSBC Building, 000 Xxxx Xxxxxxx Xxxxxx Email: XXxxxxxx@xxxxx.xxx XXxxxxx@xxxxx.xxx and if to HertzXxxxxxxxx, at: Hertz Global Holdings, Inc. 0000 Xxxxxxx Xxxxxxxx Xxxx Estero, Florida 33928 Attention: Xxxxxxx X. Xxxxxxx, Senior Vice President and Acting General Counsel Email: XXxxxxxx@xxxxx.xxx With a copy to (which shall not constitute notice): Wachtell, Lipton, Xxxxx & Xxxx 00 Xxxx 00xx X0X 0X0 Xxxxxx Xxx Xxxx, XX 00000 Facsimile: 212-403-2000 Email: xxxxxx@xxxx.xxx Attention: Xxxxx X Xxxx Xxxxxxx Email: Redacted - Personal Information and each notice or at such other address as may communication shall be substituted personally delivered (including by courier service) to the addressee or sent by electronic transmission to the addressee, and (i) a 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 noticeor communication which is personally delivered shall, demandif delivered before 5:00 p.m. on a Business Day, request, consent, approval, declaration, delivery or other communication hereunder shall be deemed to have been duly be given or served and received on that day and, in any other case, be deemed to be given and received on the date first Business Day following the day on which personally it is delivered; and (ii) a notice or communication which is sent by electronic transmission shall, with receipt acknowledgedif sent on a Business Day before 5:00 p.m., telecopied be deemed to be given and confirmed received on that day and, in any other case, be deemed to be given and received on the first Business Day following the day on which it is sent. Either party hereto may at any time change its address for service from time to time 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 notice given 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)14.2.

Notice Generally. Any notice, demand, request, consent, approval, declaration, delivery or other communication hereunder to be made pursuant to the provisions of this Agreement or in connection herewith shall be deemed sufficiently given or made if in writing delivered, served and signed received: (i) when delivered by hand to the recipient named below, (ii) on the date of delivery to the address indicated below, properly addressed, as confirmed by the party agency or firm making delivery if the samenotice is delivered by regularly operating overnight delivery service, and either delivered in person with receipt acknowledged or such as Federal Express, (iii) on the date of delivery to the address indicated below, properly addressed, if sent via the United States Postal Service when sent by either registered or certified mail, postage prepaid, return receipt requested, (iv) if on a business day, on the date sent via telecopy, provided such delivery is confirmed (via a fax confirmation report), or (v) five business days after having been deposited with the United States Postal Service, properly addressed and postage prepaid. Notices shall be addressed by name and address to the recipient, or by telecopy and confirmed by telecopy answerback, addressed as follows: if to any Holder: Icahn Associates Corp. 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Xxxxx Email: XXxxxx@xxxxx.xxx With a copy to (which shall not constitute notice): Icahn Associates Corp. 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx Xxxxxxx Xxxxx Xxxxxx Email: XXxxxxxx@xxxxx.xxx XXxxxxx@xxxxx.xxx and if to Hertzthe Trust, at: Hertz Global HoldingsArmstrong World Industries, Inc. Asbestos Personal Injury Settlement Trust c/o Kevin E. Irwin, Esq. Keating, Muething & Klekamp PXX One East Fourth Stxxxx, Xuixx 0000 Cincinnati, Ohix 00000 Xxxxxxxx Xxxx EsteroXx.: 000-000-0000 xxth a copy similarly sent to: Keating, Florida 33928 AttentionMuething & Klekamp LLP One East Fourth Stxxxx, Xuite 1400 Cincinnati, Ohix 00000 Xxxxxxxxx: Xxxxx Xxxxx, Xxx. Xelecopy No.: 513-579-6457, or if to the Company, at: Xxmstrong World Industries, Inc. 2500 Columbia Avexxx Lancaster, Pennsylvania 17603 Xxxxxxxxx: Xxxxxxx X. Xxxxxxx, Senior Vice President and Acting General Counsel EmailXxxxxxx Xxxecopy No.: XXxxxxxx@xxxxx.xxx With 717-396-6121 with a copy to (which shall not constitute notice): Wachtellsimilarly sent to: Weil, Lipton, Xxxxx Gotshal & Xxxx 00 Xxxx 00xx Xxxxxx Xxx Manges LLP 767 Fifth Avenue New Xxxx, XX 00000 FacsimileNew York 10153 Xxxxxxxxx: Xxxxxx X. Xxxxxxxx, Xxx. Telecopy No.: 212-403310-2000 Email: xxxxxx@xxxx.xxx Attention: Xxxxx X Xxxx or at such other 8000, xx xx xxxx xxher address as may be substituted by notice given as notxxx xxxxx xx 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 acknowledged, sent by facsimile transmission to the facsimile number set forth below as set forth below, sent by overnight courier 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 If to any Holderthe Noteholder, to: Icahn Associates Corp. The name and address of the Noteholder indicated on the signature page to the Subscription Agreement. If to the Company, to: Ergovision, Inc. Xxx Xxxxxxxxx Xxxxx Plainview, NY 11803 Attn: Xxxx X. Xxxxx, President Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000 with a copy, to: Dornbush, Mensch, Mandelstam & Xxxxxxxxx, LLP 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Xxxxx Email: XXxxxx@xxxxx.xxx With a copy to (which shall not constitute notice): Icahn Associates Corp. 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx Xxxxxxx Xxxxx Xxxxxx Email: XXxxxxxx@xxxxx.xxx XXxxxxx@xxxxx.xxx and if to Hertz, at: Hertz Global Holdings, Inc. 0000 Xxxxxxxx Xxxx Estero, Florida 33928 Attention: Xxxxxxx X. Xxxxxxx, Senior Vice President and Acting General Counsel Email: XXxxxxxx@xxxxx.xxx With a copy to (which shall not constitute notice): Wachtell, Lipton, Xxxxx & Xxxx 00 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 FacsimileAttn: 212Xxxxxx Xxxxxxxx, Esq. Telephone No.: (000) 000-4030000 Facsimile No.: (000) 000-2000 Email: xxxxxx@xxxx.xxx Attention: Xxxxx X Xxxx 0000 or at such other address or facsimile transmission number 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 when personal delivery or facsimile transmission thereof is made or sent and 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 thereof 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 acknowledged by the terms hereof, and upon receipt of such notice Hertz shall amend Schedule II attached hereto party entitled 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 receive such notice, Hertz or upon receipt if sent by overnight courier or by mail. Failure or delay in delivering copies of any notice, demand, request, approval, declaration, delivery or other communication to the person designated above to receive a copy shall amend Schedule II attached hereto to reflect in no way adversely affect the effectiveness of such increase notice, 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: if to any HolderHolder or the Discovery Representative, at: Icahn Associates Discovery Lightning Investments, Ltd Chiswick Park Building 2 000 Xxxxxxxx Xxxx Xxxx Xxxxxx X0 0XX Attention: Xxxxxx Xxxxxx, SVP DNI t Fax: +00 00 0000 0000 E-mail: Email Address Previously Provided with a copy to: Discovery Communications, LLC 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxx Xxxxxxxx, Chief Development, Distribution and Legal Officer Facsimile No.: (000) 000-0000 E-mail: Email Address Previously Provided with copies to: Debevoise & Xxxxxxxx LLP 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxxxx Xxxxxxxx Facsimile No.: (000) 000-0000 E-mail: xxxxxxxxxx@xxxxxxxxx.xxx and if to Lionsgate, at: Lions Gate Entertainment Corp. 0000 Xxxxxxxx Xxxxxx, Xxxxx 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx Xxxxxxxxxx 00000 AttentionAttn: Xxxxx Xxxxx Email: XXxxxx@xxxxx.xxx With a copy to (which shall not constitute notice): Icahn Associates Corp. 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx Xxxxxxx Xxxxx Xxxxxx Email: XXxxxxxx@xxxxx.xxx XXxxxxx@xxxxx.xxx and if to Hertz, at: Hertz Global Holdings, Inc. 0000 Xxxxxxxx Xxxx Estero, Florida 33928 Attention: Xxxxxxx X. Xxxxxxx, Senior Vice President and Acting General Counsel EmailTelephone: XXxxxxxx@xxxxx.xxx With a copy to (which shall not constitute notice): 000) 000-0000 Facsimile: (000) 000-0000 with copies to: Wachtell, Lipton, Xxxxx & Xxxx 00 Xxxx X. 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Xxxxx X. Xxxxxxx Telephone: (000) 000-0000 Facsimile: 212(000) 000-403-2000 Email: xxxxxx@xxxx.xxx Attention: Xxxxx X Xxxx 0000 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 Discovery 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 X. Xxxxxxxxx Xxxxx, Xxxxx 000 Xxxxx XxxxxxXxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx Xxxxxxxx 00000 AttentionAttn: Xxxxx Xxxxx EmailGeneral Counsel Telephone: XXxxxx@xxxxx.xxx With a copy to (which shall not constitute notice): Icahn Associates Corp. 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention000) 000-0000 Facsimile: Xxxxxx Xxxxxxx Xxxxx Xxxxxx Email: XXxxxxxx@xxxxx.xxx XXxxxxx@xxxxx.xxx (000) 000-0000 and if to Hertzthe Company, at: Hertz Global Holdings, at American Commercial Lines Inc. 0000 Xxxxxxxx Xxxx EsteroXxxxxx Xxxxxx Xxxxxxxxxxxxxx, Florida 33928 AttentionXX 00000 Attn: Xxxxxxx X. Xxxxxxx, Senior Vice President and Acting General Counsel EmailTelephone: XXxxxxxx@xxxxx.xxx (000) 000-0000 Facsimile: (000) 000-0000 With a copy to (which shall not constitute notice): Wachtell, Lipton, copies to: Xxxx Xxxxx Sidley Xxxxxx Xxxxx & Xxxx LLP Bank Xxx Xxxxx 00 Xxxx 00xx Xxxxxx Xxx XxxxXxxxx Xxxxxxxx Xxxxxxx, XX Xxxxxxxx 00000 Facsimile: 212-403-2000 Email: xxxxxx@xxxx.xxx Attention: Xxxxx X Xxxx 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 or in connection herewith shall be deemed sufficiently given or made if in writing delivered, served and signed received: (i) when delivered by hand to the recipient named below, (ii) on the date of delivery to the address indicated below, properly addressed, as confirmed by the party agency or firm making delivery if the samenotice is delivered by regularly operating overnight delivery service, and either delivered in person with receipt acknowledged or such as Federal Express, (iii) on the date of delivery to the address indicated below, properly addressed, if sent via the United States Postal Service when sent by either registered or certified mail, postage prepaid, return receipt requested, (iv) if on a business day, on the date sent via telecopy, provided such delivery is confirmed (via a fax confirmation report), or (v) five business days after having been deposited with the United States Postal Service, properly addressed and postage prepaid. Notices shall be addressed by name and address to the recipient, or by telecopy and confirmed by telecopy answerback, addressed as follows: if to any Holder: Icahn Associates Corp. 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Xxxxx Email: XXxxxx@xxxxx.xxx With a copy to (which shall not constitute notice): Icahn Associates Corp. 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx Xxxxxxx Xxxxx Xxxxxx Email: XXxxxxxx@xxxxx.xxx XXxxxxx@xxxxx.xxx and if to Hertzmember of the Onex Group, at: Hertz Global HoldingsMagellan Holdings LP c/o Onex Investment Corp. 712 Fifth Avenue New York, Inc. 0000 Xxxxxxxx New York 10019 xxxx x xxxx xxxxxxxxx xxxx xx: Kaye Scholer LLP 425 Park Avenue Xxx York, NY 10022 Xxxxxxxxx: Xxxx EsteroX. Xxxxxxxxx, Florida 33928 Attention: Xxxxxxx X. Xxxxxxx, Senior Vice President and Acting General Counsel Email: XXxxxxxx@xxxxx.xxx With a copy to (which shall not constitute notice): Wachtell, Lipton, Xxxxx & Xxxx 00 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 FacsimileXxx. Telecopier: 212-403836-2000 Email8000 if to Aetna, at: xxxxxx@xxxx.xxx AttentionXxxxa Inc. 151 Farmington Avenue Hartford, CT 06156 Xxxxxxxxx X. Xxxxxx Xxxx, Xx., Xxxxxxx Xxxxxel Telecopier: (000) 000-0000 with a copy similarly sent to: Aetna Inc. 151 Farmington Avenue Hartford, CT 06156 Xxxxxxxxx: Xxxxxx X. Xxxxx, Xx., Xxxx Xxxxxxent xxx Xxxxxxxxx Telecopier: (860) 273-1314 with a copy similarly sent to: Davis Polk & Wardwell 450 Lexington Avenue Xxw York, NY 10017 Xxxxxxxxx: Xxxxx X Xxxx or at such X. Xxxxxx Telecopier: (212) 450-4800, xx if to the Company, at: Magellan Health Services, Inc. 6950 Columbia Gateway Drive Columbia, MD 21000 Xxxx: Xxxxxxx Xxxxxxx with a copy similarly sent to: Weil, Gotshal & Manges LLP 767 Fifth Avenue Xxw York, New York 10153 Xxxxxxxxx: Xxxxxx X. Xxxxxxxx, Xxx. Telecopier: 212-310-0000, xx xx xxxx other address as may be substituted by notice given nxxxxx xxxxx 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. Xxxxxxx & Xxxxxxx & Xxxxx LLP 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx XX 00000 AttentionAttn: Xxxxx Xxxxx EmailXxxxxxxx, Esq. Telephone: XXxxxx@xxxxx.xxx With a copy to (which shall not constitute notice): Icahn Associates Corp. 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention000) 000-0000 Facsimile: Xxxxxx Xxxxxxx Xxxxx Xxxxxx Email: XXxxxxxx@xxxxx.xxx XXxxxxx@xxxxx.xxx (000) 000-0000 and if to HertzLoral or Skynet, at: Hertz Global Holdings, Loral Space & Communications Inc. 0000 Xxxxxxxx Xxxx Estero, Florida 33928 Attention: Xxxxxxx X. Xxxxxxx, Senior Vice President and Acting General Counsel Email: XXxxxxxx@xxxxx.xxx With a copy to (which shall not constitute notice): Wachtell, Lipton, 000 Xxxxx & Xxxx 00 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Chief Financial Officer Telephone: 000-000-0000 Facsimile: 212000-403000-2000 Email0000 with copies to: xxxxxx@xxxx.xxx AttentionLoral Space & Communications Inc. 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Attn: Xxxxx X Xxxx General Counsel Telephone: 000-000-0000 Facsimile: 000-000-0000 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. 000 Xxxxx Xxxxxx, 00xx Xxxxx 000 Xxxxxxxxxxxxxxx, XX 00000 Attn: Xxxxxx Xxxxxx Xxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With copies to: Ropes & Xxxx Xxx Xxxxxxxxxxxxx Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 Attn: Xxxx Xxxxxxxx, Esq. Telephone: (000) 000-0000 Facsimile: (000) 000-0000 – and – Xxxxxxx Xxxxx LLP 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 AttentionAttn: Xxxxx Xxxxx EmailXxxx X. Xxxxxxxxxxx, Esq. Xxxxxxx Xxxxxxxxx, Esq. Telephone: XXxxxx@xxxxx.xxx With a copy to (which shall not constitute notice): Icahn Associates Corp. 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx Xxxxxxx Xxxxx Xxxxxx Email: XXxxxxxx@xxxxx.xxx XXxxxxx@xxxxx.xxx and if to Hertz, at: Hertz Global Holdings, Inc. 000) 000-0000 Xxxxxxxx Xxxx Estero, Florida 33928 Attention: Xxxxxxx X. Xxxxxxx, Senior Vice President and Acting General Counsel Email: XXxxxxxx@xxxxx.xxx With a copy to (which shall not constitute notice): Wachtell, Lipton, Xxxxx & Xxxx 00 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Facsimile: 212(000) 000-403-2000 Email: xxxxxx@xxxx.xxx Attention: Xxxxx X Xxxx 0000 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 answerbackconfirmation receipt, addressed as follows: addressed, if to any Holder (other than RAM), at the address provided in writing to the Company by such Holder: Icahn Associates Corp. 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Xxxxx Email: XXxxxx@xxxxx.xxx With a copy to (which shall not constitute notice): Icahn Associates Corp. 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx Xxxxxxx Xxxxx Xxxxxx Email: XXxxxxxx@xxxxx.xxx XXxxxxx@xxxxx.xxx ; and if to Hertz, atthe Company: Hertz Global HoldingsSterling Chemicals, Inc. 0000 1200 Smith Street, Suite 1900 Houston, Texas 77002 Xxxxxxxxx: General Counsel Telecopy Number: (713) 654-9577 with a copy to: Skadden, Arps, Slate, Mexxxxx & Xxxx XLP Four Times Square New Yxxx, Xxw Yxxx 10036-6522 Xxxxxxxxx: Xxxx X. Xxxxxx Xxxxxxxx Xxxxxr: (212) 735-2000 If to RAX, xx: Resurgence Asset Managemexx, X.X.X. 10 New King Street White Plains, New York 10604 Xxxxxxxxx: Xxxx EsteroXxxxxxxxx Xxxxxxxx Xxxxxr: (914) 683-3610 with a copy tx: Weil, Florida 33928 AttentionGotshal & Manges LLP 700 Louisiana, Suite 1600 Houstxx, Xxxas 77002-2784 Xxxxxxxxx: Xxxxxxx X. Xxxxxxx, Senior Vice President and Acting General Counsel EmailXxxxx Xxxxxxxx Xxxxxx: XXxxxxxx@xxxxx.xxx With a copy to (which shall not constitute notice): Wachtell, Lipton, Xxxxx & Xxxx 00 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Facsimile: 212713) 224-403-2000 Email: xxxxxx@xxxx.xxx Attention: Xxxxx X Xxxx 9511 or at such other address sucx xxxxx xxxxxss as may be substituted by notice given as herein xxxxx xx xxxxin 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 confirmation receipt 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).