Common use of Privilege Clause in Contracts

Privilege. HoldCo, Parent, Merger Sub and the Company hereby agree that, (a) in the event that a dispute arises after the Closing between Parent, the Surviving Company or any of their Affiliates, on the one hand, and the Equityholders’ Agent and the Indemnifying Parties under Section 6.1(a) (the “Equityholder Indemnifying Parties”), on the other hand, Fenwick & West LLP (“Fenwick”) may represent the Equityholders’ Agent and the Equityholder Indemnifying Parties in such dispute even though the interests of the Equityholders’ Agent and the Equityholder Indemnifying Parties may be directly adverse to HoldCo, Parent, the Surviving Company or any of their respective Subsidiaries or Affiliates and (b) all privileged communications prior to the Closing between any securityholder of the Company, the Equityholders’ Agent or any of their respective Affiliates, directors, managers, officers, employees or Representatives, on the one hand, and Fenwick, on the other hand, made in connection with the negotiation, preparation, execution, delivery and Closing under, or any dispute arising in connection with, this Agreement or any agreement entered into pursuant to this Agreement, or otherwise relating to the foregoing or any potential sale of the Company, shall be deemed to be privileged and confidential communications of the Equityholders and the Equityholders’ Agent, and the control of the confidentiality and privilege applicable thereto shall be retained by the Equityholders and the Equityholders’ Agent and all other privileged communications prior to the Closing between such Persons, any third parties and Fenwick shall be deemed to be the confidential communications of the Equityholders and the Equityholders’ Agent. Notwithstanding the foregoing, in the event that a dispute arises between HoldCo, Parent, the Surviving Company or any of their respective Affiliates, on the one hand, and a Person other than a party to this Agreement or its Affiliates, on the other hand, after the Closing, HoldCo, Parent, the Surviving Company and any of their respective Affiliates may assert the attorney-client privilege to prevent disclosure to such third-party of such privileged communications; provided that none of HoldCo, Parent, the Surviving Company or any of their respective Affiliates may waive such privilege without the prior written consent of the Equityholders’ Agent (such consent not to be unreasonably withheld, conditioned or delayed).

Privilege. HoldCoPurchaser hereby agrees, Parenton its own behalf and on behalf of its Affiliates (including the Transferred Entities after the Closing), Merger Sub and the Company hereby agree that, following the Closing, Ropes & ▇▇▇▇ LLP and Babst, Calland, ▇▇▇▇▇▇▇▇ and Zomnir, P.C. (a“Parent Group’s Counsel”) may serve as counsel to the Parent Group and their Affiliates in connection with any matters related to this Agreement or the transactions contemplated hereby, including any litigation, claim or obligation arising out of or relating to this Agreement or the Ancillary Agreements, the negotiation, performance or subject matter hereof or thereof, or the Sale, notwithstanding any representation by Parent Group’s Counsel prior to the Closing Date of the Transferred Entities. Purchaser hereby agrees, on its own behalf and on behalf of its Affiliates (including the Transferred Entities after the Closing), (i) to waive any claim they have or may have that Parent Group’s Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) that, in the event that a dispute arises after the Closing between ParentPurchaser or any of its Affiliates (including any Transferred Entity), on the Surviving Company one hand, and the Parent Group or any of their Affiliates, on the one hand, and the Equityholders’ Agent and the Indemnifying Parties under Section 6.1(a) (the “Equityholder Indemnifying Parties”), on the other hand, Fenwick & West LLP (“Fenwick”) Parent Group’s Counsel may represent the Equityholders’ Agent and the Equityholder Indemnifying Parties Parent Group and/or any of its Affiliates in such dispute even though the interests of the Equityholders’ Agent and the Equityholder Indemnifying Parties such Person(s) may be directly adverse to HoldCo, Parent, the Surviving Company Purchaser or any of their respective Subsidiaries its Affiliates (including any Transferred Entity) and even though Parent Group’s Counsel may have represented any Transferred Entity in a matter substantially related to such dispute. Purchaser, on behalf of itself and its Affiliates (including the Transferred Entities after the Closing) also further agree that, as to all communications to or Affiliates and (b) all privileged communications prior to the Closing between any securityholder of the Company, the Equityholders’ Agent or any of their respective Affiliates, directors, managers, officers, employees or Representativesfrom Parent Group’s Counsel, on the one hand, and Fenwickany or all of the Transferred Entities, the Parent Group or their Affiliates and their respective Representatives, on the other hand, made that relate in connection with the negotiation, preparation, execution, delivery and Closing under, or any dispute arising in connection with, way to this Agreement or any agreement entered into pursuant to this Ancillary Agreement, the negotiation, performance or otherwise relating subject matter hereof or thereof, or the transactions contemplated hereby, the attorney-client privilege and the expectation of client confidence belongs and will belong solely to the foregoing Parent Group and will not pass to or be claimed by Purchaser or its Affiliates (including any Transferred Entity after the Closing). Without limitation of the foregoing, none of Purchaser or any potential sale of its Affiliates (including any Transferred Entity after the Company, shall be deemed to be privileged and confidential Closing) may use or rely upon any communications of described in the Equityholders and immediately preceding sentence in any dispute against or involving the Equityholders’ Agent, and the control of the confidentiality and privilege applicable thereto shall be retained by the Equityholders and the Equityholders’ Agent and all other privileged communications prior to the Closing between such Persons, any third parties and Fenwick shall be deemed to be the confidential communications of the Equityholders and the Equityholders’ AgentParent Group. Notwithstanding the foregoing, in the event that a dispute arises after the Closing between HoldCo, Parent, the Surviving Company Purchaser or any of their respective Affiliatesits Affiliates (including any Transferred Entity), on the one hand, and a Person third party other than (and not an Affiliate of) a party to this Agreement or its AffiliatesAgreement, on the other hand, after the Closing, HoldCo, Parent, the Surviving Company and any of their respective Affiliates a Transferred Entity may assert the attorney-client privilege to prevent disclosure of confidential communications by Parent Group’s Counsel to such third-party of third party; provided, however, that such privileged communications; provided that none of HoldCo, Parent, the Surviving Company or any of their respective Affiliates Transferred Entity may not waive such privilege without the prior written consent of Parent. Purchaser acknowledges that it has consulted with independent counsel of its own choosing with respect to the Equityholders’ Agent (such consent not to be unreasonably withheldmeaning and effect of this Section 11.15. Parent Group’s Counsel is an express intended third party beneficiary of this Agreement for purposes of this Section 11.15, conditioned or delayed)and may enforce the same. This Section 11.15 will survive the Closing and will remain in effect indefinitely.

Privilege. HoldCoBuyer hereby agrees, Parenton its own behalf and on behalf of its controlled Affiliates, Merger Sub that, following the Closing, D▇▇▇▇▇ G▇▇▇▇▇▇ PLLC (“Seller Group’s Counsel”) may serve as counsel to the Seller, Parent and their respective Affiliates in connection with the negotiation and documentation of this Agreement and the Company Ancillary Documents or the transactions contemplated hereby agree thator thereby, including any litigation, claim or obligation arising out of or relating to this Agreement or the Ancillary Documents, the negotiation, performance or subject matter hereof or thereof, notwithstanding any representation by Seller Group’s Counsel prior to the Closing Date. Buyer hereby agrees, on its own behalf and on behalf of its controlled Affiliates, (a) to waive any claim they have or may have that Seller Group’s Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation on the basis that Seller Group’s Counsel represented Seller, Parent and their respective Affiliates prior to the Closing and (b) that, in the event that a dispute arises after the Closing between Parent, the Surviving Company Buyer or any of their its controlled Affiliates, on the one hand, and the Equityholders’ Agent and the Indemnifying Parties under Section 6.1(a) (the “Equityholder Indemnifying Parties”)Seller, Parent or any of their respective Affiliates, on the other hand, Fenwick & West LLP (“Fenwick”) Seller Group’s Counsel may represent the Equityholders’ Agent and the Equityholder Indemnifying Parties Seller, Parent and/or any of their respective Affiliates in such dispute even though the interests of the Equityholders’ Agent and the Equityholder Indemnifying Parties such Person(s) may be directly adverse to HoldCo, Parent, the Surviving Company Buyer or any of its controlled Affiliates and even though Seller Group’s Counsel may have represented Seller in a matter substantially related to such dispute. Buyer, on behalf of itself and its controlled Affiliates also further agrees that, as to all communications to or from Seller Group’s Counsel, on the one hand, and the Seller, Parent or their respective Subsidiaries or Affiliates and (b) all privileged communications their respective Representatives, on the other hand, that occurred prior to the Closing between any securityholder of and are entitled to the Companyprotections afforded by attorney-client privilege, the Equityholders’ Agent attorney-client privilege belongs and will belong solely to the Seller, Parent or their respective Affiliates and their respective Representatives and will not pass to or be claimed by Buyer or its controlled Affiliates. None of Buyer or any of its controlled Affiliates may access, use or rely upon any communications described in the immediately preceding sentence in any dispute against or involving the Seller, Parent or their respective Affiliates. Buyer acknowledges that it has consulted with independent counsel of its own choosing with respect to the meaning and effect of this Section 9.14. Seller Group’s Counsel is an express intended third party beneficiary of this Agreement for purposes of this Section 9.14, directorsand may enforce the same. This Section 9.14 will survive the Closing and will remain in effect indefinitely. Notwithstanding anything to the contrary herein, managers, officers, employees in the event that a dispute arises between Buyer or any of its respective controlled Affiliates or Representatives, on the one hand, and Fenwick, on the other hand, made in connection with the negotiation, preparation, execution, delivery and Closing under, or any dispute arising in connection with, this Agreement or any agreement entered into pursuant to this Agreement, or otherwise relating to the foregoing or any potential sale of the Company, shall be deemed to be privileged and confidential communications of the Equityholders and the Equityholders’ Agent, and the control of the confidentiality and privilege applicable thereto shall be retained by the Equityholders and the Equityholders’ Agent and all other privileged communications prior to the Closing between such Persons, any a third parties and Fenwick shall be deemed to be the confidential communications of the Equityholders and the Equityholders’ Agent. Notwithstanding the foregoing, in the event that a dispute arises between HoldCo, Parent, the Surviving Company or any of their respective Affiliates, on the one hand, and a Person other than a party to this Agreement or its Affiliatesparty, on the other hand, after the Closing, HoldCo, Parent, the Surviving Company Buyer and any of their respective its controlled Affiliates and Representatives may assert the such aforementioned attorney-client privilege to prevent disclosure of confidential communications to such third-party of such privileged communications; provided that none of HoldCo, Parent, the Surviving Company or any of their respective Affiliates may waive such privilege without the prior written consent of the Equityholders’ Agent (such consent not to be unreasonably withheld, conditioned or delayed)third party.

Privilege. HoldCo, Parent, Merger Sub and the Company hereby agree that, (a) in Buyer, on behalf of itself and its Affiliates (including the event that a dispute arises after Company Group following the Closing between ParentClosing) (collectively, the Surviving Company “Buyer Affiliate Parties”), hereby waives, and agrees not to allege, any claim that ▇▇▇▇▇▇▇, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP (the “Law Firm”) has a conflict of interest or is otherwise prohibited from representing a Seller or any of their its Affiliates, directors, officers, employees, agents, auditors and representatives (“Seller Related Parties”) in any post-Closing matter or dispute with any of the Buyer Affiliate Parties related to or arising under this Agreement (including the negotiation hereof) or the transactions contemplated hereby, even though the interests of one or more of the Seller Related Parties in such matter or dispute may be directly adverse to the interests of one or more of the Buyer Affiliate Parties. (b) Buyer, on behalf of itself and all other Buyer Affiliate Parties, acknowledges and agrees that the Company Group’s attorney-client privilege and attorney work-product protection with respect to all pre-Closing communications, information and documentation between and among the Law Firm, on the one hand, and any member of the Equityholders’ Agent and the Indemnifying Parties under Section 6.1(a) (the “Equityholder Indemnifying Parties”)Company Group, on the other hand, Fenwick & West LLP (“Fenwick”) may represent the Equityholders’ Agent and the Equityholder Indemnifying Parties in such dispute even though the interests of the Equityholders’ Agent and the Equityholder Indemnifying Parties may be directly adverse to HoldCo, Parent, the Surviving Company or any of their respective Subsidiaries or Affiliates and (b) all privileged communications prior to the Closing between any securityholder of the Company, the Equityholders’ Agent or any of their respective Affiliates, directors, managers, officers, employees or Representatives, on the one hand, and Fenwick, on the other hand, made in connection with the negotiation, preparation, execution, delivery and Closing under, or any dispute arising in connection with, this Agreement or any agreement entered into pursuant to this Agreement, or otherwise relating to the foregoing or any potential sale provision of legal advice in respect of the Companytransactions contemplated hereby (such communications, the “Privileged Transaction Communications”) be retained and controlled by the Sellers, and may be waived only by the Sellers. ▇▇▇▇▇ and each Seller acknowledges and agrees that (i) the foregoing attorney-client privilege and work product protection shall not be deemed to be privileged and confidential communications controlled, owned, used, waived or claimed by any Buyer Affiliate Party upon consummation of the Equityholders Closing; and the Equityholders’ Agent, and the control of the confidentiality and privilege applicable thereto shall be retained by the Equityholders and the Equityholders’ Agent and all other privileged communications prior to the Closing between such Persons, any third parties and Fenwick shall be deemed to be the confidential communications of the Equityholders and the Equityholders’ Agent. Notwithstanding the foregoing, (ii) in the event that of a dispute arises between HoldCo, Parent, the Surviving Company or any of their respective AffiliatesBuyer Affiliate Party, on the one hand, and a Person other than a party to this Agreement or its Affiliatesthird party, on the other hand, after or any other circumstance in which such a third party requests or demands that a Buyer Affiliate Party Company produce Privileged Transaction Communications, Buyer shall, and shall cause the Closingother Buyer Affiliate Parties, HoldCo, Parentto assert such attorney-client privilege on behalf of the Seller Related Parties to prevent disclosure of privileged materials or attorney work product to such third party. Notwithstanding the foregoing, the Surviving Company parties agree that the protections afforded by this Section 15.17(b) shall not be considered, and is not, a waiver by Buyer of any attorney-client privilege that Buyer may have over the Privileged Transaction Communications as against any third party other than the Seller Related Parties. In the event of their respective Affiliates a dispute between any Buyer Affiliate Party, on the one hand, and a third party other than any Seller Related Party, on the other hand, ▇▇▇▇▇ may assert the attorney-client privilege to prevent disclosure of any Privileged Transaction Communications to such third-party third party. (c) Notwithstanding anything to the contrary set forth in this Section 15.17, in the event that the Buyer is required or requested under Applicable Law (including by governmental order, other order or request of such privileged communications; provided that none a tribunal of HoldCocompetent jurisdiction, Parentor by request or order of any Governmental Entity) to produce or disclose any Privileged Transaction Communications, the Surviving Company Buyer shall be entitled to so produce or disclose such Privileged Transaction Communications, provided that, as soon as reasonably practicable following such a request or order, the Buyer shall, to the extent so permitted, notify the Sellers in writing and afford the Seller Related Parties, at their sole cost and expense, a reasonable opportunity to seek such remedy as may be available to the Seller Related Parties to prevent the production or disclosure of, or access to, any Privileged Transaction Communications or maintain the confidentiality of their respective any Privileged Transaction Communications, and the Buyer shall and shall cause its Affiliates may waive such privilege without to reasonably cooperate with the prior written consent of Seller Related Parties, at the EquityholdersSeller Related Parties’ Agent (such consent not sole cost and expense, as reasonably requested, and to be unreasonably withheldthe extent permitted by Applicable Law, conditioned or delayed)in connection therewith.

Privilege. HoldCoPurchaser hereby agrees, Parenton its own behalf and on behalf of its Affiliates (including the Transferred Entities after the Closing), Merger Sub and the Company hereby agree that, following the Closing, Ropes & Gray LLP and Babst, Calland, ▇▇▇▇▇▇▇▇ and Zomnir, P.C. (a“Parent Group’s Counsel”)may serve as counsel to the Parent Group and their Affiliates in connection with any matters related to this Agreement or the transactions contemplated hereby, including any litigation, claim or obligation arising out of or relating to this Agreement or the Transition Services Agreement, the negotiation, performance or subject matter hereof or thereof, or the Sale, notwithstanding any representation by Parent Group’s Counsel prior to the Closing Date of the Transferred Entities. Purchaser hereby agrees, on its own behalf and on behalf of its Affiliates (including the Transferred Entities after the Closing), (i) to waive any claim they have or may have that Parent Group’s Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) that, in the event that a dispute arises after the Closing between ParentPurchaser or any of its Affiliates (including any Transferred Entity), on the Surviving Company one hand, and the Parent Group or any of their Affiliates, on the one hand, and the Equityholders’ Agent and the Indemnifying Parties under Section 6.1(a) (the “Equityholder Indemnifying Parties”), on the other hand, Fenwick & West LLP (“Fenwick”) Parent Group’s Counsel may represent the Equityholders’ Agent and the Equityholder Indemnifying Parties Parent Group and/or any of its Affiliates in such dispute even though the interests of the Equityholders’ Agent and the Equityholder Indemnifying Parties such Person(s) may be directly adverse to HoldCo, Parent, the Surviving Company Purchaser or any of their respective Subsidiaries its Affiliates (including any Transferred Entity) and even though Parent Group’s Counsel may have represented any Transferred Entity in a matter substantially related to such dispute. Purchaser, on behalf of itself and its Affiliates (including the Transferred Entities after the Closing) also further agrees that, as to all communications to or Affiliates and (b) all privileged communications prior to the Closing between any securityholder of the Company, the Equityholders’ Agent or any of their respective Affiliates, directors, managers, officers, employees or Representativesfrom Parent Group’s Counsel, on the one hand, and Fenwickany or all of the Transferred Entities, the Parent Group or their Affiliates and their respective Representatives, on the other hand, made that relate in connection with any way to this Agreement or the Transition Services Agreement, the negotiation, preparation, execution, delivery and Closing underperformance or subject matter hereof or thereof, or the transactions contemplated hereby, the attorney-client privilege and the expectation of client confidence belongs and will belong solely to the Parent Group and will not pass to or be claimed by Purchaser or its Affiliates (including any Transferred Entity after the Closing). Without limitation of the foregoing, none of Purchaser or any of its Affiliates (including any Transferred Entity after the Closing) may use or rely upon any communications described in the immediately preceding sentence in any dispute arising in connection with, this Agreement against or any agreement entered into pursuant to this Agreement, or otherwise relating to involving the foregoing or any potential sale of the Company, shall be deemed to be privileged and confidential communications of the Equityholders and the Equityholders’ Agent, and the control of the confidentiality and privilege applicable thereto shall be retained by the Equityholders and the Equityholders’ Agent and all other privileged communications prior to the Closing between such Persons, any third parties and Fenwick shall be deemed to be the confidential communications of the Equityholders and the Equityholders’ AgentParent Group. Notwithstanding the foregoing, in the event that a dispute arises after the Closing between HoldCo, Parent, the Surviving Company Purchaser or any of their respective Affiliatesits Affiliates (including any Transferred Entity), on the one hand, and a Person third party other than (and not an Affiliate of) a party to this Agreement or its AffiliatesAgreement, on the other hand, after the Closing, HoldCo, Parent, the Surviving Company and any of their respective Affiliates a Transferred Entity may assert the attorney-client privilege to prevent disclosure of confidential communications by Parent Group’s Counsel to such third-party of third party; provided, however, that such privileged communications; provided that none of HoldCo, Parent, the Surviving Company or any of their respective Affiliates Transferred Entity may not waive such privilege without the prior written consent of Parent. Purchaser acknowledges that it has consulted with independent counsel of its own choosing with respect to the Equityholders’ Agent (such consent not to be unreasonably withheldmeaning and effect of this Section 11.14. Parent Group’s Counsel is an express intended third party beneficiary of this Agreement for purposes of this Section 11.14, conditioned or delayed)and may enforce the same. This Section 11.14 will survive the Closing and will remain in effect indefinitely.

Privilege. HoldCoPurchaser hereby agrees, Parenton its own behalf and on behalf of its controlled Affiliates (including the Transferred Entities after the Closing), Merger Sub and the Company hereby agree that, following the Closing, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP (a“Seller Group’s Counsel”) may serve as counsel to the Seller Group and their Affiliates in connection with any matters related to this Agreement or the transactions contemplated hereby, including any litigation, claim or obligation arising out of or relating to this Agreement or the Ancillary Agreements, the negotiation, performance or subject matter hereof or thereof, or the Sale, notwithstanding any representation by Seller Group’s Counsel prior to the Closing Date of the Transferred Entities. Purchaser hereby agrees, on its own behalf and on behalf of its controlled Affiliates (including the Transferred Entities after the Closing), (i) to waive any claim they have or may have that Seller Group’s Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) that, in the event that a dispute arises after the Closing between ParentPurchaser or any of its controlled Affiliates (including any Transferred Entity), on the Surviving Company one hand, and the Seller Group or any of their Affiliates, on the one hand, and the Equityholders’ Agent and the Indemnifying Parties under Section 6.1(a) (the “Equityholder Indemnifying Parties”), on the other hand, Fenwick & West LLP (“Fenwick”) Seller Group’s Counsel may represent the Equityholders’ Agent and the Equityholder Indemnifying Parties Seller Group and/or any of its Affiliates in such dispute even though the interests of the Equityholders’ Agent and the Equityholder Indemnifying Parties such Person(s) may be directly adverse to HoldCo, Parent, the Surviving Company Purchaser or any of their respective Subsidiaries its controlled Affiliates (including any Transferred Entity) and even though Seller Group’s Counsel may have represented any Transferred Entity in a matter substantially related to such dispute. Purchaser, on behalf of itself and its controlled Affiliates (including the Transferred Entities after the Closing) also further agree that, as to all communications to or Affiliates and (b) all privileged communications prior to the Closing between any securityholder of the Company, the Equityholders’ Agent or any of their respective Affiliates, directors, managers, officers, employees or Representativesfrom Seller Group’s Counsel, on the one hand, and Fenwickany or all of the Transferred Entities, the Seller Group or their Affiliates and their respective Representatives, on the other hand, made that relate in connection with the negotiation, preparation, execution, delivery and Closing under, or any dispute arising in connection with, way to this Agreement or any agreement entered into pursuant to this Ancillary Agreement, the negotiation, performance or otherwise relating subject matter hereof or thereof, or the transactions contemplated hereby, the attorney-client privilege and the expectation of client confidence belongs and will belong solely to the foregoing Seller Group and will not pass to or be claimed by Purchaser or its controlled Affiliates (including any Transferred Entity after the Closing). Without limitation of the foregoing, none of Purchaser or any potential sale of its controlled Affiliates (including any Transferred Entity after the CompanyClosing) may access, shall be deemed to be privileged and confidential use or rely upon any communications of described in the Equityholders and immediately preceding sentence in any dispute against or involving the Equityholders’ Agent, and the control of the confidentiality and privilege applicable thereto shall be retained by the Equityholders and the Equityholders’ Agent and all other privileged communications prior to the Closing between such Persons, any third parties and Fenwick shall be deemed to be the confidential communications of the Equityholders and the Equityholders’ AgentSeller Group. Notwithstanding the foregoing, in the event that a dispute arises after the Closing between HoldCo, Parent, the Surviving Company Purchaser or any of their respective Affiliatesits controlled Affiliates (including any Transferred Entity), on the one hand, and a Person third party other than (and not an Affiliate of) a party to this Agreement or its AffiliatesAgreement, on the other hand, after the Closing, HoldCo, Parent, the Surviving Company and any of their respective Affiliates a Transferred Entity may assert the attorney-client privilege to prevent disclosure of confidential communications by Seller Group’s Counsel to such third-party of third party; provided, however, that such privileged communications; provided that none of HoldCo, Parent, the Surviving Company or any of their respective Affiliates Transferred Entity may not waive such privilege without the prior written consent of Seller. Purchaser acknowledges that it has consulted with independent counsel of its own choosing with respect to the Equityholders’ Agent (such consent not to be unreasonably withheldmeaning and effect of this Section 12.14. Seller Group’s Counsel is an express intended third party beneficiary of this Agreement for purposes of this Section 12.14, conditioned or delayed)and may enforce the same. This Section 12.14 will survive the Closing and will remain in effect indefinitely.

Privilege. HoldCoThe Sellers have advised the Purchaser that Akin Gump ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP has represented AIV2, ParentAIV1, Merger Sub S/T Group and S/T Blocker with respect to the Company hereby agree that, (a) in transactions contemplated hereby. In light of the event that a dispute arises after foregoing and subject to the Closing between Parentfollowing sentence, the Surviving Purchaser and each Acquired Company agree that any attorney-client privilege, attorney work-product protection, and reasonable expectation of client confidence attaching as a result of Akin Gump ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP’s representation of AIV2, AIV1, S/T Group or S/T Blocker with respect to the transactions contemplated hereby, all information and documents covered by such privilege or protection and all communications between and documents exchanged between AIV2, AIV1, S/T Group, S/T Blocker or any of their Affiliates, on the one hand, and the Equityholders’ Agent and the Indemnifying Parties under Section 6.1(a) (the “Equityholder Indemnifying Parties”), on the other hand, Fenwick & West LLP (“Fenwick”) may represent the Equityholders’ Agent and the Equityholder Indemnifying Parties in such dispute even though the interests of the Equityholders’ Agent and the Equityholder Indemnifying Parties may be directly adverse to HoldCo, Parent, the Surviving Company or any of their respective Subsidiaries or Affiliates and (b) all privileged communications prior to the Closing between any securityholder of the Company, the Equityholders’ Agent or any of their respective Affiliates, directors, managers, officers, employees shareholders or Representativesmembers, on in each case, related solely to the one handtransactions contemplated hereby shall belong to and be controlled by AIV2 and AIV1 and may be waived only by AIV2 and AIV1, as applicable, and Fenwick, on the other hand, made in connection with the negotiation, preparation, execution, delivery and Closing under, not S/T Group or any dispute arising in connection with, this Agreement or any agreement entered into pursuant to this Agreement, or otherwise relating to the foregoing or any potential sale of the Company, shall be deemed to be privileged and confidential communications of the Equityholders and the Equityholders’ AgentS/T Blocker, and the control of the confidentiality and privilege applicable thereto shall not pass to or be retained claimed or used by the Equityholders and the Equityholders’ Agent and all other privileged communications prior to the Closing between such PersonsPurchaser, any third parties and Fenwick shall be deemed to be the confidential communications of the Equityholders and the Equityholders’ Agent. Notwithstanding the foregoingS/T Group, in the event that a dispute arises between HoldCo, Parent, the Surviving Company or any of their respective Affiliates, on the one hand, and a Person other than a party to this Agreement or its Affiliates, on the other hand, after the Closing, HoldCo, Parent, the Surviving Company and any of their respective Affiliates may assert the attorney-client privilege to prevent disclosure to such third-party of such privileged communications; provided that none of HoldCo, Parent, the Surviving Company S/T Blocker or any of their respective Affiliates may waive after the Closing. Notwithstanding the foregoing, such privilege without attorney-client privilege, attorney work-product protection and client confidence shall also belong to and also be controlled by S/T Group and S/T Blocker (and not heretofore waived by S/T Group or S/T Blocker) and shall be deemed passed to and claimed by S/T Group and S/T Blocker, as applicable, after the prior written consent of Closing to the Equityholders’ Agent (extent any such consent not attorney-client privilege, attorney work-product protection or client confidence is required to be unreasonably withheldwaived or otherwise required to be similarly released by any Governmental Authority, conditioned under applicable Laws or delayed)pursuant to any orders, decrees, writs, injunctions, judgments, stipulations, determinations or awards entered by or with any Governmental Authority or any arbitration panel, tribunal or arbitrator, and, in any such case, neither S/T Group, nor S/T Blocker, nor any of their Affiliates shall be in breach or violation of any provision of this Agreement or any Related Documents for providing any information, documents, communications or client confidences to any Governmental Authority in response to, and subject to the requirement limitation in, the foregoing.

Privilege. HoldCoFollowing consummation of the transactions contemplated hereby, K&E may serve as counsel to each and any of the Representative, the Unitholders, the Optionholders and their respective Non-Recourse Parties, in connection with any matter arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such representation or any continued representation of any other Person (including the Representative, the AEI Consultants and their respective Affiliates), and each of the parties hereto (on behalf of itself and each of its Non-Recourse Parties) consents thereto and waives any conflict of interest arising therefrom including, for the avoidance of doubt, the resolution and finalization of the Closing Cash Proceeds pursuant to Section 3.03; provided that, such representation, consent and waiver shall not include any representation by K&E in respect of any litigation or dispute proceeding arising out of or relating to this Agreement or the transactions contemplated by this Agreement without the prior written consent of Parent. The Company and its Subsidiaries further acknowledge that Parent is also a client of K&E, but not with respect to this Agreement or the transactions contemplated hereby. Parent and the Company hereby acknowledge that K&E’s concurrent representation of each of Parent (in other matters) and the Company (in connection with this Agreement and the transactions contemplated hereby) is with the understanding that such representation will not preclude K&E from continuing its current and ongoing representations of either clients or assuming any future representation in other matters that Parent or the Company, as applicable, may request; provided that, such future representation shall not include any representation by K&E in respect of any litigation or dispute proceeding adverse to Parent or any of its Affiliates without the prior written consent of Parent. Any attorney-client privilege, work product protection or expectation of confidentiality arising out of or as a result of K&E’s representing the Company or any of its Subsidiaries in any matter relating in any way to the Representative, the AEI Consultants and their respective Affiliates to the extent related to the transactions contemplated by this Agreement (collectively, the “Privileges”) shall survive the Closing and shall remain in full force and effect; provided, that notwithstanding anything to the contrary in this Agreement or any Company Document, the Privileges and all information, data, documents or communications, in any format and by whomever possessed, covered by or subject to any of the Privileges (collectively, “Privileged Materials”) shall, from and after the Closing, automatically be assigned and exclusively belong to, and be controlled by, the Representative. For the avoidance of doubt, as to any Privileged Materials, Parent, Merger Sub and the Company hereby agree that(including, (a) in the event that a dispute arises after the Closing between ParentClosing, the Surviving Company or any of their Affiliates, on the one hand, and the Equityholders’ Agent and the Indemnifying Parties under Section 6.1(a) (the “Equityholder Indemnifying Parties”Company), on the other hand, Fenwick & West LLP (“Fenwick”) may represent the Equityholders’ Agent and the Equityholder Indemnifying Parties in such dispute even though the interests of the Equityholders’ Agent and the Equityholder Indemnifying Parties may be directly adverse to HoldCo, Parent, the Surviving Company or any of their respective Subsidiaries or Affiliates and (b) all privileged communications prior to the Closing between any securityholder of the Company, the Equityholders’ Agent or together with any of their respective Affiliates, directorssuccessors or assigns, managers, officers, employees agree that no such party may use or Representatives, rely on any of the one hand, and Fenwick, on Privileged Materials in any action or claim against or involving any of the other hand, made in connection with the negotiation, preparation, execution, delivery and Closing under, parties hereto or any dispute arising in connection with, this Agreement or any agreement entered into pursuant to this Agreement, or otherwise relating to of their respective Non-Recourse Parties after the foregoing or any potential sale of the Company, shall be deemed to be privileged and confidential communications of the Equityholders and the Equityholders’ AgentClosing, and the control Representative, the AEI Consultants and their respective Affiliates shall have the right to assert any of the confidentiality Privileges against the Company (including, after the Closing, the Surviving Company) and privilege applicable thereto shall be retained by the Equityholders and the Equityholders’ Agent and all other privileged communications prior its Subsidiaries. Notwithstanding anything in this Section 13.14 to the Closing between such Persons, any third parties and Fenwick shall be deemed to be the confidential communications of the Equityholders and the Equityholders’ Agent. Notwithstanding the foregoingcontrary, in the event that a dispute arises between HoldCoParent or any Affiliate of Parent (including the Company or any of its Subsidiaries), Parent, the Surviving Company or any of their respective Affiliatessuccessors-in-interest, on the one hand, and a Person any third party other than a party to this Agreement or its Affiliatesthe Representative, the Unitholder, the Optionholders and their respective Non-Recourse Parties, on the other hand, after the Closing, HoldCo, Parent, the Surviving Company and any of their respective Affiliates Parent or such Affiliate may assert the attorney-client privilege to prevent the disclosure of the Privileged Materials to any such third-party third party. The Company (including, after the Closing, the Surviving Company) further agrees that, on its own behalf and on behalf of such privileged communications; provided that none of HoldCoits Subsidiaries, Parent, K&E’s retention by the Surviving Company or any of their respective Affiliates may waive such privilege its Subsidiaries shall be deemed completed and terminated without the prior written consent any further action by any Person effective as of the Equityholders’ Agent Closing. The Surviving Company shall cause each of its future direct and indirect Subsidiaries and its and their successors and assigns that are not signatories to this Agreement to fulfill and comply with the terms of this Section 13.14 and take any and all other steps necessary to effect the agreements in this Section 13.14. In the event Parent or the Surviving Company is legally required or requested by any Governmental Body to access or obtain a copy of all or a portion of the Privileged Materials, Parent or the Surviving Company, as applicable, shall be entitled to access or obtain a copy of and disclose the Privileged Materials to the extent necessary to comply with any such legal requirement or request; provided that Parent shall promptly notify the Representative in writing (such consent not prior to be unreasonably withheldthe disclosure by Parent or the Surviving Company, conditioned or delayed)as applicable, of any Privileged Materials to the extent reasonably practicable) so that the Representative can seek a protective order and the Parent agrees to use commercially reasonable efforts (at the sole cost and expense of the Representative) to assist therewith.

Privilege. HoldCoPurchaser hereby agrees, Parenton its own behalf and on behalf of its Affiliates (including the Transferred Entities after the Closing), Merger Sub that, following the Closing, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. (“Seller Group’s Counsel”) may serve as counsel to the Seller Group and their Affiliates in connection with any matters related to this Agreement or the Company transactions contemplated hereby, including any litigation, claim or obligation arising out of or relating to this Agreement or the Ancillary Agreements, the negotiation, performance or subject matter hereof or thereof, or the Sale, notwithstanding any representation by Seller Group’s Counsel prior to the Closing Date of the Transferred Entities. Purchaser hereby agree thatagrees, on its own behalf and on behalf of its Affiliates (including the Transferred Entities after the Closing), (a) to waive any claim they have or may have that Seller Group’s Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (b) that, in the event that a dispute arises after the Closing between ParentPurchaser or any of its Affiliates (including any Transferred Entity), on the Surviving Company one hand, and the Seller Group or any of their Affiliates, on the one hand, and the Equityholders’ Agent and the Indemnifying Parties under Section 6.1(a) (the “Equityholder Indemnifying Parties”), on the other hand, Fenwick & West LLP (“Fenwick”) Seller Group’s Counsel may represent the Equityholders’ Agent and the Equityholder Indemnifying Parties Seller Group and/or any of its Affiliates in such dispute even though the interests of the Equityholders’ Agent and the Equityholder Indemnifying Parties such Person(s) may be directly adverse to HoldCo, Parent, the Surviving Company Purchaser or any of their respective Subsidiaries its Affiliates (including any Transferred Entity) and even though Seller Group’s Counsel may have represented any Transferred Entity in a matter substantially related to such dispute. Purchaser, on behalf of itself and its Affiliates (including the Transferred Entities after the Closing) also further agree that, as to all communications to or Affiliates and (b) all privileged communications prior to the Closing between any securityholder of the Company, the Equityholders’ Agent or any of their respective Affiliates, directors, managers, officers, employees or Representativesfrom Seller Group’s Counsel, on the one hand, and Fenwickany or all of the Transferred Entities, the Seller Group or their Affiliates and their respective Representatives, on the other hand, made in connection with that are entitled to the negotiation, preparation, execution, delivery attorney-client privilege and Closing under, or any dispute arising in connection with, to the extent relating to this Agreement or any agreement entered into pursuant to this Ancillary Agreement, the negotiation, performance or otherwise relating subject matter hereof or thereof, or the transactions contemplated hereby, the attorney-client privilege and the expectation of client confidence belongs and will belong solely to the foregoing Seller Group and will not pass to or be claimed by Purchaser or its Affiliates (including any Transferred Entity after the Closing). Without limitation of the foregoing, none of Purchaser or any potential sale of its Affiliates (including any Transferred Entity after the CompanyClosing) may access, shall be deemed to be privileged and confidential use or rely upon any communications of described in the Equityholders and immediately preceding sentence in any dispute against or involving the Equityholders’ AgentSeller Group, on the one hand, and Purchaser or its Affiliates (including the control of Transferred Entities following the confidentiality and privilege applicable thereto shall be retained by Closing) on the Equityholders and the Equityholders’ Agent and all other privileged communications prior to the Closing between such Persons, any third parties and Fenwick shall be deemed to be the confidential communications of the Equityholders and the Equityholders’ Agenthand. Notwithstanding the foregoing, in the event that a dispute arises after the Closing between HoldCo, Parent, the Surviving Company Purchaser or any of their respective Affiliatesits Affiliates (including any Transferred Entity), on the one hand, and a Person third party other than (and not an Affiliate of) a party to this Agreement or its AffiliatesAgreement, on the other hand, after the Closing, HoldCo, Parent, the Surviving Company and any of their respective Affiliates a Transferred Entity may assert the attorney-client privilege to prevent disclosure of confidential communications by Seller Group’s Counsel to such third-party of third party; provided, however, that such privileged communications; provided that none of HoldCo, Parent, the Surviving Company or any of their respective Affiliates Transferred Entity may not waive such privilege without the prior written consent of the Equityholders’ Agent Seller (such which consent shall not to be unreasonably withheld, conditioned or delayed). Purchaser acknowledges that it has consulted with independent counsel of its own choosing with respect to the meaning and effect of this Section 12.12. Seller Group’s Counsel is an express intended third party beneficiary of this Agreement for purposes of this Section 12.12, and may enforce the same. This Section 12.12 will survive the Closing and will remain in effect indefinitely.

Privilege. HoldCoPurchaser hereby agrees, Parenton its own behalf and on behalf of its Affiliates (including the Transferred Companies after the Closing), Merger Sub and the Company hereby agree that, following the Closing, Ropes & Gray LLP (a“Parent Group’s Counsel”) may serve as counsel to the members of the Parent Group and their Affiliates in connection with any matters related to this Agreement or the transactions contemplated hereby, including any litigation, claim or obligation arising out of or relating to this Agreement or the Ancillary Agreements, the negotiation, performance or subject matter hereof or thereof, or the Sale, notwithstanding any representation by Parent Group’s Counsel prior to the Closing Date of the Transferred Companies. Purchaser hereby agrees, on its own behalf and on behalf of its Affiliates (including the Transferred Companies after the Closing), (i) to waive any claim they have or may have that Parent Group’s Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) that, in the event that a dispute arises after the Closing between Parent, the Surviving Company Purchaser or any of their Affiliatesits Affiliates (including the Transferred Companies), on the one hand, and the Equityholders’ Agent and the Indemnifying Parties under Section 6.1(a) (the “Equityholder Indemnifying Parties”)Parent Group or any of their respective Affiliates, on the other hand, Fenwick & West LLP (“Fenwick”) Parent Group’s Counsel may represent the Equityholders’ Agent and the Equityholder Indemnifying Parties Parent Group and/or any of their respective Affiliates in such dispute even though the interests of the Equityholders’ Agent and the Equityholder Indemnifying Parties such Person(s) may be directly adverse to HoldCo, Parent, the Surviving Company Purchaser or any of their respective Subsidiaries its Affiliates (including the Transferred Companies) and even though Parent Group’s Counsel may have represented the Transferred Companies in a matter substantially related to such dispute. Purchaser, on behalf of itself and its Affiliates (including the Transferred Companies after the Closing) also further agrees that, as to all communications to or Affiliates and (b) all privileged communications prior to the Closing between any securityholder of the Company, the Equityholders’ Agent or any of their respective Affiliates, directors, managers, officers, employees or Representativesfrom Parent Group’s Counsel, on the one hand, and Fenwickthe Transferred Companies, the Parent Group or their respective Affiliates and their respective Representatives, on the other hand, made that relate in connection with the negotiation, preparation, execution, delivery and Closing under, or any dispute arising in connection with, way to this Agreement or any agreement entered into pursuant to this Ancillary Agreement, the negotiation, performance or otherwise relating subject matter hereof or thereof, or the transactions contemplated hereby and thereby, the attorney-client privilege and the expectation of client confidence belongs and will belong solely to the foregoing Parent Group and will not pass to or be claimed by Purchaser or its Affiliates (including the Transferred Companies after the Closing). Without limitation of the foregoing, none of Purchaser or any potential sale of its Affiliates (including the Company, shall be deemed to be privileged and confidential Transferred Companies after the Closing) may use or rely upon any communications of described in the Equityholders and immediately preceding sentence in any dispute against or involving the Equityholders’ Agent, and the control of the confidentiality and privilege applicable thereto shall be retained by the Equityholders and the Equityholders’ Agent and all other privileged communications prior to the Closing between such Persons, any third parties and Fenwick shall be deemed to be the confidential communications of the Equityholders and the Equityholders’ AgentParent Group. Notwithstanding the foregoing, in the event that a dispute arises after the Closing between HoldCo, Parent, the Surviving Company Purchaser or any of their respective Affiliatesits Affiliates (including the Transferred Companies), on the one hand, and a Person third party other than (and not an Affiliate of) a party to this Agreement or its AffiliatesAgreement, on the other hand, after the Closing, HoldCo, Parent, the Surviving Company and any of their respective Affiliates Transferred Companies may assert the attorney-client privilege to prevent disclosure of confidential communications by Parent Group’s Counsel to such third-party of such privileged communicationsthird party; provided provided, however, that none of HoldCo, Parent, the Surviving Company or any of their respective Affiliates Transferred Companies may not waive such privilege without the prior written consent of Parent. Purchaser acknowledges that it has consulted with independent counsel of its own choosing with respect to the Equityholders’ Agent (such consent not to be unreasonably withheldmeaning and effect of this Section 12.14. Parent Group’s Counsel is an express intended third party beneficiary of this Agreement for purposes of this Section 12.14, conditioned or delayed)and may enforce the same. This Section 12.14 will survive the Closing and will remain in effect indefinitely.

Privilege. HoldCoPurchaser hereby agrees, Parenton its own behalf and on behalf of its Affiliates (including the Transferred Entities after the Closing), Merger Sub that, following the Closing, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP (“Seller Group’s Counsel”) may serve as counsel to the Seller Group and their Affiliates in connection with any matters related to this Agreement or the Company transactions contemplated hereby, including any litigation, claim or obligation arising out of or relating to this Agreement or the Ancillary Agreements, the negotiation, performance or subject matter hereof or thereof, or the Sale, notwithstanding any representation by Seller Group’s Counsel prior to the Closing Date of the Transferred Entities. Purchaser hereby agree thatagrees, on its own behalf and on behalf of its Affiliates (including the Transferred Entities after the Closing), (a) to waive any claim they have or may have that Seller Group’s Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (b) that, in the event that a dispute arises after the Closing between ParentPurchaser or any of its Affiliates (including any Transferred Entity), on the Surviving Company one hand, and the Seller Group or any of their Affiliates, on the one hand, and the Equityholders’ Agent and the Indemnifying Parties under Section 6.1(a) (the “Equityholder Indemnifying Parties”), on the other hand, Fenwick & West LLP (“Fenwick”) Seller Group’s Counsel may represent the Equityholders’ Agent and the Equityholder Indemnifying Parties Seller Group and/or any of its Affiliates in such dispute even though the interests of the Equityholders’ Agent and the Equityholder Indemnifying Parties such Person(s) may be directly adverse to HoldCo, Parent, the Surviving Company Purchaser or any of their respective Subsidiaries its Affiliates (including any Transferred Entity) and even though Seller Group’s Counsel may have represented any Transferred Entity in a matter substantially related to such dispute. Purchaser, on behalf of itself and its Affiliates (including the Transferred Entities after the Closing) also further agree that, as to all communications to or Affiliates and (b) all privileged communications prior to the Closing between any securityholder of the Company, the Equityholders’ Agent or any of their respective Affiliates, directors, managers, officers, employees or Representativesfrom Seller Group’s Counsel, on the one hand, and Fenwickany or all of the Transferred Entities, the Seller Group or their Affiliates and their respective Representatives, on the other hand, made that relate in connection with the negotiation, preparation, execution, delivery and Closing under, or any dispute arising in connection with, way to this Agreement or any agreement entered into pursuant to this Ancillary Agreement, the negotiation, performance or otherwise relating subject matter hereof or thereof, or the transactions contemplated hereby, the attorney-client privilege and the expectation of client confidence belongs and will belong solely to the foregoing Seller Group and will not pass to or be claimed by Purchaser or its Affiliates (including any Transferred Entity after the Closing). Without limitation of the foregoing, none of Purchaser or any potential sale of its Affiliates (including any Transferred Entity after the CompanyClosing) may access, shall be deemed to be privileged and confidential use or rely upon any communications of described in the Equityholders and immediately preceding sentence in any dispute against or involving the Equityholders’ Agent, and the control of the confidentiality and privilege applicable thereto shall be retained by the Equityholders and the Equityholders’ Agent and all other privileged communications prior to the Closing between such Persons, any third parties and Fenwick shall be deemed to be the confidential communications of the Equityholders and the Equityholders’ AgentSeller Group. Notwithstanding the foregoing, in the event that a dispute arises after the Closing between HoldCo, Parent, the Surviving Company Purchaser or any of their respective Affiliatesits Affiliates (including any Transferred Entity), on the one hand, and a Person third party other than (and not an Affiliate of) a party to this Agreement or its AffiliatesAgreement, on the other hand, after the Closing, HoldCo, Parent, the Surviving Company and any of their respective Affiliates a Transferred Entity may assert the attorney-client privilege to prevent disclosure of confidential communications by Seller Group’s Counsel to such third-party of third party; provided, however, that such privileged communications; provided that none of HoldCo, Parent, the Surviving Company or any of their respective Affiliates Transferred Entity may not waive such privilege without the prior written consent of Seller. Purchaser acknowledges that it has consulted with independent counsel of its own choosing with respect to the Equityholders’ Agent (such consent not to be unreasonably withheldmeaning and effect of this Section 12.12. Seller Group’s Counsel is an express intended third party beneficiary of this Agreement for purposes of this Section 12.12, conditioned or delayed)and may enforce the same. This Section 12.12 will survive the Closing and will remain in effect indefinitely.

Privilege. HoldCo, Parent, Merger Sub and the Company hereby agree that, (a) All communications in the event that a dispute arises after the Closing any form or format whatsoever between Parent, the Surviving Company or any of their Affiliatesamong ▇▇▇▇▇▇▇ Procter LLP, on the one hand, and the Equityholders’ Agent and Company, its Subsidiaries, the Indemnifying Parties under Section 6.1(a) (the “Equityholder Indemnifying Parties”)Securityholder Representative and/or any Securityholder, or any of their respective directors, officers, employees or other representatives, on the other hand, Fenwick & West LLP if and only if such communications primarily relate to (“Fenwick”i) may represent the Equityholders’ Agent negotiation, documentation and the Equityholder Indemnifying Parties in such dispute even though the interests consummation of the Equityholders’ Agent and Transactions or (ii) any dispute arising under this Agreement, in the Equityholder Indemnifying Parties may be directly adverse case of either (i) or (ii), to HoldCo, Parent, the Surviving Company or any of their respective Subsidiaries or Affiliates and (b) all privileged communications extent that they occur prior to the Closing between any securityholder of the CompanyDate (collectively, the Equityholders’ Agent or any of their respective Affiliates, directors, managers, officers, employees or Representatives, on the one hand, and Fenwick, on the other hand, made in connection with the negotiation, preparation, execution, delivery and Closing under, or any dispute arising in connection with, this Agreement or any agreement entered into pursuant to this Agreement, or otherwise relating to the foregoing or any potential sale of the Company, “Privileged Communications”) shall be deemed to be attorney-client privileged and confidential communications the expectation of client confidence relating thereto belong solely to the Securityholder Representative and the Securityholders, shall be controlled by the Securityholder Representative on behalf of the Equityholders Securityholders and shall not pass to or be claimed by Buyer, the Equityholders’ Agent, and the control Surviving Corporation or any of the confidentiality and privilege applicable thereto shall be retained by the Equityholders and the Equityholders’ Agent and all other privileged communications prior to the Closing between such Persons, any third parties and Fenwick shall be deemed to be the confidential communications of the Equityholders and the Equityholders’ Agentits Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between HoldCo, Parentthe Buyer, the Surviving Company Corporation or any of their respective Affiliatesits Subsidiaries, on the one hand, and a Person third party other than the Securityholder Representative or a party to this Agreement or its AffiliatesSecurityholder, on the other hand, after the Closing, HoldCo, ParentBuyer, the Surviving Company and any of their respective Affiliates Corporation or its Subsidiaries may assert the attorney-client privilege to prevent the disclosure of the Privileged Communications to such third-party of such privileged communicationsthird party; provided provided, however, that none of HoldCo, Parentthe Buyer, the Surviving Company Corporation or any of their respective Affiliates its Subsidiaries may waive such privilege without the prior written consent of the Equityholders’ Agent (such consent Securityholder Representative, which shall not to be unreasonably withheld, conditioned or delayed). In the event that Buyer, the Surviving Corporation or any Subsidiary of the Surviving Corporation is legally required by governmental order or otherwise legally required to access or obtain a copy of all or a portion of the Privileged Communications, to the extent (x) permitted by Law, and (y) advisable in the opinion of Buyer’s counsel, then the Buyer shall immediately (and, in any event, within two (2) Business Days) notify the Securityholder Representative in writing (including by making specific reference to this Section) so that the Securityholder Representative can seek a protective order. (b) If and to the extent that files or other materials maintained by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP consist of Privileged Communications and constitute property of its clients, only the Securityholder Representative and the Securityholders shall hold such property rights and ▇▇▇▇▇▇▇ Procter LLP shall have no duty to reveal or disclose any Privileged Communications by reason of any attorney-client relationship between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, on the one hand, and the Company or its Subsidiaries, on the other hand. For the avoidance of doubt, this Section 13.16(b) does not apply to any portion of such files or other materials that do not consist of Privileged Communications.

Privilege. HoldCoPurchaser hereby agrees, Parenton its own behalf and on behalf of the Transferred Entities after the Closing, Merger Sub and the Company hereby agree that, following the Closing, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP (a“Seller Group’s Counsel”) may serve as counsel to the Seller Group and their Affiliates in connection with any matters related to this Agreement or the transactions contemplated hereby, including any litigation, claim or obligation arising out of or relating to this Agreement or the Ancillary Agreements, the negotiation, performance or subject matter hereof or thereof, or the Sale, notwithstanding any representation by Seller Group’s Counsel prior to the Closing Date of the Transferred Entities. Purchaser hereby agrees, on its own behalf and on behalf of the Transferred Entities after the Closing, (i) to waive any claim they have or may have that Seller Group’s Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) that, in the event that a dispute arises after the Closing between ParentPurchaser or any Transferred Entity, on the Surviving Company one hand, and the Seller Group or any of their Affiliates, on the one hand, and the Equityholders’ Agent and the Indemnifying Parties under Section 6.1(a) (the “Equityholder Indemnifying Parties”), on the other hand, Fenwick & West LLP (“Fenwick”) Seller Group’s Counsel may represent the Equityholders’ Agent and the Equityholder Indemnifying Parties Seller Group and/or any of its Affiliates in such dispute even though the interests of the Equityholders’ Agent and the Equityholder Indemnifying Parties such Person(s) may be directly adverse to HoldCo, Parent, the Surviving Company Purchaser or any Transferred Entity and even though Seller Group’s Counsel may have represented any Transferred Entity in a matter substantially related to such dispute. Purchaser, on behalf of their respective Subsidiaries itself and its Affiliates (including the Transferred Entities after the Closing) also further agree that, as to all communications to or Affiliates and (b) all privileged communications prior to the Closing between any securityholder of the Company, the Equityholders’ Agent or any of their respective Affiliates, directors, managers, officers, employees or Representativesfrom Seller Group’s Counsel, on the one hand, and Fenwickany or all of the Transferred Entities, the Seller Group or their Affiliates and their respective Representatives, on the other hand, made in connection with that are entitled to the negotiation, preparation, execution, delivery attorney-client privilege and Closing under, or any dispute arising in connection with, to the extent relating to this Agreement or any agreement entered into pursuant to this Ancillary Agreement, the negotiation, performance or otherwise relating subject matter hereof or thereof, or the transactions contemplated hereby, the attorney-client privilege and the expectation of client confidence belongs and will belong solely to the foregoing Seller Group and will not pass to or be claimed by Purchaser or any potential sale Transferred Entity after the Closing. Without limitation of the Companyforegoing, shall be deemed to be privileged and confidential communications none of the Equityholders and the Equityholders’ Agent, and the control of the confidentiality and privilege applicable thereto shall be retained by the Equityholders and the Equityholders’ Agent and all other privileged communications prior to Purchaser or any Transferred Entity after the Closing between such Personsmay access, use or rely upon any third parties and Fenwick shall be deemed to be communications described in the confidential communications of immediately preceding sentence in any dispute against or involving the Equityholders and the Equityholders’ AgentSeller Group. Notwithstanding the foregoing, in the event that a dispute arises after the Closing between HoldCo, Parent, the Surviving Company Purchaser or any of their respective AffiliatesTransferred Entity, on the one hand, and a Person third party other than (and not an Affiliate of) a party to this Agreement or its AffiliatesAgreement, on the other hand, after the Closing, HoldCo, Parent, the Surviving Company and any of their respective Affiliates a Transferred Entity may assert the attorney-client privilege to prevent disclosure of confidential communications by Seller Group’s Counsel to such third-party of third party; provided, however, that such privileged communications; provided that none of HoldCo, Parent, the Surviving Company or any of their respective Affiliates Transferred Entity may not waive such privilege without the prior written consent of the Equityholders’ Agent Seller (such which consent shall not to be unreasonably withheld, conditioned or delayed). Purchaser acknowledges that it has consulted with independent counsel of its own choosing with respect to the meaning and effect of this Section 12.13. Seller Group’s Counsel is an express intended third party beneficiary of this Agreement for purposes of this Section 12.13, and may enforce the same. This Section 12.13 will survive the Closing and will remain in effect indefinitely.

Privilege. HoldCo, Parent, Merger Sub and the Company hereby agree that, (a) Purchaser hereby agrees, on its own behalf and on behalf of its Affiliates (including the Transferred Entities after the Closing), that, following the Closing, Ropes & ▇▇▇▇ LLP (“Parent Group’s Counsel”) may serve as counsel to members of the Parent Group and their Affiliates (including the Sellers) in connection with any matters related to this Agreement or the transactions contemplated hereby, including any litigation, claim or obligation arising out of or relating to this Agreement or the Ancillary Agreements, the negotiation, performance or subject matter hereof or thereof, or the Sale, notwithstanding any representation by Parent Group’s Counsel prior to the Closing Date of the Transferred Entities. Purchaser hereby agrees, on its own behalf and on behalf of its Affiliates (including the Transferred Entities after the Closing), (i) to waive any claim they have or may have that Parent Group’s Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) that, in the event that a dispute arises after the Closing between Parent, the Surviving Company Purchaser or any of their Affiliatesits Affiliates (including any Transferred Entity), on the one hand, and the Equityholders’ Agent and Parent Group or any of their Affiliates (including the Indemnifying Parties under Section 6.1(a) (the “Equityholder Indemnifying Parties”Sellers), on the other hand, Fenwick & West LLP (“Fenwick”) Parent Group’s Counsel may represent the Equityholders’ Agent and Parent Group and/or any of its Affiliates (including the Equityholder Indemnifying Parties Sellers) in such dispute even though the interests of the Equityholders’ Agent and the Equityholder Indemnifying Parties such Person(s) may be directly adverse to HoldCo, Parent, the Surviving Company Purchaser or any of their respective Subsidiaries its Affiliates (including any Transferred Entity) and even though Parent Group’s Counsel may have represented any Transferred Entity in a matter substantially related to such dispute. Purchaser, on behalf of itself and its Affiliates (including the Transferred Entities after the Closing) also further agree that, as to all communications to or Affiliates and (b) all privileged communications prior to the Closing between any securityholder of the Company, the Equityholders’ Agent or any of their respective Affiliates, directors, managers, officers, employees or Representativesfrom Parent Group’s Counsel, on the one hand, and Fenwickany or all of the Transferred Entities, the members of the Parent Group or their Affiliates and their respective Representatives, on the other hand, made that relate in connection with the negotiation, preparation, execution, delivery and Closing under, or any dispute arising in connection with, way to this Agreement or any agreement entered into pursuant to this Ancillary Agreement, the negotiation, performance or otherwise subject matter hereof or thereof, or the transactions contemplated hereby (“Privileged Communications”), and all attorney work product relating thereto (“Protected Work Product”, and together with Privileged Communications, “Protected Material”), the attorney-client privilege and the expectation of client confidence belongs and will belong solely to the foregoing Parent Group and will not pass to or be claimed by Purchaser or its Affiliates (including any Transferred Entity after the Closing). Without limitation of the foregoing, none of Purchaser or any potential sale of its Affiliates (including any Transferred Entity after the Company, shall be deemed to be privileged and confidential Closing) may use or rely upon any communications of described in the Equityholders and immediately preceding sentence in any dispute against or involving the Equityholders’ Agent, and the control of the confidentiality and privilege applicable thereto shall be retained by the Equityholders and the Equityholders’ Agent and all other privileged communications prior to the Closing between such Persons, any third parties and Fenwick shall be deemed to be the confidential communications of the Equityholders and the Equityholders’ AgentParent Group. Notwithstanding the foregoing, in the event that a dispute arises after the Closing between HoldCo, Parent, the Surviving Company Purchaser or any of their respective Affiliatesits Affiliates (including any Transferred Entity), on the one hand, and a Person third party other than (and not an Affiliate of) a party to this Agreement or its AffiliatesAgreement, on the other hand, after the Closing, HoldCo, Parent, the Surviving Company and any of their respective Affiliates a Transferred Entity may assert the attorney-client privilege to prevent disclosure of confidential communications by Parent Group’s Counsel to such third-party of such privileged communicationsthird party; provided that none of HoldCo, Parent, the Surviving Company or any of their respective Affiliates such Transferred Entity may not waive such privilege without the prior written consent of Parent. (b) Purchaser agrees that it shall not, and that it shall cause its Affiliates not to, knowingly and intentionally access or use the Equityholders’ Agent Protected Material, including by way of review of any electronic data, communications or other information. For avoidance of doubt, the preceding sentence shall not be deemed violated if any employee of Purchaser accesses or uses any Privileged Communication to which such employee was a party (including by way of review of any electronic data, communications or other information), provided that such consent access and use shall not result in any waiver of any Seller’s attorney-client privilege or the work product doctrine with respect to be unreasonably withheldsuch Protected Material. (c) Purchaser acknowledges that it has consulted with independent counsel of its own choosing with respect to the meaning and effect of this Section 12.13. Parent Group’s Counsel is an express intended third party beneficiary of this Agreement for purposes of this Section 12.13, conditioned or delayed)and may enforce the same. This Section 12.13 will survive the Closing and will remain in effect indefinitely.

Privilege. HoldCo, Parent, Merger Sub and the Company hereby agree that, (a) Each party acknowledges and agrees, on its own behalf and on behalf of its directors, owners, stockholders, equityholders, officers, employees and Affiliates, that each of the Company and LGCS Holdco is a client of King & Spalding LLP, and King & Spalding LLP has not represented Parent in connection with the preparation, negotiation and execution of this Agreement. After the Closing, it is possible that King & Spalding LLP will represent the Stockholders or their Affiliates and/or the Stockholders’ Representative (other than the Group Companies) (“Permissible K&S Clients”) in connection with the Contemplated Transactions and any claims arising out of or relating to this Agreement or the Ancillary Documents. Each party agrees that King & Spalding LLP (or any successor) may represent all or a portion of the Permissible K&S Clients in the event future in connection with issues that a dispute arises after the Closing between Parent, the Surviving Company may arise under this Agreement or any Ancillary Document and any claims arising out of their Affiliatesor relating to this Agreement or any Ancillary Document or the transactions contemplated hereby and thereby. King & Spalding LLP (or any successor) may serve as counsel to all or a portion of the Permissible K&S Clients in connection with any litigation, claim or obligation arising out of or relating to this Agreement or any Ancillary Document or the transactions contemplated hereby or thereby. Each Party consents thereto, and waives any conflict of interest arising therefrom, and each Party shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. Each Party acknowledges that the consent and waiver set forth in this Section 10.15 are voluntary and have been carefully considered and that the Parties have consulted with counsel or have been advised that they should do so in connection with this consent and waiver. (b) The Parties agree that all communications among King & Spalding LLP, on the one hand, and the Equityholders’ Agent Company and any member of the Company Group and the Indemnifying Parties under Section 6.1(a) (the “Equityholder Indemnifying Parties”)Company, on the other hand, Fenwick & West LLP that relate in any way to the Contemplated Transactions (“Fenwick”) may represent including communications regarding the Equityholders’ Agent process conducted by the Company and the Equityholder Indemnifying Parties in such dispute even though the interests of the Equityholders’ Agent and the Equityholder Indemnifying Parties may be directly adverse to HoldCo, Parent, the Surviving Company or any of their respective Subsidiaries or Affiliates and (b) all privileged communications prior Group leading up to the Closing between any securityholder of the Company, the Equityholders’ Agent or any of their respective Affiliates, directors, managers, officers, employees or Representatives, on the one hand, Contemplated Transactions) and Fenwick, on the other hand, made in connection with the negotiation, preparation, execution, delivery documentation and Closing under, or any dispute arising in connection with, this Agreement or any agreement entered into pursuant to this Agreement, or otherwise relating to the foregoing or any potential sale of the Company, consummation thereof shall be deemed to be privileged and confidential communications of the Equityholders and the Equityholders’ Agent, and the control of the confidentiality and privilege applicable thereto shall be retained by the Equityholders and the Equityholders’ Agent and all other privileged communications prior attorney-client confidences that belong solely to the Closing between Company Group and not to Parent or the Company. Accordingly, neither Parent nor the Company shall have access to any such Persons, any third parties and Fenwick shall be deemed communications or to be the confidential communications files of King & Spalding LLP relating to such engagement. Without limiting the Equityholders and the Equityholders’ Agent. Notwithstanding generality of the foregoing, in the event that a dispute arises between HoldCo, Parent, the Surviving Company or any of their respective Affiliates, on the one hand, upon and a Person other than a party to this Agreement or its Affiliates, on the other hand, after the Closing, HoldCo, Parent, (i) the Surviving Company and any Group shall be the sole holder of their respective Affiliates may assert the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege to prevent disclosure with respect to such third-party communications and such engagement, (ii) to the extent that files of King & Spalding LLP in respect of such privileged communications; provided that none communications or engagement constitute property of HoldCothe client, Parentonly the Company Group (and not Parent or the Company) shall hold such property rights, and (iii) King & Spalding LLP shall have no duty to reveal or disclose any such attorney-client communications or files to Parent or the Surviving Company by reason of any attorney-client relationship between King & Spalding LLP and Company or any otherwise. This Section 10.15(b) is for the benefit of their respective Affiliates the Company Group, and the Company Group is the intended beneficiary of this Section 10.15(b). This Section 10.15(b) will be irrevocable, and no term of this Section 10.15(b) may waive such privilege be amended, waived or modified without the prior written consent of the Equityholders’ Agent (such consent not to be unreasonably withheld, conditioned or delayed)Company.