Common use of Organization; Authority; Execution and Delivery; No Conflicts; Enforceability Clause in Contracts

Organization; Authority; Execution and Delivery; No Conflicts; Enforceability. Each Icahn Affiliated Party (if not a natural person) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized. Each Icahn Affiliated Party has all requisite power and authority to execute and deliver this Agreement and (if it is a Stockholder) the Written Consent of the Holders of Common Stock of the Company attached hereto as Exhibit A (the "Stockholder Consent") and to perform its obligations hereunder and comply with the terms hereof. The execution and delivery by each Icahn Affiliated Party of this Agreement and the Stockholder Consent (if it is a Stockholder) and the performance of its obligations hereunder and compliance with the terms hereof have been duly authorized by all necessary action on the part of such Icahn Affiliated Party. Each Icahn Affiliated Party has duly executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of such Icahn Affiliated Party, enforceable against such Icahn Affiliated Party in accordance with its terms. The execution and delivery by each Icahn Affiliated Party of this Agreement and the Stockholder Consent (if it is a Stockholder) do not, and the performance of its obligations hereunder and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a material benefit under, or result in the creation of any Lien (other than Liens created pursuant to this Agreement) upon any of the assets of such Icahn Affiliated Party under, any provision of (i) any organizational documents of such Icahn Affiliated Party, (ii) any Contract to which such Icahn Affiliated Party is a party or by which assets of such Icahn Affiliated Party are bound or (iii) subject to the filings and other matters referred to in the next sentence, any provision of any Judgment or Law applicable to such Icahn Affiliated Party or the assets of such Icahn Affiliated Party, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not materially impaired or delayed, and are not reasonably likely to materially impair or delay, such Icahn Affiliated Party’s ability to perform its obligations hereunder or comply with the terms hereof. No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to each Icahn Affiliated Party in connection with the execution, delivery and performance of this Agreement or the execution and delivery of the Stockholder Consent (if it is a Stockholder) or the performance of its obligations hereunder or the compliance with the terms hereof other than (x) the filing with the SEC of such reports under the Exchange Act as may be required in connection with this Agreement and (y) such other Consents, registrations, declarations or filings that are contemplated by the Acquisition Agreement or the failure of which to obtain or make are not, individually or in the aggregate, reasonably likely to materially impair or delay such Icahn Affiliated Party’s ability to perform its obligations hereunder or comply with the terms hereof.

Organization; Authority; Execution and Delivery; No Conflicts; Enforceability. Each Icahn Affiliated Party (if not a natural person) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized. Each Icahn Affiliated Party has all requisite power and authority to execute and deliver this Agreement and (if it is a Stockholder) the Written Consent of the Holders of Common Stock of the Company attached hereto as Exhibit A (the "“Stockholder Consent"”) and to perform its obligations hereunder and comply with the terms hereof. The execution and delivery by each Icahn Affiliated Party of this Agreement and the Stockholder Consent (if it is a Stockholder) and the performance of its obligations hereunder and compliance with the terms hereof have been duly authorized by all necessary action on the part of such Icahn Affiliated Party. Each Icahn Affiliated Party has duly executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of such Icahn Affiliated Party, enforceable against such Icahn Affiliated Party in accordance with its terms. The execution and delivery by each Icahn Affiliated Party of this Agreement and the Stockholder Consent (if it is a Stockholder) do not, and the performance of its obligations hereunder and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a material benefit under, or result in the creation of any Lien (other than Liens created pursuant to this Agreement) upon any of the assets of such Icahn Affiliated Party under, any provision of (i) any organizational documents of such Icahn Affiliated Party, (ii) any Contract to which such Icahn Affiliated Party is a party or by which assets of such Icahn Affiliated Party are bound or (iii) subject to the filings and other matters referred to in the next sentence, any provision of any Judgment or Law applicable to such Icahn Affiliated Party or the assets of such Icahn Affiliated Party, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not materially impaired or delayed, and are not reasonably likely to materially impair or delay, such Icahn Affiliated Party’s ability to perform its obligations hereunder or comply with the terms hereof. No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to each Icahn Affiliated Party in connection with the execution, delivery and performance of this Agreement or the execution and delivery of the Stockholder Consent (if it is a Stockholder) or the performance of its obligations hereunder or the compliance with the terms hereof other than (x) the filing with the SEC of such reports under the Exchange Act as may be required in connection with this Agreement and (y) such other Consents, registrations, declarations or filings that are contemplated by the Acquisition Agreement or the failure of which to obtain or make are not, individually or in the aggregate, reasonably likely to materially impair or delay such Icahn Affiliated Party’s ability to perform its obligations hereunder or comply with the terms hereof.

Organization; Authority; Execution and Delivery; No Conflicts; Enforceability. Each Icahn Affiliated Party (if not a natural person) The Stockholder is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized. Each Icahn Affiliated Party The Stockholder has all requisite power and authority to execute and deliver this Agreement and (if it is a Stockholder) the Written Consent of written consent in the Holders of Common Stock of the Company form attached hereto as Exhibit A J to the Merger Agreement (the "Stockholder Consent") and to perform its obligations hereunder and comply with the terms hereof. The execution and delivery by each Icahn Affiliated Party the Stockholder of this Agreement and the its Stockholder Consent (if it is a Stockholder) and the performance of its obligations hereunder and compliance with the terms hereof have been duly authorized by all necessary action on the part of such Icahn Affiliated Partythe Stockholder. Each Icahn Affiliated Party The Stockholder has duly executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of such Icahn Affiliated Partythe Stockholder, enforceable against such Icahn Affiliated Party the Stockholder in accordance with its terms. The execution and delivery by each Icahn Affiliated Party the Stockholder of this Agreement and the Stockholder Consent (if it is a Stockholder) do not, and the execution and delivery by the Stockholder of its Stockholder Consent and the performance of its obligations hereunder and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a material benefit under, or result in the creation of any Lien (other than Liens created pursuant to this Agreement) upon any of the assets of such Icahn Affiliated Party the Stockholder under, any provision of (i) any organizational documents of such Icahn Affiliated Partythe Stockholder, (ii) any Contract to which such Icahn Affiliated Party the Stockholder is a party or by which assets of such Icahn Affiliated Party the Stockholder are bound or (iii) subject to the filings and other matters referred to in the next sentence, any provision of any Judgment stature, law, ordinance, regulation, rule, code, executive order, judgment, injunction, decree or Law other order ("Law") applicable to such Icahn Affiliated Party the Stockholder or the assets of such Icahn Affiliated Partythe Stockholder, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not materially impaired or delayed, and are not reasonably likely to materially impair or delay, such Icahn Affiliated Party’s the Stockholder's ability to perform its obligations hereunder or comply with the terms hereof. No Consent of, or registration, declaration or filing with, any Governmental Entity Authority is required to be obtained or made by or with respect to each Icahn Affiliated Party the Stockholder in connection with the execution, delivery and performance of this Agreement or the execution and delivery of the its Stockholder Consent (if it is a Stockholder) or the performance of its obligations hereunder or the compliance with the terms hereof other than (x) compliance with and filings under the HSR Act, (y) the filing with the SEC of such reports under the Exchange Act as may be required in connection with this Agreement and (yz) such other Consents, registrations, declarations or filings that are contemplated by the Acquisition Merger Agreement or the failure of which to obtain or make are not, individually or in the aggregate, reasonably likely to materially impair or delay such Icahn Affiliated Party’s the Stockholder's ability to perform its obligations hereunder or comply with the terms hereof.

Organization; Authority; Execution and Delivery; No Conflicts; Enforceability. Each Icahn Affiliated Party (if not a natural person) The Stockholder is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized. Each Icahn Affiliated Party The Stockholder has all requisite power and authority to execute and deliver this Agreement and (if it is a Stockholder) the Written Consent of written consent in the Holders of Common Stock of the Company form attached hereto as Exhibit A J to the Merger Agreement (the "“Stockholder Consent"”) and to perform its obligations hereunder and comply with the terms hereof. The execution and delivery by each Icahn Affiliated Party the Stockholder of this Agreement and the its Stockholder Consent (if it is a Stockholder) and the performance of its obligations hereunder and compliance with the terms hereof have been duly authorized by all necessary action on the part of such Icahn Affiliated Partythe Stockholder. Each Icahn Affiliated Party The Stockholder has duly executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of such Icahn Affiliated Partythe Stockholder, enforceable against such Icahn Affiliated Party the Stockholder in accordance with its terms. The execution and delivery by each Icahn Affiliated Party the Stockholder of this Agreement and the Stockholder Consent (if it is a Stockholder) do not, and the execution and delivery by the Stockholder of its Stockholder Consent and the performance of its obligations hereunder and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a material benefit under, or result in the creation of any Lien (other than Liens created pursuant to this Agreement) upon any of the assets of such Icahn Affiliated Party the Stockholder under, any provision of (i) any organizational documents of such Icahn Affiliated Partythe Stockholder, (ii) any Contract to which such Icahn Affiliated Party the Stockholder is a party or by which assets of such Icahn Affiliated Party the Stockholder are bound or (iii) subject to the filings and other matters referred to in the next sentence, any provision of any Judgment stature, law, ordinance, regulation, rule, code, executive order, judgment, injunction, decree or Law other order (“Law”) applicable to such Icahn Affiliated Party the Stockholder or the assets of such Icahn Affiliated Partythe Stockholder, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not materially impaired or delayed, and are not reasonably likely to materially impair or delay, such Icahn Affiliated Partythe Stockholder’s ability to perform its obligations hereunder or comply with the terms hereof. No Consent of, or registration, declaration or filing with, any Governmental Entity Authority is required to be obtained or made by or with respect to each Icahn Affiliated Party the Stockholder in connection with the execution, delivery and performance of this Agreement or the execution and delivery of the its Stockholder Consent (if it is a Stockholder) or the performance of its obligations hereunder or the compliance with the terms hereof other than (x) compliance with and filings under the HSR Act, (y) the filing with the SEC of such reports under the Exchange Act as may be required in connection with this Agreement and (yz) such other Consents, registrations, declarations or filings that are contemplated by the Acquisition Merger Agreement or the failure of which to obtain or make are not, individually or in the aggregate, reasonably likely to materially impair or delay such Icahn Affiliated Partythe Stockholder’s ability to perform its obligations hereunder or comply with the terms hereof.