Common use of Voting Covenant Clause in Contracts

Voting Covenant. (i) In the event that under Applicable Law or the terms of the Company’s or any Subsidiary of the Company’s organizational documents, any action or proposed action of the Company or any of its Subsidiaries requires the affirmative vote of the Shareholders of the Company in order for such action or proposed action to be effective (unless such action or proposed action is subject to the GHK Consent Rights), each Shareholder that is a member of the GHK Group hereby agrees that, for so long as the Investor Group Minimum Ratio Condition is maintained, such Shareholder shall cause all of its Equity Securities to be voted in the manner directed by Apollo (in Apollo’s sole discretion); provided, however, that in no event shall the obligations of this Section 6(b)(i) be applicable to those matters that are subject to the GHK Consent Rights or otherwise impact in any way the GHK Consent Rights or the agreements with respect to the composition of the Board set forth in this Article 6. (ii) By way of execution and delivery of this Agreement, each Shareholder that is a member of the GHK Group appoints and constitutes Apollo as its attorney and proxy with full power of substitution and resubstitution, with respect to the Equity Securities Owned by him, her or it, to vote all of the Equity Securities of such Shareholder that is a member of the GHK Group on any action or proposed action of the Company or any of its Subsidiaries on the matters of the type described in Section 6(b)(i). Upon the execution of this Agreement, all prior proxies and similar rights and agreements given by each such Shareholder that is a member of the GHK Group with respect to any of the Equity Securities Owned by him, her or it shall be deemed revoked. This proxy is irrevocable and is coupled with an interest. (iii) In furtherance of the foregoing terms of Section 6(b)(i), for so long as the Investor Group Minimum Ratio Condition is maintained, each Shareholder that is a member of the GHK Group hereby waives to the fullest extent permitted by Applicable Law all rights of such Shareholder to vote on the matters of the type described in Section 6(b)(i) and further agrees to waive any dissenters, appraisal or similar rights in connection with such matters to the extent voted on by Apollo and the Shareholders comprising the GHK Group. (iv) The terms of Section 6(b)(i), Section 6(b)(ii) and Section 6(b)(iii) shall be binding upon the Permitted Transferees of each Shareholder that is a member of the GHK Group. (v) Subject to Section 6(b)(vi), the TPG Entities hereby agree, for so long as they hold any Ordinary Shares, to vote all Ordinary Shares at any time held by the TPG Entities in the manner directed by Apollo, in Apollo’s sole and absolute discretion, to the fullest extent permitted by Applicable Law and hereby appoint and constitute Apollo as their attorney and proxy, with full power of substitution and resubstitution (which proxy shall be irrevocable and is coupled with an interest), to vote all Ordinary Shares held by the TPG Entities at any meeting of the Shareholders and in connection with any written action or consent of the Shareholders with respect to any matter submitted to a vote or for action by the Shareholders or requiring consent under the Shareholders’ Agreement. Subject to Section 6(b)(vi), with respect to any such matter submitted to a vote or for action by the Shareholders or requiring consent under the Shareholders’ Agreement, each of the Company and GHK shall be entitled to conclusively look to and rely on Apollo as the attorney or representative of the TPG Entities with respect to such vote or action. (vi) Notwithstanding the terms of Section 6(b)(v), none of the Company or any of its Subsidiaries shall be permitted to engage in any material transaction involving any Affiliate of Apollo (other than the Company and its Subsidiaries) without the prior written consent of TPG (such consent not to be unreasonably withheld); provided, however, that in no event shall the TPG Entities have any consent right pursuant to this Section 6(b)(vi) with respect to any action taken or to be taken pursuant to the terms of this Agreement as in effect on the date hereof (the “TPG Consent Rights”). TPG shall be given advance written notice of any such proposed material Affiliate transaction, which shall include a summary of the material terms and conditions of the transaction and the proposed consideration (“Transaction Notice”). In the event that TPG has not provided written consent or refusal within five (5) days of having received a Transaction Notice, TPG shall be deemed to have provided written consent to the applicable material Affiliate transaction. (vii) For so long as the TPG Entities collectively maintain the TPG Minimum Holding Condition, all transaction, monitoring and similar fees paid or payable by the Company or its Subsidiaries to the Apollo Entities or their affiliated investment funds or managers of their affiliated investment funds shall be shared pro rata with the TPG Entities, or an affiliate or affiliates of the TPG Entities designated in writing to the Apollo Entities by the TPG Entities. Apollo and TPG agree and acknowledge that as of the date hereof, no such transaction, monitoring or similar fees are paid or payable by the Company and its Subsidiaries to the Apollo Entities or the TPG Entities or any of their respective affiliated investment funds or managers of their affiliated investment funds.

Voting Covenant. Without limiting the foregoing, during the Support Period, the Shareholder agrees with Mallinckrodt plc, solely in its capacity as the Shareholder and solely as long as it remains the legal owner, beneficial owner, and/or investment advisor or manager of or with power and/or authority to bind, and/or direct the exercise of rights in respect of, the Shares, that it shall, (i) In at any annual or extraordinary general meeting of the event that under Applicable Law or the terms shareholders of the Company’s , however called, including any adjournment or postponement thereof, (ii) in connection with any Subsidiary action proposed to be taken by written consent of the shareholders of the Company’s organizational documents, any action or proposed action of the Company or any of its Subsidiaries requires the affirmative vote of the Shareholders of the Company in order for such action or proposed action to be effective (unless such action or proposed action is subject to the GHK Consent Rights), each Shareholder that is a member of the GHK Group hereby agrees that, for so long as the Investor Group Minimum Ratio Condition is maintained, such Shareholder shall cause all of its Equity Securities to be voted in the manner directed by Apollo (in Apollo’s sole discretion); provided, however, that in no event shall the obligations of this Section 6(b)(i) be applicable to those matters that are subject to the GHK Consent Rights or otherwise impact in any way the GHK Consent Rights or the agreements with respect to the composition of the Board set forth in this Article 6. (ii) By way of execution and delivery of this Agreement, each Shareholder that is a member of the GHK Group appoints and constitutes Apollo as its attorney and proxy with full power of substitution and resubstitution, with respect to the Equity Securities Owned by him, her or it, to vote all of the Equity Securities of such Shareholder that is a member of the GHK Group on any action or proposed action of the Company or any of its Subsidiaries on the matters of the type described in Section 6(b)(i). Upon the execution of this Agreement, all prior proxies and similar rights and agreements given by each such Shareholder that is a member of the GHK Group with respect to any of the Equity Securities Owned by him, her or it shall be deemed revoked. This proxy is irrevocable and is coupled with an interest. (iii) In furtherance in any other matter permitted by law, in each of the foregoing terms of Section 6(b)(i), for so long as the Investor Group Minimum Ratio Condition is maintained, each Shareholder that is a member of the GHK Group hereby waives to the fullest extent permitted by Applicable Law all rights of such Shareholder to vote on the matters of the type described in Section 6(b)(i) and further agrees to waive any dissenters, appraisal or similar rights in connection with such matters to the extent voted on by Apollo and the Shareholders comprising the GHK Group. (iv) The terms of Section 6(b)(i), Section 6(b)(ii) and Section 6(b)(iii) shall be binding upon the Permitted Transferees of each Shareholder that is a member of the GHK Group. (v) Subject to Section 6(b)(vi), the TPG Entities hereby agree, for so long as they hold any Ordinary Shares, to vote all Ordinary Shares at any time held by the TPG Entities in the manner directed by Apollo, in Apollo’s sole and absolute discretioncases, to the fullest extent permitted by Applicable Law and hereby appoint and constitute Apollo as their attorney and proxy, with full power of substitution and resubstitution (which proxy shall be irrevocable and is coupled with an interest), that the Shareholder’s Shares are entitled to vote or consent thereon, be present (in person or by proxy) at each such meeting in respect of all Ordinary of its Shares held and vote (or cause to be voted) all of its Shares at such meeting, or where action is proposed to be taken by written consent of the TPG Entities at shareholders of the Company, deliver (or cause to be delivered) a written consent with respect to all of its Shares, in each of the foregoing cases: (A) in favor of any matter requiring approval to the extent necessary to implement the Restructuring, (B) against any Alternative Transaction, (C) in favor of any proposal to adjourn or postpone any annual or extraordinary general meeting of the Shareholders and shareholders of the Company to a later date if there are not sufficient votes to approve any matter in connection with the Restructuring, (D) against any written action resolution to change any constitutional documents of Mallinckrodt plc or consent the composition of the Shareholders with respect to board of directors of Mallinckrodt plc (or any matter submitted to a vote other resolution directly or for action indirectly having such effect) not recommended by the Shareholders board of directors of Mallinckrodt plc, and in favor of any resolution recommended by the board of directors of Mallinckrodt plc to re-elect any member of the board of directors of Mallinckrodt plc serving as at the date of this letter agreement (provided that the foregoing shall not obligate the Shareholder to vote in favor of any resolution to change any constitutional documents of Mallinckrodt plc or requiring consent under the Shareholders’ Agreement. Subject to Section 6(b)(vithat directly or indirectly has such effect), with respect to and (E) in any such matter submitted to a vote or for action by other circumstances in which the Shareholders or requiring consent under the Shareholders’ Agreement, each Company reasonably requests cooperation in furtherance of the Company and GHK shall be entitled to conclusively look to and rely on Apollo as the attorney or representative of the TPG Entities with respect to such vote or action. (vi) Notwithstanding the terms of Section 6(b)(v), none of the Company or any of its Subsidiaries shall be permitted to engage in any material transaction involving any Affiliate of Apollo (other than the Company and its Subsidiaries) without the prior written consent of TPG (such consent not to be unreasonably withheld); provided, however, that in no event shall the TPG Entities have any consent right pursuant to this Section 6(b)(vi) with respect to any action taken or to be taken pursuant to the terms of this Agreement as in effect on the date hereof Restructuring (the “TPG Consent Rights”). TPG shall be given advance written notice of any such proposed material Affiliate transaction, which shall include a summary of the material terms and conditions of the transaction and the proposed consideration (“Transaction NoticeVoting Covenant”). In furtherance of and without limiting the event that TPG has not provided Voting Covenant, the Shareholder shall vote or provide its written consent (as applicable) in accordance with the Voting Covenant and provide the Company with evidence of having so voted or refusal within five consented, in each case no later than the earlier of ten (510) days of having received a Transaction Notice, TPG shall be deemed to have provided written before the deadline for any applicable vote or consent to the applicable material Affiliate transaction. and two (vii2) For days after being so long as the TPG Entities collectively maintain the TPG Minimum Holding Condition, all transaction, monitoring and similar fees paid or payable requested by the Company or its Subsidiaries to the Apollo Entities or their affiliated investment funds or managers of their affiliated investment funds shall be shared pro rata with the TPG Entities, or an affiliate or affiliates of the TPG Entities designated in writing to the Apollo Entities by the TPG Entities. Apollo and TPG agree and acknowledge that as of the date hereof, no such transaction, monitoring or similar fees are paid or payable by the Company and its Subsidiaries to the Apollo Entities or the TPG Entities or any of their respective affiliated investment funds or managers of their affiliated investment fundsCompany.

Voting Covenant. (i) In the event that under Applicable Law or the terms of the Company’s or any Subsidiary of the Company’s organizational documents, any action or proposed action of the Company or any of its Subsidiaries requires the affirmative vote of the Shareholders of the Company in order for such action or proposed action to be effective (unless such action or proposed action is subject to the GHK SCL Consent Rights), each Shareholder that is a member of the GHK SCL Group hereby agrees that, for so long as the Investor Group Minimum Ratio Condition is maintained, such Shareholder shall cause all of its Equity Securities to be voted in the manner directed by Apollo the Investor (in Apollothe Investor’s sole discretion); provided, however, that in no event shall the obligations of this Section 6(b)(i8(b)(i) be applicable to those matters that are subject to the GHK SCL Consent Rights or otherwise impact in any way the GHK SCL Consent Rights or the agreements with respect to the composition of the Board set forth in this Article 68. (ii) By way of execution and delivery of this Agreement, each Shareholder that is a member of the GHK SCL Group appoints and constitutes Apollo the Investor as its attorney and proxy with full power of substitution and resubstitution, with respect to the Equity Securities Owned by him, her or it, to vote all of the Equity Securities of such Shareholder that is a member of the GHK SCL Group on any action or proposed action of the Company or any of its Subsidiaries on the matters of the type described in Section 6(b)(i8(b)(i). Upon the execution of this Agreement, all prior proxies and similar rights and agreements given by each such Shareholder that is a member of the GHK SCL Group with respect to any of the Equity Securities Owned by him, her or it shall be deemed revoked. This proxy is irrevocable and is coupled with an interest. (iii) In furtherance of the foregoing terms of Section 6(b)(i8(b)(i), for so long as the Investor Group Minimum Ratio Condition is maintained, each Shareholder that is a member of the GHK SCL Group hereby waives to the fullest extent permitted by Applicable Law all rights of such Shareholder to vote on the matters of the type described in Section 6(b)(i8(b)(i) and further agrees to waive any dissenters, appraisal or similar rights in connection with such matters to the extent voted on by Apollo the Investor and the Shareholders comprising the GHK SCL Group. (iv) The terms of Section 6(b)(i8(b)(i), Section 6(b)(ii8(b)(ii) and Section 6(b)(iii8(b)(iii) shall be binding upon the Permitted Transferees of each Shareholder that is a member of the GHK SCL Group. (v) Subject to Section 6(b)(vi), the TPG Entities hereby agree, for so long as they hold any Ordinary Shares, to vote all Ordinary Shares at any time held by the TPG Entities in the manner directed by Apollo, in Apollo’s sole and absolute discretion, to the fullest extent permitted by Applicable Law and hereby appoint and constitute Apollo as their attorney and proxy, with full power of substitution and resubstitution (which proxy shall be irrevocable and is coupled with an interest), to vote all Ordinary Shares held by the TPG Entities at any meeting of the Shareholders and in connection with any written action or consent of the Shareholders with respect to any matter submitted to a vote or for action by the Shareholders or requiring consent under the Shareholders’ Agreement. Subject to Section 6(b)(vi), with respect to any such matter submitted to a vote or for action by the Shareholders or requiring consent under the Shareholders’ Agreement, each of the Company and GHK shall be entitled to conclusively look to and rely on Apollo as the attorney or representative of the TPG Entities with respect to such vote or action. (vi) Notwithstanding the terms of Section 6(b)(v), none of the Company or any of its Subsidiaries shall be permitted to engage in any material transaction involving any Affiliate of Apollo (other than the Company and its Subsidiaries) without the prior written consent of TPG (such consent not to be unreasonably withheld); provided, however, that in no event shall the TPG Entities have any consent right pursuant to this Section 6(b)(vi) with respect to any action taken or to be taken pursuant to the terms of this Agreement as in effect on the date hereof (the “TPG Consent Rights”). TPG shall be given advance written notice of any such proposed material Affiliate transaction, which shall include a summary of the material terms and conditions of the transaction and the proposed consideration (“Transaction Notice”). In the event that TPG has not provided written consent or refusal within five (5) days of having received a Transaction Notice, TPG shall be deemed to have provided written consent to the applicable material Affiliate transaction. (vii) For so long as the TPG Entities collectively maintain the TPG Minimum Holding Condition, all transaction, monitoring and similar fees paid or payable by the Company or its Subsidiaries to the Apollo Entities or their affiliated investment funds or managers of their affiliated investment funds shall be shared pro rata with the TPG Entities, or an affiliate or affiliates of the TPG Entities designated in writing to the Apollo Entities by the TPG Entities. Apollo and TPG agree and acknowledge that as of the date hereof, no such transaction, monitoring or similar fees are paid or payable by the Company and its Subsidiaries to the Apollo Entities or the TPG Entities or any of their respective affiliated investment funds or managers of their affiliated investment funds.

Voting Covenant. Stockholder hereby agrees that, during the Support Period, at any meeting of the stockholders of the Company (however called), and at every adjournment or postponement thereof, and in any action by written consent of stockholders of the Company, unless otherwise directed in writing by ▇▇▇▇▇, Stockholder shall (i) In the event that under Applicable Law appear (in person or the terms by proxy) at each such meeting or otherwise cause all of the Company’s or Subject Securities that Stockholder is entitled to vote to be counted as present thereat for purposes of calculating a quorum and (ii) cause the Subject Securities with respect to which Stockholder has voting rights to be voted, and shall duly execute and deliver any Subsidiary written consent of stockholders of the Company’s organizational documentsCompany with respect to the Subject Securities with respect to which Stockholder has voting rights to be voted, as follows: (a) in favor of: (x) the adoption of the Merger Agreement and the approval of the Merger and any other matter reasonably necessary to the consummation of the transactions contemplated by the Merger Agreement and considered and voted upon at any meeting of the holders of Common Stock related thereto; (y) any proposal to adjourn or postpone any meeting of the holders of Common Stock at which the matters described in the preceding clause (x) are submitted for the consideration and vote of the holders to a later date if there are not sufficient votes for approval of such matters on the date on which such meeting is held; and (z) each of the other actions contemplated by the Merger Agreement; (b) against any action or proposed action agreement that would result in a breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement; and (c) against each of the following actions (other than the Merger and the other Transactions): (i) any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, other business combination, division, conversion, transfer, domestication, reorganization, recapitalization or similar transaction involving the Company or any of its Subsidiaries; (ii) any sale, lease, sublease, license, sublicense, transfer or disposition of a material portion of the rights or other assets of the Company or any of its Subsidiaries requires the affirmative vote of the Shareholders of the Company in order for such action Subsidiaries; (iii) any reorganization, recapitalization, dissolution or proposed action to be effective (unless such action or proposed action is subject to the GHK Consent Rights), each Shareholder that is a member of the GHK Group hereby agrees that, for so long as the Investor Group Minimum Ratio Condition is maintained, such Shareholder shall cause all of its Equity Securities to be voted in the manner directed by Apollo (in Apollo’s sole discretion); provided, however, that in no event shall the obligations of this Section 6(b)(i) be applicable to those matters that are subject to the GHK Consent Rights or otherwise impact in any way the GHK Consent Rights or the agreements with respect to the composition of the Board set forth in this Article 6. (ii) By way of execution and delivery of this Agreement, each Shareholder that is a member of the GHK Group appoints and constitutes Apollo as its attorney and proxy with full power of substitution and resubstitution, with respect to the Equity Securities Owned by him, her or it, to vote all of the Equity Securities of such Shareholder that is a member of the GHK Group on any action or proposed action liquidation of the Company or any of its Subsidiaries on the matters of the type described in Section 6(b)(i). Upon the execution of this Agreement, all prior proxies and similar rights and agreements given by each such Shareholder that is a member of the GHK Group with respect to any of the Equity Securities Owned by him, her or it shall be deemed revoked. This proxy is irrevocable and is coupled with an interest. (iii) In furtherance of the foregoing terms of Section 6(b)(i), for so long as the Investor Group Minimum Ratio Condition is maintained, each Shareholder that is a member of the GHK Group hereby waives to the fullest extent permitted by Applicable Law all rights of such Shareholder to vote on the matters of the type described in Section 6(b)(i) and further agrees to waive any dissenters, appraisal or similar rights in connection with such matters to the extent voted on by Apollo and the Shareholders comprising the GHK Group. Subsidiaries; (iv) The terms of Section 6(b)(i), Section 6(b)(ii) and Section 6(b)(iii) shall be binding upon the Permitted Transferees of each Shareholder that is any change in a member majority of the GHK Group. board of directors of the Company; (v) Subject any amendment to Section 6(b)(vi)the Company’s certificate of incorporation or bylaws, which amendment may have the effect of (A) frustrating the purpose of, or breaching or nullifying any provision of, the TPG Entities hereby agreeMerger Agreement, for so long as they hold (B) impeding, interfering with, preventing, delaying or adversely affecting the Merger or (C) changing the voting rights of any Ordinary Shares, to vote all Ordinary Shares at any time held by the TPG Entities in the manner directed by Apollo, in Apollo’s sole and absolute discretion, to the fullest extent permitted by Applicable Law and hereby appoint and constitute Apollo as their attorney and proxy, with full power shares of substitution and resubstitution (which proxy shall be irrevocable and is coupled with an interest), to vote all Ordinary Shares held by the TPG Entities at any meeting capital stock of the Shareholders and in connection with any written action or consent of the Shareholders with respect to any matter submitted to a vote or for action by the Shareholders or requiring consent under the Shareholders’ Agreement. Subject to Section 6(b)(vi), with respect to any such matter submitted to a vote or for action by the Shareholders or requiring consent under the Shareholders’ Agreement, each of the Company and GHK shall be entitled to conclusively look to and rely on Apollo as the attorney or representative of the TPG Entities with respect to such vote or action. Company; (vi) Notwithstanding any material change in the terms of Section 6(b)(v), none capitalization of the Company or the Company’s corporate structure; and (vii) any other action which is intended, or would reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of its Subsidiaries the other Transactions. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be permitted require Stockholder to engage in exercise any material transaction involving any Affiliate of Apollo (Company Warrants or other than the Company and its Subsidiaries) without the prior written consent of TPG (such consent not rights to be unreasonably withheld)acquire Common Stock; provided, however, that in no event if Stockholder does elect to exercise any such Company Warrants or other rights to acquire Common Stock, the Common Stock received upon such exercise shall the TPG Entities have any consent right pursuant be subject to this Section 6(b)(vi) with respect to any action taken or to be taken pursuant to the terms of this Agreement as in effect on the date hereof (the “TPG Consent Rights”). TPG shall be given advance written notice of any such proposed material Affiliate transaction, which shall include a summary of the material terms and conditions of the transaction and the proposed consideration (“Transaction Notice”). In the event that TPG has not provided written consent or refusal within five (5) days of having received a Transaction Notice, TPG shall be deemed to have provided written consent to the applicable material Affiliate transactionAgreement. (vii) For so long as the TPG Entities collectively maintain the TPG Minimum Holding Condition, all transaction, monitoring and similar fees paid or payable by the Company or its Subsidiaries to the Apollo Entities or their affiliated investment funds or managers of their affiliated investment funds shall be shared pro rata with the TPG Entities, or an affiliate or affiliates of the TPG Entities designated in writing to the Apollo Entities by the TPG Entities. Apollo and TPG agree and acknowledge that as of the date hereof, no such transaction, monitoring or similar fees are paid or payable by the Company and its Subsidiaries to the Apollo Entities or the TPG Entities or any of their respective affiliated investment funds or managers of their affiliated investment funds.

Voting Covenant. Stockholder hereby agrees that, during the Specified Period, at every meeting of the stockholders of the Company, however called, and at every adjournment or postponement thereof, and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by Parent and to the extent not voted by the Person(s) appointed pursuant to Section 3.2 hereof, Stockholder shall vote all shares of Company Common Stock owned of record by Stockholder and all other Subject Securities (to the fullest extent of the Stockholder’s right to do so): (a) in favor of the approval and adoption (in accordance with its terms) of the Merger Agreement, the Certificate of Merger, the Merger and the Transactions (as defined in the Merger Agreement), and in any other action or matter that could reasonably be expected to facilitate the Merger; and (b) against the following actions (other than the Merger and the Transactions): (A) any Acquisition Proposal (including any Superior Proposal) and (B) (i) In the event that under Applicable Law any reorganization, recapitalization, dissolution or the terms liquidation of the Company’s Company or any Subsidiary of the Company and (ii) any other action, in each case in subclauses (i) and (ii) of this clause (B) that is intended, or that could reasonably be expected, to impede, interfere with, discourage, frustrate, delay, postpone, prevent or adversely affect the Merger or any of the other Transactions (the proposals in clause (b) together with the proposals in clause (a), referred to herein as the “Covered Proposals”). During the Specified Period, Stockholder shall not enter into any Contract or understanding with any Person to vote or give instructions in any manner inconsistent with clause “(a)” or clause “(b)” of the preceding sentence. Notwithstanding anything to the contrary set forth in this Agreement: (1) Stockholder makes no agreement or understanding herein in any capacity other than in Stockholder’s capacity as Owner of securities of the Company, (2) nothing in this Agreement shall be construed to limit or affect the Stockholder’s organizational documentsrights, duties or obligations as a director, officer, or other fiduciary of the Company, and (3) Stockholder shall have no liability to Parent, Merger Sub or any of their Affiliates under this Agreement as a result of any action or proposed action inaction by Stockholder acting in his capacity as a director, officer, or other fiduciary of the Company Company. This Agreement shall not amend, revise, modify or any of its Subsidiaries requires alter the affirmative vote rights and interests of the Shareholders Stockholder in that certain Voting Agreement, dated as of November 17, 2011, made by and among ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, including the right of the Company in order for such action or proposed action Stockholder to be effective (unless such action or proposed action is subject determine how to the GHK Consent Rights), each Shareholder that is a member of the GHK Group hereby agrees that, for so long as the Investor Group Minimum Ratio Condition is maintained, such Shareholder shall cause all of its Equity Securities to be voted in the manner directed by Apollo (in Apollo’s sole discretion); provided, however, that in no event shall the obligations of this Section 6(b)(i) be applicable to those matters that are subject to the GHK Consent Rights or otherwise impact in any way the GHK Consent Rights or the agreements vote with respect to the composition of the Board matters set forth in Section 2.1(b) therein, except to the extent of the Covered Proposals. Notwithstanding this Article 6. (iiSection 3.1 or anything in this Agreement to the contrary, in the event of an Adverse Recommendation Change made in compliance with Section 5.2(b)(ii) By way of execution and delivery of this the Merger Agreement, each Shareholder that is a member the obligation of the GHK Group appoints and constitutes Apollo as its attorney and proxy with full power of substitution and resubstitution, with respect to the Equity Securities Owned by him, her or it, Stockholder to vote all of the Equity Subject Securities of as to which Stockholder controls the right to vote in the manner set forth in Section 3.1 shall be modified such Shareholder that is a member of that: (x) Stockholder, together with the GHK Group on any action or proposed action other stockholders of the Company or any of its Subsidiaries on the matters of the type described in Section 6(b)(i). Upon the execution of this Agreement, all prior proxies and entering into substantially similar rights and voting agreements given by each such Shareholder that is a member of the GHK Group with respect to any of the Equity Securities Owned by him, her or it shall be deemed revoked. This proxy is irrevocable and is coupled with an interest. (iii) In furtherance of the foregoing terms of Section 6(b)(i), for so long as the Investor Group Minimum Ratio Condition is maintained, each Shareholder that is a member of the GHK Group hereby waives to the fullest extent permitted by Applicable Law all rights of such Shareholder to vote on the matters of the type described in Section 6(b)(i) and further agrees to waive any dissenters, appraisal or similar rights in connection with such matters to the extent voted on by Apollo and the Shareholders comprising the GHK Group. (iv) The terms of Section 6(b)(i), Section 6(b)(ii) and Section 6(b)(iii) shall be binding upon the Permitted Transferees of each Shareholder that is a member of the GHK Group. (v) Subject to Section 6(b)(vi), the TPG Entities hereby agree, for so long as they hold any Ordinary Shares, to vote all Ordinary Shares at any time held by the TPG Entities in the manner directed by Apollo, in Apollo’s sole and absolute discretion, to the fullest extent permitted by Applicable Law and hereby appoint and constitute Apollo as their attorney and proxy, with full power of substitution and resubstitution (which proxy shall be irrevocable and is coupled with an interest), to vote all Ordinary Shares held by the TPG Entities at any meeting of the Shareholders and in connection with any written action or consent of the Shareholders with respect to any matter submitted to a vote or for action by the Shareholders or requiring consent under the Shareholders’ Agreement. Subject to Section 6(b)(vi), with respect to any such matter submitted to a vote or for action by the Shareholders or requiring consent under the Shareholders’ Agreement, each of the Company and GHK shall be entitled to conclusively look to and rely on Apollo as the attorney or representative of the TPG Entities with respect to such vote or action. (vi) Notwithstanding the terms of Section 6(b)(v), none of the Company or any of its Subsidiaries shall be permitted to engage in any material transaction involving any Affiliate of Apollo (other than the Company and its Subsidiaries) without the prior written consent of TPG (such consent not to be unreasonably withheld); provided, however, that in no event shall the TPG Entities have any consent right pursuant to this Section 6(b)(vi) with respect to any action taken or to be taken pursuant to the terms of this Agreement as in effect Parent on the date hereof (the “TPG Consent RightsOther Voting Agreements”). TPG , shall be given advance written notice collectively vote an aggregate number of any such proposed material Affiliate transaction, which shall include a summary shares of Company Common Stock equal to thirty percent (30%) of the material terms and conditions total voting power of all of the transaction and the proposed consideration (“Transaction Notice”). In the event that TPG has not provided written consent or refusal within five (5) days outstanding shares of having received a Transaction Notice, TPG shall be deemed to have provided written consent to the applicable material Affiliate transaction. (vii) For so long as the TPG Entities collectively maintain the TPG Minimum Holding Condition, all transaction, monitoring and similar fees paid or payable by the Company or its Subsidiaries to the Apollo Entities or their affiliated investment funds or managers of their affiliated investment funds shall be shared pro rata with the TPG Entities, or an affiliate or affiliates of the TPG Entities designated in writing to the Apollo Entities by the TPG Entities. Apollo and TPG agree and acknowledge that Common Stock as of the date hereofon which such vote is taken, no such transactionvoting together as a single class, monitoring entitled to vote in respect of the Covered Proposals, as provided in Section 3.1(a) or similar fees are paid (b), as the case may be, and the number of Subject Securities subject to this Voting Agreement and all Other Voting Agreements shall be reduced on a pro rata basis, and (y) Stockholder, in his or payable by the Company and its Subsidiaries sole discretion, shall be entitled to the Apollo Entities or the TPG Entities or vote all of Stockholder’s remaining Subject Securities in any of their respective affiliated investment funds or managers of their affiliated investment fundsmanner Stockholder chooses.

Voting Covenant. If, as of the record date with respect to any meeting of the shareholders of the Company (ihowever called) In the event that under Applicable Law or the terms any written action by consent of shareholders of the Company’s or any Subsidiary , the Shareholders collectively Own issued and outstanding shares of Company common stock that, in the aggregate, exceed 15% of the Company’s organizational documents, any action or proposed action total issued and outstanding shares of Company common stock as of such record date (the number of shares collectively Owned by the Shareholders as of such record date less the number of shares that equals 15% of the total issued and outstanding shares of Company or any common stock as of its Subsidiaries requires such record date being referred to herein as the affirmative vote of the Shareholders of the Company in order for such action or proposed action to be effective (unless such action or proposed action is subject to the GHK Consent Rights“Excess Shares”), then each Shareholder that is a member of the GHK Group hereby agrees that, for so long as the Investor Group Minimum Ratio Condition is maintainedat any such meeting or in any such consent, such Shareholder shall cause all the number of its Equity Securities Excess Shares Owned by such Shareholder to be voted in accordance with the manner directed recommendation of the Company’s Board of Directors. For example and not by Apollo way of limitation, if after the date of this Voting Agreement the Company’s Board of Directors recommends that shareholders of the Company vote in favor of a certain proposal to be presented at a shareholders’ meeting and against a certain other proposal to be presented at such meeting, then each Shareholder shall cause the number of Excess Shares with respect to that meeting Owned by such Shareholder to be voted in favor of the former proposal and against the latter proposal. With respect to any meeting of the shareholders of the Company (however called) or any written action by consent of shareholders of the Company, that portion of the Excess Shares deemed to be Owned by each Shareholder shall be determined by the Company in Apollo’s sole discretion)good faith; provided, however, that the number of Excess Shares determined by the Company to be Owned by a Shareholder shall not exceed the number of issued and outstanding shares of Company common stock Owned by such Shareholder on the applicable record date. In addition, if some or all of the issued and outstanding shares of Company common stock Owned by a Shareholder as of the applicable record date are owned of record by one or more Persons other than the Shareholder, then the Company shall determine which (if any) of the shares owned of record by each such Person shall be included in no event that portion of the Excess Shares deemed to be Owned by such Shareholder. No Shareholder shall enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the obligations foregoing provisions of this Section 6(b)(i) be applicable to those matters that are subject to 2.1. For the GHK Consent Rights or otherwise impact in any way the GHK Consent Rights or the agreements with respect to the composition avoidance of the Board set forth in this Article 6. (ii) By way of execution and delivery of this Agreement, each Shareholder that is a member of the GHK Group appoints and constitutes Apollo as its attorney and proxy with full power of substitution and resubstitution, with respect to the Equity Securities Owned by him, her or it, to vote all of the Equity Securities of such Shareholder that is a member of the GHK Group on any action or proposed action of the Company or any of its Subsidiaries on the matters of the type described in Section 6(b)(i). Upon the execution of this Agreement, all prior proxies and similar rights and agreements given by each such Shareholder that is a member of the GHK Group with respect to any of the Equity Securities Owned by him, her or it shall be deemed revoked. This proxy is irrevocable and is coupled with an interest. (iii) In furtherance of the foregoing terms of Section 6(b)(i), for so long as the Investor Group Minimum Ratio Condition is maintained, each Shareholder that is a member of the GHK Group hereby waives to the fullest extent permitted by Applicable Law all rights of such Shareholder to vote on the matters of the type described in Section 6(b)(i) and further agrees to waive any dissenters, appraisal or similar rights in connection with such matters to the extent voted on by Apollo and the Shareholders comprising the GHK Group. (iv) The terms of Section 6(b)(i), Section 6(b)(ii) and Section 6(b)(iii) shall be binding upon the Permitted Transferees of each Shareholder that is a member of the GHK Group. (v) Subject to Section 6(b)(vi)doubt, the TPG Entities hereby agree, for so long as they hold any Ordinary Shares, to vote all Ordinary Shares at any time held by the TPG Entities in the manner directed by Apollo, in Apollo’s sole and absolute discretion, to the fullest extent permitted by Applicable Law and hereby appoint and constitute Apollo as their attorney and proxy, with full power of substitution and resubstitution (which proxy shall be irrevocable and is coupled with an interest), to vote all Ordinary Shares held by the TPG Entities at any meeting of the Shareholders and in connection with any written action or consent of the Shareholders with respect to any matter submitted to a vote or for action by the Shareholders or requiring consent under the Shareholders’ Agreement. Subject to Section 6(b)(vi), with respect to any such matter submitted to a vote or for action by the Shareholders or requiring consent under the Shareholders’ Agreement, each of the Company and GHK shall be entitled to conclusively look to and rely on Apollo as the attorney or representative of the TPG Entities with respect to such vote or action. (vi) Notwithstanding the terms of Section 6(b)(v), none of the Company or any of its Subsidiaries shall be permitted to engage in any material transaction involving any Affiliate of Apollo (other than the Company and its Subsidiaries) without the prior written consent of TPG (such consent not to be unreasonably withheld); provided, however, that in no event shall the TPG Entities have any consent right pursuant to this Section 6(b)(vi) with respect to any action taken or to be taken pursuant to the terms of this Agreement as in effect on the date hereof (the “TPG Consent Rights”). TPG shall be given advance written notice of any such proposed material Affiliate transaction, which shall include a summary of the material terms and conditions of the transaction and the proposed consideration (“Transaction Notice”). In the event that TPG has not provided written consent or refusal within five (5) days of having received a Transaction Notice, TPG shall be deemed to have provided written consent to the applicable material Affiliate transaction. (vii) For so long as the TPG Entities collectively maintain the TPG Minimum Holding Condition, all transaction, monitoring and similar fees paid or payable determination by the Company or its Subsidiaries to of the Apollo Entities or their affiliated investment funds or managers number of their affiliated investment funds Excess Shares Owned by a Shareholder shall be shared pro rata with made for the TPG Entities, or an affiliate or affiliates purposes of the TPG Entities designated in writing to the Apollo Entities by the TPG Entities. Apollo this Voting Agreement only and TPG agree and acknowledge that as of the date hereof, no such transaction, monitoring or similar fees are paid or payable by the Company and its Subsidiaries to the Apollo Entities or the TPG Entities or not for any of their respective affiliated investment funds or managers of their affiliated investment fundsother purpose.

Voting Covenant. Stockholder hereby agrees that, during the Support Period, at any meeting of the stockholders of the Company (however called), and at every adjournment or postponement thereof, and in any action by written consent of stockholders of the Company, unless otherwise directed in writing by ▇▇▇▇▇, Stockholder shall (i) In the event that under Applicable Law appear (in person or the terms by proxy) at each such meeting or otherwise cause all of the Company’s or Subject Securities that Stockholder is entitled to vote to be counted as present thereat for purposes of calculating a quorum and (ii) cause the Subject Securities with respect to which Stockholder has voting rights to be voted, and shall duly execute and deliver any Subsidiary written consent of stockholders of the Company’s organizational documentsCompany with respect to the Subject Securities with respect to which Stockholder has voting rights to be voted, as follows: (a) in favor of: (x) the adoption of the Merger Agreement and the approval of the Merger and any other matter reasonably necessary to the consummation of the transactions contemplated by the Merger Agreement and considered and voted upon at any meeting of the holders of Common Stock related thereto; (y) any proposal to adjourn or postpone any meeting of the holders of Common Stock at which the matters described in the preceding clause (x) are submitted for the consideration and vote of the holders to a later date if there are not sufficient votes for approval of such matters on the date on which such meeting is held; and (z) each of the other actions contemplated by the Merger Agreement; (b) against any action or proposed action agreement that would result in a breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement; and (c) against each of the following actions (other than the Merger and the other Transactions): (i) any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, other business combination, division, conversion, transfer, domestication, reorganization, recapitalization or similar transaction involving the Company or any of its Subsidiaries; (ii) any sale, lease, sublease, license, sublicense, transfer or disposition of a material portion of the rights or other assets of the Company or any of its Subsidiaries requires the affirmative vote of the Shareholders of the Company in order for such action Subsidiaries; (iii) any reorganization, recapitalization, dissolution or proposed action to be effective (unless such action or proposed action is subject to the GHK Consent Rights), each Shareholder that is a member of the GHK Group hereby agrees that, for so long as the Investor Group Minimum Ratio Condition is maintained, such Shareholder shall cause all of its Equity Securities to be voted in the manner directed by Apollo (in Apollo’s sole discretion); provided, however, that in no event shall the obligations of this Section 6(b)(i) be applicable to those matters that are subject to the GHK Consent Rights or otherwise impact in any way the GHK Consent Rights or the agreements with respect to the composition of the Board set forth in this Article 6. (ii) By way of execution and delivery of this Agreement, each Shareholder that is a member of the GHK Group appoints and constitutes Apollo as its attorney and proxy with full power of substitution and resubstitution, with respect to the Equity Securities Owned by him, her or it, to vote all of the Equity Securities of such Shareholder that is a member of the GHK Group on any action or proposed action liquidation of the Company or any of its Subsidiaries on the matters of the type described in Section 6(b)(i). Upon the execution of this Agreement, all prior proxies and similar rights and agreements given by each such Shareholder that is a member of the GHK Group with respect to any of the Equity Securities Owned by him, her or it shall be deemed revoked. This proxy is irrevocable and is coupled with an interest. (iii) In furtherance of the foregoing terms of Section 6(b)(i), for so long as the Investor Group Minimum Ratio Condition is maintained, each Shareholder that is a member of the GHK Group hereby waives to the fullest extent permitted by Applicable Law all rights of such Shareholder to vote on the matters of the type described in Section 6(b)(i) and further agrees to waive any dissenters, appraisal or similar rights in connection with such matters to the extent voted on by Apollo and the Shareholders comprising the GHK Group. Subsidiaries; (iv) The terms of Section 6(b)(i), Section 6(b)(ii) and Section 6(b)(iii) shall be binding upon the Permitted Transferees of each Shareholder that is any change in a member majority of the GHK Group. board of directors of the Company; (v) Subject any amendment to Section 6(b)(vi)the Company’s certificate of incorporation or bylaws, which amendment may have the effect of (A) frustrating the purpose of, or breaching or nullifying any provision of, the TPG Entities hereby agreeMerger Agreement, for so long as they hold (B) impeding, interfering with, preventing, delaying or adversely affecting the Merger or (C) changing the voting rights of any Ordinary Shares, to vote all Ordinary Shares at any time held by the TPG Entities in the manner directed by Apollo, in Apollo’s sole and absolute discretion, to the fullest extent permitted by Applicable Law and hereby appoint and constitute Apollo as their attorney and proxy, with full power shares of substitution and resubstitution (which proxy shall be irrevocable and is coupled with an interest), to vote all Ordinary Shares held by the TPG Entities at any meeting capital stock of the Shareholders and in connection with any written action or consent of the Shareholders with respect to any matter submitted to a vote or for action by the Shareholders or requiring consent under the Shareholders’ Agreement. Subject to Section 6(b)(vi), with respect to any such matter submitted to a vote or for action by the Shareholders or requiring consent under the Shareholders’ Agreement, each of the Company and GHK shall be entitled to conclusively look to and rely on Apollo as the attorney or representative of the TPG Entities with respect to such vote or action. Company; (vi) Notwithstanding any material change in the terms of Section 6(b)(v), none capitalization of the Company or any of its Subsidiaries shall be permitted to engage in any material transaction involving any Affiliate of Apollo (other than the Company Company’s corporate structure; and its Subsidiaries) without the prior written consent of TPG (such consent not to be unreasonably withheld); provided, however, that in no event shall the TPG Entities have any consent right pursuant to this Section 6(b)(vi) with respect to any action taken or to be taken pursuant to the terms of this Agreement as in effect on the date hereof (the “TPG Consent Rights”). TPG shall be given advance written notice of any such proposed material Affiliate transaction, which shall include a summary of the material terms and conditions of the transaction and the proposed consideration (“Transaction Notice”). In the event that TPG has not provided written consent or refusal within five (5) days of having received a Transaction Notice, TPG shall be deemed to have provided written consent to the applicable material Affiliate transaction. (vii) For so long as the TPG Entities collectively maintain the TPG Minimum Holding Condition, all transaction, monitoring and similar fees paid or payable by the Company or its Subsidiaries to the Apollo Entities or their affiliated investment funds or managers of their affiliated investment funds shall be shared pro rata with the TPG Entitiesany other action which is intended, or an affiliate would reasonably be expected, to impede, interfere with, delay, postpone, discourage or affiliates of adversely affect the TPG Entities designated in writing to the Apollo Entities by the TPG Entities. Apollo and TPG agree and acknowledge that as of the date hereof, no such transaction, monitoring or similar fees are paid or payable by the Company and its Subsidiaries to the Apollo Entities or the TPG Entities Merger or any of their respective affiliated investment funds or managers of their affiliated investment fundsthe other Transactions.

Voting Covenant. Without in any way limiting Stockholder’s right to (ia) In the event that under Applicable Law vote in his or the terms of the Company’s or any Subsidiary of the Company’s organizational documents, any action or proposed action her capacity as a director of the Company or (b) vote his or her Subject Securities in his or her sole discretion on any of its Subsidiaries requires the affirmative vote of the Shareholders of the Company in order for such action or proposed action to be effective (unless such action or proposed action is subject to the GHK Consent Rights), each Shareholder that is a member of the GHK Group hereby agrees that, for so long as the Investor Group Minimum Ratio Condition is maintained, such Shareholder shall cause all of its Equity Securities to be voted in the manner directed by Apollo (in Apollo’s sole discretion); provided, however, that in no event shall the obligations of this Section 6(b)(i) be applicable to those other matters that are subject to the GHK Consent Rights or otherwise impact in any way the GHK Consent Rights or the agreements with respect to the composition of the Board not set forth in this Article 6. (ii) By way Section 3 that may be submitted to a stockholder vote, consent or other approval, at any annual, special meeting of execution and delivery of this Agreement, each Shareholder that is a member of the GHK Group appoints and constitutes Apollo as its attorney and proxy with full power of substitution and resubstitution, with respect to the Equity Securities Owned by him, her or it, to vote all of the Equity Securities of such Shareholder that is a member of the GHK Group on any action or proposed action stockholders of the Company including the Company Stockholder Meeting, however called, including any adjournment or any of its Subsidiaries on postponement thereof, during the matters of the type described in Section 6(b)(i). Upon the execution of this AgreementSupport Period, all prior proxies Stockholder hereby irrevocably and similar rights and agreements given by each such Shareholder that is a member of the GHK Group with respect to any of the Equity Securities Owned by himunconditionally agrees that, her or it shall be deemed revoked. This proxy is irrevocable and is coupled with an interest. (iii) In furtherance of the foregoing terms of Section 6(b)(i), for so long as the Investor Group Minimum Ratio Condition is maintained, each Shareholder that is a member of the GHK Group hereby waives to the fullest extent permitted by Applicable Law all rights of such Shareholder to vote on the matters of the type described in Section 6(b)(i) and further agrees to waive any dissenters, appraisal or similar rights in connection with such matters to the extent voted on by Apollo and the Shareholders comprising the GHK Group. (iv) The terms of Section 6(b)(i), Section 6(b)(ii) and Section 6(b)(iii) shall be binding upon the Permitted Transferees of each Shareholder that is a member of the GHK Group. (v) Subject to Section 6(b)(vi), the TPG Entities hereby agree, for so long as they hold any Ordinary Shares, to vote all Ordinary Shares at any time held by the TPG Entities in the manner directed by Apollo, in Apollo’s sole and absolute discretion, to the fullest extent permitted by Applicable Law and hereby appoint and constitute Apollo as their attorney and proxy, with full power of substitution and resubstitution (which proxy shall be irrevocable and is coupled with an interest), to vote all Ordinary Shares held by the TPG Entities at any annual or special meeting of the Shareholders stockholders of the Company, including the Company Stockholder Meeting, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written action or consent of the Shareholders stockholders of the Company, Stockholder shall, in each case to the fullest extent that such Subject Securities are entitled to be voted therein: (1) appear at each such meeting or otherwise cause all such Subject Securities to be counted as present thereat for purposes of determining a quorum; and (2) be present (in person or by proxy) and vote (or cause to be voted) or deliver (or cause to be delivered) a written consent with respect to all of the Subject Securities, and unless otherwise directed in writing by Parent: (a) in favor of: (i) the Merger, the execution and delivery by the Company of the Merger Agreement and the adoption and approval of the Merger Agreement and the terms thereof; (ii) any matter submitted proposal to adjourn or postpone such meeting of stockholders of the Company to a vote or for action by later date if there are not sufficient votes to approve the Shareholders or requiring consent under the Shareholders’ Agreement. Subject to Section 6(b)(vi), with respect to any such matter submitted to a vote or for action by the Shareholders or requiring consent under the Shareholders’ Merger Agreement, the Merger and any other matters necessary to effect the Merger; (iii) each of the other transactions contemplated by the Merger Agreement; and (iv) any other transaction pursuant to which Parent or any Subsidiary thereof proposes to acquire the Company and GHK shall be entitled to conclusively look to and rely on Apollo as in which the attorney or representative of the TPG Entities with respect to such vote or action. (vi) Notwithstanding the terms of Section 6(b)(v), none stockholders of the Company would receive aggregate consideration per share equal to or greater than the consideration to be received by stockholders of the Company in the Merger; (b) against any of its Subsidiaries shall action or agreement which is intended or would reasonably be permitted expected to engage impede, delay, postpone, interfere with, nullify, prevent or adversely affect in any material transaction involving respect the Merger or this Agreement, including (i) any Affiliate other extraordinary corporate transaction, including any proposal of Apollo any Person (other than the Company Parent and its SubsidiariesMerger Sub) without the prior written consent of TPG (such consent not to be unreasonably withheld); provided, however, that in no event shall the TPG Entities have any consent right pursuant to this Section 6(b)(vi) with respect to any action taken or to be taken pursuant to the terms of this Agreement as in effect on the date hereof (the “TPG Consent Rights”). TPG shall be given advance written notice of any such proposed material Affiliate transaction, which shall include a summary of the material terms and conditions of the transaction and the proposed consideration (“Transaction Notice”). In the event that TPG has not provided written consent or refusal within five (5) days of having received a Transaction Notice, TPG shall be deemed to have provided written consent to the applicable material Affiliate transaction. (vii) For so long as the TPG Entities collectively maintain the TPG Minimum Holding Condition, all transaction, monitoring and similar fees paid or payable by acquire the Company or its Subsidiaries all or substantially all of the assets thereof, (ii) any amendment to the Apollo Entities certificate of incorporation or their affiliated investment funds or managers bylaws of their affiliated investment funds shall be shared pro rata with the TPG EntitiesCompany, (iii) any material change to the capitalization of the Company, (iv) any change in a majority of the directors of the Company Board and (v) any action, proposal, or an affiliate agreement that would reasonably be expected to result in the any breach of any covenant, representation or affiliates of the TPG Entities designated in writing to the Apollo Entities by the TPG Entities. Apollo and TPG agree and acknowledge that as of the date hereof, no such transaction, monitoring or similar fees are paid or payable by the Company and its Subsidiaries to the Apollo Entities or the TPG Entities warranty or any other obligation or agreement under the Merger Agreement or this Agreement; and (c) against any Alternative Transaction and any action in furtherance of their respective affiliated investment funds any Alternative Transaction. During the Support Period, Stockholder shall not enter into any agreement or managers understanding with any Person to vote or give instructions in a manner inconsistent with clauses “(a)”, “(b)” or “(c)” of their affiliated investment fundsthis Section 3.1.

Voting Covenant. (i) In the event that under Applicable Law or the terms of the Company’s or any Subsidiary of the Company’s organizational documents, any action or proposed action of the Company or any of its Subsidiaries requires the affirmative vote of the Shareholders of the Company in order for such action or proposed action to be effective (unless such action or proposed action is subject to the GHK SCL Consent Rights), each Shareholder that is a member of the GHK SCL Group hereby agrees that, for so long as the Investor Group Minimum Ratio Condition is maintained, such Shareholder shall cause all of its Equity Securities to be voted in the manner directed by Apollo the Investor (in Apollothe Investor’s sole discretion); provided, however, that in no event shall the obligations of this Section 6(b)(i8(b)(i) be applicable to those matters that are subject to the GHK SCL Consent Rights or otherwise impact in any way the GHK SCL Consent Rights or the agreements with respect to the composition of the Board set forth in this Article 6. 8. (ii) By way of execution and delivery of this Agreement, each Shareholder that is a member of the GHK SCL Group appoints and constitutes Apollo the Investor as its attorney and proxy with full power of substitution and resubstitution, with respect to the Equity Securities Owned by him, her or it, to vote all of the Equity Securities of such Shareholder that is a member of the GHK SCL Group on any action or proposed action of the Company or any of its Subsidiaries on the matters of the type described in Section 6(b)(i8(b)(i). Upon the execution of this Agreement, all prior proxies and similar rights and agreements given by each such Shareholder that is a member of the GHK SCL Group with respect to any of the Equity Securities Owned by him, her or it shall be deemed revoked. This proxy is irrevocable and is coupled with an interest. . (iii) In furtherance of the foregoing terms of Section 6(b)(i8(b)(i), for so long as the Investor Group Minimum Ratio Condition is maintained, each Shareholder that is a member of the GHK SCL Group hereby waives to the fullest extent permitted by Applicable Law all rights of such Shareholder to vote on the matters of the type described in Section 6(b)(i8(b)(i) and further agrees to waive any dissenters, appraisal or similar rights in connection with such matters to the extent voted on by Apollo the Investor and the Shareholders comprising the GHK SCL Group. (iv) The terms of Section 6(b)(i), Section 6(b)(ii) and Section 6(b)(iii) shall be binding upon the Permitted Transferees of each Shareholder that is a member of the GHK Group. (v) Subject to Section 6(b)(vi), the TPG Entities hereby agree, for so long as they hold any Ordinary Shares, to vote all Ordinary Shares at any time held by the TPG Entities in the manner directed by Apollo, in Apollo’s sole and absolute discretion, to the fullest extent permitted by Applicable Law and hereby appoint and constitute Apollo as their attorney and proxy, with full power of substitution and resubstitution (which proxy shall be irrevocable and is coupled with an interest), to vote all Ordinary Shares held by the TPG Entities at any meeting of the Shareholders and in connection with any written action or consent of the Shareholders with respect to any matter submitted to a vote or for action by the Shareholders or requiring consent under the Shareholders’ Agreement. Subject to Section 6(b)(vi), with respect to any such matter submitted to a vote or for action by the Shareholders or requiring consent under the Shareholders’ Agreement, each of the Company and GHK shall be entitled to conclusively look to and rely on Apollo as the attorney or representative of the TPG Entities with respect to such vote or action. (vi) Notwithstanding the terms of Section 6(b)(v), none of the Company or any of its Subsidiaries shall be permitted to engage in any material transaction involving any Affiliate of Apollo (other than the Company and its Subsidiaries) without the prior written consent of TPG (such consent not to be unreasonably withheld); provided, however, that in no event shall the TPG Entities have any consent right pursuant to this Section 6(b)(vi) with respect to any action taken or to be taken pursuant to the terms of this Agreement as in effect on the date hereof (the “TPG Consent Rights”). TPG shall be given advance written notice of any such proposed material Affiliate transaction, which shall include a summary of the material terms and conditions of the transaction and the proposed consideration (“Transaction Notice”). In the event that TPG has not provided written consent or refusal within five (5) days of having received a Transaction Notice, TPG shall be deemed to have provided written consent to the applicable material Affiliate transaction. (vii) For so long as the TPG Entities collectively maintain the TPG Minimum Holding Condition, all transaction, monitoring and similar fees paid or payable by the Company or its Subsidiaries to the Apollo Entities or their affiliated investment funds or managers of their affiliated investment funds shall be shared pro rata with the TPG Entities, or an affiliate or affiliates of the TPG Entities designated in writing to the Apollo Entities by the TPG Entities. Apollo and TPG agree and acknowledge that as of the date hereof, no such transaction, monitoring or similar fees are paid or payable by the Company and its Subsidiaries to the Apollo Entities or the TPG Entities or any of their respective affiliated investment funds or managers of their affiliated investment funds.

Voting Covenant. The Specified Stockholder hereby agrees with the Company (iand only with the Company) In that, prior to the event that under Applicable Law or the terms Voting Expiration Date, at every meeting of the Company’s stockholders of Parent, however called, and at every adjournment or any Subsidiary postponement thereof, and in every action by written consent of the Company’s organizational documents, any action or proposed action stockholders of the Company or any of its Subsidiaries requires Parent, unless otherwise directed in writing by the affirmative vote of Company, the Shareholders of the Company in order for such action or proposed action to be effective (unless such action or proposed action is subject to the GHK Consent Rights), each Shareholder that is a member of the GHK Group hereby agrees that, for so long as the Investor Group Minimum Ratio Condition is maintained, such Shareholder Specified Stockholder shall cause all of its Equity the Subject Securities to be voted voted: (a) in the manner directed by Apollo (in Apollo’s sole discretion); provided, however, that in no event shall the obligations of this Section 6(b)(i) be applicable to those matters that are subject to the GHK Consent Rights or otherwise impact in any way the GHK Consent Rights or the agreements with respect to the composition favor of the Board set forth issuance of shares of Parent Common Stock in this Article 6. (ii) By way of execution and delivery of this Agreement, each Shareholder that is a member connection with the Merger as contemplated by the Merger Agreement as of the GHK Group appoints date hereof and constitutes Apollo as its attorney and proxy with full power in favor of substitution and resubstitution, with respect to the Equity Securities Owned by him, her or it, to vote all of the Equity Securities of such Shareholder that is a member of the GHK Group on any action or proposed action of the Company or any of its Subsidiaries on the matters of the type described in Section 6(b)(i). Upon the execution of this Agreement, all prior proxies and similar rights and agreements given by each such Shareholder that is a member of the GHK Group with respect to any of the Equity Securities Owned by him, her or it shall be deemed revoked. This proxy is irrevocable and is coupled with an interest. (iii) In furtherance of the foregoing terms foregoing, the adoption and approval of Section 6(b)(i), for so long any other proposals as the Investor Group Minimum Ratio Condition is maintained, each Shareholder that is a member SEC (or staff members thereof) may indicate are necessary in its comments to the Form S-4 Registration Statement or in correspondence related thereto; (b) in favor of any proposal to adjourn or postpone such meeting of the GHK Group hereby waives to the fullest extent permitted by Applicable Law all rights of such Shareholder to vote on the matters stockholder of the type described in Section 6(b)(i) and further agrees Parent to waive any dissentersa later date if recommended by the Company, appraisal or similar rights including if there are not sufficient votes to approve issuance of shares of Parent Common Stock in connection with such matters the Merger and the Transactions; (c) against any proposal made in opposition to the extent voted on by Apollo and the Shareholders comprising the GHK Group. (iv) The terms issuance of Section 6(b)(i), Section 6(b)(ii) and Section 6(b)(iii) shall be binding upon the Permitted Transferees shares of each Shareholder that is a member of the GHK Group. (v) Subject to Section 6(b)(vi), the TPG Entities hereby agree, for so long as they hold any Ordinary Shares, to vote all Ordinary Shares at any time held by the TPG Entities in the manner directed by Apollo, in Apollo’s sole and absolute discretion, to the fullest extent permitted by Applicable Law and hereby appoint and constitute Apollo as their attorney and proxy, with full power of substitution and resubstitution (which proxy shall be irrevocable and is coupled with an interest), to vote all Ordinary Shares held by the TPG Entities at any meeting of the Shareholders and Parent Common Stock in connection with any written action or consent of the Shareholders with respect to any matter submitted to a vote or for action Merger as contemplated by the Shareholders or requiring consent under the Shareholders’ Agreement. Subject to Section 6(b)(vi), with respect to any such matter submitted to a vote or for action by the Shareholders or requiring consent under the Shareholders’ Agreement, each of the Company and GHK shall be entitled to conclusively look to and rely on Apollo as the attorney or representative of the TPG Entities with respect to such vote or action. (vi) Notwithstanding the terms of Section 6(b)(v), none of the Company or any of its Subsidiaries shall be permitted to engage in any material transaction involving any Affiliate of Apollo (other than the Company and its Subsidiaries) without the prior written consent of TPG (such consent not to be unreasonably withheld); provided, however, that in no event shall the TPG Entities have any consent right pursuant to this Section 6(b)(vi) with respect to any action taken or to be taken pursuant to the terms of this Merger Agreement as in effect on the date hereof (the “TPG Consent Rights”). TPG shall be given advance written notice of any such proposed material Affiliate transaction, which shall include a summary of the material terms and conditions of the transaction and the proposed consideration (“Transaction Notice”). In the event that TPG has not provided written consent or refusal within five (5) days of having received a Transaction Notice, TPG shall be deemed to have provided written consent to the applicable material Affiliate transaction. (vii) For so long as the TPG Entities collectively maintain the TPG Minimum Holding Condition, all transaction, monitoring and similar fees paid or payable by the Company or its Subsidiaries to the Apollo Entities or their affiliated investment funds or managers of their affiliated investment funds shall be shared pro rata with the TPG Entities, or an affiliate or affiliates of the TPG Entities designated in writing to the Apollo Entities by the TPG Entities. Apollo and TPG agree and acknowledge that as of the date hereof, no such transactionany action in furtherance of the foregoing, monitoring the adoption and approval of any other proposals as the SEC (or similar fees staff members thereof) may indicate are paid or payable by the Company and necessary in its Subsidiaries comments to the Apollo Entities Form S-4 Registration Statement or the TPG Entities in correspondence related thereto; and (d) against any action, agreement, proposal or transaction involving Parent or any of their respective affiliated investment funds its Subsidiaries which is intended, or managers would reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the issuance of their affiliated investment fundsshares of Parent Common Stock in connection with the Merger as contemplated by the Merger Agreement as of the date hereof or any of the other Transactions contemplated by the Merger Agreement or this Agreement. Prior to the Voting Expiration Date, the Specified Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause “(a)”, “(b)” or “(c)” of the preceding sentence. Except as set forth in this Agreement, the Specified Stockholder may vote the Specified Stockholder’s Subject Securities in his, her or its discretion on all matters submitted for the vote of Parent’s stockholders or in connection with any meeting or written consent of Parent’s stockholders. Further, the Specified Stockholder shall appear in person or by proxy at the Parent Stockholder Meeting and each such meeting at which any of the matters described this Section 3.1 is to be voted on or otherwise cause the Specified Stockholder’s Subject Securities to be counted as present thereat for purposes of calculating a quorum.

Voting Covenant. Stockholder hereby agrees that, during the Specified Period, at every meeting of the stockholders of the Company, however called, and at every adjournment or postponement thereof, and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by Parent and to the extent not voted by the Person(s) appointed pursuant to Section 3.2 hereof, Stockholder shall vote all shares of Company Common Stock owned of record by Stockholder and all other Subject Securities (to the fullest extent of the Stockholder’s right to do so): (a) in favor of the approval and adoption (in accordance with its terms) of the Merger Agreement, the Certificate of Merger, the Merger and the Transactions (as defined in the Merger Agreement), and in any other action or matter that could reasonably be expected to facilitate the Merger; and (b) against the following actions (other than the Merger and the Transactions): (A) any Acquisition Proposal (including any Superior Proposal) and (B) (i) In the event that under Applicable Law any reorganization, recapitalization, dissolution or the terms liquidation of the Company’s Company or any Subsidiary of the Company’s organizational documentsCompany and (ii) any other action, any action in each case in subclauses (i) and (ii) of this clause (B) that is intended, or proposed action of that could reasonably be expected, to impede, interfere with, discourage, frustrate, delay, postpone, prevent or adversely affect the Company Merger or any of its Subsidiaries requires the affirmative other Transactions (the proposals in clause (b) together with the proposals in clause (a), referred to herein as the “Covered Proposals”). During the Specified Period, Stockholder shall not enter into any Contract or understanding with any Person to vote or give instructions in any manner inconsistent with clause “(a)” or clause “(b)” of the Shareholders of the Company in order for such action or proposed action to be effective (unless such action or proposed action is subject preceding sentence. Notwithstanding anything to the GHK Consent Rights), each Shareholder that is a member of the GHK Group hereby agrees that, for so long as the Investor Group Minimum Ratio Condition is maintained, such Shareholder shall cause all of its Equity Securities to be voted in the manner directed by Apollo (in Apollo’s sole discretion); provided, however, that in no event shall the obligations of this Section 6(b)(i) be applicable to those matters that are subject to the GHK Consent Rights or otherwise impact in any way the GHK Consent Rights or the agreements with respect to the composition of the Board contrary set forth in this Article 6. Agreement: (ii1) By way Stockholder makes no agreement or understanding herein in any capacity other than in Stockholder’s capacity as Owner of execution and delivery of this Agreement, each Shareholder that is a member securities of the GHK Group appoints and constitutes Apollo Company, (2) nothing in this Agreement shall be construed to limit or affect the Stockholder’s rights, duties or obligations as its attorney and proxy with full power of substitution and resubstitutiona director, with respect to the Equity Securities Owned by himofficer, her or it, to vote all other fiduciary of the Equity Securities Company, and (3) Stockholder shall have no liability to Parent, Merger Sub or any of such Shareholder that is their Affiliates under this Agreement as a member result of the GHK Group on any action or proposed action inaction by Stockholder acting in his capacity as a director, officer, or other fiduciary of the Company. Notwithstanding this Section 3.1 or anything in this Agreement to the contrary, in the event of an Adverse Recommendation Change made in compliance with Section 5.2(b)(ii) of the Merger Agreement, the obligation of Stockholder to vote the Subject Securities as to which Stockholder controls the right to vote in the manner set forth in Section 3.1 shall be modified such that: (x) Stockholder, together with the other stockholders of the Company or any of its Subsidiaries on the matters of the type described in Section 6(b)(i). Upon the execution of this Agreement, all prior proxies and entering into substantially similar rights and voting agreements given by each such Shareholder that is a member of the GHK Group with respect to any of the Equity Securities Owned by him, her or it shall be deemed revoked. This proxy is irrevocable and is coupled with an interest. (iii) In furtherance of the foregoing terms of Section 6(b)(i), for so long as the Investor Group Minimum Ratio Condition is maintained, each Shareholder that is a member of the GHK Group hereby waives to the fullest extent permitted by Applicable Law all rights of such Shareholder to vote on the matters of the type described in Section 6(b)(i) and further agrees to waive any dissenters, appraisal or similar rights in connection with such matters to the extent voted on by Apollo and the Shareholders comprising the GHK Group. (iv) The terms of Section 6(b)(i), Section 6(b)(ii) and Section 6(b)(iii) shall be binding upon the Permitted Transferees of each Shareholder that is a member of the GHK Group. (v) Subject to Section 6(b)(vi), the TPG Entities hereby agree, for so long as they hold any Ordinary Shares, to vote all Ordinary Shares at any time held by the TPG Entities in the manner directed by Apollo, in Apollo’s sole and absolute discretion, to the fullest extent permitted by Applicable Law and hereby appoint and constitute Apollo as their attorney and proxy, with full power of substitution and resubstitution (which proxy shall be irrevocable and is coupled with an interest), to vote all Ordinary Shares held by the TPG Entities at any meeting of the Shareholders and in connection with any written action or consent of the Shareholders with respect to any matter submitted to a vote or for action by the Shareholders or requiring consent under the Shareholders’ Agreement. Subject to Section 6(b)(vi), with respect to any such matter submitted to a vote or for action by the Shareholders or requiring consent under the Shareholders’ Agreement, each of the Company and GHK shall be entitled to conclusively look to and rely on Apollo as the attorney or representative of the TPG Entities with respect to such vote or action. (vi) Notwithstanding the terms of Section 6(b)(v), none of the Company or any of its Subsidiaries shall be permitted to engage in any material transaction involving any Affiliate of Apollo (other than the Company and its Subsidiaries) without the prior written consent of TPG (such consent not to be unreasonably withheld); provided, however, that in no event shall the TPG Entities have any consent right pursuant to this Section 6(b)(vi) with respect to any action taken or to be taken pursuant to the terms of this Agreement as in effect Parent on the date hereof (the “TPG Consent RightsOther Voting Agreements”). TPG , shall be given advance written notice collectively vote an aggregate number of any such proposed material Affiliate transaction, which shall include a summary shares of Company Common Stock equal to thirty percent (30%) of the material terms and conditions total voting power of all of the transaction and the proposed consideration (“Transaction Notice”). In the event that TPG has not provided written consent or refusal within five (5) days outstanding shares of having received a Transaction Notice, TPG shall be deemed to have provided written consent to the applicable material Affiliate transaction. (vii) For so long as the TPG Entities collectively maintain the TPG Minimum Holding Condition, all transaction, monitoring and similar fees paid or payable by the Company or its Subsidiaries to the Apollo Entities or their affiliated investment funds or managers of their affiliated investment funds shall be shared pro rata with the TPG Entities, or an affiliate or affiliates of the TPG Entities designated in writing to the Apollo Entities by the TPG Entities. Apollo and TPG agree and acknowledge that Common Stock as of the date hereofon which such vote is taken, no such transactionvoting together as a single class, monitoring entitled to vote in respect of the Covered Proposals, as provided in Section 3.1(a) or similar fees are paid (b), as the case may be, and the number of Subject Securities subject to this Voting Agreement and all Other Voting Agreements shall be reduced on a pro rata basis, and (y) Stockholder, in his or payable by the Company and its Subsidiaries sole discretion, shall be entitled to the Apollo Entities or the TPG Entities or vote all of Stockholder’s remaining Subject Securities in any of their respective affiliated investment funds or managers of their affiliated investment fundsmanner Stockholder chooses.

Voting Covenant. If, as of the record date with respect to any meeting of the shareholders of the Company (ihowever called) In the event that under Applicable Law or the terms any written action by consent of shareholders of the Company’s or any Subsidiary , the Shareholders collectively Own issued and outstanding shares of Company common stock that, in the aggregate, exceed 15% of the Company’s organizational documents, any action or proposed action total issued and outstanding shares of Company common stock as of such record date (the number of shares collectively Owned by the Shareholders as of such record date less the number of shares that equals 15% of the total issued and outstanding shares of Company or any common stock as of its Subsidiaries requires such record date being referred to herein as the affirmative vote of the Shareholders of the Company in order for such action or proposed action to be effective (unless such action or proposed action is subject to the GHK Consent Rights"Excess Shares"), then each Shareholder that is a member of the GHK Group hereby agrees that, for so long as the Investor Group Minimum Ratio Condition is maintainedat any such meeting or in any such consent, such Shareholder shall cause all the number of its Equity Securities Excess Shares Owned by such Shareholder to be voted in accordance with the manner directed recommendation of the Company's Board of Directors. For example and not by Apollo way of limitation, if after the date of this Voting Agreement the Company's Board of Directors recommends that shareholders of the Company vote in favor of a certain proposal to be presented at a shareholders' meeting and against a certain other proposal to be presented at such meeting, then each Shareholder shall cause the number of Excess Shares with respect to that meeting Owned by such Shareholder to be voted in favor of the former proposal and against the latter proposal. With respect to any meeting of the shareholders of the Company (however called) or any written action by consent of shareholders of the Company, that portion of the Excess Shares deemed to be Owned by each Shareholder shall be determined by the Company in Apollo’s sole discretion)good faith; provided, however, that the number of Excess Shares determined by the Company to be Owned by a Shareholder shall not exceed the number of issued and outstanding shares of Company common stock Owned by such Shareholder on the applicable record date. In addition, if some or all of the issued and outstanding shares of Company common stock Owned by a Shareholder as of the applicable record date are owned of record by one or more Persons other than the Shareholder, then the Company shall determine which (if any) of the shares owned of record by each such Person shall be included in no event that portion of the Excess Shares deemed to be Owned by such Shareholder. No Shareholder shall enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the obligations foregoing provisions of this Section 6(b)(i) be applicable to those matters that are subject to the GHK Consent Rights or otherwise impact in any way the GHK Consent Rights or the agreements with respect to the composition of the Board set forth in this Article 62. (ii) By way 1. For the avoidance of execution and delivery of this Agreement, each Shareholder that is a member of the GHK Group appoints and constitutes Apollo as its attorney and proxy with full power of substitution and resubstitution, with respect to the Equity Securities Owned by him, her or it, to vote all of the Equity Securities of such Shareholder that is a member of the GHK Group on any action or proposed action of the Company or any of its Subsidiaries on the matters of the type described in Section 6(b)(i). Upon the execution of this Agreement, all prior proxies and similar rights and agreements given by each such Shareholder that is a member of the GHK Group with respect to any of the Equity Securities Owned by him, her or it shall be deemed revoked. This proxy is irrevocable and is coupled with an interest. (iii) In furtherance of the foregoing terms of Section 6(b)(i), for so long as the Investor Group Minimum Ratio Condition is maintained, each Shareholder that is a member of the GHK Group hereby waives to the fullest extent permitted by Applicable Law all rights of such Shareholder to vote on the matters of the type described in Section 6(b)(i) and further agrees to waive any dissenters, appraisal or similar rights in connection with such matters to the extent voted on by Apollo and the Shareholders comprising the GHK Group. (iv) The terms of Section 6(b)(i), Section 6(b)(ii) and Section 6(b)(iii) shall be binding upon the Permitted Transferees of each Shareholder that is a member of the GHK Group. (v) Subject to Section 6(b)(vi)doubt, the TPG Entities hereby agree, for so long as they hold any Ordinary Shares, to vote all Ordinary Shares at any time held by the TPG Entities in the manner directed by Apollo, in Apollo’s sole and absolute discretion, to the fullest extent permitted by Applicable Law and hereby appoint and constitute Apollo as their attorney and proxy, with full power of substitution and resubstitution (which proxy shall be irrevocable and is coupled with an interest), to vote all Ordinary Shares held by the TPG Entities at any meeting of the Shareholders and in connection with any written action or consent of the Shareholders with respect to any matter submitted to a vote or for action by the Shareholders or requiring consent under the Shareholders’ Agreement. Subject to Section 6(b)(vi), with respect to any such matter submitted to a vote or for action by the Shareholders or requiring consent under the Shareholders’ Agreement, each of the Company and GHK shall be entitled to conclusively look to and rely on Apollo as the attorney or representative of the TPG Entities with respect to such vote or action. (vi) Notwithstanding the terms of Section 6(b)(v), none of the Company or any of its Subsidiaries shall be permitted to engage in any material transaction involving any Affiliate of Apollo (other than the Company and its Subsidiaries) without the prior written consent of TPG (such consent not to be unreasonably withheld); provided, however, that in no event shall the TPG Entities have any consent right pursuant to this Section 6(b)(vi) with respect to any action taken or to be taken pursuant to the terms of this Agreement as in effect on the date hereof (the “TPG Consent Rights”). TPG shall be given advance written notice of any such proposed material Affiliate transaction, which shall include a summary of the material terms and conditions of the transaction and the proposed consideration (“Transaction Notice”). In the event that TPG has not provided written consent or refusal within five (5) days of having received a Transaction Notice, TPG shall be deemed to have provided written consent to the applicable material Affiliate transaction. (vii) For so long as the TPG Entities collectively maintain the TPG Minimum Holding Condition, all transaction, monitoring and similar fees paid or payable determination by the Company or its Subsidiaries to of the Apollo Entities or their affiliated investment funds or managers number of their affiliated investment funds Excess Shares Owned by a Shareholder shall be shared pro rata with made for the TPG Entities, or an affiliate or affiliates purposes of the TPG Entities designated in writing to the Apollo Entities by the TPG Entities. Apollo this Voting Agreement only and TPG agree and acknowledge that as of the date hereof, no such transaction, monitoring or similar fees are paid or payable by the Company and its Subsidiaries to the Apollo Entities or the TPG Entities or not for any of their respective affiliated investment funds or managers of their affiliated investment fundsother purpose.