Common use of Fee Sharing Clause in Contracts

Fee Sharing. (a) Any transaction, closing or similar fee received ----------- by any Shareholder (or any Affiliate of any Shareholder) from the Company in connection with the transactions contemplated hereby shall be allocated as follows: first, 25% of such fees to Silver Lake or an Affiliate designated by Silver Lake; second, the remainder of such fees pro rata to Silver Lake, TPG, --- ---- August Capital Management III, L.L.C. ("August Management"), Chase and GS (or an Affiliate designated by each such Shareholder or August Management, as the case may be) in proportion to the total aggregate number of Ordinary Shares and Non-Voting Ordinary Shares owned by each such Shareholder (including, in the case of Silver Lake, all Shares owned by Integral) or, in the case of fees payable to August Management, owned by August, in each case relative to such other Shareholders. (b) Any monitoring or similar fee received by any Shareholder from the Company shall be allocated as follows: first, 25% of such fees to Silver Lake or an Affiliate designated by Silver Lake; second, the remainder of such fees pro rata to Silver Lake, TPG and August Management (or an Affiliate --- ---- designated by each such Shareholder or August Management, as the case may be) in proportion to the total aggregate number of Ordinary Shares and Non-Voting Ordinary Shares owned by each such Shareholder (including, in the case of Silver Lake, all Shares owned by Integral) or, in the case of fees payable to August Management, owned by August, in each case relative to such other Shareholders.; provided, however, that August Management shall be entitled to receive fees -------- ------- pursuant to this provision only for so long as ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ serves as a director of the Company; provided, however, that nothing in this Agreement shall -------- ------- give ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ the right to be elected as a director or, if so elected, prohibit him from declining to serve as a director.

Fee Sharing. (a) Any transaction, closing or similar fee received ----------- by any Shareholder (or any Affiliate of any Shareholder) from the Company in connection with the transactions contemplated hereby shall be allocated as follows: first, 25% of such fees to Silver Lake or an Affiliate designated by Silver Lake; second, the remainder of such fees pro rata to Silver Lake, TPG, --- ---- August Capital Management III, L.L.C. ("August Management"), Chase and GS (or an Affiliate designated by each such Shareholder or August Management, as the case may be) in proportion to the total aggregate number of Ordinary Shares and Non-Voting Ordinary Shares owned by each such Shareholder (including, in the case of Silver Lake, all Shares owned by Integral) or, in the case of fees payable to August Management, owned by August, in each case relative to such other Shareholders. (b) Any monitoring or similar fee received by any Shareholder from the Company shall be allocated as follows: first, 25% of such fees to Silver Lake or an Affiliate designated by Silver Lake; second, the remainder of such fees pro rata to Silver Lake, TPG and August Management (or an Affiliate --- ---- designated by each such Shareholder or August Management, as the case may be) in proportion to the total aggregate number of Ordinary Shares and Non-Voting Ordinary Shares owned by each such Shareholder (including, in the case of Silver Lake, all Shares owned by Integral) or, in the case of fees payable to August Management, owned by August, in each case relative to such other Shareholders.; provided, however, that August Management shall be entitled to receive fees -------- ------- pursuant to this provision only for so long as ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ serves as a director of the Company; provided, however, that nothing in this Agreement shall -------- ------- give ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ the right to be elected as a director or, if so elected, prohibit him from declining to serve as a director.