Common use of Covenants of Each Stockholder Clause in Contracts

Covenants of Each Stockholder. Each Stockholder, severally and not jointly, covenants and agrees as follows: (1) At any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the stockholders of the Company called to seek the Company Stockholder Approval or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger Agreement, any other Transaction Agreement, the Merger or any other Transaction is sought, the Stockholder shall, including by executing a written consent solicitation if requested by Parent, vote (or cause to be voted) the Subject Shares of the Stockholder in favor of granting the Company Stockholder Approval. (2) The Stockholder hereby irrevocably grants to, and appoints, Parent, Donald A. McKay, and Charles R. Lotter, or any of them, and any inxxxxxxxx xxxxxxated ix xxxxxxx xx xxx of them, and each of them individually, as the Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to vote the Subject Shares of the Stockholder, or grant a consent or approval in respect of the Subject Shares of the Stockholder in a manner consistent with this Section 3. The Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholder's execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(a) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. The irrevocable proxy granted hereunder shall automatically terminate upon the termination of Sections 3(a) and 3(b) in accordance with Section 5. (b) At any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares of the Stockholder against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company, (ii) any Acquisition Proposal and (iii) any amendment of the Company Charter or the Company By-laws or other proposal or transaction involving the Company or any Company Subsidiary, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify any provision of the Merger Agreement or any other Transaction Agreement, the Merger or any other Transaction or change in any manner the voting rights of any class of capital stock of the Company. The Stockholder shall not commit or agree to take any action inconsistent with the foregoing. (c) Other than this Agreement and except as provided in the next sentence, the Stockholder shall not (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), or enter into any Contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares to any person other than pursuant to the Merger or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Subject Shares and shall not commit or agree to take any of the foregoing actions. Notwithstanding the foregoing, the following Transfers are expressly permitted:

Covenants of Each Stockholder. Each Stockholder(a) From the date of this Agreement until the Effective Time or, if earlier, the termination of this Agreement pursuant to Section 15 hereof, each ---------- Stockholder agrees severally and not jointlyjointly that such Stockholder will not, covenants and agrees will use its "reasonable efforts" (as follows: (1defined in the Merger Agreement) At to not permit any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the stockholders Representatives of the Company called to seek the Company Stockholder Approval to, directly or in any other circumstances upon which a voteindirectly, consent (i) initiate, solicit, encourage or other approval otherwise facilitate (including by written consent) with respect to the Merger Agreementway of furnishing information), any other Transaction Agreementinquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to an Acquisition Proposal, (ii) enter into or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, or (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, or authorize or permit any of such Stockholder's Representatives to take any such action and, such Stockholder shall promptly notify Acquiror of any such inquiries and proposals received by such Stockholder or, to such Stockholder's knowledge, any of such Stockholder's Representatives, relating to any of such matters. Each Stockholder severally and not jointly further agrees to use its "reasonable efforts" as a stockholder to cause the Merger or any other Transaction is sought, Company to comply with the Stockholder shall, including by executing a written consent solicitation if requested by Parent, vote (or cause to be voted) the Subject Shares obligations of the Stockholder in favor of granting the Company Stockholder Approval. (2) The Stockholder hereby irrevocably grants to, and appoints, Parent, Donald A. McKay, and Charles R. Lotter, or any of them, and any inxxxxxxxx xxxxxxated ix xxxxxxx xx xxx of them, and each of them individually, as the Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to vote the Subject Shares of the Stockholder, or grant a consent or approval in respect of the Subject Shares of the Stockholder in a manner consistent with this Section 3. The Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholder's execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(a) is given in connection with the execution 7.8 of the Merger ----------- Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. The irrevocable proxy granted hereunder shall automatically terminate upon the termination of Sections 3(a) and 3(b) in accordance with Section 5. (b) At Except pursuant to the terms of this Agreement, each Stockholder agrees severally and not jointly that such Stockholder will not, without the prior written consent of Acquiror or Merger Sub, directly or indirectly, grant any meeting (whether annual proxies or special and whether or not an adjourned or postponed meeting) of stockholders of the Company or at enter into any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent voting trust or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares of the Stockholder against (i) any merger agreement or merger (other than arrangement with respect to the Merger Agreement and the Merger)voting of any Capital Stock or any options, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company, (ii) any Acquisition Proposal and (iii) any amendment of the Company Charter or the Company By-laws warrants or other proposal or transaction involving the Company or any Company Subsidiary, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify any provision of the Merger Agreement or any other Transaction Agreement, the Merger or any other Transaction or change in any manner the voting rights of any class of capital to acquire stock of the Company. The Each Stockholder agrees to notify Acquiror or Merger Sub promptly, and to provide all details requested by Acquiror or Merger Sub, if such Stockholder shall not commit be approached or agree to take solicited, directly or indirectly, by any action inconsistent with the foregoing. (c) Other than this Agreement and except as provided in the next sentence, the Stockholder shall not (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), or enter into any Contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares to any person other than pursuant to the Merger or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, Person with respect to any Subject Shares and shall not commit or agree to take any of the foregoing actions. Notwithstanding the foregoing, the following Transfers are expressly permitted:.

Covenants of Each Stockholder. (a) From the date of this Agreement until the Termination Date (as defined in SECTION 17 hereof), subject to Section 18(a) each Stockholder shall not, and shall use its reasonable efforts to not permit any Representatives of the Company to, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information), the making of any proposal or offer that constitutes, an Acquisition Proposal, (ii) enter into or maintain or continue discussions or negotiate with any Person (other than Acquiror) in furtherance of such inquiries or to obtain an Acquisition Proposal, or (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, or authorize or permit any Representatives of the Company to take any such action and, such Stockholder shall promptly notify Acquiror of any such inquiries and proposals received by such Stockholder or to such Stockholder's knowledge any of Representatives of the Company, relating to any of such matters. Each Stockholder, Stockholder severally and not jointly, covenants and jointly further agrees to use such Stockholder's reasonable efforts as follows: (1) At any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of a stockholder to cause the stockholders Company to comply with the obligations of the Company called to seek the Company Stockholder Approval or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger Agreement, any other Transaction Agreement, the Merger or any other Transaction is sought, the Stockholder shall, including by executing a written consent solicitation if requested by Parent, vote (or cause to be voted) the Subject Shares of the Stockholder in favor of granting the Company Stockholder Approval. (2) The Stockholder hereby irrevocably grants to, and appoints, Parent, Donald A. McKay, and Charles R. Lotter, or any of them, and any inxxxxxxxx xxxxxxated ix xxxxxxx xx xxx of them, and each of them individually, as the Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to vote the Subject Shares of the Stockholder, or grant a consent or approval in respect of the Subject Shares of the Stockholder in a manner consistent with this Section 3. The Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholder's execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(a) is given in connection with the execution SECTION 5.10 of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. The irrevocable proxy granted hereunder shall automatically terminate upon the termination of Sections 3(a) and 3(b) in accordance with Section 5. (b) At Except pursuant to the terms of this Agreement, no Stockholder shall without the prior written consent of Acquiror or Merger Sub, directly or indirectly, grant any meeting (whether annual proxies or special and whether or not an adjourned or postponed meeting) of stockholders of the Company or at enter into any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent voting trust or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares of the Stockholder against (i) any merger agreement or merger (other than arrangement with respect to the Merger Agreement and the Merger)voting of any Capital Stock or any options, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company, (ii) any Acquisition Proposal and (iii) any amendment of the Company Charter or the Company By-laws warrants or other proposal or transaction involving the Company or any Company Subsidiary, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify any provision of the Merger Agreement or any other Transaction Agreement, the Merger or any other Transaction or change in any manner the voting rights of any class of capital to acquire stock of the Company. The Stockholder shall not commit or agree to take any action inconsistent with the foregoing. (c) Other than this Agreement and except as provided in the next sentence, the Stockholder shall not (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), or enter into any Contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares to any person other than pursuant to the Merger or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Subject Shares and shall not commit or agree to take any of the foregoing actions. Notwithstanding the foregoing, the following Transfers are expressly permitted:

Covenants of Each Stockholder. Each Until the termination of this Agreement in accordance with Section 7, each Stockholder, severally and not jointlyin its capacity as such, covenants and agrees as follows: (1a) At any meeting (whether annual or special and whether or Each Stockholder agrees not an adjourned or postponed meeting) of the stockholders of the Company called to seek the Company Stockholder Approval or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger Agreement, any other Transaction Agreement, the Merger or any other Transaction is sought, the Stockholder shall, including by executing a written consent solicitation if requested by Parent, vote (or cause to be voted) the Subject Shares of the Stockholder in favor of granting the Company Stockholder Approval. (2) The Stockholder hereby irrevocably grants to, and appointsdirectly or indirectly, Parent, Donald A. McKay, and Charles R. Lotter, or any of them, and any inxxxxxxxx xxxxxxated ix xxxxxxx xx xxx of them, and each of them individually, as the Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to vote the Subject Shares of the Stockholder, or grant a consent or approval in respect of the Subject Shares of the Stockholder in a manner consistent with this Section 3. The Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholder's execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(a) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. The irrevocable proxy granted hereunder shall automatically terminate upon the termination of Sections 3(a) and 3(b) in accordance with Section 5. (b) At any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares of the Stockholder against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company, (ii) any Acquisition Proposal and (iii) any amendment of the Company Charter or the Company By-laws or other proposal or transaction involving the Company or any Company Subsidiary, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify any provision of the Merger Agreement or any other Transaction Agreement, the Merger or any other Transaction or change in any manner the voting rights of any class of capital stock of the Company. The Stockholder shall not commit or agree to take any action inconsistent with the foregoing. (c) Other than this Agreement and except as provided in the next sentence, the Stockholder shall not (i) sell, transfer, tender, pledge, hypothecate, encumber, assign or otherwise dispose of (including by gift) (collectively, "a “Transfer"), ”) or enter into any Contractagreement, option or other arrangement (including any profit sharing arrangement) with respect to, or consent to the a Transfer of, or convert or agree to convert, any or all of the Subject Shares to any person other than pursuant Person, except in each case for Transfers to the Merger such Stockholder’s affiliates as agree to be bound hereby, or (ii) grant any proxies, deposit any Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any of the Subject Shares and shall Shares, other than pursuant to this Agreement. Such Stockholder further agrees not to commit or agree to take any of the foregoing actionsactions or take any action that would have the effect of preventing, impeding, interfering with or adversely affecting its ability to perform its obligations under this Agreement. (b) Such Stockholder shall not, nor shall such Stockholder permit any controlled Affiliate of such Stockholder to, nor shall such Stockholder act in concert with or permit any controlled Affiliate to act in concert with any Person to make, or in any manner participate in, directly or indirectly, a “solicitation” (as such term is used in the rules of the Securities and Exchange Commission) of proxies or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of, any shares of Common Stock intended to facilitate any Acquisition Proposal or to cause stockholders of the Company not to vote to approve and adopt the Asset Purchase Transaction, and the related transactions. Notwithstanding Such Stockholder shall not, and shall direct any investment banker, attorney, agent or other adviser or representative of such Stockholder not to, directly or indirectly, through any officer, director, agent or otherwise, enter into, solicit, initiate, conduct or continue any discussions or negotiations with, or knowingly encourage or respond to any inquiries or proposals by, or provide any information to, any Person, other than Buyer, relating to any Acquisition Proposal. Each Stockholder hereby represents that, as of the foregoingdate hereof, it is not engaged in discussions or negotiations with any party other than Buyer with respect to any Acquisition Proposal. (c) Such Stockholder hereby covenants and agrees to execute and deliver any additional documents reasonably necessary or desirable to carry out the following Transfers are expressly permitted:terms of this Agreement.

Covenants of Each Stockholder. Each Stockholder, severally and not jointly, covenants and agrees as follows:; (1a) At any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the stockholders of the Company called to seek the Company Stockholder Approval Shareholder Approvals or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger Agreement, any other Transaction Agreement, the Merger or any other Transaction transaction contemplated thereby is sought, the Stockholder shall, including by executing initiating a written consent solicitation if requested by Parentthe Company, vote (or cause to be voted) the Subject Shares of the Stockholder in favor of granting the Company Stockholder Approval. (2) The Stockholder hereby irrevocably grants to, and appoints, Parent, Donald A. McKay, and Charles R. Lotter, or any of them, and any inxxxxxxxx xxxxxxated ix xxxxxxx xx xxx of them, and each of them individually, as the Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to vote the Subject Shares of the Stockholder, or grant a consent or approval in respect of the Subject Shares of the Stockholder in a manner consistent with this Section 3. The Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholder's execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(a) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. The irrevocable proxy granted hereunder shall automatically terminate upon the termination of Sections 3(a) and 3(b) in accordance with Section 5Shareholder Approvals. (b) At any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares of the Stockholder against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company, (ii) any Acquisition Proposal and (iii) any amendment of the Company Charter or the Company By-laws or other proposal or transaction involving the Company or any Company Subsidiary, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify any provision of the Merger Agreement or any other Transaction Agreement, the Merger or any other Transaction or change in any manner the voting rights of any class of capital stock of the Company. The Stockholder shall not commit or agree to take any action inconsistent with the foregoing. (c) Other than this Agreement and except as provided in the next sentenceAgreement, the Stockholder shall not (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), or enter into any Contractcontract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares to any person other than pursuant to the Merger or (ii) enter into any voting arrangementMerger; provided, whether by proxyhowever, voting agreement or otherwise, with respect that the foregoing requirement shall not be applicable to any Subject Shares Transfer to any person who agrees to be subject to the provisions hereof. (c) The Stockholder shall not, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other adviser or representative of, the Stockholder to, directly or indirectly solicit, initiate or encourage the submission of, any Company Takeover Proposal. The Stockholder promptly shall advise the Parent orally and shall not commit or agree to take in writing of its receipt of any Company Takeover Proposal, the identity of the foregoing actions. Notwithstanding the foregoingperson making any such Company Takeover Proposal, the following Transfers are expressly permitted:material terms of any such Company Takeover Proposal and any changes to such material terms. (d) The Stockholder shall use its best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions. (e) The Stockholder hereby consents to and approves the actions taken by the Company Board in approving the Transaction Agreements.

Covenants of Each Stockholder. Each Stockholder(a) From the date of this Agreement until the Effective Time or, if earlier, the termination of this Agreement pursuant to Section 15 hereof, each Stockholder agrees severally and not jointlyjointly that such Stockholder will not, covenants and agrees will use its "reasonable efforts" (as follows: (1defined in the Merger Agreement) At to not permit any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the stockholders Representatives of the Company called to seek the Company Stockholder Approval to, directly or in any other circumstances upon which a voteindirectly, consent (i) initiate, solicit, encourage or other approval otherwise facilitate (including by written consent) with respect to the Merger Agreementway of furnishing information), any other Transaction Agreementinquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to an Acquisition Proposal, (ii) enter into or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, or (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, or authorize or permit any of such Stockholder's Representatives to take any such action and, such Stockholder shall promptly notify Acquiror of any such inquiries and proposals received by such Stockholder or, to such Stockholder's knowledge, any of such Stockholder's Representatives, relating to any of such matters. Each Stockholder severally and not jointly further agrees to use its "reasonable efforts" as a stockholder to cause the Merger or any other Transaction is sought, Company to comply with the Stockholder shall, including by executing a written consent solicitation if requested by Parent, vote (or cause to be voted) the Subject Shares obligations of the Stockholder in favor of granting the Company Stockholder Approval. (2) The Stockholder hereby irrevocably grants to, and appoints, Parent, Donald A. McKay, and Charles R. Lotter, or any of them, and any inxxxxxxxx xxxxxxated ix xxxxxxx xx xxx of them, and each of them individually, as the Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to vote the Subject Shares of the Stockholder, or grant a consent or approval in respect of the Subject Shares of the Stockholder in a manner consistent with this Section 3. The Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholder's execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(a) is given in connection with the execution 7.8 of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. The irrevocable proxy granted hereunder shall automatically terminate upon the termination of Sections 3(a) and 3(b) in accordance with Section 5. (b) At Except pursuant to the terms of this Agreement, each Stockholder agrees severally and not jointly that such Stockholder will not, without the prior written consent of Acquiror or Merger Sub, directly or indirectly, grant any meeting (whether annual proxies or special and whether or not an adjourned or postponed meeting) of stockholders of the Company or at enter into any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent voting trust or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares of the Stockholder against (i) any merger agreement or merger (other than arrangement with respect to the Merger Agreement and the Merger)voting of any Capital Stock or any options, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company, (ii) any Acquisition Proposal and (iii) any amendment of the Company Charter or the Company By-laws warrants or other proposal or transaction involving the Company or any Company Subsidiary, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify any provision of the Merger Agreement or any other Transaction Agreement, the Merger or any other Transaction or change in any manner the voting rights of any class of capital to acquire stock of the Company. The Each Stockholder agrees to notify Acquiror or Merger Sub promptly, and to provide all details requested by Acquiror or Merger Sub, if such Stockholder shall not commit be approached or agree to take solicited, directly or indirectly, by any action inconsistent with the foregoing. (c) Other than this Agreement and except as provided in the next sentence, the Stockholder shall not (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), or enter into any Contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares to any person other than pursuant to the Merger or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, Person with respect to any Subject Shares and shall not commit or agree to take any of the foregoing actions. Notwithstanding the foregoing, the following Transfers are expressly permitted:.

Covenants of Each Stockholder. Each Until the termination of this Agreement in accordance with Section 5, each Stockholder, severally and not jointlyin its capacity as such, covenants and agrees as follows: (1a) At any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the stockholders of the Company called to seek the Company Stockholder Approval or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger Agreement, any other Transaction Agreement, the Merger or any other Transaction is sought, the Stockholder shall, including by executing a written consent solicitation if requested by Parent, vote (or cause to be voted) the Subject Shares of the Stockholder in favor of granting the Company Stockholder Approval. (2) The Stockholder hereby irrevocably grants to, and appoints, Parent, Donald A. McKay, and Charles R. Lotter, or any of them, and any inxxxxxxxx xxxxxxated ix xxxxxxx xx xxx of them, and each of them individually, as the Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to vote the Subject Shares of the Stockholder, or grant a consent or approval in respect of the Subject Shares of the Stockholder in a manner consistent with this Section 3. The Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholder's execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(a) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. The irrevocable proxy granted hereunder shall automatically terminate upon the termination of Sections 3(a) and 3(b) in accordance with Section 5. (b) At any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of the Company Special Meeting or at any adjournment adjournment, postponement or continuation thereof or in any other circumstances occurring prior to the Special Meeting upon which the Stockholder's vote, consent a vote or other approval with respect to the Merger and the Merger Agreement is soughtsought by the Company from the Company’s stockholders, the each Stockholder shall vote (or cause to be voted) the Subject Shares of the held by such Stockholder against (i) any merger agreement or merger (other than in favor of the approval of the Merger Agreement and the Merger), consolidation, combination, sale approval and adoption of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company, Merger Agreement; and (ii) except with the written consent of Parent, against any Acquisition Proposal Alternative Proposal. Any such vote shall be cast in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and (iii) for purposes of recording the results of such vote. Each Stockholder agrees not to enter into any amendment agreement or commitment with any Person the effect of which would be inconsistent with or violative of the Company Charter or provisions and agreements contained in this Section 3(a). (b) Each Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote during the Company By-laws or other proposal or transaction involving term of this Agreement with respect to the Company or any Company Subsidiary, which amendment or other proposal or transaction would Subject Shares in any manner impede, frustrate, prevent or nullify any provision accordance with Section 3(a). This proxy is given to secure the performance of the Merger Agreement duties of each Stockholder under this Agreement. Each Stockholder shall take such further action or any execute such other Transaction instruments as may be necessary to effectuate the intent of this proxy and power of attorney. The proxy and power of attorney granted hereunder by each Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by each Stockholder with respect to the Merger or any other Transaction or change in any manner the voting rights of any class of capital stock of the Companymatters contemplated by Section 3(a). The power of attorney granted by each Stockholder herein is a durable power of attorney and shall not commit survive the dissolution, bankruptcy, death or agree incapacity of such Stockholder. The proxies and powers of attorney granted hereunder shall cease to take any action inconsistent with be irrevocable and shall terminate upon the foregoingtermination of this Agreement. (c) Other than this Agreement and except as provided in the next sentenceEach Stockholder agrees not to, the Stockholder shall not directly or indirectly, (i) sell, transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) (collectively, "a “Transfer"), ”) or enter into any Contractagreement, option or other arrangement (including any profit sharing arrangement) with respect to, or consent to the a Transfer of, or convert or agree to convert, any or all of the Subject Shares to any person Person, other than pursuant to in accordance with the Merger Agreement, except in each case for Transfers (x) to any other Stockholder or (y) to any Person who executes and delivers to Parent and Merger Sub a voting agreement identical in form to this Agreement (except for the identity of the Stockholder) prior to or concurrently with the consummation of such Transfer or (ii) grant any proxies (other than the Company proxy card in connection with the Special Meeting if and to the extent such proxy is consistent with the Stockholder’s obligations under Section 3(a) hereof), deposit any Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any of the Subject Shares Shares, in any case where such action would be inconsistent with or violative of the provisions and shall agreements contained in Section 3(a) hereof. Such Stockholder further agrees (A) not to commit or agree to take any of the foregoing actionsactions that are prohibited by clause (i) or (ii) of the preceding sentence and (B) not to take any action that would have the effect of preventing, impeding, interfering with or adversely affecting its ability to perform its obligations under this Agreement. (d) Such Stockholder shall not, nor shall such Stockholder permit any controlled affiliate of such Stockholder to, nor shall such Stockholder act in concert with or permit any controlled affiliate to act in concert with any Person to make, or in any manner participate in, directly or indirectly, a “solicitation” (as such term is used in the rules of the Securities and Exchange Commission) of proxies or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of, any shares of Common Stock intended to facilitate any Alternative Proposal or to cause stockholders of the Company not to vote to approve and adopt the Merger Agreement. Such Stockholder shall not, and shall direct any investment banker, attorney, agent or other adviser or representative of such Stockholder not to, initiate or solicit (including by way of furnishing non-public information) or knowingly take any other action that constitutes, or is reasonably expected to lead to, an Alternative Proposal or engage in any substantive discussions or negotiations concerning, or provide any non-public information with respect to, an Alternative Proposal. Each Stockholder hereby represents that, as of the date hereof, it is not engaged in substantive discussions or negotiations with any party with respect to any Alternative Proposal. (e) Notwithstanding anything to the foregoingcontrary in this Section 3, if and to the extent that, pursuant to the terms of the Merger Agreement, the following Transfers are expressly permitted:Company is permitted to provide information to and engage in substantive discussions and negotiations with any Person regarding an Alternative Proposal, then the Stockholders may provide information to and engage in substantive discussions and negotiations with such Person and its representatives.

Covenants of Each Stockholder. Each Stockholder, severally and not jointly, covenants and agrees as follows: (1a) At any meeting (whether annual or special Immediately following the execution and whether or not an adjourned or postponed meeting) delivery of the stockholders of the Company called to seek the Company Stockholder Approval or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger Agreement, any the Stockholder shall execute and deliver the Stockholder Consent to the Company. The Stockholder will not thereafter revoke or modify, or encourage other Transaction Agreement, the Merger Stockholders to revoke or any other Transaction is soughtmodify, the Stockholder shallConsent, including by executing a and the Stockholder will not thereafter execute another written consent solicitation if requested by Parent, or vote (or cause to be voted) the Subject Shares of the Stockholder for any proposal that will approve any action in favor of granting the Company Stockholder Approval. (2) The Stockholder hereby irrevocably grants to, and appoints, Parent, Donald A. McKay, and Charles R. Lotter, or any of them, and any inxxxxxxxx xxxxxxated ix xxxxxxx xx xxx of them, and each of them individually, as the Stockholder's proxy and attorney-in-fact (conflict with full power of substitution), for and in the name, place and stead of the Stockholder, to vote the Subject Shares of the Stockholder, or grant a consent or approval in respect of the Subject Shares of the Stockholder in a manner consistent with this Section 3. The Stockholder understands and acknowledges Consent or that Parent is entering into the Merger Agreement in reliance upon the Stockholder's execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(a) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given would otherwise be reasonably likely to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. The irrevocable proxy granted hereunder shall automatically terminate upon the termination of Sections 3(a) and 3(b) in accordance with Section 5. (b) At any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares of the Stockholder against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company, (ii) any Acquisition Proposal and (iii) any amendment of the Company Charter or the Company By-laws or other proposal or transaction involving the Company or any Company Subsidiary, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify any provision of the Merger Agreement or any other Transaction Agreement, the Merger or any other Transaction or change in any manner the voting rights consummation of any class of capital stock of the Company. transactions contemplated hereby or thereby. (b) The Stockholder shall not commit Transfer, or agree consent to take or permit any action inconsistent with the foregoing. (c) Other than this Agreement and except as provided in the next sentenceTransfer of, the Stockholder shall not (i) sell, transfer, pledge, assign any Subject Shares or otherwise dispose of (including by gift) (collectively, "Transfer")any interest therein, or enter into any Contract, option or other arrangement with respect to the Transfer (including any profit sharing or other derivative arrangement) with respect to the Transfer of, of any Subject Shares or any interest therein, to any person other than pursuant to the Merger Agreement, other than pursuant to this Agreement or (ii) enter into any voting arrangementanother Ancillary Agreement, whether by proxy, voting agreement or otherwise, with respect to any Subject Shares and shall not commit or agree to take any of the foregoing actions. Notwithstanding Transfer” means, directly or indirectly, to sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of (by operation of law or otherwise), either voluntarily or involuntarily, or to enter into any contract, option or other arrangement with respect to the foregoingsale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition of (by operation of law or otherwise), any Subject Shares; provided, however, that a merger, consolidation or similar business combination transaction in which F Co Parent is a constituent corporation (or otherwise a party including, for the avoidance of doubt, a transaction pursuant to which a Person acquires all or a portion of F Co Parent’s outstanding capital stock, whether by tender or exchange offer, by share exchange, or otherwise) shall not be deemed to be the Transfer of any Subject Shares beneficially owned by F Co Parent or any of its Subsidiaries, provided that the primary purpose of any such transaction is not to avoid the provisions of this Agreement and that the successor or surviving person to such a merger, consolidation or similar business combination transaction, if not F Co Parent, expressly assumes all obligations of F Co Parent under this Agreement. For purposes of this Agreement, the following Transfers are expressly permitted:term Transfer shall include the sale of an Affiliate of F Co Parent or F Co Parent’s interest in an Affiliate that beneficially owns Subject Shares unless such Transfer is in connection with a merger, amalgamation, plan of arrangement or consolidation or similar business combination transaction referred to in the first proviso of the previous sentence. (c) At or prior to the Closing, the Stockholder shall execute and deliver each Ancillary Agreement to which it has been designated to become a party thereto pursuant to the Merger Agreement. (d) Each Stockholder hereby agrees that effective immediately prior to the Effective Time, each of (i) the Stockholders Agreement, dated as of March 9, 2005, by and among the F Co and the Stockholders, and (ii) the Registration Rights Agreement, dated as of March 9, 2005, by and among F Co and the Stockholders shall be automatically terminated without any further action on the part of any party hereto, and thereafter such Stockholders Agreement and Registration Rights Agreement shall be of no further force or effect. TPG GenPar IV, L.P. agrees that effective immediately prior to the Effective Time, that the Management Agreement, dated as of March 9, 2005, by and between F Co and TPG GenPar IV, L.P. shall be automatically terminated without any further action on the part of any party hereto, and thereafter such Management Agreement shall be of no further force or effect. THL Managers V, LLC agrees that effective immediately prior to the Effective Time, that the Management Agreement, dated as of March 9, 2005, by and between F Co and THL Managers V, LLC shall be automatically terminated without any further action on the part of any party hereto, and thereafter such Management Agreement shall be of no further force or effect. Evercore Advisors L.L.C. agrees that effective immediately prior to the Effective Time, that the Management Agreement, dated as of March 9, 2005, by and between F Co and Evercore Advisors L.L.C. shall be automatically terminated without any further action on the part of any party hereto, and thereafter such Management Agreement shall be of no further force or effect. (e) Each Stockholder (other than F Co Parent) hereby agrees that, effective as of the Effective Time and thereafter, such Stockholder shall have no rights to approve or veto any changes or amendments to the Intercompany Agreements.

Covenants of Each Stockholder. Each Stockholder, severally and not jointly, covenants and agrees during the term of this Agreement as follows: (1a) At any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the stockholders of the Company called to seek the Company Stockholder Approval or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger Agreement, any other Transaction Agreement, Agreement or the Merger or any other Transaction is sought, the Stockholder shallshall (1) appear at the meeting or otherwise cause such Stockholder’s Subject Shares to be counted as present thereat for purposes of establishing a quorum, including by executing a written consent solicitation if requested by Parent, and (2) vote (or cause to be voted) the Subject Shares of the Stockholder in favor of granting the Company Stockholder Approval. (2b) The Stockholder hereby irrevocably grants toagrees, while this Agreement is in effect, and appoints, Parent, Donald A. McKay, and Charles R. Lotter, except as contemplated hereby or any of them, and any inxxxxxxxx xxxxxxated ix xxxxxxx xx xxx of them, and each of them individually, as the Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to vote the Subject Shares of the Stockholder, or grant a consent or approval in respect of the Subject Shares of the Stockholder in a manner consistent with this Section 3. The Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholder's execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(a) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. The irrevocable proxy granted hereunder shall automatically terminate upon the termination of Sections 3(a) and 3(b) in accordance with Section 5. (b) At any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares of the Stockholder against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company, (ii) any Acquisition Proposal and (iii) any amendment of the Company Charter or the Company By-laws or other proposal or transaction involving the Company or any Company Subsidiary, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify any provision of the Merger Agreement pursuant to Section 7.1(g) thereof, (i) not to enter into any voting agreements, whether by proxy, voting agreement or any other Transaction Agreementvoting arrangement with respect to the Subject Shares, the Merger or any other Transaction or change in any manner the voting rights of any class of capital stock of the Company. The Stockholder shall and (ii) not commit or agree to take any action inconsistent with that would make any representation or warranty of such Stockholder contained herein untrue or incorrect, in each case, that would have the foregoingeffect of preventing the Stockholder from performing its obligations under this Agreement. (c) Other than this Agreement The Stockholder shall not (i) solicit, initiate or knowingly encourage any inquiries or the making of any Alternative Proposal or (ii) participate in or continue any discussions or negotiations regarding any Alternative Proposal; provided, however, that the Stockholder may participate in discussions or negotiations with any person regarding an Alternative Proposal whether in such Stockholder’s capacity as a stockholder of the Company or such Stockholder’s capacity as a director of the Company or otherwise if at such time the Company is permitted to engage, and except as provided is engaging, in discussions or negotiations with such person regarding such Alternative Proposal pursuant to the next sentence, the Merger Agreement. (d) The Stockholder shall not (i) sell, transfer, pledge, assign transfer or otherwise dispose of (including by gift) (collectively, "Transfer"), or enter into any Contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer ofof its Subject Shares, any Subject Shares to beneficial ownership thereof or any person other than pursuant to the Merger or interest therein, and (ii) enter into any voting arrangementcontract, whether by proxyarrangement or understanding with any person that violates or conflicts with or would reasonably be expected to violate or conflict with, voting agreement or otherwisesuch Stockholder’s obligations under this Section 3(d). (e) Each Stockholder agrees to take, with respect and to any Subject Shares and shall not commit or agree cause the Goodman Representative (as defined in the Stockholders Agreement) to take any take, such action as is necessary to terminate the Stockholders Agreement as of the foregoing actions. Notwithstanding Effective Time of the foregoing, the following Transfers are expressly permitted:Merger.

Covenants of Each Stockholder. Each Stockholder, severally and not jointly, covenants and agrees during the term of this Agreement as follows: (1a) At any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the stockholders of the Company called to seek the Company Stockholder Approval or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger Agreement, any other Transaction Agreement, Agreement or the Merger or any other Transaction is sought, the Stockholder shallshall (1) appear at the meeting or otherwise cause such Stockholder’s Subject Shares to be counted as present thereat for purposes of establishing a quorum, including by executing a written consent solicitation if requested by Parent, and (2) vote (or cause to be voted) the Subject Shares of the Stockholder in favor of granting the Company Stockholder Approval. (2b) The Stockholder hereby irrevocably grants toagrees, while this Agreement is in effect, and appoints, Parent, Donald A. McKay, and Charles R. Lotter, except as contemplated hereby or any of them, and any inxxxxxxxx xxxxxxated ix xxxxxxx xx xxx of them, and each of them individually, as the Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to vote the Subject Shares of the Stockholder, or grant a consent or approval in respect of the Subject Shares of the Stockholder in a manner consistent with this Section 3. The Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholder's execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(a) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. The irrevocable proxy granted hereunder shall automatically terminate upon the termination of Sections 3(a) and 3(b) in accordance with Section 5. (b) At any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares of the Stockholder against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company, (ii) any Acquisition Proposal and (iii) any amendment of the Company Charter or the Company By-laws or other proposal or transaction involving the Company or any Company Subsidiary, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify any provision of the Merger Agreement pursuant to Section 7.1(g) thereof, (i) not to enter into any voting agreements, whether by proxy, voting agreement or any other Transaction Agreementvoting arrangement with respect to the Subject Shares, the Merger or any other Transaction or change in any manner the voting rights of any class of capital stock of the Company. The Stockholder shall and (ii) not commit or agree to take any action inconsistent with that would make any representation or warranty of such Stockholder contained herein untrue or incorrect, in each case, that would have the foregoingeffect of preventing the Stockholder from performing its obligations under this Agreement. (c) Other than The Stockholder and its controlling affiliates (which shall not be deemed to include any portfolio companies of such affiliates for the purposes of this Agreement subsection (c)) shall not (i) solicit, initiate or knowingly encourage any inquiries or the making of any Alternative Proposal or (ii) participate in or continue any discussions or negotiations regarding any Alternative Proposal; provided, however, that the Stockholder may participate in discussions or negotiations with any person regarding an Alternative Proposal whether in such Stockholder’s capacity as a stockholder of the Company or such Stockholder’s capacity as a director of the Company or otherwise if at such time the Company is permitted to engage, and except as provided is engaging, in discussions or negotiations with such person regarding such Alternative Proposal pursuant to the next sentence, the Merger Agreement. (d) The Stockholder shall not (i) sell, transfer, pledge, assign transfer or otherwise dispose of (including by gift) (collectively, "Transfer"), or enter into any Contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer ofof its Subject Shares, any Subject Shares to beneficial ownership thereof or any person other than pursuant to the Merger or interest therein, and (ii) enter into any voting arrangementcontract, whether by proxyarrangement or understanding with any person that violates or conflicts with or would reasonably be expected to violate or conflict with, voting agreement or otherwisesuch Stockholder’s obligations under this Section 3(d). (e) Each Stockholder agrees to take, with respect and to any Subject Shares and shall not commit or agree cause the Apollo Representative (as defined in the Stockholders Agreement) to take any take, such action as is necessary to terminate the Stockholders Agreement as of the foregoing actions. Notwithstanding Effective Time of the foregoing, the following Transfers are expressly permitted:Merger.

Covenants of Each Stockholder. Each Stockholder, severally and not jointly, covenants and agrees during the term of this Agreement as follows: (1a) At any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the stockholders of the Company IXC called to seek vote upon the Company Stockholder Approval Merger or the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger Agreement, any other Transaction Agreement, or the Merger or any other Transaction Agreement is sought, the such Stockholder shall, including by executing a written consent solicitation if requested by ParentCBI, vote (or cause to be voted) the Subject Shares of the Stockholder in favor of granting the Company Stockholder Approval. (2) The Stockholder hereby irrevocably grants to, adoption by IXC of the Merger Agreement and appoints, Parent, Donald A. McKay, the approval of the terms thereof and Charles R. Lotter, or any of them, and any inxxxxxxxx xxxxxxated ix xxxxxxx xx xxx of them, the Merger and each of them individually, as the Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to vote the Subject Shares of the Stockholder, or grant a consent or approval in respect of the Subject Shares of the Stockholder in a manner consistent with this Section 3. The Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholder's execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(a) is given in connection with the execution of other transactions contemplated by the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Such Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause agrees not to be done take any action by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable written consent in any circumstance other than in accordance with the provisions of Section 212(e) of the DGCL. The irrevocable proxy granted hereunder shall automatically terminate upon the termination of Sections 3(a) and 3(b) in accordance with Section 5this paragraph. (b) At any meeting (whether annual or special and whether or not an adjourned or postponed meeting) Other than in accordance with the terms of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares of the Stockholder against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company, (ii) any Acquisition Proposal and (iii) any amendment of the Company Charter or the Company By-laws or other proposal or transaction involving the Company or any Company Subsidiary, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify any provision of the Merger Agreement or any other Transaction this Agreement, the Merger or any other Transaction or change in any manner the voting rights of any class of capital stock of the Company. The Stockholder shall not commit or agree to take any action inconsistent with the foregoing. (c) Other than this Agreement and except as provided in the next sentence, the such Stockholder shall not (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), or consent to any Transfer of, any Subject Shares or any interest therein or enter into any Contract, option or other arrangement (including any profit sharing or other derivative arrangement) with respect to the Transfer of, any Subject Shares or any interest therein to any person other than pursuant to the Merger Agreement or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in connection with, directly or indirectly, any IXC Takeover Proposal or otherwise with respect to any the Subject Shares and Shares. Such Stockholder shall not commit or agree to take any action inconsistent with the foregoing. Notwithstanding any other provision of this Agreement, (i) each Stockholder may, in the aggregate, Transfer up to 200,000 of such Stockholder's Subject Shares and (ii) each Stockholder may Transfer all or a portion of such Stockholder's Subject Shares to any other person if such person expressly agrees in writing to be bound by all of the foregoing actions. Notwithstanding provisions of this Agreement. (c) From and after the foregoingdate of this Agreement, such Stockholder shall not, and shall not authorize or permit any of its Subsidiaries or affiliates (other than IXC) or any of its or their directors, officers, employees, investment bankers, financial advisors, attorneys, accountants or other representatives to, directly or indirectly, (i) solicit, initiate, encourage (including by way of furnishing information), or take any other action designed to facilitate, any inquiries or the making of any proposal that constitutes, an IXC Takeover Proposal, (ii) enter into any agreement with respect to any IXC Takeover Proposal or (iii) participate in any discussions or negotiations regarding an IXC Takeover Proposal. (d) Such Stockholder shall not issue any press release or make any other public statement, and shall not authorize or permit any of its Subsidiaries or affiliates (other than IXC) or any of its or their directors, officers, employees, partners, investment bankers, attorneys or other advisors or representatives to issue any press release or make any other public statement, with respect to the Merger Agreement, this Agreement, the following Transfers are expressly permitted:Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement without the prior written consent of CBI, except as may be required by applicable law, including any filings required under the Exchange Act.

Covenants of Each Stockholder. Each StockholderStockholder hereby, severally and not jointly, covenants and agrees as follows: (1a) At any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the stockholders of the Company called to seek vote upon the Company Stockholder Approval Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger Agreement, any other Transaction Agreement, and the Merger or any other Transaction Agreement is sought, in each case after such time as Merger Subsidiary has purchased the Subject Shares of each Stockholder shallhereunder, including by executing a written consent solicitation and only if requested by Parentthe record date for any such vote precedes the date of the sale of such Subject Shares to Merger Subsidiary, each Stockholder shall vote (or cause to be voted) the Subject Shares of the such Stockholder, including by executing a written consent solicitation if requested by Buyer or Merger Subsidiary, in respect of which such Stockholder then has or exercises voting control in favor of granting the Merger, the adoption by the Company Stockholder Approval. (2) The Stockholder hereby irrevocably grants to, of the Merger Agreement and appoints, Parent, Donald A. McKay, and Charles R. Lotter, or any the approval of them, and any inxxxxxxxx xxxxxxated ix xxxxxxx xx xxx of them, the terms thereof and each of them individually, as the Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to vote the Subject Shares of the Stockholder, or grant a consent or approval in respect of the Subject Shares of the Stockholder in a manner consistent with this Section 3. The Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholder's execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(a) is given in connection with the execution of other transactions contemplated by the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. The irrevocable proxy granted hereunder shall automatically terminate upon the termination of Sections 3(a) and 3(b) in accordance with Section 5. (b) At any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the such Stockholder's votevotes, consent consents or other approval is approvals are sought, the such Stockholder shall vote (or cause to be voted) the Subject Shares of the such Stockholder in respect of which such Stockholder then has or exercises voting control against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company, (ii) Company or any other Acquisition Proposal and (iiiii) any amendment of the Company Charter Company's articles of incorporation or the Company Byby-laws or other proposal or transaction involving the Company or any Company Subsidiaryof its subsidiaries, which amendment or other proposal or transaction would in any manner be reasonably likely to impede, frustrate, prevent prevent, delay or nullify any provision of the Offer, the Merger, the Merger Agreement or any of the other Transaction Agreement, transactions contemplated by the Merger or any other Transaction Agreement or change in any manner the voting rights of any class of capital common stock or other voting securities of the Company. The Stockholder shall further agrees not to commit or agree to take any action or enter into any agreement inconsistent with the foregoing. (c) Other than this Agreement and except as provided in Except for Isadxxx Xxxxxxx'x xxxigations to Davix X. Xxxxxx xx set forth on the next sentencesignature page attached hereto, the such Stockholder shall not (i) sell, transfer, give, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), or consent to any Transfer of, any or all of the Subject Shares of such Stockholder or any interest therein or enter into any Contractcontract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any the Subject Shares to any person other than Merger Subsidiary or Merger Subsidiary's designee pursuant to the terms of the Offer or the Merger or otherwise to Merger Subsidiary in accordance with Section 1 (other than any Transfer pursuant to the laws of descent or distribution) or (ii) enter into any other voting arrangement, whether by proxy, voting agreement agreement, voting trust, power-of-attorney or otherwise, with respect to any the Subject Shares and Shares. Such Stockholder shall not commit or agree to take any of the foregoing actions. (d) Neither such Stockholder nor any of its officers, directors or employees shall, and such Stockholder shall use its reasonable best efforts to cause any investment banker, financial advisor, attorney, accountant or other representative of any such Stockholder not to, directly or indirectly, (i) solicit, initiate or encourage (including by way of furnishing information), or take any other action to facilitate, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding any Acquisition Proposal or (iii) enter into any agreement with respect to any Acquisition Proposal. Notwithstanding the foregoingSuch Stockholder promptly shall advise Buyer and Merger Subsidiary orally and in writing of any Acquisition Proposal or inquiry made to such Stockholder with respect to or that could lead to any Acquisition Proposal, the following Transfers are expressly permitted:identity of the person making such Acquisition Proposal or inquiry (if such identification is not prohibited by the terms of the Acquisition Proposal) and the material terms of any such Acquisition Proposal or inquiry. The foregoing provisions of this paragraph (d) shall not, however, prohibit an individual Stockholder, or any partner, stockholder, officer or affiliate of a Stockholder that is a legal entity, who is a director of the Company from performing his or her legally required fiduciary duties as a director of the Company as permitted or required under the Merger Agreement. (e) Such Stockholder hereby consents to and approves the actions taken by the Board of Directors of the Company in approving the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement for purposes of ensuring that the restrictions on business combinations set forth in Parts 2 and 3 of Article 11 of the Georgia Code and in the Bylaws of the Company do not, and will not, apply to this Agreement, the Merger Agreement or the transactions contemplated thereby. Such Stockholder hereby waives, and agrees not to exercise or assert, any appraisal rights under Article 13 of the Georgia Code in connection with the Merger.

Covenants of Each Stockholder. Each Stockholder, severally and not jointly, covenants and agrees during the term of this Agreement as follows: (1a) At any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the stockholders of the Company called to seek the Company Stockholder Approval or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger Agreement, any other Transaction Agreement, Agreement or the Merger or any other Transaction is sought, the Stockholder shallshall (1) appear at the meeting or otherwise cause such Stockholder’s Subject Shares to be counted as present thereat for purposes of establishing a quorum, including by executing a written consent solicitation if requested by Parent, and (2) vote (or cause to be voted) the Subject Shares of the Stockholder in favor of granting the Company Stockholder Approval. (2b) The Stockholder hereby irrevocably grants toagrees, while this Agreement is in effect, and appoints, Parent, Donald A. McKay, and Charles R. Lotter, except as contemplated hereby or any of them, and any inxxxxxxxx xxxxxxated ix xxxxxxx xx xxx of them, and each of them individually, as the Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to vote the Subject Shares of the Stockholder, or grant a consent or approval in respect of the Subject Shares of the Stockholder in a manner consistent with this Section 3. The Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholder's execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(a) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. The irrevocable proxy granted hereunder shall automatically terminate upon the termination of Sections 3(a) and 3(b) in accordance with Section 5. (b) At any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares of the Stockholder against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company, (ii) any Acquisition Proposal and (iii) any amendment of the Company Charter or the Company By-laws or other proposal or transaction involving the Company or any Company Subsidiary, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify any provision of the Merger Agreement pursuant to Section 7.1(g) thereof, (i) not to enter into any voting agreements, whether by proxy, voting agreement or any other Transaction Agreementvoting arrangement with respect to the Subject Shares, the Merger or any other Transaction or change in any manner the voting rights of any class of capital stock of the Company. The Stockholder shall and (ii) not commit or agree to take any action inconsistent with that would make any representation or warranty of such Stockholder contained herein untrue or incorrect, in each case, that would have the foregoingeffect of preventing the Stockholder from performing its obligations under this Agreement. (c) Other than this Agreement The Stockholder shall not (i) solicit, initiate or knowingly encourage any inquiries or the making of any Alternative Proposal or (ii) participate in or continue any discussions or negotiations regarding any Alternative Proposal; provided, however, that the Stockholder may participate in discussions or negotiations with any person regarding an Alternative Proposal whether in such Stockholder’s capacity as a stockholder of the Company or such Stockholder’s capacity as a director of the Company or otherwise if at such time the Company is permitted to engage, and except as provided is engaging, in discussions or negotiations with such person regarding such Alternative Proposal pursuant to the next sentence, the Merger Agreement. (d) The Stockholder shall not (i) sell, transfer, pledge, assign transfer or otherwise dispose of (including by gift) (collectively, "Transfer"), or enter into any Contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer ofof its Subject Shares, any Subject Shares to beneficial ownership thereof or any person other than pursuant to the Merger or interest therein, and (ii) enter into any voting arrangementcontract, whether by proxyarrangement or understanding with any person that violates or conflicts with or would reasonably be expected to violate or conflict with, voting agreement or otherwisesuch Stockholder’s obligations under this Section 3(d). (e) Each Stockholder agrees to take, with respect and to any Subject Shares and shall not commit or agree cause the Xxxxxxx Representative (as defined in the Stockholders Agreement) to take any take, such action as is necessary to terminate the Stockholders Agreement as of the foregoing actions. Notwithstanding Effective Time of the foregoing, the following Transfers are expressly permitted:Merger.

Covenants of Each Stockholder. Each StockholderSubject to Section 5 ------------------------------ hereof, severally and not jointly, each Stockholder covenants and agrees as follows: (a) The Stockholder hereby permits the Company, Parent and Sub to publish and disclose in the Proxy Materials (including all documents and schedules filed with the SEC) its identity and ownership of the Subject Shares and the nature of its commitments, arrangements and understandings under this Agreement. (1) At any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the stockholders of the Company called to seek the approval of the Merger Agreement and the Merger (the "Company Stockholder Approval Approval") or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger Agreement, any other Transaction Operative Agreement, the Merger or any other Transaction is sought, the Stockholder shall, including by executing a written consent solicitation if requested by Parent, shall vote (or cause to be voted) the Subject Shares of the Stockholder in favor of granting the Company Stockholder Approval. (2) The Stockholder hereby irrevocably grants to, and appoints, Parent, Donald A. McKay, Xxxxxx X. Xxxxxxx and Charles R. LotterXxxxx X. Xxxxx, or any of them, and any inxxxxxxxx xxxxxxated ix xxxxxxx xx xxx individual designated in writing by any of them, and each of them individually, as the Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to vote the Subject Shares of the StockholderShares, or grant a consent or approval in respect of the Subject Shares of the Stockholder in a manner consistent with this Section 3. The Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholder's execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(a3(b) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked, except as provided herein. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. The irrevocable proxy granted hereunder shall automatically terminate upon the termination of Sections 3(a3(b) and 3(b) in accordance with Section 53(c). (bc) At any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares of the Stockholder against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company, (ii) any Acquisition Proposal "takeover proposal" (as defined in the Merger Agreement) and (iii) any amendment of the Company Charter certificate of incorporation or by-laws of the Company By-laws or other proposal or transaction involving the Company or any Company Subsidiaryof its subsidiaries, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify any provision of the Merger Agreement or any other Transaction Operative Agreement, the Merger or any other Transaction or change in any manner the voting rights of any class of capital stock of the Company. The Stockholder shall not commit or agree to take any action inconsistent with the foregoing. (cd) Other than this Agreement and except as provided in the next sentenceAgreement, the Stockholder shall not (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), or enter into any Contractagreement, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares to any person other than pursuant to the Merger or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Subject Shares and shall not commit or agree to take any of the foregoing actions. Notwithstanding the foregoing, the following Transfers are expressly permitted:Stockholder may Transfer the Subject Shares to the Vencor Operating Company (as defined below) or one of its wholly owned subsidiaries in connection with the transactions described in the Vencor Proxy Statement (as defined below); provided, however, that the Vencor Operating Company (or such subsidiary, if -------- ------- applicable) shall execute and deliver to Parent a supplement to this Agreement agreeing to be bound by the terms hereof. "Vencor Operating Company" means the corporation referred to as the "Operating Company" in the Vencor Proxy Statement. The "Vencor Proxy Statement" means definitive proxy statement included in the Schedule 14A of Vencor, as amended, filed with the Securities and Exchange Commission on March 26, 1998.

Covenants of Each Stockholder. Each Until the termination of this Agreement in accordance with Section 7, each Stockholder, severally and not jointly, covenants and agrees as follows: (1a) At Without in any way limiting the Stockholder's right to vote the Subject Shares in its sole discretion on any other matters that may be submitted to a stockholder vote, consent or other approval (including by written consent), at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the stockholders of the Company called to seek vote upon the Company Stockholder Approval Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger Agreement, any other Transaction Agreement, and the Merger or any other Transaction Agreement is sought, the Stockholder shall, including by executing initiating a written consent solicitation if requested by Parent, vote (or cause to be voted) the Subject Shares of the Stockholder (and each class thereof) in favor of granting the Merger, the approval and adoption by the Company Stockholder Approvalof the Merger Agreement and the approval of the other transactions contemplated by the Merger Agreement. (2b) The Stockholder hereby irrevocably grants toshall not, except as contemplated by this Agreement, directly or indirectly, grant any proxies or powers of attorney with respect to the Subject Shares, deposit the Subject Shares into a voting trust or enter into a voting agreement with respect to the Subject Shares. (c) If, at the time the Merger Agreement is submitted for approval to the stockholders of the Company, a Stockholder is an "affiliate" of the Company for purposes of Rule 145 under the Securities Act or for purposes of 115 5 qualifying the Merger for pooling of interests accounting treatment under Opinion 16 of the Accounting Principles Board and appointsapplicable SEC rules and regulations, Parent, Donald A. McKay, and Charles R. Lotter, such Stockholder shall deliver to Parent on or any of themprior to the Closing Date a written agreement substantially in the form attached as Exhibit A to the Merger Agreement. (d) The Stockholder, and any inxxxxxxxx xxxxxxated ix xxxxxxx xx xxx beneficiary of thema revocable trust for which such Stockholder serves as trustee, and each of them individuallyshall not take any action to revoke or terminate such trust or take any other action which would restrict, as limit or frustrate the Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, right to vote the Subject Shares on behalf of the Stockholder, or grant a consent or approval such trust in respect of the Subject Shares of the Stockholder in a manner consistent accordance with this Section 3. The Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholder's execution and delivery of this Agreement. The Stockholder Each such beneficiary hereby affirms that the irrevocable proxy set forth in this Section 3(a) is given in connection with the execution of the Merger Agreement, acknowledges and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause agrees to be done bound by virtue hereof. Such irrevocable proxy is executed and intended the terms of this Agreement applicable to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. The irrevocable proxy granted hereunder shall automatically terminate upon the termination of Sections 3(a) and 3(b) in accordance with Section 5it. (be) At any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Each Stockholder shall vote (or cause this Agreement to be voted) filed with the Subject Shares of the Stockholder against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company, (ii) any Acquisition Proposal and (iii) any amendment of the Company Charter or the Company By-laws or other proposal or transaction involving the Company or any Company Subsidiary, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify any provision of the Merger Agreement or any other Transaction Agreement, the Merger or any other Transaction or change in any manner the voting rights of any class of capital stock Secretary of the Company. The Stockholder shall not commit or agree to take any action inconsistent with the foregoing. (c) Other than this Agreement and except as provided in the next sentence, the Stockholder shall not (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), or enter into any Contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares to any person other than pursuant to the Merger or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Subject Shares and shall not commit or agree to take any of the foregoing actions. Notwithstanding the foregoing, the following Transfers are expressly permitted:

Covenants of Each Stockholder. Each StockholderStockholder hereby, severally and not jointly, covenants and agrees as follows: (1) At any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the stockholders of the Company called to seek vote upon the Company Stockholder Approval Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger Agreement, any other Transaction Agreement, and the Merger or any other Transaction Agreement is sought, in each case after such time as Merger Subsidiary has purchased the Subject Shares of each Stockholder shallhereunder, including by executing a written consent solicitation and only if requested by Parentthe record date for any such vote precedes the date of the sale of such Subject Shares to Merger Subsidiary, each Stockholder shall vote (or cause to be voted) the Subject Shares of the such Stockholder, including by executing a written consent solicitation if requested by Buyer or Merger Subsidiary, in respect of which such Stockholder then has or exercises voting control in favor of granting the Merger, the adoption by the Company Stockholder Approvalof the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement. (2) The Stockholder hereby irrevocably grants to, and appoints, Parent, Donald A. McKay, and Charles R. Lotter, or any of them, and any inxxxxxxxx xxxxxxated ix xxxxxxx xx xxx of them, and each of them individually, as the Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to vote the Subject Shares of the Stockholder, or grant a consent or approval in respect of the Subject Shares of the Stockholder in a manner consistent with this Section 3. The Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholder's execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(a) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. The irrevocable proxy granted hereunder shall automatically terminate upon the termination of Sections 3(a) and 3(b) in accordance with Section 5. (b) At any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the such Stockholder's votevotes, consent consents or other approval is approvals are sought, in each case after such time as Merger Subsidiary has purchased the Subject Shares of each Stockholder hereunder, and only if the record date for any such vote precedes the date of the sale of such Subject Shares to Merger Subsidiary, such Stockholder shall vote (or cause to be voted) the Subject Shares of the such Stockholder in respect of which such Stockholder then has or exercises voting control against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company, (ii) any Acquisition Proposal and (iii) any amendment of the Company Charter or the Company By-laws or other proposal or transaction involving the Company or any Company Subsidiary, which amendment or other proposal or transaction would Acquisition Proposal (as such term is defined in any manner impede, frustrate, prevent or nullify any provision Section 6.04(a) of the Merger Agreement or any other Transaction Agreement, the Merger or any other Transaction or change in any manner the voting rights of any class of capital stock of the Company. The Stockholder shall not commit or agree to take any action inconsistent with the foregoing.) and (ii) (c3) Other than this Agreement and except as provided in the next sentence, the Such Stockholder shall not (i) sell, transfer, give, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), or consent to any Transfer of, any or all of the Subject Shares of such Stockholder or any interest therein or enter into any Contractcontract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any the Subject Shares to any person other than Merger Subsidiary or Merger Subsidiary's designee pursuant to the terms of the Offer or the Merger or otherwise to Merger Subsidiary in accordance with Section 1 or (ii) enter into any other voting arrangement, whether by proxy, voting agreement agreement, voting trust, power-of-attorney or otherwise, with respect to any the Subject Shares and Shares. Such Stockholder shall not commit or agree to take any of the foregoing actions. (4) Neither such Stockholder nor any of its officers, directors or employees shall, and such Stockholder shall use its reasonable best efforts to cause any investment banker, financial advisor, attorney, accountant or other representative of any such Stockholder not to, directly or indirectly, (i) solicit, initiate or encourage (including by way of furnishing information), or take any other action to facilitate, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding any Acquisition Proposal or (iii) enter into any agreement with respect to any Acquisition Proposal. Notwithstanding the foregoingSuch Stockholder promptly shall advise Buyer and Merger Subsidiary orally and in writing of any Acquisition Proposal or inquiry made to such Stockholder with respect to or that could lead to any Acquisition Proposal, the following Transfers are expressly permitted:identity of the person making such Acquisition Proposal or inquiry and the material terms of any such Acquisition Proposal or inquiry. The foregoing provisions of this paragraph (d) shall not, however, prohibit an individual Stockholder, or any partner, stockholder, officer or affiliate of a Stockholder that is a legal entity, who is a director of the Company from performing his or her legally required fiduciary duties as a director of the Company as permitted or required under the Merger Agreement. (5) Such Stockholder hereby consents to and approves the actions taken by the Board of Directors of the Company in approving this Agreement, the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. Such Stockholder hereby waives, and agrees not to exercise or assert, any appraisal rights under Section 262 of the Delaware Law in connection with the Merger.