Common use of Provision Respecting Legal Representation Clause in Contracts

Provision Respecting Legal Representation. It is acknowledged by Buyer that each of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates have retained STB to act as its counsel in connection with the transactions contemplated hereby and that STB has not acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties has the status of a client of STB for conflict of interest or any other purposes as a result thereof. Each of Seller and Buyer hereby agrees that, in the event that a dispute arises after the Closing between Buyer or any of the Sold Companies, on the one hand, and any of the Seller Group members, on the other hand, STB may represent such Seller Group member in such dispute even though the interests of such Seller Group member may be directly adverse to Buyer or any of the Sold Companies, and even though STB formerly may have represented each of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if STB, at the time of such dispute, is handling ongoing matters for Buyer or any of the Sold Companies. Buyer further agrees that, in connection with any future dispute between Buyer, any of the Sold Companies and/or any of their respective Affiliates, on the one hand, and any of the Seller Group members, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective Affiliates, on the other hand, with respect to the transactions contemplated by this Agreement, as to all communications among STB, the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and their respective Affiliates that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and may be controlled by the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and shall not pass to or be claimed by Buyer or any of its Affiliates.

Provision Respecting Legal Representation. It is acknowledged by Buyer each of the Parties that each of the Seller Group membersCompany, the Sold CompaniesSellers, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates Subsidiaries have retained STB Wachtell, Lipton, Xxxxx and Xxxx (“WLRK”) to act as its their counsel in connection with the transactions contemplated hereby and that STB WLRK has not acted as counsel for any other party Purchaser in connection with the transactions contemplated hereby and that none of the other parties has Purchaser does not have the status of a client of STB WLRK for conflict of interest or any other purposes as a result thereof. Each of Seller Purchaser, the Company and Buyer Sellers hereby agrees agree that, in the event that a dispute arises after the Closing between Buyer or any of Purchaser, the Sold CompaniesCompany, and/or their Affiliates on the one hand, and any of the Seller Group members, on the other hand, STB may represent such Seller Group member in such dispute even though the interests of such Seller Group member may be directly adverse to Buyer Sellers or any of the Sold Companies, and even though STB formerly may have represented each of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if STB, at the time of such dispute, is handling ongoing matters for Buyer or any of the Sold Companies. Buyer further agrees that, in connection with any future dispute between Buyer, any of the Sold Companies and/or any of their respective Affiliates, on the one hand, and any of the Seller Group members, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective Affiliates, on the other hand, with respect WLRK may represent the Sellers and/or such Affiliates in such dispute even though the interests of the Sellers and/or such Affiliates may be directly adverse to Purchaser, the transactions contemplated by this AgreementCompany or their Affiliates, and even though WLRK may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Purchaser, the Company or any of their Affiliates. The Purchaser further agrees that, as to all communications prior to Closing among STBWLRK, the Seller Group membersCompany, the Sold Companiesits Subsidiaries, Silver Lake Partners IIISellers, L.P., Silver Lake Sumeru Fund, L.P. and and/or any of their respective Affiliates that relate in any way to the transactions contemplated by this Agreement, the attorney-–client privilege and the expectation of client confidence belongs to the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, TEGNA Inc. and may be controlled by the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, TEGNA Inc. and shall not pass to or be claimed by Buyer Purchaser, the Company or any of their Affiliates or any of the Sellers other than TEGNA Inc. or any of such other Sellers’ Affiliates. Notwithstanding the foregoing, in the event that a dispute arises after the Closing between the Purchaser, the Company or any of their Affiliates, or any Sellers other than TEGNA Inc. and/or any of their respective Affiliates, on the one hand, and a third party (other than a Party or any of its Affiliates.), on the other hand, the Company and its Affiliates or the other Sellers and their respective Affiliates, as applicable, may assert the attorney–client privilege to prevent disclosure of confidential communications by WLRK to such third party; provided, however, that neither the Company and/or its Affiliates nor any of the Sellers other than TEGNA Inc. and/or their respective Affiliates may waive such privilege without the prior written consent of TEGNA Inc.

Provision Respecting Legal Representation. It is acknowledged by Buyer each of the parties hereto that each of the Seller Group membersCompany and its Subsidiaries, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. Representative and certain of their respective Affiliates Accel-KKR have retained STB Xxxxxxxx & Xxxxx LLP to act as its counsel in connection with the transactions contemplated hereby Transactions and that STB Xxxxxxxx & Xxxxx LLP has not acted as counsel for any other party hereto in connection with the transactions contemplated hereby Transactions and that none of the other parties hereto has the status of a client of STB Xxxxxxxx & Xxxxx LLP for conflict of interest or any other purposes as a result thereof. Each Parent, Merger Sub, the Representative, the Company, the Stockholders, the Optionholders and their respective Subsidiaries hereby agree, on their own behalf and on behalf of Seller and Buyer hereby agrees the Stockholder Parties or Parent Parties, as appropriate, that, in the event that a dispute arises after the Closing between Buyer or any of Parent, the Sold CompaniesSurviving Corporation, and/or its Subsidiaries on the one hand, and any of the Seller Group membersRepresentative, Accel-KKR and/or their Affiliates, on the other hand, STB Xxxxxxxx & Xxxxx LLP may represent the Representative, Accel-KKR and/or such Seller Group member Affiliates in such dispute even though the interests of the Representative, Accel-KKR and/or such Seller Group member Affiliates may be directly adverse to Buyer Parent, the Surviving Corporation or any of the Sold Companiesits Subsidiaries, and even though STB formerly Xxxxxxxx & Xxxxx LLP may have represented each of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates Company or its Subsidiaries in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if STB, at the time of such dispute, is or may be handling ongoing matters for Buyer Parent, the Surviving Corporation or any of the Sold Companiestheir Subsidiaries. Buyer Parent and Merger Sub further agrees agree that, in connection with any future dispute between Buyer, any of the Sold Companies and/or any of their respective Affiliates, on the one hand, and any of the Seller Group members, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective Affiliates, on the other hand, with respect to the transactions contemplated by this Agreement, as to all communications among STBXxxxxxxx & Xxxxx LLP, the Seller Group membersRepresentative, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and Accel-KKR and/or any of their respective Affiliates that relate in any way to the transactions contemplated by this AgreementTransactions (collectively, the “Privileged Communications”), the attorney-–client privilege and the expectation of client confidence belongs to the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, Accel-KKR and may be controlled by the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, Accel-KKR and shall not pass to or be claimed by Buyer Parent, the Surviving Corporation or any of their Subsidiaries. The Privileged Communications are the property of Accel-KKR, and from and after the Closing none of the Company, its Subsidiaries, or any Person purporting to act on behalf of or through the Company or its Subsidiaries will seek to obtain such communications, whether by seeking a waiver of the attorney-client privilege or through other means. As to any such Privileged Communications prior to the Closing Date, Parent, the Company, and each of its Subsidiaries together with any of their respective affiliates, Subsidiaries, successors or assigns, further agree that no such party may use or rely on any of the Privileged Communications in any action against or involving any of the parties after the Closing. The Privileged Communications may be used by the Representative, Accel-KKR and/or any of their respective Affiliates in connection with any dispute that relates in any way to the Transactions, including in any claim for indemnification brought by Parent. Notwithstanding the foregoing, in the event that a dispute arises between Parent, the Surviving Corporation or any of their Subsidiaries and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Closing, the Surviving Corporation and its Subsidiaries may assert the attorney–client privilege to prevent disclosure of confidential communications by Xxxxxxxx & Xxxxx LLP to such third party; provided, however, that neither the Surviving Corporation nor its Subsidiaries may waive such privilege without the prior written consent of the Representative and Xxxxx-XXX.

Provision Respecting Legal Representation. It is acknowledged by Buyer each of the parties hereto that each of the Seller Group membersCompany, the Sold CompaniesSeller, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. its Subsidiaries and certain of their respective Affiliates GTCR LLC have retained STB K&E to act as its counsel in connection with the transactions contemplated hereby and that STB K&E has not acted as counsel for any other party hereto in connection with the transactions contemplated hereby and that none of the other parties hereto has the status of a client of STB K&E for conflict of interest or any other purposes as a result thereof. Each of The Purchaser, the Company and the Seller and Buyer hereby agrees agree that, in the event that a dispute arises after the Closing between Buyer or any of the Sold CompaniesPurchaser, the Company, and/or its Subsidiaries on the one hand, and any of the Seller Group membersSeller, on the other hand, STB may represent such Seller Group member in such dispute even though the interests of such Seller Group member may be directly adverse to Buyer GTCR LLC or any of the Sold Companies, and even though STB formerly may have represented each of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if STB, at the time of such dispute, is handling ongoing matters for Buyer or any of the Sold Companies. Buyer further agrees that, in connection with any future dispute between Buyer, any of the Sold Companies and/or any of their respective Affiliates, on the one hand, and any of the Seller Group members, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective Affiliates, on the other hand, with respect K&E may represent the Seller, GTCR LLC and/or such Affiliates in such dispute even though the interests of the Seller, GTCR LLC and/or such Affiliates may be directly adverse to the transactions contemplated by this AgreementPurchaser, the Company or its Subsidiaries, and even though K&E may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Purchaser, the Company or any of their Subsidiaries. The Purchaser further agrees that, as to all communications among STBK&E, the Seller Group membersCompany, its Subsidiaries, the Sold CompaniesSeller, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and GTCR LLC and/or any of their respective Affiliates that relate in any way to the transactions contemplated by this Agreement, the attorney-–client privilege and the expectation of client confidence belongs to the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and may be controlled by the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and shall not pass to or be claimed by Buyer the Purchaser, the Company or any of their Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between the Purchaser, the Company or any of their Subsidiaries and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Closing, the Company and its AffiliatesSubsidiaries may assert the attorney–client privilege to prevent disclosure of confidential communications by K&E to such third party; provided, however, that neither the Company nor its Subsidiaries may waive such privilege without the prior written consent of the Seller and GTCR LLC.

Provision Respecting Legal Representation. It is acknowledged by Buyer that each (a) Each of the Seller Group parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, the Sold Companiespartners, Silver Lake Partners IIIofficers, L.P.employees and Affiliates, Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates have retained STB to act as its counsel in connection with the transactions contemplated hereby and that STB has not acted Xxxxxxxx & Xxxxx LLP may serve as counsel for any to ISH and other party in connection with the transactions contemplated hereby and that none members of the other parties has the status of a client of STB for conflict of interest or any other purposes as a result thereof. Each of Seller and Buyer hereby agrees that, in the event that a dispute arises after the Closing between Buyer or any of the Sold CompaniesISH Group, on the one hand, and any of the Seller Group membersILG, on the other hand, STB may represent such Seller Group member in such dispute even though connection with the interests negotiation, preparation, execution and delivery of such Seller Group member may be directly adverse to Buyer this Agreement and the consummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby, Xxxxxxxx & Xxxxx LLP (or any successor) may serve as counsel to the ISH Group or any director, member, partner, officer, employee or Affiliate of the Sold Companies, and even though STB formerly may have represented each of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if STB, at the time of such dispute, is handling ongoing matters for Buyer or any of the Sold Companies. Buyer further agrees thatISH Group, in connection with any future litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such prior representation of ILG, and each of the parties hereto hereby consents thereto and waives any conflict of interest arising therefrom, and each of such parties shall cause any Affiliate thereof to consent to and waive any conflict of interest arising from such representation. Faraday further agrees, on its own behalf and on behalf of its Affiliates that, in the event ISH assumes the defense of a third party claim brought against ILG, notwithstanding that Xxxxxxxx & Xxxxx LLP may be representing ILG in connection with such third party claim, Faraday waives any claim of conflict of interest with respect to Xxxxxxxx & Xxxxx LLP’s representation of the ISH Group in connection with any dispute between BuyerFaraday and ISH, including in connection with disputes under this Agreement, other than any dispute related to the third party claim itself. Each of the Sold Companies and/or any of their respective Affiliatesparties to this Agreement hereby irrevocably acknowledges and agrees that all communications prior to the Closing between ILG and ISH, on the one hand, and any of the Seller Group memberstheir external legal counsel, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective Affiliatesincluding but not limited to Xxxxxxxx & Xxxxx LLP, on the other hand, made in connection with respect to the negotiation, preparation, execution, delivery and performance under, or any dispute or proceeding arising out of or relating to, this Agreement, any agreements contemplated by this Agreement or the transactions contemplated by this Agreementhereby or thereby, as or any matter relating to all any of the foregoing, are privileged communications among STBbetween ILG and the ISH Group and such counsel (collectively, the Seller Group members“ILG Privileged Communications”) and thereby property of the ISH Group, and from and after the Sold CompaniesClosing neither ILG nor any Person purporting to act on behalf of or through ILG, Silver Lake Partners IIIwill seek to obtain such communications, L.P., Silver Lake Sumeru Fund, L.P. and their respective Affiliates that relate in any way to the transactions contemplated whether by this Agreement, seeking a waiver of the attorney-client privilege and the expectation of client confidence belongs or through any other means. As to any such ILG Privileged Communications prior to the applicable Seller Closing Date, Faraday and ILG together with any of their respective Affiliates, successors or assigns, further agree that no such Person may use or rely on any of the ILG Privileged Communications in any action against or involving any of the ISH Group or any director, member, partner, officer, employee or Affiliate of the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or ISH Group after the applicable Affiliate, as the case may be, and may be controlled by the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and shall not pass to or be claimed by Buyer or any of its AffiliatesClosing.

Provision Respecting Legal Representation. It is acknowledged by Buyer Notwithstanding that each of Xxxxxx Xxxxx has acted as legal counsel to the Seller Group members, Acquired Companies prior to the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates have retained STB to act as its counsel Closing in connection with the transactions contemplated hereby this Agreement and that STB has not acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties has the status of a client of STB for conflict of interest or any other purposes as a result thereof. Each of Seller and Buyer hereby agrees that, in the event that a dispute arises after the Closing between Buyer or any of the Sold Companies, on the one hand, and any of the Seller Group members, on the other hand, STB may represent such Seller Group member in such dispute even though the interests of such Seller Group member may be directly adverse to Buyer or any of the Sold Companies, and even though STB formerly may have represented each of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if STB, at the time of such dispute, is handling ongoing matters for Buyer or any of the Sold Companies. Buyer further agrees that, in connection with any future dispute between Buyer, any of the Sold Companies and/or any of their respective Affiliates, on the one hand, and any of the Seller Group members, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective Affiliates, on the other hand, with respect to the transactions contemplated by this AgreementAgreement (the “Pre-Closing Engagement”), and recognizing that Xxxxxx Xxxxx intends to act as legal counsel to all communications among STB, the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. Sellers and their respective Affiliates after the Closing, Purchaser hereby waives, on its own behalf, and agrees to cause its Affiliates (including the Acquired Companies after the Closing) to waive, any conflicts that relate may arise in connection with Xxxxxx Xxxxx representing Sellers or any way of their respective Affiliates after the Closing, as such representation may conflict with the Pre-Closing Engagement. In addition, all communications relating to the transactions contemplated by this AgreementPre-Closing Engagement and involving attorney-client confidences between Sellers, their respective Affiliates or the Acquired Companies and Xxxxxx Xxxxx shall be deemed to be attorney-client confidences that belong solely to Sellers and their respective Affiliates (and not the Acquired Companies). Accordingly, the Acquired Companies shall not, without the Sellers’ consent, have access to the files of Xxxxxx Xxxxx relating to the Pre-Closing Engagement. Without limiting the generality of the foregoing, upon and after the Closing, (a) Sellers and their respective Affiliates (and not the Acquired Companies) shall be the sole holders of the attorney-client privilege with respect to the Pre-Closing Engagement, and none of the Acquired Companies shall be a holder thereof, (b) to the extent that files of Xxxxxx Xxxxx in respect of the Pre-Closing Engagement constitute property of the client, only Sellers and their respective Affiliates (and not the Acquired Companies) shall hold such property rights and (c) Xxxxxx Xxxxx have no duty whatsoever to reveal or disclose any such attorney-client communications or files to any of the Acquired Companies by reason of any attorney-client relationship between Xxxxxx Xxxxx and the expectation of client confidence belongs to the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and may be controlled by the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and shall not pass to Acquired Companies or be claimed by Buyer or any of its Affiliatesotherwise.

Provision Respecting Legal Representation. It is acknowledged by Buyer that each of the parties that Seller Group members, and the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates Company have retained STB Bass, Xxxxx & Xxxx PLC (“BBS”) to act as its counsel in connection with the transactions contemplated hereby and that STB BBS has not acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties has the status of a client of STB BBS for conflict of interest or any other purposes as a result thereof. Each of Buyer, Seller and Buyer the Company hereby agrees that, in the event that a dispute arises after the Closing between Buyer Buyer, the Company or any of the Sold Companiestheir respective Subsidiaries, on the one hand, and any of the Seller Group membersSeller, on the other hand, STB BBS may represent such the Seller Group member in such dispute even though the interests of such the Seller Group member may be directly adverse to Buyer Buyer, the Company or any of the Sold Companiestheir respective Subsidiaries, and even though STB BBS formerly may have represented each of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain Company and/or any of their respective Affiliates Subsidiaries in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if STBBBS, at the time of such dispute, is handling ongoing matters for Buyer or Buyer, the Company and/or any of the Sold Companiesits Subsidiaries. Buyer further acknowledges and agrees that, in connection with any future dispute between Buyer, any of the Sold Companies Company and/or any of their respective its Affiliates, on the one hand, and any of the Seller Group members, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective and its Affiliates, on the other hand, with respect to the transactions contemplated by this Agreement, as to all communications among STBBBS, Seller, the Seller Group members, Company or any of the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and their respective Affiliates Company’s Subsidiaries at or prior to the Closing that relate in any way to the negotiation of the transactions contemplated by this AgreementAgreement (the “Privileged Deal Communications”), the attorney-client privilege and the expectation of client confidence belongs to the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and may be controlled by the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and shall not pass to or be claimed by Buyer or the Company or any of its Affiliates. Accordingly, Buyer, the Company and its Affiliates shall not have access to any Privileged Deal Communications, or to the files of BBS relating to any engagement described in this Section 11.11, whether or not the Closing shall have occurred. Buyer, the Company and/or any of its Affiliates shall not assert or use Privileged Deal Communications for the purpose of asserting, prosecuting or litigating any Action against the Seller and its Affiliates. Each of Buyer and the Company acknowledges and agrees that any disclosure of the Privileged Deal Communications will not prejudice or otherwise constitute a waiver of any claim of privilege, and Buyer and the Company shall use reasonable best efforts to return promptly any inadvertently disclosed Privileged Deal Communications to the appropriate Person. Notwithstanding the foregoing, (x) in the event that a dispute arises between Buyer, the Company or their then-Affiliates following the Closing, on the one hand, and a third party other than the Seller and any of its then-Affiliates (solely in their capacity as former direct or indirect equityholders of the Company), on the other hand, Buyer, the Company or any of their respective Subsidiaries may assert the attorney-client privilege with respect to Privileged Deal Communications to such third party and (y) subject to and without waiver of the foregoing, and for the avoidance of doubt, each of the parties hereto hereby agrees that any pre-Closing attorney-client privilege and other privilege or immunity attaching to any communication, advice or materials pertaining to the Company and its Subsidiaries that would be relevant to Buyer after the Closing, but not related to the negotiation, preparation, execution and delivery of this Agreement belongs to and shall be controlled by the Company.

Provision Respecting Legal Representation. It is acknowledged by Buyer each of the parties hereto that each of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. Company and certain Affiliates of their respective Affiliates Xxxxxxx & Xxxxxxxx LLC who are Stockholders (the “Fund Stockholders”) have retained STB Xxxxxxx Xxxxxxx & Xxxxxxxx LLP (“STB”) to act as its counsel in connection with the transactions contemplated hereby and that STB has not acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties has the status of a client of STB for conflict of interest or any other purposes as a result thereof. Each of Seller Parent, Merger Sub and Buyer the Company hereby agrees agree that, in the event that a dispute arises after the Closing between Buyer or any of Parent and the Sold Companies, on the one hand, and any of the Seller Group members, on the other handStockholders, STB may represent such Seller Group member any or all of the Stockholders in such dispute even though the interests of such Seller Group member the Stockholders may be directly adverse to Buyer Parent, the Company or any of the Sold Companiesits Subsidiaries, and even though STB formerly may have represented each the Company or any of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates its Subsidiaries in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if STB, at the time of such dispute, is handling ongoing matters for Buyer or any of the Sold Companies. Buyer Parent further agrees that, in connection with any future dispute between BuyerParent, any of Merger Sub, the Sold Companies and/or Surviving Corporation or any of their respective Affiliates, on the one hand, and any of the Seller Group members, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or Stockholders or their respective Affiliates, on the other hand, with respect to the transactions contemplated by this Agreement, as to all communications among STB, the Seller Group membersCompany, any of its Subsidiaries and any Stockholder solely to the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and their respective Affiliates that extent they relate in any way specifically to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, Stockholder and may be controlled by the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, such Stockholder and shall not pass to or be claimed by Buyer Parent, the Company or any of its AffiliatesSubsidiaries. Notwithstanding the foregoing, STB shall respect the confidentiality and/or privileged nature of any information in its possession regarding the Company and any of its Subsidiaries as against Persons other than the parties hereto and the Stockholders.

Provision Respecting Legal Representation. It is acknowledged by Buyer each of the parties hereto that each of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. Company and certain Affiliates of their respective Affiliates Hxxxxxx & Fxxxxxxx LLC who are Stockholders (the “Fund Stockholders”) have retained STB Sxxxxxx Xxxxxxx & Bxxxxxxx LLP (“STB”) to act as its counsel in connection with the transactions contemplated hereby and that STB has not acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties has the status of a client of STB for conflict of interest or any other purposes as a result thereof. Each of Seller Parent, Merger Sub and Buyer the Company hereby agrees agree that, in the event that a dispute arises after the Closing between Buyer or any of Parent and the Sold Companies, on the one hand, and any of the Seller Group members, on the other handStockholders, STB may represent such Seller Group member any or all of the Stockholders in such dispute even though the interests of such Seller Group member the Stockholders may be directly adverse to Buyer Parent, the Company or any of the Sold Companiesits Subsidiaries, and even though STB formerly may have represented each the Company or any of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates its Subsidiaries in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if STB, at the time of such dispute, is handling ongoing matters for Buyer or any of the Sold Companies. Buyer Parent further agrees that, in connection with any future dispute between BuyerParent, any of Merger Sub, the Sold Companies and/or Surviving Corporation or any of their respective Affiliates, on the one hand, and any of the Seller Group members, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or Stockholders or their respective Affiliates, on the other hand, with respect to the transactions contemplated by this Agreement, as to all communications among STB, the Seller Group membersCompany, any of its Subsidiaries and any Stockholder solely to the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and their respective Affiliates that extent they relate in any way specifically to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, Stockholder and may be controlled by the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, such Stockholder and shall not pass to or be claimed by Buyer Parent, the Company or any of its AffiliatesSubsidiaries. Notwithstanding the foregoing, STB shall respect the confidentiality and/or privileged nature of any information in its possession regarding the Company and any of its Subsidiaries as against Persons other than the parties hereto and the Stockholders.

Provision Respecting Legal Representation. It is acknowledged by Buyer each of the parties hereto, on its own behalf and on behalf of its directors, members, partners, managers, members, officers, employees and Affiliates, that each of the Seller Group membersRepresentative, the Sold CompaniesStockholders, Silver Lake Partners IIIthe Optionholders, L.P.the Company, Silver Lake Sumeru Fundthe Management Company, L.P. their Subsidiaries and certain of GTCR LLC and their respective Affiliates (individually and collectively, the “Company Group”) have retained STB K&E, EBG, and Honigman to act as its counsel in connection with the transactions contemplated hereby and that STB has K&E, EBG, and Honigman have not acted as counsel for any other party hereto in connection with the transactions contemplated hereby and that none of the other parties hereto has the status of a client of STB K&E, EBG, and Honigman for conflict of interest or any other purposes as a result thereof. Each The Purchaser, the Merger Sub, the Representative, the Stockholders, the Optionholders, the Company, and their respective Subsidiaries hereby agree, on their own behalf and on behalf of Seller and Buyer hereby agrees the Stockholders or Optionholders, as appropriate, that, in the event that a dispute arises after the Closing between Buyer or any of the Sold CompaniesPurchaser, the Surviving Corporation, and/or its Subsidiaries on the one hand, and any of the Seller Group membersCompany Group, on the other hand, STB K&E, EBG, and Honigman may represent such Seller the Company Group member in such dispute even though the interests of such Seller the Company Group member may be directly adverse to Buyer the Purchaser, the Surviving Corporation or any of the Sold Companiesits Subsidiaries, and even though STB formerly K&E, EBG, and Honigman may have represented each of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates Company or its Subsidiaries in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if STB, at the time of such dispute, is or may be handling ongoing matters for Buyer the Purchaser, the Surviving Corporation or any of their Subsidiaries. The Purchaser and the Sold Companies. Buyer Merger Sub further agrees agree that, in connection with any future dispute between Buyer, any of the Sold Companies and/or any of their respective Affiliates, on the one hand, and any of the Seller Group members, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective Affiliates, on the other hand, with respect to the transactions contemplated by this Agreement, as to all communications among STBK&E, EBG, Honigman, the Seller Company, its Subsidiaries and the Company Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and their respective Affiliates that relate in any way to the transactions contemplated by this AgreementAgreement (collectively, the “Privileged Communications”), the attorney-–client privilege and the expectation of client confidence belongs to the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, Stockholders and Optionholders and may be controlled by the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, Stockholders or Optionholders and shall not pass to or be claimed by Buyer the Purchaser, the Surviving Corporation or any of their Subsidiaries. The Privileged Communications are the property of the Stockholders and Optionholders, and from and after the Closing none of the Company, its Subsidiaries, or any Person purporting to act on behalf of or through the Company or its Subsidiaries will seek to obtain such communications, whether by seeking a waiver of the attorney-client privilege or through other means. As to any such Privileged Communications prior to the Closing Date, the Purchaser, the Company, and each of its Subsidiaries together with any of their respective affiliates, Subsidiaries, successors or assigns, further agree that no such party may use or rely on any of the Privileged Communications in any action against or involving any of the parties after the Closing. The Privileged Communications may be used by the Company Group in connection with any dispute that relates in any way to the transactions contemplated by this Agreement. Notwithstanding the foregoing, in the event that a dispute arises between the Purchaser, the Surviving Corporation or any of their Subsidiaries and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Closing, the Surviving Corporation and its Subsidiaries may assert the attorney–client privilege to prevent disclosure of confidential communications by K&E, EBG, or Honigman to such third party; provided, however, that neither the Surviving Corporation nor its Subsidiaries may waive such privilege without the prior written consent of the Representative, on behalf of the Stockholders and the Optionholders, and GTCR LLC.

Provision Respecting Legal Representation. It is acknowledged by Buyer that each Each of the Seller Group parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, the Sold Companiespartners, Silver Lake Partners IIIofficers, L.P.employees and Affiliates, Silver Lake Sumeru Fundthat Xxxxxxxx & Xxxxx LLP may serve as counsel to each and any Stockholder, L.P. Optionholder and certain of their respective Affiliates have retained STB (individually and collectively, the “Stockholder Group”), on the one hand, and (prior to act as Closing) the Company and its counsel Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby hereby, and that STB has not acted that, following consummation of the transactions contemplated hereby, Xxxxxxxx & Xxxxx LLP (or any successor) may serve as counsel for to the Stockholder Group or any other party director, member, partner, officer, employee or Affiliate of the Stockholder Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated hereby by this Agreement notwithstanding such representation and that none each of the other parties has the status of a client of STB for hereto hereby consents thereto and waives any conflict of interest or arising therefrom, and each of such parties shall cause any other purposes as a result thereofAffiliate thereof to consent to waive any conflict of interest arising from such representation. Each of Seller The Buyer and Buyer the Company hereby agrees agree that, in the event that a dispute arises after the Closing between the Buyer or any of and the Sold CompaniesStockholder Representative, on the one hand, and any of the Seller Group members, on the other hand, STB Xxxxxxxx & Xxxxx LLP may represent such Seller Group member the Stockholder Representative in such dispute even though the interests of such Seller Group member the Stockholder Representative may be directly adverse to Buyer Buyer, the Company or any of the Sold Companiesits Subsidiaries, and even though STB formerly Xxxxxxxx & Xxxxx LLP may have represented each the Company or any of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates its Subsidiaries in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if STB, at the time of such dispute, is or may be handling ongoing matters for Buyer Buyer, the Company or any of the Sold Companiestheir Subsidiaries. Buyer further agrees that, in connection with any future dispute between Buyer, any of the Sold Companies and/or any of their respective Affiliates, on the one hand, and any of the Seller Group members, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective Affiliates, on the other hand, with respect to the transactions contemplated by this Agreement, as to all communications among STBXxxxxxxx & Xxxxx LLP, the Seller Group membersCompany, any of its Subsidiaries and the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and their respective Affiliates Stockholder Representative that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, Stockholder Representative and may be controlled by the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, Stockholder Representative and shall not pass to or be claimed by Buyer Buyer, the Company or any of their Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between the Buyer, the Company or any of their Subsidiaries and a third party other than a party to this Agreement after the Closing, the Company and the Subsidiaries may assert the attorney-client privilege to prevent disclosure of confidential communications by Xxxxxxxx & Xxxxx LLP to such third party or waive such privilege (unless it is a dispute for which the Buyer is seeking indemnification under this Agreement, in which case neither the Company nor any of its AffiliatesSubsidiaries may waive such privilege without the prior written consent of the Stockholder Representative).

Provision Respecting Legal Representation. It is acknowledged by Buyer that each Purchaser (on its behalf and, from and after the Closing, on behalf of the Seller Group membersCompany Group) hereby waives, the Sold Companiesand agrees to cause its Affiliates to waive, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates have retained STB to act as its counsel any conflicts that may arise in connection with ST&B representing the Seller or any Seller Related Party after the Closing as such representation may relate to Purchaser, the Company Group or the transactions contemplated hereby by this Agreement. Purchaser (on its behalf and, from and that STB has not acted as counsel for any other party in connection with after the transactions contemplated hereby and that none Closing, on behalf of the other parties has the status of a client of STB for conflict of interest or any other purposes as a result thereof. Each of Seller and Buyer Company Group) hereby agrees that, in the event that a dispute arises after the Closing between Buyer the Purchaser or any of the Sold CompaniesCompany Group, on the one hand, and Seller or any of the Seller Group membersRelated Party, on the other hand, STB ST&B may represent such any or all of Seller Group member or any Seller Related Party in such dispute even though the interests of such Seller Group member or the Seller Related Parties may be directly adverse to Buyer Purchaser, the Company Group or any of the Sold Companiestheir respective Affiliates, and even though STB ST&B formerly may have represented each of the Seller Company Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates in a matter substantially related to such dispute; provided. In addition, howeverall communications involving attorney-client confidences by Seller, the Company Group or the Seller Related Parties in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that this sentence belong solely to Seller and the Seller Related Parties (and not Purchaser or the Company Group). Accordingly, Purchaser and the Company Group shall not apply if STBhave access to any such communications, at or to the time files of such disputeST&B relating to the engagement described in this Section 9.19, is handling ongoing matters for Buyer whether or any not the Closing shall have occurred. Without limiting the generality of the Sold Companies. Buyer further agrees thatforegoing, in connection with any future dispute between Buyerupon and after the Closing, any of (i) Seller and the Sold Companies and/or any of Seller Related Parties (and not Purchaser, the Company Group or their respective Affiliates, on ) shall be the one hand, and any sole holders of the Seller Group members, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective Affiliates, on the other hand, with respect to the transactions contemplated by this Agreement, as to all communications among STB, the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and their respective Affiliates that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege with respect to such engagement, and none of Seller, the Company Group or their respective Affiliates shall be a holder thereof, (ii) to the extent that the files of ST&B in respect of such engagement constitute property of the client, only Seller and the expectation of client confidence belongs to the applicable Seller Group memberRelated Parties (and not Purchaser, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, Company Group or their respective Affiliates) shall hold such property rights and may be controlled by the applicable Seller Group member(iii) ST&B shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Purchaser, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, Company Group or their respective Affiliates by reason of any attorney-client relationship between ST&B and shall not pass to or be claimed by Buyer or any of its AffiliatesPurchaser, the Company Group or their respective Affiliates or otherwise.

Provision Respecting Legal Representation. It is acknowledged by Buyer that Acquirer (on its behalf and, from and after the Closing, on behalf of each of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. Acquired Companies and certain each of their respective Subsidiaries) hereby waives, and agrees to cause its Affiliates have retained STB to act as its counsel waive, any conflicts that may arise in connection with Sidley Austin LLP (“Sidley”) representing Seller or any Seller Related Party after the Closing as such representation may relate to Acquirer, any of the Acquired Companies or their Subsidiaries or the transactions contemplated hereby by this Agreement. Acquirer (on its behalf and, from and that STB has not acted as counsel for any other party in connection with after the transactions contemplated hereby and that none Closing, on behalf of each of the other parties has the status Acquired Companies and each of a client of STB for conflict of interest or any other purposes as a result thereof. Each of Seller and Buyer their respective Subsidiaries) hereby agrees that, in the event that a dispute arises after the Closing between Buyer Acquirer or any Acquired Company or any of the Sold Companiestheir respective Subsidiaries, on the one hand, and Seller or any of the Seller Group membersRelated Party, on the other hand, STB Sidley may represent such any or all of Seller Group member or any Seller Related Party in such dispute even though the interests of such Seller Group member or the Seller Related Parties may be directly adverse to Buyer Acquirer, any of the Acquired Companies or any of the Sold Companiestheir respective Subsidiaries or Affiliates, and even though STB Sidley formerly may have represented each of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. Acquired Companies and certain of their respective Affiliates Subsidiaries in a matter substantially related to such dispute; provided. In addition, howeverall communications involving attorney-client confidences of Seller, any of the Acquired Companies or any of their respective Subsidiaries or the Seller Related Parties in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that this sentence shall belong solely to Seller and the Seller Related Parties (and not apply if STB, at to the time of such dispute, is handling ongoing matters for Buyer Acquirer or any of the Sold Companies. Buyer further agrees that, in connection with any future dispute between Buyer, any of the Sold Acquired Companies and/or or any of their respective Subsidiaries or Affiliates). Accordingly, on notwithstanding anything to the one handcontrary in this Agreement, and neither Acquirer, nor (after the Closing) any of the Seller Group membersAcquired Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or nor any of their respective AffiliatesSubsidiaries, on the other handAffiliates or Representatives shall have access to any such communications, with respect or to the transactions contemplated by files of Sidley relating to the engagement described in this AgreementSection 10.16, as to all communications among STBwhether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (i) Seller and the Seller Group membersRelated Parties (and not Acquirer, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and any Acquired Company or any of their respective Subsidiaries, Affiliates that relate in any way to or Representatives) shall be the transactions contemplated by this Agreement, sole holders of the attorney-client privilege with respect to such engagement, (ii) to the extent that the files of Sidley in respect of such engagement constitute property of the client, only Seller and the expectation of client confidence belongs to the applicable Seller Group memberRelated Parties (and not Acquirer, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and may be controlled by the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and shall not pass to or be claimed by Buyer any Acquired Company or any of its Affiliatestheir respective Subsidiaries, Affiliates or Representatives) shall hold such property rights and (iii) Sidley shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Acquirer, any Acquired Company or any of their respective Subsidiaries, Affiliates or Representatives by reason of any attorney-client relationship between Sidley and any of Acquirer, any Acquired Company or any of their respective Subsidiaries, Affiliates or Representatives, or otherwise.

Provision Respecting Legal Representation. It is acknowledged by Buyer that each Purchaser agrees, on its own behalf and on behalf of the Seller Group membersPurchaser Indemnified Persons, that, following the Sold CompaniesClosing, Silver Lake Partners IIIXxxxxx XxXxxxxx, L.P.PC, Silver Lake Sumeru Fund, L.P. and certain of may serve as counsel to Sellers and/or their respective Affiliates have retained STB to act as its counsel in connection with any matters related to this Agreement or any of the other Transaction Documents and the transactions contemplated hereby and that STB has not acted as counsel for thereby, including any other party in connection with litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated hereby by this Agreement and that none the Transaction Documents, notwithstanding any representation by Xxxxxx XxXxxxxx, PC prior to the Closing Date of the other parties Company. Purchaser and the Company hereby (i) waive any claim they have or may have that Xxxxxx XxXxxxxx, PC has the status of a client of STB for conflict of interest or any other purposes as a result thereof. Each of Seller is otherwise prohibited from engaging in such representation, and Buyer hereby agrees (ii) agree that, in the event that a dispute arises after the Closing between Buyer or any of Purchaser and/or the Sold CompaniesCompany, on the one hand, and Sellers and/or any of the Seller Group memberstheir Affiliates, on the other hand, STB Xxxxxx XxXxxxxx, PC may represent such Seller Group member Sellers or any of their Affiliates in such dispute even though the interests of such Seller Group member Person(s) may be directly adverse to Buyer Purchaser or any of the Sold Companies, Company and even though STB formerly Xxxxxx XxXxxxxx, PC may have represented each of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates Company in a matter substantially related to such dispute. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser, the Company and a third Party other than a Party to this Agreement after the Closing, the Company may assert the attorney-client privilege to prevent disclosure of confidential communications by Xxxxxx XxXxxxxx, PC to such third Party; provided, however, that this sentence shall not apply if STB, at neither Purchaser or the time Company may waive such privilege without the prior written consent of such dispute, is handling ongoing matters for Buyer or any of the Sold Companies. Buyer further agrees that, in connection with any future dispute between Buyer, any of the Sold Companies and/or any of their respective Affiliates, on the one hand, and any of the Seller Group members, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective Affiliates, on the other hand, with respect to the transactions contemplated by this Agreement, as to all communications among STB, the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and their respective Affiliates that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and may be controlled by the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and shall not pass to or be claimed by Buyer or any of its AffiliatesSellers.

Provision Respecting Legal Representation. It is acknowledged by Buyer that each Each of the Seller Group Purchaser, the Merger Sub, the Company and their respective Subsidiaries hereby agrees, on its own behalf and on behalf of its directors, equityholders, members, the Sold Companiespartners, Silver Lake Partners IIIofficers, L.P.employees and Affiliates, Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates have retained STB to act as its counsel in connection with the transactions contemplated hereby and that STB has not acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties has the status of a client of STB for conflict of interest or any other purposes as a result thereof. Each of Seller and Buyer hereby agrees that, in the event that a dispute arises after the Closing between Buyer or any of the Sold CompaniesPurchaser, the Surviving Company and/or their respective Subsidiaries, on the one hand, and the Representative, the Sellers and/or their respective Affiliates, Xxxxxxxx & Xxxxx LLP (“K&E”) may represent the Representative, the Sellers or any of the Seller Group their respective directors, managers, equityholders, members, on the other handpartners, STB may represent such Seller Group member officers, employees or Affiliates in such dispute even though the interests of such Seller Group member Persons may be directly adverse to Buyer the Purchaser, the Surviving Company or any of their respective Subsidiaries, and even though K&E may have represented the Company or any of the Sold Companies, and even though STB formerly may have represented each of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates Company’s Subsidiaries in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if STB, at the time of such dispute, is or may be handling ongoing matters for Buyer the Purchaser, the Company or any of the Sold Companies. Buyer further agrees that, in connection with any future dispute between Buyer, any of the Sold Companies and/or any of their respective Affiliates, on Subsidiaries. The Purchaser and the one hand, and any of the Seller Group members, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective Affiliates, on the other hand, with respect to the transactions contemplated by this AgreementMerger Sub further agree that, as to all communications among STBK&E, the Seller Group membersCompany, any of the Company’s Subsidiaries, the Sold CompaniesRepresentative, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and the Sellers and/or any of their respective Affiliates that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to the applicable Seller Group member, Representative (on behalf of the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, Sellers) and may be controlled by the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, Representative and shall not pass to or be claimed by Buyer the Purchaser, the Surviving Company or any of its their respective Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between the Purchaser, the Surviving Company or any of their respective Subsidiaries and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Closing, the Surviving Company or any of the Surviving Company’s Subsidiaries may assert the attorney-client privilege to prevent disclosure of confidential communications by K&E to such third party; provided, however, that neither the Surviving Company nor any of the Surviving Company’s Subsidiaries may waive such privilege without the prior written consent of the Representative, on behalf of the Sellers.

Provision Respecting Legal Representation. It is acknowledged by Buyer Each of the parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates, that Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx LLP (“Honigman”) may serve as counsel to each of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates have retained STB to act as its counsel in connection with the transactions contemplated hereby and that STB has not acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties has the status of a client of STB for conflict of interest or any other purposes as a result thereof. Each of Seller and Buyer hereby agrees that, in the event that a dispute arises after the Closing between Buyer or any of the Sold CompaniesSellers, on the one hand, and any each Acquired Company and each other member of the Seller Group membersGroup, on the other hand, STB may represent such Seller Group member in such dispute even though connection with the interests negotiation, preparation, execution and delivery of such Seller Group member may be directly adverse to Buyer this Agreement and the consummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby, Honigman (or any of successor law firm) may serve as counsel to the Sold Companies, and even though STB formerly may have represented each of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if STB, at the time of such dispute, is handling ongoing matters for Buyer Sellers or any director, member, partner, officer, employee or Affiliate of the Sold Companies. Buyer further agrees thatany Seller, in connection with any future dispute between Buyerlitigation, claim or obligation that is adverse to the Acquired Companies arising out of or relating to this Agreement or the transactions contemplated by this Agreement (a “Specified Matter”) notwithstanding such prior representation of any Acquired Company, and each of the Sold parties hereto hereby consents to and waives any conflict of interest with respect to such Specified Matter, to the extent such conflict arises from Xxxxxxxx’x representation of one or more of the Acquired Companies and/or prior to the Closing, and each of such parties shall cause any Affiliate thereof to consent to and waive any such conflict of their respective Affiliatesinterest. Each of the parties to this Agreement hereby irrevocably acknowledges and agrees that, solely in the case of a Specified Matter, all communications prior to the Closing between any Acquired Company and the Sellers or any other member of the Seller Group, on the one hand, and any of the Seller Group members, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective AffiliatesHonigman, on the other hand, made in connection with respect and relating solely to the negotiation, preparation, execution, delivery and performance under, or any pre-Closing dispute or proceeding arising out of or relating to, this Agreement, any agreements contemplated by this Agreement or the transactions contemplated by this Agreementhereby or thereby, as to all are privileged communications among STB, between the Acquired Companies and the Seller Group membersand such counsel (collectively, the Sold Companies“Privileged Communications”) and thereby property of the Seller Group, Silver Lake Partners IIIand from and after the Closing none of the Purchaser, L.P.any Acquired Company or any Person purporting to act on behalf of or through the Purchaser or any Acquired Company, Silver Lake Sumeru Fund, L.P. and their respective Affiliates that relate will seek to obtain such communications in any way to the transactions contemplated Specified Matter, whether by this Agreement, seeking a waiver of the attorney-client privilege or through any other means. As to any such Privileged Communications prior to the Closing Date, the Purchaser and the expectation Acquired Companies, together with any of client confidence belongs their respective Affiliates, Subsidiaries, successors or assigns, further agree that no such party may, except to the applicable extent otherwise determined in any related Legal Proceeding, use or rely on any of the Privileged Communications in any action after the Closing in which any member of the Seller Group memberis an adverse party, without the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and may be controlled by the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and shall not pass to or be claimed by Buyer or any of its AffiliatesSellers Representative’s prior written consent.

Provision Respecting Legal Representation. It is acknowledged by Buyer that each (a) Each of the Seller Group membersParties hereby agrees, the Sold Companieson its own behalf and, Silver Lake Partners IIIas applicable, L.P.on behalf of its owners, Silver Lake Sumeru Funddirectors, L.P. managers, officers, employees and certain of their respective Affiliates have retained STB to act as its counsel in connection with the transactions contemplated hereby and that STB has not acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties has the status of a client of STB for conflict of interest or any other purposes as a result thereof. Each of Seller and Buyer hereby agrees Affiliates, that, in the event that a dispute arises after the Closing between Buyer or any following consummation of the Sold Companies, on the one hand, and any of the Seller Group members, on the other hand, STB may represent such Seller Group member in such dispute even though the interests of such Seller Group member may be directly adverse to Buyer or any of the Sold Companies, and even though STB formerly may have represented each of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if STB, at the time of such dispute, is handling ongoing matters for Buyer or any of the Sold Companies. Buyer further agrees that, in connection with any future dispute between Buyer, any of the Sold Companies and/or any of their respective Affiliates, on the one hand, and any of the Seller Group members, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective Affiliates, on the other hand, with respect to the transactions contemplated by this Agreement, Cozen X’Xxxxxx, Xxxxx Lovells (or any of its successors) (collectively, “Designated Counsel”) may serve as counsel to all communications among STBthe Seller Indemnified Parties or any individual member thereof or any Affiliate of any member of the Seller Indemnified Parties, in connection with any Proceeding arising out of or relating to this Agreement, the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and their respective Affiliates that relate in any way to other Transaction Documents or the transactions contemplated by hereby or thereby, notwithstanding any current or prior representation of either Company and each of the Parties hereby consents thereto and waives any conflict of interest arising therefrom, and each of such Parties shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. (b) The attorney-client privilege and attorney work-product protection arising from the Designated Counsel’s and such other legal counsel’s representation of any Seller, any of their Affiliates and either Company prior to the Closing concerning this Agreement, the other Transaction Documents (including with respect to items disclosed in the Disclosure Letter) or the transactions contemplated hereby and thereby, and all information and documents subject to such privilege or protection, shall belong and be assigned to and be controlled by UQF, shall not constitute an asset of either Company and may be waived only by UQF, and shall not pass or be claimed, asserted or used by any Buyer Party or either Company; provided, however, that in the event of a dispute between either Company and a third party after the Closing Date, such Company may assert the attorney-client privilege and attorney work-product protection to prevent disclosure of confidential communications to such third party. (c) Each of the expectation Buyer Parties hereby acknowledges and agrees that any disclosure to, or access by, any Buyer Party of information that may be confidential or subject to a claim of attorney-client confidence belongs privilege or attorney work-product protection attaching as a result of Designated Counsel’s or such other legal counsel’s representation of any Seller, any of their Affiliates and either Company prior to the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and may be controlled by the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and shall Closing will not pass to prejudice or be claimed by Buyer otherwise constitute a waiver of any claim of such privilege or any of its Affiliates.protection. 92 LEGAL\67828860\11 [Signature page follows]

Provision Respecting Legal Representation. It is acknowledged by Buyer that each of the Seller Group members, Parties hereto that XX Xxxxxxx and the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates Company have retained STB Wachtell, Lipton, Xxxxx & Xxxx (“Sellers’ Counsel”) to act as its their counsel in connection with the transactions contemplated hereby and that STB Sellers’ Counsel has not acted as counsel for any other party hereto in connection with the transactions contemplated hereby and that none of the other parties hereto has the status of a client of STB Sellers’ Counsel for conflict of interest or any other purposes as a result thereof. Each Purchaser, the Merger Subs and the Transferred Entities and their respective Affiliates hereby agree, on their own behalf and on behalf of Seller their respective directors, equityholders, members, partners, officers, employees and Buyer hereby agrees Affiliates, that, in the event that a dispute arises after the Closing in connection with matters related to this Agreement and the transactions contemplated hereby between Buyer Purchaser, or any other matter regarding which Sellers’ Counsel has acted as counsel for XX Xxxxxxx or its owners (or their Affiliates other than the Company or any of its Subsidiaries), the Sold CompaniesSurviving Merger Sub, the Surviving Company and/or its Affiliates on the one hand, and any of the Seller Group membersSellers, on the other hand, STB Sellers’ Counsel may represent such Seller Group member Sellers in such dispute even though the interests of such Seller Group member Sellers may be directly adverse to Buyer Purchaser, the Surviving Merger Sub, the Surviving Company or any of the Sold Companiesits Affiliates, and even though STB formerly Sellers’ Counsel may have represented each of the Seller Group membersXX Xxxxxxx, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Company or its Affiliates in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if STB, at the time of such dispute, is handling ongoing matters for Buyer or any of the Sold Companies. Buyer Purchaser further agrees that, in connection with any future dispute between Buyeras to all confidential communications among Sellers’ Counsel, any Sellers, XX Xxxxxxx, Management Blocker, the Company and/or its Affiliates that relate to the negotiation and consummation of the Sold Companies and/or any of their respective Affiliates, on the one hand, and any of the Seller Group members, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective Affiliates, on the other hand, with respect to the transactions contemplated by this Agreement, Agreement or any other matter regarding which Sellers’ Counsel has acted as to all communications among STB, counsel for XX Xxxxxxx or its owners (or their Affiliates other than the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and their respective Affiliates that relate in Company or any way to the transactions contemplated by this Agreementof its Subsidiairies) (“Confidential Attorney-Client Transaction Communications”), the attorney-client privilege and the expectation of client confidence belongs belong to the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and may be controlled by the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, Sellers and shall not pass to or be claimed by Buyer Purchaser, the Surviving Merger Sub, the Surviving Company or any of their Affiliates. Notwithstanding anything to the contrary in the foregoing, in the event that a dispute arises between Purchaser, the Surviving Merger Sub, the Surviving Company or any of their Affiliates and a third party (other than Sellers, a Party to this Agreement or any of their respective Affiliates) after the Closing, the Company and its Affiliates.Affiliates may assert the attorney-client privilege to prevent disclosure of Confidential Attorney-Client Transaction Communications by Sellers’ Counsel to such third party or the use thereof by Sellers’ Counsel in connection with its representation of a party in such dispute; provided, however, that neither Purchaser, the Surviving Merger Sub, the Surviving Company nor its Affiliates may waive such privilege without the prior written consent of the Sellers’s Representative. This Section 13.13 shall not be terminated or modified in such a manner as to adversely affect any Seller without the express written consent of the Sellers’ Representative (it being expressly agreed this Section 13.13 is intended for the benefit of the Sellers’ and the Sellers’ Representative and may be enforced directly by the Sellers’ Representative, for itself or on behalf of any of the Sellers). IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of each of the Parties as of the day first above written. FINANCIAL ENGINES, INC. as Purchaser By: /s/ Xxxxxxxx X. Xxxxxxx Xxxxxxxx X. Xxxxxxx Title: President and Chief Executive Officer XXXXXXXX ACQUISITION SUB 1, LLC as Merger Sub 1 By: /s/ Xxxxxxx X. Xxxx Xxxxxxx X. Xxxx Title: Manager XXXXXXXX ACQUISITION SUB, INC. as Merger Sub 1A By: /s/ Xxxxxxx X. Xxxx Xxxxxxx X. Xxxx Title: Chief Financial Officer XXXXXXXX ACQUISITION SUB II, LLC as Merger Sub 2 By: /s/ Xxxxxxx X. Xxxx Xxxxxxx X. Xxxx Title: Manager [Signature Pages to the Merger Agreement] KANSAS CITY 727 ACQUISITION CORPORATION as XX Xxxxxxx By: /s/ Xxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx Title: CEO and President [Signature Pages to the Merger Agreement] TMFS HOLDINGS, INC. as Management Blocker By: /s/ Xxxx X. Bold Xxxx X. Bold Title: [Signature Pages to the Merger Agreement] KANSAS CITY 727 ACQUISITION LLC as the Company By: Kansas City 727 Acquisition Corporation, its Managing Member By: /s/ Xxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx Title: CEO and President [Signature Pages to the Merger Agreement] WP FURY HOLDINGS, LLC as the Sellers’ Representative By: WP X Finance, L.P., its managing member By: WPX GP, L.P., its managing general partner By: Warburg Pincus Private Equity X, L.P., its general partner By: Warburg Pincus X, L.P., its general partner By: Warburg Pincus X GP L.P., its general partner By: WPP GP LLC, its general partner By: Warburg Pincus Partners, L.P., its managing member By: Warburg Pincus Partners GP LLC, its general partner By: Warburg Pincus & Co., its managing member By: /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx

Provision Respecting Legal Representation. It is acknowledged by Buyer that each of the Seller Group Parties, on its own behalf and on behalf of its respective managers, directors, equityholders, members, partners, officers, employees and Affiliates, that the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. Company and certain of their respective Affiliates the Seller have retained STB Xxxxxxxx & Xxxxx LLP and its affiliated entity Xxxxxxxx & Xxxxx International LLP (the "Retained Counsel") to act as its their counsel in connection with the transactions contemplated hereby Transactions and that STB the Retained Counsel has not acted as counsel for any other party Party in connection with the transactions contemplated hereby Transactions and that none of the other parties Parties has the status of a client of STB the Retained Counsel for conflict of interest or any other purposes as a result thereof. Each The Purchaser and the Company and their respective Subsidiaries hereby agree, on their own behalf and on behalf of Seller their respective managers, directors, equityholders, members, partners, officers, employees and Buyer hereby agrees Affiliates, that, in the event that a dispute arises after the Closing between Buyer or any of the Sold CompaniesPurchaser, the Company, and/or its Subsidiaries on the one hand, and the Seller and/or any of the Seller Group membersits Affiliates, on the other hand, STB the Retained Counsel may represent such the Seller Group member and/or its Affiliates in such dispute even though the interests of such the Seller Group member or its Affiliates may be directly adverse to Buyer the Purchaser, the Company or any of the Sold Companiesits Subsidiaries, and even though STB formerly the Retained Counsel may have represented each of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates Company or its Subsidiaries in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if STB, at . The Purchaser and the time of such dispute, is handling ongoing matters for Buyer or any of the Sold Companies. Buyer Company further agrees agree that, in connection with any future dispute between Buyer, any of the Sold Companies and/or any of their respective Affiliates, on the one hand, and any of the Seller Group members, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective Affiliates, on the other hand, with respect to the transactions contemplated by this Agreement, as to all communications among STBthe Retained Counsel, the Seller Group membersSeller, any Affiliates of the Seller, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and their respective Affiliates Company and/or its Subsidiaries that relate in any way to the transactions contemplated by this AgreementTransactions, the attorney-–client privilege and the expectation of client confidence belongs to the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and may be controlled by the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and shall not pass to or be claimed by Buyer the Purchaser, the Company or any of their Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between the Purchaser, the Company or any of their Subsidiaries and a third party (other than a Party or any of their respective Affiliates) after the Closing, the Company and its AffiliatesSubsidiaries may assert the attorney-client privilege to prevent disclosure of confidential communications by the Retained Counsel to such third party or the use thereof by the Retained Counsel in connection with its representation of a Party in such dispute; provided, however, that neither the Company nor its Subsidiaries may waive such privilege without the prior written consent of the Seller.

Provision Respecting Legal Representation. It is acknowledged by Buyer each of the parties hereto that each of the Company and the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates have retained STB K&E to act as its counsel in connection with the transactions contemplated hereby and that STB K&E has not acted as counsel for any other party hereto in connection with the transactions contemplated hereby and that none of the other parties hereto has the status of a client of STB K&E for conflict of interest or any other purposes as a result thereof. Each of , and that the fact that K&E has acted as counsel for the Company shall not restrict K&E from acting as counsel for the Seller and Buyer hereby agrees that, in the event that a any dispute arises after the Closing between Buyer with Purchaser or any of the Sold Companies, on Company with respect to the one handtransactions contemplated hereby, and any of the Seller Group members, on the other hand, STB K&E may represent the Seller, The Gores Group, LLC and/or such Seller Group member Affiliates in such dispute even though the interests of the Seller, The Gores Group, LLC and/or such Seller Group member Affiliates may be directly adverse to Buyer the Purchaser, the Company or any of the Sold Companiesits Subsidiaries, and even though STB formerly K&E may have represented each of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates Company or its Subsidiaries in a matter substantially related to such dispute; provided, however, . The parties further agree that this sentence the attorney–client privilege of the Company and its Subsidiaries shall continue to belong to them following the Closing and shall not apply if STBpass to or be claimed by Seller (and any attorney-client privilege of Seller shall continue to belong to Seller following the Closing and shall not pass to or be claimed by the Company or its Subsidiaries), at the time of such dispute, is handling ongoing matters for Buyer or any of the Sold Companies. Buyer further agrees provided that, in connection with any future dispute between Buyer, any of as to all communications prior to the Sold Companies and/or any of their respective AffiliatesClosing among K&E, on the one hand, and any of Seller, the Seller Group members, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. Company and/or its Subsidiaries and/or their respective Affiliates, on the other hand, with respect to the transactions contemplated by this Agreement, as to all communications among STB, the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and their respective Affiliates that relate in any way to the transactions contemplated by this AgreementAgreement and are subject to the attorney–client privilege, none of Purchaser, the Company or any of their Affiliates shall disclose (nor shall Seller or any of its Affiliates be required to disclose) any such communications in any Litigation in support of a claim by any of them against Seller or any of its Affiliates (unless such communication is no longer subject to attorney-client privilege and for reasons other than the expectation actions of client confidence belongs to the applicable Seller Group memberPurchaser, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and may be controlled by the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and shall not pass to or be claimed by Buyer Company or any of its their Affiliates).

Provision Respecting Legal Representation. (a) It is acknowledged by Buyer that each of the Seller Group Parties, on its own behalf and on behalf of its directors, members, partners, managers, officers, employees and Affiliates, that the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of the Sellers, and their respective Affiliates (individually and collectively, other than the Vionic Entities, the “Seller Group”) have retained STB Xxxxxxx Xxxx LLP (“Xxxxxxx Xxxx”) to act as its counsel in connection with the transactions contemplated Transactions. The Buyer, the Sellers, Sellers’ Representative and the Vionic Entities and Asset Seller hereby and that STB has not acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties has the status of a client of STB for conflict of interest or any other purposes as a result thereof. Each of Seller and Buyer hereby agrees agree, that, in the event that a dispute arises after the Closing between the Buyer or any of the Sold Companies, Vionic Entities on the one hand, and any of the Seller Group membersGroup, on the other hand, STB Xxxxxxx Xxxx may represent such the Seller Group member in such dispute even though the interests of such the Seller Group member may be directly adverse to the Buyer or any of the Sold CompaniesVionic Entities, and even though STB formerly Xxxxxxx Xxxx may have represented each of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates Vionic Entities in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if STB, at the time of such dispute, is or may be handling ongoing matters for the Buyer or any of the Sold Companies. Buyer further Vionic Entities; provided, however that Xxxxxxx Xxxx agrees that, that no confidential information regarding Vionic Entities that it has gained in connection with any future dispute between Buyerits representation of Seller Group, and is not known to Seller Group prior to such disclosure, will be conveyed or disclosed to any of them or otherwise used by Xxxxxxx Xxxx to the Sold Companies and/or any of their respective Affiliates, on the one hand, and any detriment of the Seller Group membersVionic Entities. The Buyer further agree that, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective Affiliates, on the other hand, with respect subject to the transactions contemplated by this AgreementSection 12.14(b), as to all legally privileged communications among STBXxxxxxx Xxxx, the Vionic Entities and the Seller Group members, to the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and their respective Affiliates that relate extent relating in any way to the transactions contemplated by this AgreementTransactions (collectively, the “Privileged Communications”), the attorney-client privilege and the expectation of client confidence belongs to the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, Sellers and may be controlled by the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, Sellers and shall not pass to or be claimed by the Buyer or any of its Affiliatesthe Vionic Entities. Subject to Section 12.14(b), the Privileged Communications are the property of the Sellers, and from and after the Closing none of the Vionic Entities, or any Person purporting to act on behalf of or through the Vionic Entities, will seek to obtain such Privileged Communications, whether by seeking a waiver of the attorney-client privilege or through other means. Subject to Section 12.14(b), as to any such Privileged Communications prior to the Closing, the Buyer and the Vionic Entities together with any of their respective affiliates, Subsidiaries, successors or assigns, further agree that no such party may use or rely on any of the Privileged Communications in any action against or involving any of the Parties after the Closing. The Privileged Communications may be used by the Seller Group in connection with any dispute that relates to the negotiation, preparation, execution and delivery of this Agreement and the other agreements contemplated hereby.

Provision Respecting Legal Representation. It Each of the parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, managers, members, partners, officers, employees and Affiliates, that Pillsbury Wxxxxxxx Xxxx Xxxxxxx LLP is acknowledged by Buyer that each serving as counsel to the Company and the Sellers’ Representative in connection with the negotiation, preparation, execution and delivery of this Agreement prior to Closing and the consummation of the transactions contemplated hereby, and that, following Closing and consummation of the transactions contemplated hereby, Pillsbury Wxxxxxxx Xxxx Xxxxxxx LLP (or any successor) may serve as counsel to the Sellers and the Sellers’ Representative (individually and collectively, the “Seller Group” (which will no longer include the Company)) or any director, manager, member, partner, officer, employee, Affiliate or Representative of the Seller Group members, (which will no longer include the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates have retained STB to act as its counsel in connection with the transactions contemplated hereby and that STB has not acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties has the status of a client of STB for conflict of interest or any other purposes as a result thereof. Each of Seller and Buyer hereby agrees that, in the event that a dispute arises after the Closing between Buyer or any of the Sold Companies, on the one hand, and any of the Seller Group members, on the other hand, STB may represent such Seller Group member in such dispute even though the interests of such Seller Group member may be directly adverse to Buyer or any of the Sold Companies, and even though STB formerly may have represented each of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if STB, at the time of such dispute, is handling ongoing matters for Buyer or any of the Sold Companies. Buyer further agrees thatCompany), in connection with any future dispute between Buyerlitigation, any claim or obligation arising out of the Sold Companies and/or any of their respective Affiliates, on the one hand, and any of the Seller Group members, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective Affiliates, on the other hand, with respect or relating to this Agreement or the transactions contemplated by this AgreementAgreement notwithstanding such representation, as and each of the parties hereto hereby consents thereto and waives any conflict of interest arising therefrom, and each of such parties shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. In addition, all communications among STBinvolving attorney-client confidences between any Sellers, the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. Sellers’ Representative and their respective Affiliates that relate in any way which pertain to the negotiation, documentation and consummation of the transactions contemplated by this Agreementhereby shall be deemed to be attorney-client confidences that belong solely to such Sellers, the Sellers’ Representative and their respective Affiliates (and not the Company). Accordingly, the Company shall not have access to any such communications, or to the files of Pillsbury Wxxxxxxx Xxxx Xxxxxxx LLP relating to such engagement. Without limiting the generality of the foregoing, upon and after the Closing, (a) the Sellers, the Sellers’ Representative and their respective Affiliates (and not the Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and the expectation of client confidence belongs Company shall not be the holders thereof, (b) to the applicable Seller Group memberextent that files of Pillsbury Wxxxxxxx Xxxx Xxxxxxx LLP in respect of such engagement constitute property of the client, only the Sellers, the applicable Sold Sellers’ Representative and their respective Affiliates (and not the Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be) shall hold such property rights, and may be controlled (c) Pillsbury Wxxxxxxx Xxxx Xxxxxxx LLP shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Company by reason of any attorney-client relationship between Pillsbury Wxxxxxxx Xxxx Xxxxxxx LLP and the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and shall not pass to or be claimed by Buyer or any of its Affiliates.

Provision Respecting Legal Representation. It is acknowledged by Buyer that each of the parties hereto that Seller Group membershas retained Xxxxxxxxxxxx, Xxxxxx & Xxxx, P.C. (the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates have retained STB “Retained Counsel”) to act as its counsel in connection with the transactions contemplated hereby Transactions and that STB the Retained Counsel has not acted as counsel for any other party hereto in connection with the transactions contemplated hereby Transactions and that none of the other parties hereto has the status of a client of STB the Retained Counsel for conflict of interest or any other purposes as a result thereof. Each Purchaser and Seller hereby agree, on their own behalf and on behalf of Seller their respective managers, directors, equityholders, members, partners, officers, employees and Buyer hereby agrees Affiliates, that, in the event that a dispute arises after the Closing between Buyer or any of Purchaser and/or the Sold Companies, Group Companies on the one hand, and Seller or any of the Seller Group membersits Affiliates, on the other hand, STB the Retained Counsel may represent such Seller Group member (and any of its Affiliates) in such dispute even though the interests of such Seller Group member (or any of its Affiliates) may be directly adverse to Buyer or any of Purchaser and/or the Sold Group Companies, and even though STB formerly the Retained Counsel may have represented each of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates Companies in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if STB, at the time of such dispute, is handling ongoing matters for Buyer or any of the Sold Companies. Buyer Purchaser further agrees that, in connection with any future dispute between Buyer, any of the Sold Companies and/or any of their respective Affiliates, on the one hand, and any of the Seller Group members, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective Affiliates, on the other hand, with respect to the transactions contemplated by this Agreement, as to all communications among STBthe Retained Counsel, Seller, the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and Companies and/or any of their respective Affiliates that relate in any way to the transactions contemplated by this AgreementTransactions, the attorney-–client privilege (as it relates to the Retained Counsel) and the expectation of client confidence belongs to the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and may be controlled by the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and shall not pass to or be claimed by Buyer Purchaser, the Group Companies or any of their Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser, the Group Companies or any of their Subsidiaries and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Closing, the Group Companies may assert the attorney-client privilege to prevent disclosure of confidential communications by the Retained Counsel to such third party or the use thereof by the Retained Counsel in connection with its Affiliatesrepresentation of a party in such dispute; provided, however, that no Group Company may waive such privilege without the prior written consent of Seller. The Retained Counsel shall be third-party beneficiaries of this Section 11.16.

Provision Respecting Legal Representation. It is acknowledged by Buyer each of the parties hereto that each of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru FundCompany and certain affiliates of TPG Capital, L.P. and certain of their respective Affiliates Riverwood Capital LLC who are direct or indirect equityholders in the Company (the “Sponsor Holders”) have retained STB Xxxxxxx Xxxxxxx & Xxxxxxxx LLP (“STB”) to act as its counsel in connection with the transactions contemplated hereby by the Transaction Documents, and that STB has not acted as counsel for any other party in connection with the transactions contemplated hereby therewith, and that none of the no other parties party has the status of a client of STB for conflict of interest or any other purposes as a result thereof. Each of Seller and Buyer The parties hereby agrees agree that, in the event that a dispute arises after the Closing between Buyer the Company or any of the Sold CompaniesPurchaser, on the one hand, and any of the Seller Group membersSponsor Holders, on the other hand, STB may represent such Seller Group member any or all of the Sponsor Holders in such dispute even though the interests of such Seller Group member the Sponsor Holders may be directly adverse to Buyer the Company or Purchaser or any of the Sold Companiestheir respective Subsidiaries, and even though STB formerly may have represented each the Company or any of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates its Subsidiaries in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if STB, at the time of such dispute, STB is handling ongoing matters for Buyer the Company or Purchaser or any of the Sold Companiestheir respective Subsidiaries. Buyer The Company further agrees that, in connection with any future dispute between Buyer, any of the Sold Companies and/or Company or Purchaser or any of their respective Affiliates, on the one hand, and any of the Seller Group members, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or Sponsor Holders or their respective Affiliates, on the other hand, with respect to the transactions contemplated by this Agreementthe Transaction Documents, as to all communications among STB, the Seller Group membersCompany, any of the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. Company’s Subsidiaries and their respective Affiliates any Sponsor Holder that relate in any way to the transactions contemplated by this Agreementthe Transaction Documents, the attorney-client privilege and the expectation of client confidence belongs to the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may beSponsor Holder, and may be controlled by the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may besuch Sponsor Holder, and shall not pass to or be claimed by Buyer the Company or Purchaser or any of its Affiliatestheir respective Subsidiaries.

Provision Respecting Legal Representation. It is acknowledged by Buyer each of the parties that each of the Company and Seller Group members, the Sold Companies, and certain affiliates of Silver Lake Partners IIIGroup, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates L.L.C. who are Unitholders (solely with respect to STB) have retained STB and Xxxxxx Xxxxx to act as its counsel in connection with the transactions Transactions contemplated hereby and that neither STB nor Xxxxxx Xxxxx has not acted as counsel for any other party in connection with the transactions Transactions contemplated hereby and that none of the other parties has the status of a client of STB for conflict of interest or any other purposes as a result thereofhereby. Each of Buyer and the Company and Seller and Buyer hereby agrees that, in the event that a dispute arises after the Closing between Buyer Buyer, the Surviving Company or any of the Sold Companiestheir respective Subsidiaries, on the one hand, and any of the Seller Group membersUnitholders and/or the Company Optionholders, on the other hand, STB and Xxxxxx Xxxxx may represent such Seller Group member any or all of the Unitholders and/or the Company Optionholders in such dispute even though the interests of such Seller Group member the Unitholders and/or the Company Optionholders may be directly adverse to Buyer Buyer, the Surviving Company or any of the Sold Companiestheir respective Subsidiaries, and even though STB or Xxxxxx Xxxxx formerly may have represented each the Company and/or any of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates Company’s Subsidiaries in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if STBSTB or Xxxxxx Xxxxx, as applicable, at the time of such dispute, is handling ongoing matters for Buyer Buyer, the Surviving Company or any of the Sold Companiestheir respective Subsidiaries. Buyer further agrees that, in connection with any future dispute between Buyer, any of the Sold Companies Surviving Company and/or any of their respective Affiliates, on the one hand, and any of the Seller Group membersSeller, Silver Lake Partners IIIthe Unitholders, L.P., Silver Lake Sumeru Fund, L.P. the Company Optionholders and/or their respective Affiliates, on the other hand, with respect to the transactions contemplated by this AgreementTransactions, as to all communications among STB, the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. STB or Xxxxxx Xxxxx and their respective Affiliates any Unitholder and/or Company Optionholder that relate in any way to the transactions contemplated by this AgreementTransactions, the attorney-client privilege and the expectation of client confidence belongs to the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. Unitholder and/or the applicable AffiliateCompany Optionholder, as the case may be, and may be controlled by the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. such Unitholder and/or the applicable AffiliateCompany Optionholder, as the case may be, and shall not pass to or be claimed by Buyer Buyer, the Surviving Company or any of its their respective Affiliates.

Provision Respecting Legal Representation. It is acknowledged by Buyer each of the parties that each of the Seller Group members, the Sold Companies, Company and certain affiliates of Silver Lake Partners IIIGroup, L.P., Silver Lake Sumeru Fund, L.P. and certain L.L.C. who are Company Common Stockholders or the holder of their respective Affiliates the Company Series A Preferred Stock have retained STB to act as its counsel in connection with the transactions contemplated hereby and that STB has not acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties has the status of a client of STB for conflict of interest or any other purposes as a result thereof. Each of Seller Parent, Merger Sub and Buyer the Company hereby agrees that, in the event that a dispute arises after the Closing between Buyer Parent, the Surviving Corporation or any of the Sold Companiestheir respective Subsidiaries, on the one hand, and any of the Seller Group membersCompany Common Stockholders, the Company RSU Holders and/or the Company Optionholders, on the other hand, STB may represent such Seller Group member any or all of the Company Common Stockholders, the Company RSU Holders and/or the Company Optionholders in such dispute even though the interests of such Seller Group member the Company Common Stockholders, the Company RSU Holders and/or the Company Optionholders may be directly adverse to Buyer Parent, the Surviving Corporation or any of the Sold Companiestheir respective Subsidiaries, and even though STB formerly may have represented each the Company and/or any of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates Company’s Subsidiaries in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if STB, at the time of such dispute, is handling ongoing matters for Buyer Parent, the Surviving Corporation or any of the Sold Companiestheir respective Subsidiaries. Buyer Parent and Merger Sub further agrees agree that, in connection with any future dispute between BuyerParent, any of the Sold Companies Surviving Corporation and/or any of their respective Affiliates, on the one hand, and any of the Seller Group membersCompany Common Stockholders, Silver Lake Partners IIIthe Company RSU Holders, L.P., Silver Lake Sumeru Fund, L.P. the Company Optionholders and/or their respective Affiliates, on the other hand, with respect to the transactions contemplated by this Agreement, as to all communications prior to the Closing among STB, the Seller Group membersCompany, any of the Sold CompaniesCompany’s Subsidiaries and/or any Company Common Stockholder, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and their respective Affiliates Company RSU Holder and/or Company Optionholder that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to the applicable Seller Group memberCompany Common Stockholder, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. Company RSU Holder and/or the applicable AffiliateCompany Optionholder, as the case may be, and may be controlled by the applicable Seller Group membersuch Company Common Stockholder, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. Company RSU Holder and/or the applicable AffiliateCompany Optionholder, as the case may be, and shall not pass to or be claimed by Buyer Parent, the Surviving Corporation or any of its their respective Affiliates.

Provision Respecting Legal Representation. It is acknowledged by Buyer each of the parties hereto, on its own behalf and on behalf of its directors, members, partners, managers, officers, employees and Affiliates, that each of the Seller Group membersCompany, the Sold CompaniesSeller, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. their respective Subsidiaries and certain of GTCR LLC and their respective Affiliates (individually and collectively, the "Company Group") have retained STB K&E to act as its counsel in connection with the transactions contemplated hereby and that STB has K&E have not acted as counsel for any other party hereto in connection with the transactions contemplated hereby and that none of the other parties hereto has the status of a client of STB K&E for conflict of interest or any other purposes as a result thereof. Each of The Purchaser, the Company and the Seller and Buyer hereby agrees agree that, in the event that a dispute arises after the Closing between Buyer or any of the Sold CompaniesPurchaser, the Company, and/or its Subsidiaries on the one hand, and any of the Seller Group membersCompany Group, on the other hand, STB K&E may represent such Seller the Company Group member in such dispute even though the interests of such Seller the Company Group member may be directly adverse to Buyer the Purchaser, the Company or any of the Sold Companiesits Subsidiaries, and even though STB formerly K&E may have represented each of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates Company or its Subsidiaries in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if STB, at the time of such dispute, is handling ongoing matters for Buyer or any of the Sold Companies. Buyer The Purchaser further agrees that, in connection with any future dispute between Buyer, any of the Sold Companies and/or any of their respective Affiliates, on the one hand, and any of the Seller Group members, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective Affiliates, on the other hand, with respect to the transactions contemplated by this Agreement, as to all communications among STBK&E, the Seller Group membersCompany, its Subsidiaries, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and their respective Affiliates Company Group that relate in any way to the transactions contemplated by this AgreementAgreement (collectively, the "Privileged Communications"), the attorney-–client privilege and the expectation of client confidence belongs to the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and may be controlled by the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and shall not pass to or be claimed by Buyer the Purchaser, the Company or any of their Subsidiaries. The Privileged Communications are the property of the Seller, and from and after the Closing none of the Company, its Subsidiaries, or any Person purporting to act on behalf of or through the Company or its Subsidiaries will seek to obtain such communications, whether by seeking a waiver of the attorney-client privilege or through other means. As to any such Privileged Communications prior to the Closing Date, the Purchaser, the Company, and each of its Subsidiaries together with any of their respective affiliates, Subsidiaries, successors or assigns, further agree that no such party may use or rely on any of the Privileged Communications in any action against or involving any of the parties after the Closing. The Privileged Communications may be used by the Company Group in connection with any dispute that relates in any way to the transactions contemplated by this Agreement. Notwithstanding the foregoing, in the event that a dispute arises between the Purchaser, the Company or any of their Subsidiaries and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Closing, the Company and its Subsidiaries may assert the attorney-client privilege to prevent disclosure of confidential communications by K&E to such third party; provided, however, that neither the Company nor its Subsidiaries may waive such privilege without the prior written consent of the Seller and GTCR LLC.

Provision Respecting Legal Representation. It is acknowledged by Buyer that each Each of the Seller Group parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, the Sold Companiespartners, Silver Lake Partners IIIofficers, L.P.employees and Affiliates, Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates have retained STB to act as its counsel in connection with the transactions contemplated hereby and that STB has not acted DLA Piper LLP (US) is serving as counsel for any other party in connection with to the transactions contemplated hereby Sellers, and that none of may serve as counsel to the other parties has Sellers’ Affiliates (individually and collectively, the status of a client of STB for conflict of interest or any other purposes as a result thereof. Each of “Seller and Buyer hereby agrees that, in the event that a dispute arises after the Closing between Buyer or any of the Sold CompaniesGroup”), on the one hand, and any of the Seller Group membersAcquired Company Members, on the other hand, STB in connection with the negotiation, preparation, execution and delivery of this Agreement prior to Closing and the consummation of the transactions contemplated hereby, and that, following Closing and consummation of the transactions contemplated hereby, DLA Piper LLP (US) (or any successor) may represent such serve as counsel to the Seller Group member in such dispute even though (which will no longer include the interests of such Seller Group member may be directly adverse to Buyer Acquired Company Members) or any of the Sold Companiesdirector, and even though STB formerly may have represented each member, partner, officer, employee or Affiliate of the Seller Group members, (which will no longer include the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if STB, at the time of such dispute, is handling ongoing matters for Buyer or any of the Sold Companies. Buyer further agrees thatAcquired Company Members), in connection with any future dispute between Buyerlitigation, any claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such representation, and each of the Sold Companies and/or parties hereto hereby consents thereto and waives any conflict of their respective Affiliates, on the one handinterest arising therefrom, and each of such parties shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. In addition, all communications involving attorney-client confidences between the Sellers and their Affiliates which pertain directly to the negotiation, documentation and consummation of the Seller Group transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to the Sellers and their Affiliates (and not the Acquired Company members). Accordingly, Silver Lake Partners IIIno Acquired Company Member shall have access to any such communications, L.P.or to the files of DLA Piper LLP (US) relating to such engagement, Silver Lake Sumeru Fundwhether or not the Closing shall have occurred. Without limiting the generality of the foregoing, L.P. and/or upon and after the Closing, (a) the Sellers and their respective Affiliates, on Affiliates (and not the other hand, Acquired Company Members) shall be the sole holders of the attorney-client privilege with respect to such engagement, and no Acquired Company Member shall be a holder thereof, (b) to the extent that files of DLA Piper LLP (US) in respect of such engagement constitute property of the client, only the Sellers and their Affiliates (and not the Acquired Company Members) shall hold such property rights, and (c) DLA Piper LLP (US) shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Acquired Company Members by reason of any attorney-client relationship between DLA Piper LLP (US) and the Acquired Company Members. The parties acknowledge that the Notary is associated with NautaDutilh N.V., the firm that advises the Buyer in the transactions contemplated by this Agreement, as . With reference to all communications among STBthe Code of Conduct (Verordening beroeps- en gedragsregels) established by the Royal Notarial Professional Organisation (Koninklijke Notariële Beroepsorganisatie), the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and their respective Affiliates that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and may be controlled by the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and shall not pass to or be claimed by Buyer or any of its Affiliates.parties hereby explicitly agree that:

Provision Respecting Legal Representation. It is acknowledged by Buyer that each Each of the Seller Group Parties hereby acknowledges, on its own behalf and on behalf of its directors, members, the Sold Companiespartners, Silver Lake Partners IIIofficers, L.P.employees and Affiliates, Silver Lake Sumeru Fundthat Xxxxx, L.P. and certain of their respective Affiliates have retained STB to act as its counsel in connection with the transactions contemplated hereby and that STB has not acted Xxxxxx & Harcourt LLP is serving as counsel for any other party in connection with to the transactions contemplated hereby Vendor, and that none of could be engaged to serve as counsel to the other parties has Vendor and its Affiliates (individually and collectively, the status of a client of STB for conflict of interest or any other purposes as a result thereof. Each of Seller and Buyer hereby agrees that, in the event that a dispute arises after the Closing between Buyer or any of the Sold Companies“Vendor Group”), on the one hand, and any of the Seller Group membersCompany and its Subsidiaries, on the other hand, STB may represent such Seller Group member in such dispute even though connection with the interests negotiation, preparation, execution and delivery of such Seller Group member may be directly adverse this Agreement prior to Buyer Closing and the consummation of the Transactions, and that, following Closing and consummation of the Transactions, Xxxxx, Xxxxxx & Harcourt LLP (or any successor) could be engaged to serve as counsel to the Vendor Group (which will no longer include the Company and its Subsidiaries) or any director, member, partner, officer, employee or Affiliate of the Sold Companies, Vendor Group (which will no longer include the Company and even though STB formerly may have represented each of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if STB, at the time of such dispute, is handling ongoing matters for Buyer or any of the Sold Companies. Buyer further agrees thatits Subsidiaries), in connection with any future dispute between Buyerlitigation, any claim or obligation arising out of or relating to this Agreement or the Transactions notwithstanding such representation, and each of the Sold Companies and/or Parties hereby consents thereto and waives any conflict of their respective Affiliates, on the one handinterest arising therefrom, and any each of the Seller Group membersParties shall cause any controlled Affiliate thereof to consent to waive any conflict of interest arising from such representation. In addition, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective Affiliates, on the other hand, with respect to the transactions contemplated by this Agreement, as to all communications among STB, the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and their respective Affiliates that relate in any way to the transactions contemplated by this Agreement, the attorneyinvolving solicitor-client privilege between the Vendor and the expectation of client confidence belongs its Affiliates made prior to the applicable Seller Group memberClosing which pertain directly to the negotiation, documentation and consummation of the Transactions shall be deemed to be solicitor-client privileges that belong solely to the Vendor and its Affiliates (and not the Company and its Subsidiaries). Accordingly, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, Company and may be controlled by the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and its Subsidiaries shall not pass have access to any such communications, or be claimed by Buyer to the files of Osler, Xxxxxx & Harcourt LLP relating to such engagement, whether or any not the Closing shall have occurred. Without limiting the generality of its Affiliates.the foregoing, upon and after the Closing:

Provision Respecting Legal Representation. It is acknowledged by Buyer that each Each of the Seller Group parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates, that Hunton Xxxxxxx Xxxxx LLP (“Hunton”) is serving as counsel to the Sold Company Members, Sellers and Xxxx, and may serve as counsel to each and any of the Companies, Silver Lake Partners IIISellers or Xxxx, L.P., Silver Lake Sumeru Fund, L.P. and certain each of their respective Affiliates have retained STB to act as its counsel in connection with (individually and collectively, the transactions contemplated hereby and that STB has not acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties has the status of a client of STB for conflict of interest or any other purposes as a result thereof. Each of “Seller and Buyer hereby agrees that, in the event that a dispute arises after the Closing between Buyer or any of the Sold CompaniesGroup”), on the one hand, and any of the Seller Group membersNew Holding Partnership, on the other hand, STB in connection with the negotiation, preparation, execution and delivery of this Agreement prior to Closing and the consummation of the transactions contemplated hereby, and that, following Closing and consummation of the transactions contemplated hereby, Hunton (or any successor) may represent such serve as counsel to the Seller Group member in such dispute even though the interests of such Seller Group member may be directly adverse to Buyer or any of the Sold Companiesdirector, and even though STB formerly may have represented each member, partner, officer, employee or Affiliate of the Seller Group members, (which will no longer include the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if STB, at the time of such dispute, is handling ongoing matters for Buyer or any of the Sold Companies. Buyer further agrees thatNew Holding Partnership), in connection with any future dispute between Buyerlitigation, any claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such representation, and each of the Sold Companies and/or parties hereto hereby consents thereto and waives any conflict of their respective Affiliates, on the one handinterest arising therefrom, and each of such parties shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. In addition, all communications involving attorney-client confidences between any of the Seller Group membersand their Affiliates that pertain directly to the negotiation, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective Affiliates, on the other hand, with respect to documentation and consummation of the transactions contemplated by this Agreementhereby shall be deemed to be attorney-client confidences that belong solely to such Seller Group and their Affiliates (and not the New Holding Partnership). Without limiting the generality of the foregoing, as to all communications among STBupon and after the Closing, (a) any of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and their respective Affiliates that relate in any way to (and not the transactions contemplated by this Agreement, New Holding Partnership) shall be the sole holders of the attorney-client privilege with respect to such engagement, and the expectation New Holding Partnership shall not be a holder thereof, (b) to the extent that files of client confidence belongs to Hunton in respect of such engagement constitute property of the client, only the applicable Seller Group member, Groups and their Affiliates (and not the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may beNew Holding Partnership) shall hold such property rights, and may be controlled (c) Hunton shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the New Holding Partnership by reason of any attorney-client relationship between Hunton and the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and shall not pass to or be claimed by Buyer or any of its AffiliatesNew Holding Partnership.

Provision Respecting Legal Representation. It is acknowledged by Buyer that each Each of the Seller Group parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates, that Xxxxxxxx & Xxxxx LLP may serve as counsel to each and any Stockholder and its Affiliates (individually and collectively, the Sold Companies“Stockholder Group”), Silver Lake Partners IIIon the one hand, L.P.and the Company and its Subsidiaries, Silver Lake Sumeru Fundon the other hand, L.P. and certain of their respective Affiliates have retained STB to act as its counsel in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby hereby, and that STB has not acted that, following consummation of the transactions contemplated hereby, Xxxxxxxx & Xxxxx LLP (or any successor) may serve as counsel for to the Stockholder Group or any other party director, member, partner, officer, employee or Affiliate of the Stockholder Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated hereby and that none by this Agreement notwithstanding such prior representation of the other Company and its Subsidiaries and each of the parties hereto hereby consents thereto and waives any conflict of interest arising therefrom, and each of such parties will cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. Parent and the Company (on behalf of itself and its Subsidiaries) hereby (i) waive any claim they have or may have that Xxxxxxxx & Xxxxx LLP has the status of a client of STB for conflict of interest or any other purposes as a result thereof. Each of Seller is otherwise prohibited from engaging in such representation and Buyer hereby agrees (ii) agree that, in the event that a dispute arises after the Closing between Buyer Parent, the Company or any Subsidiary and the Stockholders or any of the Sold Companiestheir respective Affiliates, on the one hand, and Xxxxxxxx & Xxxxx LLP may represent any member of the Seller Stockholder Group members, on the other hand, STB may represent such Seller Group member in such dispute even though the interests of such Seller Group member Person(s) may be directly adverse to Buyer or any of the Sold Companies, and even though STB formerly may have represented each of the Seller Group membersParent, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates Company or its Subsidiaries unless Xxxxxxxx & Xxxxx LLP represented the Company or its Subsidiaries in a matter (other than the Merger) substantially related to such dispute; provided, however, that this sentence shall not apply if STB, at . Parent and the time Company (on behalf of such dispute, is handling ongoing matters for Buyer or any of the Sold Companies. Buyer itself and its Subsidiaries) also further agrees agree that, in connection with any future dispute between Buyer, any of the Sold Companies and/or any of their respective Affiliates, on the one hand, and any of the Seller Group members, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective Affiliates, on the other hand, with respect to the transactions contemplated by this Agreement, as to all communications among STBXxxxxxxx & Xxxxx LLP and the Company, its Subsidiaries, and the Seller Stockholder Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and their respective Affiliates that relate in any way to the transactions contemplated by negotiations with Parent related to this Agreement, the attorney-client privilege and the expectation of client confidence belongs to the applicable Seller Stockholder Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and may be controlled by the applicable Seller Group member, Representative (on behalf of the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, Stockholder Group) and shall will not pass to or be claimed by Buyer Parent, the Company or any of its AffiliatesSubsidiaries. In the event that a dispute arises between Parent, the Company or any of its Subsidiaries and a third party other than a party to this Agreement after the Closing, the Company and its Subsidiaries shall notify the Stockholder Group if such third party seeks disclosure of confidential communications by Xxxxxxxx & Xxxxx LLP that fall within the privilege that the Stockholder Group has retained as described in the previous sentence; the Stockholder Group, as holder of any such attorney-client privilege, will direct the Company or any Subsidiary whether to assert the attorney-client privilege on its behalf, or whether to waive such privilege.

Provision Respecting Legal Representation. (a) It is acknowledged by Buyer that each of the Seller Group Parties, on its, his or her own behalf and on behalf of its, his or her respective managers, directors, equityholders, members, partners, officers, employees and Affiliates, that the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. Company and certain of their respective Affiliates the Seller Representative have retained STB Xxxxxxxx & Xxxxx LLP (and its affiliated entity Xxxxxxxx & Xxxxx International LLP), Mishcon de Reya LLP and Squire Xxxxxx Xxxxx (UK) LLP (collectively, the “Retained Counsel”) to act as its their counsel in connection with the transactions contemplated hereby Transactions and that STB the Retained Counsel has not acted as counsel for any other party Party in connection with the transactions contemplated hereby Transactions and that none of the other parties Parties has the status of a client of STB the Retained Counsel for conflict of interest or any other purposes as a result thereof. Each The Purchaser and the Company and their respective Subsidiaries hereby agree, on their own behalf and on behalf of Seller their respective managers, directors, equityholders, members, partners, officers, employees and Buyer hereby agrees Affiliates, that, in the event that a dispute arises after the Closing between Buyer or any of the Sold CompaniesPurchaser, the Company, and/or its Subsidiaries on the one hand, and any of the Seller Group members, on the other hand, STB may represent such Seller Group member in such dispute even though the interests of such Seller Group member may be directly adverse to Buyer or any of the Sold Companies, and even though STB formerly may have represented each of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if STB, at the time of such dispute, is handling ongoing matters for Buyer or any of the Sold Companies. Buyer further agrees that, in connection with any future dispute between BuyerRepresentative, any of the Sold Companies Seller and/or any of their respective Affiliates, on the one other hand, the Retained Counsel may represent the Seller Representative, any Seller and/or any of their respective **** Confidential Treatment has been requested for certain redacted provisions of this exhibit. The redacted provisions are identified by asterisks and any enclosed by brackets. The confidential portions have been filed separately with the Securities and Exchange Commission Affiliates in such dispute even though the interests of the Seller Group membersRepresentative, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or such Seller or their respective Affiliates, on the other hand, with respect Affiliates may be directly adverse to the transactions contemplated by this AgreementPurchaser, the Company or its Subsidiaries, and even though the Retained Counsel may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Purchaser, the Company or any of their Subsidiaries. The Purchaser and the Company further agree that, as to all communications among STBthe Retained Counsel, the Seller Group membersRepresentative, any Affiliates of the Seller Representative, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and their respective Affiliates Company and/or its Subsidiaries that relate in any way to the transactions contemplated by this AgreementTransactions, the attorney-–client privilege and the expectation of client confidence belongs to the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and may be controlled by the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, Representative and shall not pass to or be claimed by Buyer the Purchaser, the Company or any of their Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between the Purchaser, the Company or any of their Subsidiaries and a third party (other than a Party to this Agreement or any of their respective Affiliates) after the Closing, the Company and its AffiliatesSubsidiaries may assert the attorney-client privilege to prevent disclosure of confidential communications by the Retained Counsel to such third party or the use thereof by the Retained Counsel in connection with its representation of a Party in such dispute; provided, however, that neither the Company nor its Subsidiaries may waive such privilege without the prior written consent of the Seller Representative.

Provision Respecting Legal Representation. It is acknowledged by Buyer that Purchaser (on its behalf and, from and after the Closing, on behalf of each member of the Seller Group membersCompany Group) hereby waives, the Sold Companiesand agrees to cause its Affiliates to waive, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates have retained STB to act as its counsel any conflicts that may arise in connection with JW representing the Sellers or any Seller Related Party after the Closing as such representation may relate to Purchaser, any member of the Company Group or the transactions contemplated hereby by this Agreement. Purchaser (on its behalf and, from and that STB has not acted as counsel for any other party in connection with after the transactions contemplated hereby and that none Closing, on behalf of the other parties has the status of a client of STB for conflict of interest or any other purposes as a result thereof. Each of Seller and Buyer Company Group) hereby agrees that, in the event that a dispute arises after the Closing between Buyer Purchaser or any member of the Sold CompaniesCompany Group, on the one hand, and Sellers or any of the Seller Group membersRelated Party, on the other hand, STB JW may represent such any or all of Sellers or any Seller Group member Related Party in such dispute even though the interests of such Sellers or the Seller Group member Related Parties may be directly adverse to Buyer or any of the Sold Companies, and even though STB formerly may have represented each of the Seller Group membersPurchaser, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if STB, at the time of such dispute, is handling ongoing matters for Buyer Company Group or any of the Sold Companies. Buyer further agrees that, in connection with any future dispute between Buyer, any of the Sold Companies and/or any of their respective Affiliates. In addition, all privileged communications by Sellers, any Company Group member or the Seller Related Parties that reasonably related to the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be privileged communications that belong solely to Sellers and the Seller Related Parties (and not Purchaser or any Company Group member). Without limiting the generality of the foregoing, upon and after the Closing, (i) Sellers and the Seller Related Parties (and not Purchaser, any Company Group member or their respective Affiliates) shall be the sole holders of the attorney-client privilege with respect to such protected communications, and none of Purchaser, the Company Group members or their respective Affiliates shall be a holder thereof, and (ii) to the extent that the files of JW in respect of such engagement constitute property of the client, only Sellers and the Seller Related Parties (and not Purchaser, the Company Group or their respective Affiliates) SHARE PURCHASE AND SALE AGREEMENT Page 57 shall hold such property rights. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser or any of its Affiliates, on the one hand, and any of the Seller Group members, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective Affiliatesa third party other than a Party, on the other hand, with respect to (i) any member of the transactions contemplated by this Agreement, as to all communications among STB, the Seller Company Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and their respective Affiliates that relate in any way to the transactions contemplated by this Agreement, may assert the attorney-client privilege to prevent disclosure of such privileged communications to such third party and the expectation (ii) NPH, on behalf of client confidence belongs to the applicable Seller Group memberitself and NTD, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and may be controlled by the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and shall not pass unreasonably withhold consent to a waiver of attorney-client privilege to permit the disclosure of privileged communications to Purchaser or be claimed by Buyer or any the Company Group in connection with the defense of its Affiliatessuch dispute. [Remainder of page intentionally left blank. Signature page follows.] SHARE PURCHASE AND SALE AGREEMENT Page 58

Provision Respecting Legal Representation. It is acknowledged Each of the parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates, that Xxxxxxxx LLP (“Honigman”) may serve as counsel to each and any member of the Company Group in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby, Honigman (or any successor law firm) may serve as counsel to any Stockholder or any director, member, partner, officer, employee or Affiliate of any Stockholder, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by Buyer this Agreement, and each of the parties hereto hereby consents thereto and waives any conflict of interest arising therefrom, and each of such parties shall cause any Affiliate thereof to consent to and waive any conflict of interest arising from such representation. The Purchaser further agrees, on its own behalf and on behalf of its Affiliates, including (following the Closing) the Company Group, that each in the event Stockholder Representative assumes the defense of a third-party claim brought against a member of the Company Group in accordance with this Agreement, notwithstanding that Honigman may be representing a member of the Company Group in connection with such third-party claim, the Purchaser waives any claim of conflict of interest with respect to Xxxxxxxx’x representation of the Seller Group membersin connection with any dispute between the Purchaser and the Seller Group, including in connection with disputes under this Agreement, other than any dispute related to the Sold Companiesspecific third party claim itself. Each of the parties to this Agreement hereby irrevocably acknowledges and agrees that all communications prior to the Closing between any Acquired Company and the Stockholders or any other member of the Company Group, Silver Lake Partners IIIon the one hand, L.P.and their external legal counsel, Silver Lake Sumeru Fundincluding but not limited to Honigman, L.P. and certain of their respective Affiliates have retained STB to act as its counsel on the other hand, made in connection with the transactions negotiation, preparation, execution, delivery and performance under, or any dispute or proceeding arising out of or relating to, this Agreement, any agreements contemplated hereby and that STB has not acted as counsel for any other party in connection with by this Agreement or the transactions contemplated hereby and that none or thereby, or any matter relating to any of the other parties has foregoing, are privileged communications between the status of a client of STB for conflict of interest or any other purposes as a result thereofAcquired Companies and the Company Group and such counsel (collectively, the “Privileged Communications”). Each of Seller and Buyer hereby agrees thatNotwithstanding the foregoing, in the event that a dispute arises after between the Closing between Buyer Purchaser or the Acquired Companies and a third party other than a party to this Agreement or any of the Sold Companies, on the one hand, and any of the Seller Group members, on the other hand, STB may represent such Seller Group member in such dispute even though the interests of such Seller Group member may be directly adverse to Buyer or any of the Sold Companies, and even though STB formerly may have represented each of the Seller Group membersStockholder, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain Acquired Companies may assert the attorney or solicitor-client privilege to prevent disclosure of their respective Affiliates in a matter substantially related confidential communications by Honigman to such disputethird party; provided, however, that this sentence shall the Acquired Companies may not apply if STB, at waive such privilege without the time of such dispute, is handling ongoing matters for Buyer or any prior written consent of the Sold Companies. Buyer further agrees that, in connection with any future dispute between Buyer, any of the Sold Companies and/or any of their respective Affiliates, on the one hand, and any of the Seller Group members, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective Affiliates, on the other hand, with respect to the transactions contemplated by this Agreement, as to all communications among STB, the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and their respective Affiliates that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and may be controlled by the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and shall not pass to or be claimed by Buyer or any of its AffiliatesStockholders Representative.

Provision Respecting Legal Representation. It is acknowledged by Buyer that each Each of the Seller Group parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, the Sold Companiespartners, Silver Lake Partners IIIofficers, L.P.employees and Affiliates, Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates have retained STB to act as its counsel in connection with the transactions contemplated hereby and that STB has not acted DLA Piper LLP (US) is serving as counsel for any other party in connection with to Seller, and may serve as counsel to Seller’s Affiliates (individually and collectively, the transactions contemplated hereby and that none of the other parties has the status of a client of STB for conflict of interest or any other purposes as a result thereof. Each of “Seller and Buyer hereby agrees that, in the event that a dispute arises after the Closing between Buyer or any of the Sold CompaniesGroup”), on the one hand, and any of the Seller Group membersAcquired Company, on the other hand, STB in connection with the negotiation, preparation, execution and delivery of this Agreement prior to Closing and the consummation of the transactions contemplated hereby, and that, following Closing and consummation of the transactions contemplated hereby, DLA Piper LLP (US) (or any successor) may represent such serve as counsel to the Seller Group member in such dispute even though (which will no longer include the interests of such Seller Group member may be directly adverse to Buyer Acquired Company) or any of the Sold Companiesdirector, and even though STB formerly may have represented each member, partner, officer, employee or Affiliate of the Seller Group members, (which will no longer include the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if STB, at the time of such dispute, is handling ongoing matters for Buyer or any of the Sold Companies. Buyer further agrees thatAcquired Company), in connection with any future dispute between Buyerlitigation, any claim or obligation arising out of the Sold Companies and/or any of their respective Affiliates, on the one hand, and any of the Seller Group members, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective Affiliates, on the other hand, with respect or relating to this Agreement or the transactions contemplated by this AgreementAgreement notwithstanding such representation, as and each of the parties hereto hereby consents thereto and waives any conflict of interest arising therefrom, and each of such parties shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. In addition, all communications among STB, the involving attorney-client confidences between Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and their respective its Affiliates that relate in any way pertain directly to the negotiation, documentation and consummation of the transactions contemplated by this Agreementhereby shall be deemed to be attorney-client confidences that belong solely to Seller and its Affiliates (and not the Acquired Company). Accordingly, neither Buyer nor any of its Affiliates or Representatives shall have access to any such communications, or to the files of DLA Piper LLP (US) relating to such engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) Seller and its Affiliates (and not the Acquired Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and the expectation of client confidence belongs Acquired Company shall not be a holder thereof, (b) to the applicable extent that files of DLA Piper LLP (US) in respect of such engagement constitute property of the client, only Seller Group member, and its Affiliates (and not the applicable Sold Acquired Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be) shall hold such property rights, and may be controlled (c) DLA Piper LLP (US) shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Acquired Company by reason of any attorney-client relationship between DLA Piper LLP (US) and the applicable Seller Group member, the applicable Sold Acquired Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and shall not pass to or be claimed by Buyer or any of its Affiliates.

Provision Respecting Legal Representation. It is acknowledged by Buyer that each Each of the Seller Group parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, the Sold Companiespartners, Silver Lake Partners IIIofficers, L.P.employees and Affiliates, Silver Lake Sumeru Fundthat Xxxxxx & Xxxxxxx LLP is serving as counsel to certain Sellers, L.P. and certain may serve as counsel to each and any Seller, and each of their respective Affiliates have retained STB to act as its counsel in connection with (individually and collectively, the transactions contemplated hereby and that STB has not acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties has the status of a client of STB for conflict of interest or any other purposes as a result thereof. Each of “Seller and Buyer hereby agrees that, in the event that a dispute arises after the Closing between Buyer or any of the Sold CompaniesGroup”), on the one hand, and any of the Seller Group membersCompany, on the other hand, STB in connection with the negotiation, preparation, execution and delivery of this Agreement prior to Closing and the consummation of the transactions contemplated hereby, and that, following Closing and consummation of the transactions contemplated hereby, Xxxxxx & Xxxxxxx LLP (or any successor) may represent such serve as counsel to the Seller Group member in such dispute even though (which will no longer include the interests of such Seller Group member may be directly adverse to Buyer Company Members) or any of the Sold Companiesdirector, and even though STB formerly may have represented each member, partner, officer, employee or Affiliate of the Seller Group members, (which will no longer include the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if STB, at the time of such dispute, is handling ongoing matters for Buyer or any of the Sold Companies. Buyer further agrees thatCompany Members), in connection with any future dispute between Buyerlitigation, any claim or obligation arising out of the Sold Companies and/or any of their respective Affiliates, on the one hand, and any of the Seller Group members, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective Affiliates, on the other hand, with respect or relating to this Agreement or the transactions contemplated by this AgreementAgreement notwithstanding such representation, as and each of the parties hereto hereby consents thereto and waives any conflict of interest arising therefrom, and each of such parties shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. In addition, all communications among STB, involving attorney-client confidences between any Sellers (including the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. Representative) and their respective Affiliates that relate in any way which pertain directly to the negotiation, documentation and consummation of the transactions contemplated by this Agreementhereby shall be deemed to be attorney-client confidences that belong solely to such Sellers and their Affiliates (and not the Company). Without limiting the generality of the foregoing, upon and after the Closing, (a) the applicable Sellers and their Affiliates (and not the Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and the expectation of client confidence belongs Company shall not be a holder thereof, (b) to the applicable Seller Group memberextent that files of Xxxxxx & Xxxxxxx LLP in respect of such engagement constitute property of the client, only the applicable Sold Sellers and their Affiliates (and not the Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be) shall hold such property rights, and may be controlled (c) Xxxxxx & Xxxxxxx LLP shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Company by reason of any attorney-client relationship between Xxxxxx & Xxxxxxx LLP and the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and shall not pass to or be claimed by Buyer or any of its Affiliates.

Provision Respecting Legal Representation. (a) It is acknowledged by Buyer each Party that each of the Seller Group membersSeller, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. Acquired Companies and certain of their respective Affiliates have retained STB Sidley Austin LLP and Xxxxxx Xxxxxxx Xxxxxx & Xxxxxxxx LLP (collectively, “Seller Counsel”) to act as its their counsel in connection with the transactions contemplated Transactions and the Ancillary Agreements. The Parties hereby and that STB has not acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties has the status of a client of STB for conflict of interest or any other purposes as a result thereof. Each of Seller and Buyer hereby agrees agree that, in the event that a dispute arises after the Closing between Buyer or Buyer, any of the Sold CompaniesAcquired Company, and/or their Affiliates, on the one hand, and any of the Seller Group membersand/or its Affiliates, on the other hand, STB Seller Counsel may represent such Seller Group member and its Affiliates in such dispute even though the interests of such Seller Group member and its Affiliates may be directly adverse to Buyer Buyer, the Acquired Companies or any of the Sold Companiestheir respective Affiliates, and even though STB formerly Seller Counsel may have represented each of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates an Acquired Company in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if STB, at the time of such dispute, is or may be handling ongoing matters for Buyer Buyer, any Acquired Company or any of the Sold Companiestheir Affiliates. Buyer further agrees that, in connection with any future dispute between Buyeras to all communications among Seller Counsel, Seller, any of the Sold Companies Acquired Company, and/or any of their respective Affiliates, on the one hand, and or any of the Seller Group membersthem, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective Affiliates, on the other hand, with respect that relate primarily to the transactions contemplated by this Agreement, as to all communications among STBTransactions and the Ancillary Agreements (collectively, the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and their respective Affiliates that relate in any way to the transactions contemplated by this Agreement“Privileged Communications”), the attorney-client privilege and the expectation of client confidence belongs to the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and may be controlled by the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and shall not pass to or be claimed by Buyer Buyer, the Acquired Companies or any of their Affiliates. The Privileged Communications are the property of Seller, and from and after the Closing, none of the Acquired Companies, their Affiliates, or any Person purporting to act on behalf of or through any Acquired Company or its Affiliates will seek to obtain such communications, whether by seeking a waiver of the attorney-client privilege or through other means. As to any such Privileged Communications made prior to the Closing, Buyer and the Acquired Companies, together with any of their respective Affiliates, successors and assigns, further agree that no such party may use or rely on any of the Privileged Communications in any Legal Proceeding against or involving any of the Parties after the Closing. The Privileged Communications may be used by Seller in connection with any dispute that relates in any way to the Transactions and the Ancillary Agreements. Notwithstanding the foregoing, in the event that a dispute arises after the Closing between Buyer, any Acquired Company or any of their Affiliates and any Person who is not a Party to this Agreement or an Affiliate of a Party to this Agreement, each Acquired Company and its Affiliates may assert the attorney-client privilege to prevent disclosure of confidential communications by Seller Counsel, or any of them, to such non-Party or Affiliate thereof; provided, however, that none of the Acquired Companies nor their Affiliates may waive such privilege without the prior written consent of Seller.

Provision Respecting Legal Representation. It is acknowledged by Buyer that each of the Seller Group Parties, on its own behalf and on behalf of its respective managers, directors, equityholders, members, partners, officers, employees and Affiliates, that the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. Company and certain of their respective Affiliates the Seller have retained STB Xxxxxxxx & Xxxxx LLP and its affiliated entity Xxxxxxxx & Xxxxx International LLP (the “Retained Counsel”) to act as its their counsel in connection with the transactions contemplated hereby Transactions and that STB the Retained Counsel has not acted as counsel for any other party Party in connection with the transactions contemplated hereby Transactions and that none of the other parties Parties has the status of a client of STB the Retained Counsel for conflict of interest or any other purposes as a result thereof. Each The Purchaser Parties and the Company and their respective Subsidiaries hereby agree, on their own behalf and on behalf of Seller their respective managers, directors, equityholders, members, partners, officers, employees and Buyer hereby agrees Affiliates, that, in the event that a dispute arises after the Closing between Buyer or any of the Sold CompaniesPurchaser, the Surviving Company, and/or its Subsidiaries on the one hand, and the Seller and/or any of the Seller Group membersits Affiliates, on the other hand, STB the Retained Counsel may represent such the Seller Group member and/or its Affiliates in such dispute even though the interests of such the Seller Group member or its Affiliates may be directly adverse to Buyer the Purchaser, the Surviving Company or any of the Sold Companiesits Subsidiaries, and even though STB formerly the Retained Counsel may have represented each of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates Acquired Companies in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if STB, at the time of such dispute, is or may be handling ongoing matters for Buyer the Purchaser, the Surviving Company or any of their Subsidiaries. The Purchaser and the Sold Companies. Buyer Company further agrees agree that, in connection with any future dispute between Buyer, any of the Sold Companies and/or any of their respective Affiliates, on the one hand, and any of the Seller Group members, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective Affiliates, on the other hand, with respect to the transactions contemplated by this Agreement, as to all communications among STBthe Retained Counsel, the Seller Group membersSeller, any Affiliates of the Seller, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and their respective Affiliates Company and/or its Subsidiaries that relate in any way to the transactions contemplated by this AgreementTransactions, the attorney-client privilege and the expectation of client confidence belongs to the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and may be controlled by the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and shall not pass to or be claimed by Buyer the Purchaser, the Surviving Company or any of their Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between the Purchaser, the Surviving Company or any of their Subsidiaries and a third party (other than a Party or any of their respective Affiliates) after the Closing, the Surviving Company and its AffiliatesSubsidiaries may assert the attorney-client privilege to prevent disclosure of confidential communications by the Retained Counsel to such third party or the use thereof by the Retained Counsel in connection with its representation of a Party in such dispute; provided, however, that neither the Surviving Company nor its Subsidiaries may waive such privilege without the prior written consent of the Seller.

Provision Respecting Legal Representation. It is acknowledged by Buyer that each of the Seller Group membersparties hereto that (a) each of the Company, the Sold CompaniesCompany Shareholders, Silver Lake Partners IIIMJM and the Shareholder Representative has retained Xxxxxxx Xxxxxxx & Xxxxxxxx LLP (“STB”) and Mitchell, L.P.Williams, Silver Lake Sumeru FundXxxxx, L.P. and certain of their respective Affiliates have retained STB Gates & Xxxxxxxx, P.L.L.C. (“Xxxxxxxx, Xxxxxxxx”) to act as its counsel in connection with the transactions contemplated hereby and that (b) Parent has retained STB has not acted to act as its antitrust counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties has the status hereby, including in connection with making an appropriate filing of a client of STB for Notification and Report Form or Forms pursuant to the HSR Act. Parent, Sister Sub, Merger Sub, the Company, the Company Shareholders, MJM and the Shareholder Representative (i) have each waived any conflict of interest or any other purposes as a result thereof. Each of Seller inherent in the representations set forth in the preceding sentence, and Buyer (ii) hereby agrees agree that, in the event that a dispute arises after the Closing between Buyer or any of Parent, the Sold CompaniesTransitory Surviving Corporation and/or the Surviving Company, on the one hand, and any of the Seller Group membersCompany Shareholders, MJM and/or the Shareholder Representative, on the other hand, each of STB and Xxxxxxxx, Xxxxxxxx may represent such Seller Group member any or all of the Company Shareholders, MJM and/or the Shareholder Representative in such dispute even though the interests of such Seller Group member the Company Shareholders, MJM and/or the Shareholder Representative may be directly adverse to Buyer Parent, the Transitory Surviving Corporation and the Surviving Company or any of the Sold Companiestheir respective Subsidiaries, and even though (x) STB represents Parent in connection with antitrust matters related to the transactions contemplated and (y) STB and Xxxxxxxx, Xxxxxxxx formerly may have represented each the Company or any of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates its Subsidiaries in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if STB, at the time of such dispute, is handling ongoing matters for Buyer or any of the Sold Companies. Buyer Parent further agrees that, in connection with any future dispute between BuyerParent, any of the Sold Companies and/or Transitory Surviving Corporation and the Surviving Company or any of their respective Affiliates, on the one hand, and any of the Seller Group membersCompany Shareholders, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or MJM the Shareholder Representative or their respective Affiliates, on the other hand, with respect to the transactions contemplated by this Agreement, as to all communications among STB, the Seller Group membersMitchell, Williams, the Sold CompaniesCompany, Silver Lake Partners IIIany of its or Subsidiaries and any Company Shareholders, L.P., Silver Lake Sumeru Fund, L.P. and their respective Affiliates MJM or the Shareholder Representative that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to the applicable Seller Group memberCompany Shareholder, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable AffiliateMJM or Shareholder Representative, as the case may be, and may be controlled by the applicable Seller Group memberCompany Shareholder, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable AffiliateMJM or Shareholder Representative, as the case may be, and shall not pass to or be claimed by Buyer Parent, the Transitory Surviving Corporation and the Surviving Company or any of its Affiliatesor their Subsidiaries.

Provision Respecting Legal Representation. It is acknowledged by Buyer each of the parties hereto that each of the Seller Group membersStockholder Representative, Company, the Sold CompaniesStockholders, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. their Subsidiaries and certain of their respective Affiliates GTCR LLC have retained STB Xxxxxxxx & Xxxxx LLP ("K&E") to act as its counsel in connection with the transactions contemplated hereby and that STB K&E has not acted as counsel for any other party hereto in connection with the transactions contemplated hereby and that none of the other parties hereto has the status of a client of STB K&E for conflict of interest or any other purposes as a result thereof. Each The Purchaser, Merger Sub, the Stockholder Representative, the Company, the Stockholders and their respective Subsidiaries hereby agree, on their own behalf and on behalf of Seller their respective directors, equityholders, members, partners, officers, employees and Buyer hereby agrees Affiliates, that, in the event that a dispute arises after the Closing between Buyer or any of the Sold CompaniesPurchaser, the Surviving Corporation, and/or its Subsidiaries on the one hand, and any of the Seller Group members, on the other hand, STB may represent such Seller Group member in such dispute even though the interests of such Seller Group member may be directly adverse to Buyer or any of the Sold Companies, and even though STB formerly may have represented each of the Seller Group membersStockholders, the Sold CompaniesStockholder Representative, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if STB, at the time of such dispute, is handling ongoing matters for Buyer GTCR LLC or any of the Sold Companies. Buyer further agrees that, in connection with any future dispute between Buyer, any of the Sold Companies and/or any of their respective Affiliates, on the one hand, and any of the Seller Group members, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective Affiliates, on the other hand, with respect K&E may represent the Stockholder Representative, the Stockholders, GTCR LLC and/or such Affiliates in such dispute even though the interests of the Stockholder Representative, the Stockholders, GTCR LLC and/or such Affiliates may be directly adverse to the transactions contemplated by this AgreementPurchaser, the Surviving Corporation or its Subsidiaries, and even though K&E may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Purchaser, the Surviving Corporation or any of their Subsidiaries. The Purchaser and Merger Sub further agree that, as to all communications among STBK&E, the Seller Group membersCompany, its Subsidiaries, the Sold CompaniesStockholder Representative, Silver Lake Partners IIIthe Stockholders, L.P., Silver Lake Sumeru Fund, L.P. and GTCR LLC and/or any of their respective Affiliates that relate in any way to the transactions contemplated by this Agreement, the attorney-–client privilege and the expectation of client confidence belongs to the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, Stockholders and may be controlled by the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, Stockholders and shall not pass to or be claimed by Buyer the Purchaser, the Surviving Corporation or any of their Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between the Purchaser, the Surviving Corporation or any of their Subsidiaries and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Closing, the Surviving Corporation and its AffiliatesSubsidiaries may assert the attorney–client privilege to prevent disclosure of confidential communications by K&E to such third party; provided, however, that neither the Surviving Corporation nor its Subsidiaries may waive such privilege without the prior written consent of the Stockholder Representative, on behalf of the Stockholders, and GTCR LLC.

Provision Respecting Legal Representation. It is acknowledged by Buyer that each Each of the Seller Group parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, the Sold Companiespartners, Silver Lake Partners IIIofficers, L.P.employees and Affiliates, Silver Lake Sumeru Fund, L.P. that Xxxxxxxx & Xxxxx LLP may serve as counsel to each and certain of any Stockholder or Optionholder and their respective Affiliates have retained STB to act as (collectively, the "Stockholder Group"), on the one hand, and the Company and its counsel Subsidiaries, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby hereby, and that STB has not acted that, following consummation of the transactions contemplated hereby, Xxxxxxxx & Xxxxx LLP (or any successor) may serve as counsel for to the Stockholder Group or any other party director, member, partner, officer, employee or Affiliate of the Stockholder Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated hereby and that none by this Agreement notwithstanding such prior representation of the other Company and its Subsidiaries and each of the parties hereto hereby consents thereto and waives any conflict of interest arising therefrom, and each of such parties will cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. Parent and the Company (on behalf of itself and its Subsidiaries) hereby (a) waive any claim they have or may have that Xxxxxxxx & Xxxxx LLP has the status of a client of STB for conflict of interest or any other purposes as a result thereof. Each of Seller is otherwise prohibited from engaging in such representation and Buyer hereby agrees (b) agree that, in the event that a dispute arises after the Closing between Buyer Parent, the Company or any Subsidiary and any member of the Sold CompaniesStockholder Group, on the one hand, and Xxxxxxxx & Xxxxx LLP may represent any member of the Seller Stockholder Group members, on the other hand, STB may represent such Seller Group member in such dispute even though the interests of such Seller Group member Person(s) may be directly adverse to Buyer Parent, the Company or any of the Sold Companies, its Subsidiaries and even though STB formerly Xxxxxxxx & Xxxxx LLP may have represented each of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates Company or its Subsidiaries in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if STB, at . Parent and the time Company (on behalf of such dispute, is handling ongoing matters for Buyer or any of the Sold Companies. Buyer itself and its Subsidiaries) also further agrees agree that, in connection with any future dispute between Buyer, any of the Sold Companies and/or any of their respective Affiliates, on the one hand, and any of the Seller Group members, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective Affiliates, on the other hand, with respect to the transactions contemplated by this Agreement, as to all communications among STBXxxxxxxx & Xxxxx LLP and the Company, its Subsidiaries, and the Seller Stockholder Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and their respective Affiliates that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to the applicable Seller Stockholder Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and may be controlled by the applicable Seller Group member, Representative (on behalf of the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, Stockholder Group) and shall will not pass to or be claimed by Buyer Parent, the Company or any of its AffiliatesSubsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between Parent, the Company or any of its Subsidiaries and a third party other than a party to this Agreement after the Closing, the Company and its Subsidiaries may assert the attorney-client privilege to prevent disclosure of confidential communications by Xxxxxxxx & Xxxxx LLP to such third party; provided, however, that neither the Company nor any such Subsidiary may waive such privilege without the prior written consent of the Representative (on behalf of the Stockholder Group).

Provision Respecting Legal Representation. It is acknowledged by Buyer each of the parties hereto that each of the Seller Group membersStockholder Representative, the Sold CompaniesCompany, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. their Subsidiaries and certain of their respective Affiliates GTCR LLC have retained STB K&E to act as its counsel in connection with the transactions contemplated hereby and that STB K&E has not acted as counsel for any other party hereto in connection with the transactions contemplated hereby and that none of the other parties hereto has the status of a client of STB K&E for conflict of interest or any other purposes as a result thereof. Each The Purchaser, the Merger Sub, the Stockholder Representative, the Company, and their respective Subsidiaries hereby agree, on their own behalf and on behalf of Seller their respective directors, equityholders, members, partners, officers, employees and Buyer hereby agrees affiliates, that, in the event that a dispute arises after the Closing between Buyer or any of the Sold CompaniesPurchaser, the Surviving Corporation, and/or its Subsidiaries on the one hand, and any of the Seller Group membersStockholder Representative, on the other hand, STB may represent such Seller Group member in such dispute even though the interests of such Seller Group member may be directly adverse to Buyer GTCR LLC or any of the Sold Companies, and even though STB formerly may have represented each of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if STB, at the time of such dispute, is handling ongoing matters for Buyer or any of the Sold Companies. Buyer further agrees that, in connection with any future dispute between Buyer, any of the Sold Companies and/or any of their respective Affiliates, on the one hand, and any of the Seller Group members, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective Affiliates, on the other hand, with respect K&E may represent the Stockholder Representative, GTCR LLC and/or such Affiliates in such dispute even though the interests of the Stockholder Representative, GTCR LLC and/or such Affiliates may be directly adverse to the transactions contemplated by this AgreementPurchaser, the Surviving Corporation or its Subsidiaries, and even though K&E may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Purchaser, the Surviving Corporation or any of their Subsidiaries. The Purchaser and the Merger Sub further agree that, as to all communications among STBK&E, the Seller Group membersCompany, its Subsidiaries, the Sold CompaniesStockholder Representative, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and GTCR LLC and/or any of their respective Affiliates that relate in any way to the transactions contemplated by this Agreement, the attorney-–client privilege and the expectation of client confidence belongs to the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, Stockholder Representative and may be controlled by the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, Stockholder Representative and shall not pass to or be claimed by Buyer the Purchaser, the Surviving Corporation or any of their Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between the Purchaser, the Surviving Corporation or any of their Subsidiaries and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Closing, the Surviving Corporation and its AffiliatesSubsidiaries may assert the attorney–client privilege to prevent disclosure of confidential communications by K&E to such third party; provided, however, that neither the Surviving Corporation nor its Subsidiaries may waive such privilege without the prior written consent of the Stockholder Representative and GTCR LLC.

Provision Respecting Legal Representation. It is acknowledged by Buyer each of the parties hereto that each of the Seller Group membersStockholder Representative, the Sold CompaniesCompany, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. their Subsidiaries and certain of their respective Affiliates Onex have retained STB K&E to act as its counsel in connection with the transactions contemplated hereby and that STB K&E has not acted as counsel for any other party hereto in connection with the transactions contemplated hereby and that none of the other parties hereto has the status of a client of STB K&E for conflict of interest or any other purposes as a result thereof. Each The Purchaser, the Merger Sub, the Stockholder Representative, the Company, and their respective Subsidiaries hereby agree, on their own behalf and on behalf of Seller their respective directors, equityholders, members, partners, officers, employees and Buyer hereby agrees affiliates, that, in the event that a dispute arises after the Closing between Buyer or any of the Sold CompaniesPurchaser, the Surviving Corporation, and/or its Subsidiaries on the one hand, and any of the Seller Group membersStockholder Representative, on the other hand, STB may represent such Seller Group member in such dispute even though the interests of such Seller Group member may be directly adverse to Buyer Onex or any of the Sold Companies, and even though STB formerly may have represented each of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if STB, at the time of such dispute, is handling ongoing matters for Buyer or any of the Sold Companies. Buyer further agrees that, in connection with any future dispute between Buyer, any of the Sold Companies and/or any of their respective Affiliates, on the one hand, and any of the Seller Group members, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective Affiliates, on the other hand, with respect K&E may represent the Stockholder Representative, Onex and/or such Affiliates in such dispute even though the interests of the Stockholder Representative, Onex and/or such Affiliates may be directly adverse to the transactions contemplated by this AgreementPurchaser, the Surviving Corporation or its Subsidiaries, even though K&E may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Purchaser, the Surviving Corporation or any of their Subsidiaries. The Purchaser and the Merger Sub further agree that, as to all communications among STBK&E, the Seller Group membersCompany, its Subsidiaries, the Sold CompaniesStockholder Representative, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and Onex and/or any of their respective Affiliates that relate in any way with respect to the negotiation, documentation and consummation of the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, Stockholder Representative and may be controlled by the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, Stockholder Representative and shall not pass to or be claimed by Buyer the Purchaser, the Surviving Corporation or any of their Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between the Purchaser, the Surviving Corporation or any of their Subsidiaries and a Third Party after the Closing, the Surviving Corporation and its AffiliatesSubsidiaries may assert the attorney-client privilege to prevent disclosure of confidential communications by K&E to such Third Party; provided, however, that neither the Surviving Corporation nor its Subsidiaries may waive such privilege without the prior written consent of the Stockholder Representative and Onex.

Provision Respecting Legal Representation. It is acknowledged by Buyer each of the parties that each of the Seller Group membersSeller, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. Partnership and certain affiliates of their respective Affiliates Xxxxxxx & Xxxxxxxx LLC who are Unitholders have retained STB Xxxxxxx Xxxxxxx & Xxxxxxxx LLP (“STB”) to act as its counsel in connection with the transactions contemplated hereby and that STB has not acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties has the status of a client of STB for conflict of interest or any other purposes as a result thereof. Each of Seller the Parent Parties, Seller, the Partnership and Buyer Sunbeam Primary hereby agrees that, in the event that a dispute arises after the Closing between Buyer the Parent Parties, the General Partner, the Surviving Corporation, Sunbeam Primary or any of the Sold Companiestheir respective Subsidiaries, on the one hand, and any of the Seller Group membersUnitholders and/or Seller, on the other hand, STB may represent such any or all of the Unitholders and/or Seller Group member in such dispute even though the interests of such the Unitholders and/or Seller Group member may be directly adverse to Buyer the Parent Parties, the General Partner, the Surviving Corporation, Sunbeam Primary or any of the Sold Companiestheir respective Subsidiaries, and even though STB formerly may have represented each of the Seller Group membersGeneral Partner, the Sold CompaniesPartnership, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain Sunbeam Primary and/or any of their respective Affiliates Subsidiaries in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if STB, at the time of such dispute, is handling ongoing matters for Buyer or the Parent Parties, the General Partner, the Surviving Corporation, Sunbeam Primary and/or any of their respective Subsidiaries. Each of the Sold Companies. Buyer further General Partner, the Partnership (on behalf of itself and the Surviving Corporation), Sunbeam Primary, and the Parent Parties acknowledges and agrees that, in connection with any future dispute between Buyerthe Parent Parties, any of the Sold Companies General Partner, the Surviving Corporation, Sunbeam Primary and/or any of their respective Affiliates, on the one hand, and any of the Unitholders, Seller Group members, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective Affiliates, on the other hand, with respect to the transactions contemplated by this Agreement, as to all communications among STB, the Seller Group membersSeller, the Sold CompaniesGeneral Partner, Silver Lake Partners IIIthe Partnership, L.P., Silver Lake Sumeru Fund, L.P. and their respective Affiliates Sunbeam Primary any of the Partnership’s Subsidiaries and/or any Unitholder that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. Unitholder and/or the applicable AffiliateSeller, as the case may be, and may be controlled by the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. such Unitholder and/or the applicable AffiliateSeller, as the case may be, and shall not pass to or be claimed by Buyer the Parent Parties, the General Partner, the Surviving Corporation, Sunbeam Primary or any of its their respective Affiliates.

Provision Respecting Legal Representation. It is acknowledged by Buyer Each of the Parties hereby agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates, that each of the Xxxxxx & Xxxxxxx LLP, Xxxxxxxxxx Xxxxxxx LLP and Xxxxxx LLP is serving as counsel to Seller Group membersand its Subsidiaries, and may serve as counsel to their respective equityholders and other Affiliates (individually and collectively, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates have retained STB to act as its counsel “Seller Group”) in connection with the transactions contemplated hereby negotiation, preparation, execution and that STB has not acted as counsel for any other party in connection with delivery of this Agreement prior to Closing and the transactions contemplated hereby and that none consummation of the other parties has the status of a client of STB for conflict of interest or any other purposes as a result thereof. Each of Seller Transactions, and Buyer hereby agrees that, in following Closing and consummation of the event that a dispute arises after the Closing between Buyer Transactions, Xxxxxx & Xxxxxxx LLP, Xxxxxxxxxx Xxxxxxx LLP or Xxxxxx LLP (or any of their respective successors) may serve as counsel to the Sold CompaniesSeller Group or any director, on the one handmember, and any partner, officer, employee or Affiliate of the Seller Group members, on the other hand, STB may represent such Seller Group member in such dispute even though the interests of such Seller Group member may be directly adverse to Buyer or any of the Sold Companies, and even though STB formerly may have represented each of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if STB, at the time of such dispute, is handling ongoing matters for Buyer or any of the Sold Companies. Buyer further agrees thatGroup, in connection with any future dispute between Buyerlitigation, any claim or obligation arising out of or relating to this Agreement or the Transactions notwithstanding such representation, and each of the Sold Companies and/or parties hereto hereby consents thereto and waives any conflict of their respective Affiliates, on the one handinterest arising therefrom, and each of such parties shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. In addition, all communications involving attorney-client confidences between any Seller Party (including Seller) and their Affiliates which pertain directly to the negotiation, documentation and consummation of the Transactions shall be deemed to be attorney-client confidences that belong solely to such Seller Group membersParties and their Affiliates (and not be part of the Business). Accordingly, Silver Lake Partners IIIthe Buyer Parties shall not have access to any such communications, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective Affiliates, on the other hand, with respect or to the transactions contemplated by this Agreementfiles of Xxxxxx & Xxxxxxx LLP, as Xxxxxxxxxx Xxxxxxx LLP or Xxxxxx LLP relating to all communications among STBsuch engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) the applicable Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. Parties and their respective Affiliates that relate in any way to shall be the transactions contemplated by this Agreement, sole holders of the attorney-client privilege and with respect to such engagement, (b) to the expectation extent that files of client confidence belongs to Xxxxxx & Xxxxxxx LLP, Xxxxxxxxxx Xxxxxxx LLP or Xxxxxx LLP in respect of such engagement constitute property of the client, only the applicable Seller Group member, Parties and their Affiliates (and not the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may beBuyer Parties) shall hold such property rights, and may be controlled (c) each of Xxxxxx & Xxxxxxx LLP, Xxxxxxxxxx Xxxxxxx LLP and Xxxxxx LLP shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Buyer Parties by the applicable reason of any attorney-client relationship between Seller Group memberand each of Xxxxxx & Xxxxxxx LLP, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, Xxxxxxxxxx Xxxxxxx and shall not pass to or be claimed by Buyer or any of its AffiliatesXxxxxx LLP. Section 11.15.

Provision Respecting Legal Representation. It is acknowledged by Buyer that each Each of Parent, Merger Sub and the Company (on its behalf and on behalf of the Seller Group membersSurviving Corporation) hereby waives, and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with STB representing any of the Sponsors, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of Company Stockholders or their respective Affiliates have retained STB (including the Equityholders’ Representative) after the Closing as such representation may relate to act as Parent, Merger Sub, the Company or any of its counsel in connection with Subsidiaries or the transactions contemplated hereby and that STB has not acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties has the status of a client of STB for conflict of interest or any other purposes as a result thereofby this Agreement. Each of Seller Parent, Merger Sub and Buyer the Company (on behalf of the Surviving Corporation) hereby agrees that, in the event that a dispute arises after the Closing between Buyer Parent, the Surviving Corporation or any of the Sold Companiestheir respective Subsidiaries, on the one hand, and any of the Seller Group membersEquityholders’ Representative, the Sponsors, the Company Stockholders or the Company Optionholders, on the other hand, STB may represent such Seller Group member any or all of the Equityholders’ Representative, the Sponsors, the Company Stockholders or Company Optionholders in such dispute even though the interests of such Seller Group member Equityholders’ Representative, the Sponsors, the Company Stockholders or Company Optionholders may be directly adverse to Buyer Parent, the Surviving Corporation or any of the Sold Companiestheir respective Affiliates, and even though STB formerly may have represented each the Company or any of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates its Subsidiaries in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if STB, at the time of such dispute, is handling ongoing matters for Buyer Parent, the Surviving Corporation or any of the Sold Companies. Buyer further agrees that, in connection with any future dispute between Buyer, any of the Sold Companies and/or any of their respective AffiliatesSubsidiaries. In addition, on all communications involving attorney-client confidences by the one handSponsors, and any Company Stockholders or their Affiliates in the course of the Seller Group membersnegotiation, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective Affiliates, on the other hand, with respect to documentation and consummation of the transactions contemplated by this Agreement, as hereby shall be deemed to all communications among STBbe attorney-client confidences that belong solely to such Sponsors and Company Stockholders (and not the Surviving Corporation or its Subsidiaries). Accordingly, the Seller Group membersSurviving Corporation and its Subsidiaries shall not have access to any such communications, or to the Sold Companiesfiles of STB relating to the engagement described in this Section 10.11, Silver Lake Partners IIIwhether or not the Closing shall have occurred. Without limiting the generality of the foregoing, L.P.upon and after the Closing, Silver Lake Sumeru Fund, L.P. (i) the Sponsors and the applicable Company Stockholders and their respective Affiliates that relate in any way to (and not the transactions contemplated by this Agreement, Surviving Corporation or its Affiliates) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the expectation of client confidence belongs Surviving Corporation or its Affiliates shall be a holder thereof, (ii) to the applicable Seller Group memberextent that the files of STB in respect of such engagement constitute property of the client, only the applicable Sold CompanySponsors, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or Company Stockholders and their Affiliates (and not the applicable Affiliate, as the case may be, Surviving Corporation or its Affiliates) shall hold such property rights and may be controlled by the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and (iii) STB shall not pass have no duty whatsoever to reveal or be claimed by Buyer disclose any such attorney-client communications or files to any of the Surviving Corporation or its AffiliatesAffiliates by reason of any attorney-client relationship between STB and any of the Surviving Corporation or its Affiliates or otherwise; provided, that no such Sponsors, Company Stockholder or Affiliate thereof may waive such privilege or exercise such property rights without the prior written consent of the Equityholders’ Representative, on behalf of all of the Sponsors and Company Stockholders.

Provision Respecting Legal Representation. It is acknowledged by Buyer that each Each of the Seller Group parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, managers, members, partners, officers, employees and Affiliates, that Xxxxxxxx LLP (“Honigman”) may serve as counsel to each and any member of the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates have retained STB to act as its counsel Securityholder Group in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby hereby, and that STB has not acted that, following consummation of the transactions contemplated hereby, Honigman (or any successor law firm) may serve as counsel for to any other party Securityholder or any director, manager, member, partner, officer, employee or Affiliate of any Securityholder, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated hereby by this Agreement, and that none each of the other parties has the status of a client of STB for hereto hereby consents thereto and waives any conflict of interest arising therefrom, and each of such parties shall cause any Affiliate thereof to consent to and waive any conflict of interest arising from such representation. Purchaser further agrees, on its own behalf and on behalf of its Affiliates, including the Securityholder Group following the Closing, that in the event the Securityholder Representative assumes the defense of a third-party claim brought against a member of the Securityholder Group in accordance with this Agreement, notwithstanding the fact that Honigman may be representing a member of the Securityholder Group in connection with such third-party claim, Purchaser waives any claim of conflict of interest with respect to Xxxxxxxx’x representation of the Securityholder Group in connection with any dispute between Purchaser and the Securityholder Group, including in connection with disputes under this Agreement, other than any dispute related to the specific third-party claim itself. Each of the parties to this Agreement hereby irrevocably acknowledges and agrees that all communications prior to the Closing between any Acquired Company and the Securityholders or any other purposes as a result thereof. Each of Seller and Buyer hereby agrees that, in the event that a dispute arises after the Closing between Buyer or any member of the Sold CompaniesSecurityholder Group, on the one hand, and any of the Seller Group memberstheir external legal counsel, including Honigman, on the other hand, STB may represent such Seller Group member made in such connection with the negotiation, preparation, execution, delivery and performance under, or any dispute even though or proceeding arising out of or relating to, this Agreement, any agreements contemplated by this Agreement or the interests of such Seller Group member may be directly adverse transactions contemplated hereby or thereby, or any matter relating to Buyer or any of the Sold foregoing, are privileged communications between the Acquired Companies and the Securityholder Group and such counsel (collectively, the “Privileged Communications”) and thereby property of the Securityholders, and from and after the Closing none of Purchaser, any Acquired Company or any Person purporting to act on behalf of or through Purchaser or any Acquired Company will seek to obtain or otherwise access such communications, whether by seeking a waiver of the attorney-client privilege or through any other means. As to any such Privileged Communications prior to the Closing Date, Purchaser and the Acquired Companies, and even though STB formerly may have represented each of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if STB, at the time of such dispute, is handling ongoing matters for Buyer or any of the Sold Companies. Buyer further agrees that, in connection together with any future dispute between Buyer, any of the Sold Companies and/or any of their respective Affiliates, Subsidiaries, successors or assigns, further agree that no such party may use or rely on the one hand, and any of the Seller Group members, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective Affiliates, on the other hand, with respect to the transactions contemplated by this Agreement, as to all communications among STB, the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and their respective Affiliates that relate Privileged Communications in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and may be controlled by the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and shall not pass to action against or be claimed by Buyer or involving any of its Affiliates.the parties thereto after the Closing. 66

Provision Respecting Legal Representation. It is acknowledged by Buyer that each of the Seller Group membersParties that the Company, the Sold CompaniesSeller Representative and Madison Dearborn Partners, Silver Lake Partners IIILLC, L.P.a Delaware limited liability company ("MDP"), Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates have retained STB Xxxxxxxx & Xxxxx LLP (and its affiliated entity Xxxxxxxx & Xxxxx International LLP), Madden, Jiganti, Xxxxx & Sinars LLP and Xxxxxxxxx & Xxxxxxx LLP (collectively, the "Retained Counsel") to act as its their counsel in connection with the transactions contemplated hereby Transactions and that STB the Retained Counsel has not acted as counsel for any other party hereto in connection with the transactions contemplated hereby Transactions and that none of the other parties Parties has the status of a client of STB the Retained Counsel for conflict of interest or any other purposes as a result thereof. Each Purchaser, XX Xxxxxxx and the Company and their respective Subsidiaries hereby agree, on their own behalf and on behalf of Seller their respective managers, directors, equityholders, members, partners, officers, employees and Buyer hereby agrees Affiliates, that, in the event that a dispute arises after the Closing between Buyer or any of Purchaser, XX Xxxxxxx, the Sold CompaniesCompany, and/or its Subsidiaries on the one hand, and any of the Seller Group membersRepresentative or any Seller, on the other hand, STB the Retained Counsel may represent such the Seller Group member Representative and any Seller in such dispute even though the interests of such the Seller Group member Representative or any Seller may be directly adverse to Buyer Purchaser, XX Xxxxxxx, the Company or any of the Sold Companiesits Subsidiaries, and even though STB formerly the Retained Counsel may have represented each of the Seller Group membersXX Xxxxxxx, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates Company or its Subsidiaries in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if STB, at the time of such dispute, is or may be handling ongoing matters for Buyer Purchaser, XX Xxxxxxx, the Company or any of the Sold Companiestheir Subsidiaries. Buyer Purchaser further agrees that, in connection with any future dispute between Buyer, any of the Sold Companies and/or any of their respective Affiliates, on the one hand, and any of the Seller Group members, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective Affiliates, on the other hand, with respect to the transactions contemplated by this Agreement, as to all communications among STBthe Retained Counsel, MDP, XX Xxxxxxx (prior to the Closing), the Seller Group members, Company (prior to the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and their respective Affiliates Closing) and/or its Subsidiaries that relate in any way to the transactions contemplated by this AgreementTransactions, the attorney-client privilege and the expectation of client confidence belongs to the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and may be controlled by the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, Sellers and shall not pass to or be claimed by Buyer Purchaser, XX Xxxxxxx, the Company or any of their Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser, XX Xxxxxxx, the Company or any of their Subsidiaries and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Closing, XX Xxxxxxx, the Company and its AffiliatesSubsidiaries may assert the attorney-client privilege to prevent disclosure of confidential communications by the Retained Counsel to such third party or the use thereof by the Retained Counsel in connection with its representation of a party in such dispute; provided, however, that neither XX Xxxxxxx, the Company nor its Subsidiaries may waive such privilege without the prior written consent of the Seller Representative.

Provision Respecting Legal Representation. It is acknowledged by Buyer that each Each of the Seller Group parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates, that Kxxxxxxx & Exxxx LLP may serve as counsel to the Sold CompaniesRepresentative, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. each and certain of any Unitholder and their respective Affiliates have retained STB to act as its counsel in connection with (individually and collectively, the transactions contemplated hereby and that STB has not acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties has the status of a client of STB for conflict of interest or any other purposes as a result thereof. Each of Seller and Buyer hereby agrees that, in the event that a dispute arises after the Closing between Buyer or any of the Sold Companies“Unitholder Group”), on the one hand, and any of the Seller Group membersCompany and its Subsidiaries, on the other hand, STB may represent such Seller Group member in such dispute even though connection with the interests negotiation, preparation, execution and delivery of such Seller Group member may be directly adverse to Buyer this Agreement and the consummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby, Kxxxxxxx & Exxxx LLP (or any successor) may serve as counsel to the Unitholder Group or any director, member, partner, officer, employee or Affiliate of the Sold Companies, and even though STB formerly may have represented each of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if STB, at the time of such dispute, is handling ongoing matters for Buyer or any of the Sold Companies. Buyer further agrees thatUnitholder Group, in connection with any future dispute between Buyerlitigation, any claim or obligation arising out of the Sold Companies and/or any of their respective Affiliates, on the one hand, and any of the Seller Group members, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective Affiliates, on the other hand, with respect or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such prior representation of the Company and its Subsidiaries, and each of the parties hereto hereby consents thereto and waives any conflict of interest arising therefrom, and each of such parties shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. Each of the parties to this Agreement hereby acknowledges and agrees that all communications prior to the Closing solely between the Unitholder Group and their external legal counsel, including but not limited to Kxxxxxxx & Exxxx LLP, made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or proceeding arising out of or relating to, this Agreement, as to all communications among STB, the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and their respective Affiliates that relate in any way to agreements contemplated by this Agreement or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications between the Unitholder Group and such counsel and thereby property of the Unitholder Group and from and after the Closing neither the Company, its Subsidiaries, nor any Person purporting to act on behalf of or through the Company or its Subsidiaries, will seek to obtain such communications, whether by this Agreement, seeking a waiver of the attorney-client privilege and the expectation of client confidence belongs to the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and may be controlled by the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and shall not pass to or be claimed by Buyer or through any of its Affiliatesother means.

Provision Respecting Legal Representation. It is acknowledged by Each of Parent, Buyer that each and Merger Sub and the Company (on its behalf and on behalf of the Seller Group membersSurviving Company) hereby waives, and agrees to cause its Affiliates to waive, any claim that it may have that Xxxxx Day has a conflict of interest that may arise in connection with Xxxxx Day representing any of the Sold Companiesholders of Company Membership Interests or their respective Affiliates (including the Holder Representative) after the Closing as such representation may relate to Parent, Silver Lake Partners IIIBuyer, L.P., Silver Lake Sumeru Fund, L.P. and certain Merger Sub or any of their respective Affiliates have retained STB to act as its counsel in connection with Subsidiaries or the transactions contemplated hereby and that STB has not acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties has the status of a client of STB for conflict of interest or any other purposes as a result thereofby this Agreement. Each of Seller Parent, Buyer and Buyer Merger Sub and the Company (on behalf of the Surviving Company) hereby agrees that, in the event that a dispute arises after the Closing between Buyer Parent, Buyer, the Surviving Company or any of the Sold Companiestheir respective Subsidiaries, on the one hand, and any the Holder Representative or the holders of the Seller Group membersCompany Membership Interests, on the other hand, STB Xxxxx Day may represent such Seller Group member any or all of the Holder Representative or the holders of Company Membership Interests in such dispute even though the interests of such Seller Group member Holder Representative or the holders of Company Membership Interests may be directly adverse to Buyer Parent, Buyer, the Surviving Company or any of the Sold Companiestheir respective Affiliates, and even though STB Xxxxx Day formerly may have represented each of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. Company and certain of their respective Affiliates its Subsidiaries in a matter substantially related to such dispute. In addition, all communications involving attorney-client confidences by the holders of Company Membership Interests or their respective Affiliates in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such holders of Company Membership Interests (and not the Surviving Company or its Subsidiaries). Accordingly, the Surviving Company and its Affiliates shall not have access to any such communications, or to the files of Xxxxx Day relating to the engagement described in this Section 9.16, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) the holders of Company Membership Interests and their respective Affiliates (and not the Surviving Company or its Affiliates) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Surviving Company or its Affiliates shall be a holder thereof, (b) to the extent that the files of Xxxxx Day in respect of such engagement constitute property of the client, only the holders of Company Membership Interests and their respective Affiliates (and not the Surviving Company or its Affiliates) shall hold such property rights and (c) Xxxxx Day shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to any of the Surviving Company or its Affiliates by reason of any attorney-client relationship between Xxxxx Day and any of the Surviving Company or its Affiliates or otherwise; provided, that none of the holders of Company Membership Interests or their Affiliates thereof may waive such privilege or exercise such property rights without the prior written consent of the Holder Representative, on behalf of all of the holders of Company Membership Interests. Notwithstanding the foregoing, in the event that a dispute arises between Parent, Buyer or the Surviving Company on the one hand and a third party other than a party to this Agreement on the other hand after the Closing, the Surviving Company may assert the attorney-client privilege to prevent disclosure of confidential communications by Xxxxx Day to such third party; provided, however, that this sentence shall the Surviving Company may not apply if STB, at waive such privilege without the time of such dispute, is handling ongoing matters for Buyer or any prior written consent of the Sold Companies. Buyer further agrees that, in connection with any future dispute between Buyer, any of the Sold Companies and/or any of their respective Affiliates, on the one hand, and any of the Seller Group members, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective Affiliates, on the other hand, with respect to the transactions contemplated by this Agreement, as to all communications among STB, the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and their respective Affiliates that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and may be controlled by the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and shall not pass to or be claimed by Buyer or any of its AffiliatesHolder Representative.

Provision Respecting Legal Representation. It is acknowledged by Buyer each of the parties hereto that each of the Seller Group membersCompany, NPC LLC and the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates Representative have retained STB Xxxxxxxx & Xxxxx LLP (“K&E”) to act as its counsel in connection with the transactions contemplated hereby and that STB K&E has not acted as counsel for any other party hereto in connection with the transactions contemplated hereby and that none of the other parties hereto has the status of a client of STB K&E for conflict of interest or any other purposes as a result thereof. Each of Seller The Purchaser, the Company and Buyer the Representative hereby agrees agree that, in the event that a dispute arises after the Closing between Buyer or any of the Sold CompaniesPurchaser and/or the Company, on the one hand, and any of the Seller Group membersRepresentative, on the other hand, STB may represent such Seller Group member in such dispute even though the interests of such Seller Group member may be directly adverse to Buyer NPC LLC or any of the Sold Companies, and even though STB formerly may have represented each of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if STB, at the time of such dispute, is handling ongoing matters for Buyer or any of the Sold Companies. Buyer further agrees that, in connection with any future dispute between Buyer, any of the Sold Companies and/or any of their respective Affiliates, on the one hand, and any of the Seller Group members, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective Affiliates, on the other hand, with respect K&E may represent the Representative, NPC LLC and/or such Affiliates in such dispute even though the interests of the Representative, NPC LLC and/or such Affiliates may be directly adverse to the transactions contemplated by this AgreementPurchaser, the Company or any of its Subsidiaries, and even though K&E may have represented the Company or any of its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Purchaser, the Company or any of their Subsidiaries. The Purchaser further agrees that, as to all communications among STBK&E, the Seller Group membersCompany, any of its Subsidiaries, the Sold CompaniesRepresentative, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and NPC LLC and/or any of their respective Affiliates that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, Representative and may be controlled by the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, Representative and shall not pass to or be claimed by Buyer the Purchaser, the Company or any of their Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between the Purchaser, the Company or any of their Subsidiaries and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Closing, the Company and its AffiliatesSubsidiaries may assert the attorney-client privilege to prevent disclosure of confidential communications by K&E to such third party; provided, however, that neither the Company nor any of its Subsidiaries may waive such privilege without the prior written consent of the Representative.

Provision Respecting Legal Representation. It is acknowledged by Buyer each of the parties hereto that each of the Seller Group membersStockholder Representative, the Sold CompaniesCompany, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. their Subsidiaries and certain of their respective Affiliates Onex have retained STB K&E to act as its counsel in connection with the transactions contemplated hereby and that STB K&E has not acted as counsel for any other party hereto in connection with the transactions contemplated hereby and that none of the other parties hereto has the status of a client of STB K&E for 79 conflict of interest or any other purposes as a result thereof. Each The Purchaser, the Merger Sub, the Stockholder Representative, the Company, and their respective Subsidiaries hereby agree, on their own behalf and on behalf of Seller their respective directors, equityholders, members, partners, officers, employees and Buyer hereby agrees affiliates, that, in the event that a dispute arises after the Closing between Buyer or any of the Sold CompaniesPurchaser, the Surviving Corporation, and/or its Subsidiaries on the one hand, and any of the Seller Group membersStockholder Representative, on the other hand, STB may represent such Seller Group member in such dispute even though the interests of such Seller Group member may be directly adverse to Buyer Onex or any of the Sold Companies, and even though STB formerly may have represented each of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if STB, at the time of such dispute, is handling ongoing matters for Buyer or any of the Sold Companies. Buyer further agrees that, in connection with any future dispute between Buyer, any of the Sold Companies and/or any of their respective Affiliates, on the one hand, and any of the Seller Group members, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective Affiliates, on the other hand, with respect K&E may represent the Stockholder Representative, Onex and/or such Affiliates in such dispute even though the interests of the Stockholder Representative, Onex and/or such Affiliates may be directly adverse to the transactions contemplated by this AgreementPurchaser, the Surviving Corporation or its Subsidiaries, even though K&E may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Purchaser, the Surviving Corporation or any of their Subsidiaries. The Purchaser and the Merger Sub further agree that, as to all communications among STBK&E, the Seller Group membersCompany, its Subsidiaries, the Sold CompaniesStockholder Representative, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and Onex and/or any of their respective Affiliates that relate in any way with respect to the negotiation, documentation and consummation of the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, Stockholder Representative and may be controlled by the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, Stockholder Representative and shall not pass to or be claimed by Buyer the Purchaser, the Surviving Corporation or any of their Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between the Purchaser, the Surviving Corporation or any of their Subsidiaries and a Third Party after the Closing, the Surviving Corporation and its Affiliates.Subsidiaries may assert the attorney-client privilege to prevent disclosure of confidential communications by K&E to such Third Party; provided, however, that neither the Surviving Corporation nor its Subsidiaries may waive such privilege without the prior written consent of the Stockholder Representative and Onex. 11.03

Provision Respecting Legal Representation. It is acknowledged by Buyer that each Each of the Seller Group parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, the Sold Companiespartners, Silver Lake Partners IIIofficers, L.P.employees and Affiliates, Silver Lake Sumeru Fund, L.P. that Skadden may serve as counsel to each and certain of their any Stockholder and its respective Affiliates have retained STB to act as (collectively, the “Stockholder Group”), on the one hand, and the Company and its counsel Subsidiaries, on the other hand, in connection with the transactions contemplated hereby negotiation, preparation, execution and that STB has not acted delivery of this Agreement and the consummation of the Transactions, and that, following consummation of the Transactions, Skadden (or any successor) may serve as counsel for to the Stockholder Group or any other party director, member, partner, officer, employee or Affiliate of the Stockholder Group, in connection with any Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby and that none Transactions notwithstanding its representation of the other Company and its Subsidiaries prior to the Closing, and each of the parties hereto hereby knowingly and irrevocably consents thereto and waives any conflict of interest arising therefrom, and each of such parties will cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. Each of Parent and the Company (on behalf of itself and its Subsidiaries) hereby knowingly and irrevocably (a) waive any claim they have or may have that Skadden has the status of a client of STB for conflict of interest or any other purposes as a result thereof. Each of Seller is otherwise prohibited from engaging in such representation and Buyer hereby agrees (b) agree that, in the event that a dispute arises after the Closing between Buyer Parent, the Company or any of the Sold Companies, on the one hand, its Subsidiaries and any member of the Seller Group membersStockholder Group, on the other hand, STB Skadden may represent such Seller any member of the Stockholder Group member in such dispute even though the interests of such Seller Group member Person(s) may be directly adverse to Buyer Parent, the Company or any of the Sold Companiesits Subsidiaries, and even though STB formerly Skadden may have represented each of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates Company or its Subsidiaries in a matter substantially related to such dispute. Parent and the Company (on behalf of itself and its Subsidiaries) also further agree that as to all privileged communications among any of Skadden, the Company, its Subsidiaries, and the Stockholder Group that relate in any way to the Transactions and the other documents contemplated hereby, shall be deemed privileged and confidential, and the attorney-client privilege and the expectation of client confidence shall belong exclusively to the Stockholder Group and shall be controlled by the Securityholder Representative (on behalf of the Stockholder Group) and will not pass to or be claimed by Parent, the Company or any of its Subsidiaries; provided, however, that this sentence such privileged communications shall not apply if STB, at be used by the time of such dispute, is handling ongoing matters for Buyer Securityholder Representative (or any Holders) against Parent in any adverse Proceeding. Neither the representation by Skadden of the Sold Companies. Buyer further agrees thatCompany, in connection with the Securityholder Representative or any future dispute between BuyerCompany representative, nor the inclusion of any other member of the Sold Companies and/or Stockholder Group, will be asserted as the sole basis for challenging a communication as privileged. Notwithstanding the foregoing, if a dispute arises after the Closing among Parent, Merger Sub, the Company or any of their respective Affiliates, on the one hand, and a third party (other than a party to this Agreement or any of the Seller Group members, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective Affiliates, ) on the other hand, with respect to the transactions contemplated by this AgreementCompany, as to all communications among STB, the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. Parent and their respective Affiliates that relate in any way to the transactions contemplated by this Agreement, Merger Sub may assert the attorney-client privilege and the expectation of client confidence belongs to the applicable Seller Group memberprivilege, the work product privilege or any other applicable Sold privilege or immunity from disclosure to prevent disclosure of confidential communications to such third party; provided that none of the Company, Silver Lake Partners IIIParent, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and may be controlled by the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and shall not pass to or be claimed by Buyer Merger Sub or any of its AffiliatesAffiliates may waive any such privilege without the prior written consent of the Securityholder Representative.

Provision Respecting Legal Representation. It is acknowledged by Buyer that each Purchaser agrees, on its own behalf and on behalf of the Purchaser Indemnified Persons, that, following the Closing, Manatt Xxxxxx & Xxxxxxxx LLP may serve as counsel to Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective and/or its Affiliates have retained STB to act as its counsel in connection with any matters related to this Agreement and the transactions contemplated hereby and that STB has not acted as counsel for hereby, including any other party in connection with litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated hereby by this Agreement and that none the Transaction Documents, notwithstanding any representation by Manatt Xxxxxx & Xxxxxxxx LLP prior to the Closing Date of the other parties Company. Purchaser and the Company hereby (i) waive any claim they have or may have that Manatt Xxxxxx & Xxxxxxxx LLP has the status of a client of STB for conflict of interest or any other purposes as a result thereof. Each of Seller is otherwise prohibited from engaging in such representation, and Buyer hereby agrees (ii) agree that, in the event that a dispute arises after the Closing between Buyer or any of Purchaser and/or the Sold CompaniesCompany, on the one hand, and Seller and/or any of the Seller Group membersits Affiliates, on the other hand, STB Manatt Xxxxxx & Xxxxxxxx LLP may represent such Seller Group member or any of its Affiliates in such dispute even though the interests of such Seller Group member Person(s) may be directly adverse to Buyer Purchaser or any of the Sold Companies, Company and even though STB formerly Manatt Xxxxxx & Xxxxxxxx LLP may have represented each of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates Company in a matter substantially related to such dispute. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser, the Company and a third party other than a party to this Agreement after the Closing, the Company may assert the attorney-client privilege to prevent disclosure of confidential communications by Manatt Xxxxxx & Xxxxxxxx LLP to such third party; provided, however, that this sentence shall not apply if STB, at neither Purchaser or the time Company may waive such privilege without the prior written consent of such dispute, is handling ongoing matters for Buyer or any of the Sold Companies. Buyer further agrees that, in connection with any future dispute between Buyer, any of the Sold Companies and/or any of their respective Affiliates, on the one hand, and any of the Seller Group members, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective Affiliates, on the other hand, with respect to the transactions contemplated by this Agreement, as to all communications among STB, the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and their respective Affiliates that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and may be controlled by the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and shall not pass to or be claimed by Buyer or any of its AffiliatesSeller.

Provision Respecting Legal Representation. It is acknowledged by Buyer each Party that each of the Seller Group membersSeller, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. Company and certain of their respective Affiliates have retained STB Xxxxxxxxxx Xxxxx Xxxxxx Xxxxxxx, LLP (together with any successor, “Brownstein”) to act as its their counsel in connection with the transactions contemplated hereby by this Agreement and that STB has not acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties has the status of a client of STB for conflict of interest or any other purposes as a result thereofTransaction Documents. Each of Seller and Buyer The Parties hereby agrees agree that, in the event that a dispute arises after the Closing between Buyer or any of Buyer, the Sold CompaniesCompany and/or their Affiliates, on the one hand, and any of the Seller Group membersand/or its Affiliates, on the other hand, STB Xxxxxxxxxx may represent such Seller Group member and its Affiliates in such dispute even though the interests of such Seller Group member and its Affiliates may be directly adverse to Buyer Buyer, the Company or any of the Sold Companiestheir respective Affiliates, and even though STB formerly Xxxxxxxxxx may have represented each of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates Company in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if STB, at the time of such dispute, is handling ongoing matters for Buyer or any of the Sold Companies. Buyer further acknowledges that such consent contemplated in the preceding sentence is voluntary and has been carefully considered and made after consultation with counsel. Buyer agrees that, in connection with any future dispute as to all communications between BuyerXxxxxxxxxx, any of on the Sold Companies one hand, and Seller, the Company, and/or any of their respective Affiliates, on the one hand, and any of the Seller Group members, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective Affiliates, on the other hand, with respect as they relate solely to the transactions contemplated by this Agreement, as to all Agreement and the other Transaction Documents and reflect attorney-client privileged communications among STB(collectively, the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and their respective Affiliates that relate in any way to the transactions contemplated by this Agreement“Privileged Communications”), the attorney-client privilege and the expectation of client confidence belongs to the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and may shall be controlled by the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and shall not pass to or be claimed by Buyer, the Company or any of their Affiliates. The Privileged Communications are the property of Seller, and from and after the Closing, none of the Company, its Affiliates, or any Person purporting to act on behalf of or through the Company or its Affiliates will seek to obtain such Privileged Communications by seeking a waiver of the attorney-client privilege by virtue of Xxxxxxxxxx’x joint representation of the Company and Seller. In furtherance of the foregoing, each Party agrees to take the steps necessary to ensure that the Privileged Communications remain subject to the attorney-client privilege and preserve the expectation of client confidences. As to any such Privileged Communications made prior to the Closing Date, Buyer and the Company, together with any of their respective Affiliates, successors and assigns, further agree that no such party may use or rely on any of the Privileged Communications in any Legal Proceeding, against or involving any of the Parties after the Closing. The Privileged Communications may be used by Seller in connection with any dispute that relates in any way to this Agreement or the Transaction Documents. Notwithstanding the foregoing, in the event that a dispute arises between Buyer, the Company or any of their Affiliates and a third party (other than a party to this Agreement or any of its respective Affiliates.) after the Closing, the Company and their Affiliates may assert and control the attorney–client privilege with regard to the Privileged Communications to prevent disclosure of such Privileged Communications to such third party; provided, however, that none of the Company nor their Affiliates may waive such privilege without the prior written consent of Seller. ** REMAINDER OF PAGE INTENTIONALLY LEFT BLANK **

Provision Respecting Legal Representation. It is acknowledged by Buyer each of the parties hereto that each of the Seller Group membersIMMCO, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. India Companies and certain of their respective Affiliates the Sellers have retained STB Xxxxxx Xxxxxx Xxxxxxx LLP (“AGG”) to act as its counsel in connection with the transactions contemplated hereby and that STB AGG has not acted as counsel for any other party hereto in connection with the transactions contemplated hereby and that none of the other parties hereto has the status of a client of STB AGG for conflict of interest or any other purposes as a result thereof. Each Buyer Parties, IMMCO, the India Companies, and the Sellers hereby agree for themselves and on behalf of Seller and Buyer hereby agrees their respective Affiliates that, in the event that a dispute arises after the Closing in connection with the transactions contemplated hereby between Buyer Parties, IMMCO or the India Companies or any of the Sold Companies, their Affiliates on the one hand, and any of the Seller Group members, on the other hand, STB may represent such Seller Group member in such dispute even though the interests of such Seller Group member may be directly adverse to Buyer Sellers or any of the Sold Companies, and even though STB formerly may have represented each of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if STB, at the time of such dispute, is handling ongoing matters for Buyer or any of the Sold Companies. Buyer further agrees that, in connection with any future dispute between Buyer, any of the Sold Companies and/or any of their respective Affiliates, on the one hand, and any of the Seller Group members, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective Affiliates, on the other hand, AGG may represent the Sellers and/or such Affiliates in such dispute even though the interests of the Sellers and/or such Affiliates may be directly adverse to Buyer Parties, IMMCO or the India Companies or any of their Affiliates, and even though AGG represented IMMCO and the India Companies in connection with respect the transactions contemplated hereby. Buyer Parties further agree that, as to all communications among AGG, IMMCO, the India Companies, the Sellers, and/or any of their respective Affiliates prior to the Closing that relate to the transactions contemplated by this Agreement, as to all communications among STBAgreement (collectively, the Seller Group members“Privileged Communications”), the Sold Companiesattorney–client privilege and the expectation of client confidence belongs to the Sellers exclusively and may be controlled by the Sellers and shall not pass to or be claimed by Buyer Parties, Silver Lake Partners IIIIMMCO or the India Companies or any of their Affiliates. The Privileged Communications are the property of the Sellers exclusively, L.P.and from and after the Closing none of IMMCO, Silver Lake Sumeru Fundthe India Companies or any of their Affiliates, L.P. or any Person purporting to act on behalf of or through IMMCO or any of its Affiliates will seek to obtain such communications, whether by seeking a waiver of the attorney-client privilege or through other means. As to any such Privileged Communications prior to the Closing Date, Buyer Parties, IMMCO and the India Companies together with any of their respective Affiliates, successors or assigns, further agree that no such party may use or rely on any of the Privileged Communications in any action against or involving any of the Sellers after the Closing. The Privileged Communications may be used by the Sellers and/or any of their respective Affiliates in connection with any dispute that relate relates in any way to the transactions contemplated by this Agreement, including in any claim for indemnification brought by Buyer Parties. Notwithstanding the attorney-client privilege and foregoing, in the expectation of client confidence belongs to the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. event that a dispute arises between Buyer Parties and/or IMMCO and/or the applicable Affiliate, as the case may be, India Companies and may be controlled by the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and shall not pass a third party (other than a party to or be claimed by Buyer this Agreement or any of its their respective Affiliates) after the Closing, IMMCO and/or the India Companies may assert the attorney–client privilege to prevent disclosure of confidential communications by AGG to such third party.

Provision Respecting Legal Representation. It is acknowledged by Buyer Each of the parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates, that each Xxxxxxxx & Xxxxx LLP may serve as counsel to the Seller and other members of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates have retained STB to act as its counsel in connection with the transactions contemplated hereby and that STB has not acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties has the status of a client of STB for conflict of interest or any other purposes as a result thereof. Each of Seller and Buyer hereby agrees that, in the event that a dispute arises after the Closing between Buyer or any of the Sold CompaniesGroup, on the one hand, and any of the Seller Group membersCompany, on the other hand, STB in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby, Xxxxxxxx & Xxxxx LLP (or any successor) may represent such serve as counsel to the Seller Group member in such dispute even though the interests of such Seller Group member may be directly adverse to Buyer or any of the Sold Companiesdirector, and even though STB formerly may have represented each member, partner, officer, employee or Affiliate of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if STB, at the time of such dispute, is handling ongoing matters for Buyer or any of the Sold Companies. Buyer further agrees thatGroup, in connection with any future litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such prior representation of the Company, and each of the parties hereto hereby consents thereto and waives any conflict of interest arising therefrom, and each of such parties shall cause any Affiliate thereof to consent to and waive any conflict of interest arising from such representation. The Purchaser further agrees, on its own behalf and on behalf of its Affiliates, including the Company following the Closing, that, in the event the Seller assumes the defense of a third party claim brought against the Company, notwithstanding that Xxxxxxxx & Xxxxx LLP may be representing the Company in connection with such third party claim, the Purchaser waives any claim of conflict of interest with respect to Xxxxxxxx & Xxxxx LLP’s representation of the Seller Group in connection with any dispute between Buyerthe Purchaser and the Seller, including in connection with disputes under this Agreement, other than any dispute related to the third party claim itself. Each of the Sold Companies and/or any of their respective Affiliatesparties to this Agreement hereby irrevocably acknowledges and agrees that all communications prior to the Closing between the Company and the Seller Group, on the one hand, and any of the Seller Group memberstheir external legal counsel, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective Affiliatesincluding but not limited to Xxxxxxxx & Xxxxx LLP, on the other hand, made in connection with respect to the negotiation, preparation, execution, delivery and performance under, or any dispute or proceeding arising out of or relating to, this Agreement, any agreements contemplated by this Agreement or the transactions contemplated by this Agreementhereby or thereby, as to all are privileged communications among STB, between the Company and the Seller Group membersand such counsel (collectively, the Sold Companies“Privileged Communications”) and thereby property of the Seller Group, Silver Lake Partners IIIand from and after the Closing neither the Company nor any Person purporting to act on behalf of or through the Company, L.P.will seek to obtain such communications, Silver Lake Sumeru Fund, L.P. and their respective Affiliates that relate in any way to the transactions contemplated including by this Agreement, seeking a waiver of the attorney-client privilege privilege. As to any such Privileged Communications prior to the Closing Date, the Purchaser and the expectation Company together with any of client confidence belongs to their respective Affiliates, successors or assigns, further agree that no such Person may use or rely on any of the applicable Privileged Communications in any action against or involving any of the Seller Group or any director, member, partner, officer, employee or Affiliate of the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and may be controlled by the applicable Seller Group member, after the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and shall not pass to or be claimed by Buyer or any of its AffiliatesClosing.

Provision Respecting Legal Representation. It is acknowledged by Buyer and the Company (each on behalf of itself and its Subsidiaries) hereby (a) waive any claim they have or may have that each of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates have retained STB to act as its counsel in connection with the transactions contemplated hereby and that STB Xxxxxxxx & Xxxxx LLP has not acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties has the status of a client of STB for conflict of interest or any other purposes as a result thereof. Each of Seller is otherwise prohibited from engaging in such representation and Buyer hereby agrees (b) agree that, in the event that a dispute arises after the Closing between Buyer Buyer, the Surviving Corporation or any Subsidiary and any Equityholder, Xxxxxxxx & Xxxxx LLP may represent any member of the Sold Companies, on the one hand, and any of the Seller Equityholder Group members, on the other hand, STB may represent such Seller Group member in such dispute even though the interests of such Seller Group member Person(s) may be directly adverse to Buyer Buyer, the Surviving Corporation or any of the Sold Companies, its Subsidiaries and even though STB formerly Xxxxxxxx & Xxxxx LLP may have represented each of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates Company or its Subsidiaries in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if STB, at the time of such dispute, is handling ongoing matters for Buyer or any of the Sold Companies. Buyer and the Company (each on behalf of itself and its Subsidiaries) also further agrees agree that, in connection with any future dispute between Buyer, any of the Sold Companies and/or any of their respective Affiliates, on the one hand, and any of the Seller Group members, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective Affiliates, on the other hand, with respect to the transactions contemplated by this Agreement, as to all legal communications prior to the Closing among STBXxxxxxxx & Xxxxx LLP and the Company, its Subsidiaries, and the Seller Equityholder Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and their respective Affiliates that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to the applicable Seller Equityholder Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and may shall be controlled by the applicable Seller Group member, Equityholders' Representative (on behalf of the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, Equityholder Group) and shall will not pass to or be claimed by Buyer Buyer, the Company or any of its AffiliatesSubsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between Buyer, the Company or any of its Subsidiaries and a third party other than a party to this Agreement after the Closing, the Company and its Subsidiaries may assert the attorney-client privilege to prevent disclosure of confidential communications by Xxxxxxxx & Xxxxx LLP to such third party; provided, however, that neither the Company nor any such Subsidiary may waive such privilege without the prior written consent of the Equityholders' Representative (on behalf of the Equityholder Group). Nothing in this Section 10.15 shall amend or modify that Letter Agreement re: Waiver of Conflict in Representation, dated July 15, 2021, by and among, Xxxxxxxx & Xxxxx LLP, Parent, the Company and the other parties thereto.

Provision Respecting Legal Representation. It is acknowledged by Buyer that each and the Company (on its behalf and on behalf of the Seller Company Group membersand the Sterling Company) hereby waives, and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with STB representing any of the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of Sellers or their respective Affiliates have retained STB (including the Sellers Representative) after the Closing as such representation may relate to act as its counsel in connection with Buyer, the Company Group or the Sterling Company or the transactions contemplated hereby and that STB has not acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties has the status of a client of STB for conflict of interest or any other purposes as a result thereofby this Agreement. Each of Seller Buyer and Buyer the Company (on behalf of itself and the Company Group and the Sterling Company) hereby agrees that, in the event that a dispute arises after the Closing between Buyer or any of the Sold Companiesits Affiliates, on the one hand, and any of the Seller Group membersSellers Representative and/or the Sellers, on the other hand, STB may represent such Seller Group member any or all of the Sellers Representative, the Sellers in such dispute even though the interests of such Seller Group member Sellers Representative and the Sellers may be directly adverse to Buyer or any of the Sold Companiesits respective Affiliates, and even though STB formerly may have represented each of the Seller Company Group members, and/or the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates Sterling Company in a matter substantially related to such dispute; provided. In addition, howeverall communications involving attorney-client confidences by the Sellers or their respective Affiliates in the course of, and to the extent relating to, the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that this sentence belong solely to the Sellers (and not the Company Group or the Sterling Company). Accordingly, the members of the Company Group, the Sterling Company and their respective Affiliates shall not apply if STBhave access to any such communications, at or to the time files of such disputeSTB relating to the engagement described in this Section 10.11, is handling ongoing matters for Buyer whether or any not the Closing shall have occurred. Without limiting the generality of the Sold Companies. Buyer further agrees thatforegoing, in connection with any future dispute between Buyerupon and after the Closing, any of (i) the Sold Companies and/or Sellers and their respective Affiliates (and not the Company Group, the Sterling Company or any of their respective Affiliates, on ) shall be the one hand, and any sole holders of the Seller Group members, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective Affiliates, on the other hand, with respect to the transactions contemplated by this Agreement, as to all communications among STB, the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and their respective Affiliates that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege with respect to such engagement, and none of the expectation members of client confidence belongs to the applicable Seller Group memberCompany Group, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and may be controlled by the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and shall not pass to or be claimed by Buyer Sterling Company or any of its their respective Affiliates shall be a holder thereof, (ii) to the extent that the files of STB in respect of such engagement constitute property of the client, only the Sellers and their respective Affiliates (and not the Company Group, the Sterling Company or any of their respective Affiliates) shall hold such property rights and (iii) STB shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to any of the members of the Company Group, the Sterling Company or any of their respective Affiliates by reason of any attorney-client relationship between STB and any of the members of the Company Group or the Sterling Company; provided, that none of the Sellers or their respect Affiliates may waive such privilege or exercise such property rights without the prior written consent of the Sellers Representative, on behalf of all of the Sellers.

Provision Respecting Legal Representation. It is acknowledged by Buyer that each Each of Parent and the Seller Group Acquired Companies hereby agrees, on its own behalf and on behalf of its directors, equityholders, members, the Sold Companiespartners, Silver Lake Partners IIIofficers, L.P.employees and Affiliates, Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates have retained STB to act as its counsel in connection with the transactions contemplated hereby and that STB has not acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties has the status of a client of STB for conflict of interest or any other purposes as a result thereof. Each of Seller and Buyer hereby agrees that, in the event that a dispute related to this Agreement or the transactions contemplated hereby arises after the Closing between Buyer or any of Parent and/or the Sold Acquired Companies, on the one hand, and Seller and/or their respective Affiliates, Xxxxxxxx & Xxxxx LLP (the “Current Legal Counsel”) may represent Seller, or any of the Seller Group its directors, managers, equityholders, members, on the other handpartners, STB may represent such Seller Group member officers, employees or Affiliates in such dispute even though the interests of such Seller Group member Persons may be directly adverse to Buyer Parent or any of the Sold CompaniesAcquired Company, and even though STB formerly the Current Legal Counsel may have represented each of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates Acquired Companies in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if STB, at the time of such dispute, is or may be handling ongoing matters for Buyer Parent or any of the Sold Acquired Companies. Buyer Parent further agrees that, in connection with any future dispute between Buyer, any of the Sold Companies and/or any of their respective Affiliates, on the one hand, and any of the Seller Group members, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective Affiliates, on the other hand, with respect to the transactions contemplated by this Agreement, as to all communications among STB, the Seller Group members, Current Legal Counsel and the Sold Acquired Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and Seller and/or any of their respective Affiliates that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and may be controlled by the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and shall not pass to or be claimed by Buyer Parent or the Acquired Companies. Notwithstanding the foregoing, in the event that a dispute arises between Parent or any Acquired Company and a third party (other than a party to this Agreement or any of its their respective Affiliates) after the Closing, the Acquired Companies may assert the attorney-client privilege to prevent disclosure of confidential communications by the Current Legal Counsel to such third party; provided, however, that no Acquired Company may waive such privilege without the prior written consent of Seller.

Provision Respecting Legal Representation. (a) It is acknowledged by Buyer that each of the Seller Group Parties, on its own behalf and on behalf of its respective managers, directors, equityholders, members, partners, officers, employees and Affiliates, that the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. Acquired Companies and certain of their respective Affiliates the Sellers have retained STB Xxxxxxxx & Xxxxx LLP (and its affiliated entity Xxxxxxxx & Xxxxx International LLP) (collectively, the "Retained Counsel") to act as its their counsel in connection with the transactions contemplated hereby Transactions and that STB the Retained Counsel has not acted as counsel for any other party Party in connection with the transactions contemplated hereby Transactions and that none of the other parties Parties has the status of a client of STB the Retained Counsel for conflict of interest or any other purposes as a result thereof. Each The Purchaser and the Acquired Companies and their respective Subsidiaries hereby agree, on their own behalf and on behalf of Seller their respective managers, directors, equityholders, members, partners, officers, employees and Buyer hereby agrees Affiliates, that, in the event that a dispute arises after the Closing between Buyer or any of the Sold CompaniesPurchaser, the Acquired Companies and/or their Subsidiaries, on the one hand, and the Sellers and/or any of the Seller Group memberstheir Affiliates, on the other hand, STB the Retained Counsel may represent such Seller Group member the Sellers and/or their Affiliates in such dispute even though the interests of such Seller Group member the Sellers or their Affiliates may be directly adverse to Buyer the Purchaser, the Acquired Companies or any of the Sold Companiestheir Subsidiaries, and even though STB formerly the Retained Counsel may have represented each of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates Acquired Companies in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if STB, at the time of such dispute, is or may be handling ongoing matters for Buyer the Purchaser, the Acquired Companies or any of the Sold Companies. Buyer further agrees that, in connection with any future dispute between Buyer, any of the Sold Companies and/or any of their respective Affiliates, on the one hand, and any of the Seller Group members, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective Affiliates, on the other hand, with respect to the transactions contemplated by this Agreement, as to all communications among STB, the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and their respective Affiliates that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and may be controlled by the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and shall not pass to or be claimed by Buyer or any of its AffiliatesSubsidiaries.

Provision Respecting Legal Representation. It is acknowledged by Buyer that each of the Seller Group membersparties hereto that the Company, Blocker, certain Equityholders and the Equityholder Representative have retained Xxxxxxxx & Xxxxx LLP (and its affiliated entity Xxxxxxxx & Xxxxx International LLP) (collectively, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates have retained STB "Retained Counsel") to act as its their counsel in connection with the transactions contemplated hereby Transactions and that STB the Retained Counsel has not acted as counsel for any other party hereto in connection with the transactions contemplated hereby Transactions and that none of the other parties hereto has the status of a client of STB the Retained Counsel for conflict of interest or any other purposes as a result thereof. Each Purchaser, Blocker and the Company and its Subsidiaries hereby agree, on their own behalf and on behalf of Seller their respective managers, directors, equityholders, members, partners, officers, employees and Buyer hereby agrees Affiliates, that, in the event that a dispute arises after the Closing between Buyer or any of Purchaser, Blocker, the Sold CompaniesCompany, and/or its Subsidiaries on the one hand, and the Equityholder Representative or any Equityholder or any of the Seller Group memberstheir Affiliates, on the other hand, STB (i) the Retained Counsel may represent such Seller Group member the Equityholder Representative and any Equityholder (and any of their Affiliates) in such dispute even though the interests of such Seller Group member the Equityholder Representative or any Equityholder (or any of their Affiliates) may be directly adverse to Buyer Purchaser, Blocker, the Company or any of the Sold Companiesits Subsidiaries, and even though STB formerly the Retained Counsel may have represented each of the Seller Group membersBlocker, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates Company or its Subsidiaries in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if STB, at the time of such dispute, is or may be handling ongoing matters for Buyer Purchaser, Blocker, the Company or any of the Sold Companiestheir Subsidiaries and (ii) no party to such dispute may retain Xxxxxxxxx in connection therewith. Buyer Purchaser further agrees that, in connection with any future dispute between Buyer, any of the Sold Companies and/or any of their respective Affiliates, on the one hand, and any of the Seller Group members, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective Affiliates, on the other hand, with respect to the transactions contemplated by this Agreement, as to all communications among STBthe Retained Counsel, Xxxxxxxxx & Xxxxxxx, LLP ("Xxxxxxxxx"), Equityholders, Blocker, the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and Company and/or any of their respective Affiliates that relate in any way to the transactions contemplated by this AgreementTransactions, the attorney-–client privilege (as it relates to both Xxxxxxxxx and the Retained Counsel) and the expectation of client confidence belongs to the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and may be controlled by the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, Equityholder Representative and shall not pass to or be claimed by Buyer Purchaser, Blocker, the Company or any of their Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between Purchaser, Blocker, the Company or any of their Subsidiaries and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Closing, Blocker, the Company and its AffiliatesSubsidiaries may assert the attorney-client privilege to prevent disclosure of confidential communications by the Retained Counsel or Xxxxxxxxx to such third party or the use thereof by the Retained Counsel or Xxxxxxxxx in connection with its representation of a party in such dispute; provided, however, that neither Blocker, the Company nor its Subsidiaries may waive such privilege without the prior written consent of the Equityholder Representative. The Retained Counsel shall be third-party beneficiaries of this Section 12.17.

Provision Respecting Legal Representation. It is acknowledged by Buyer that each of the Seller Group parties hereto, on its own behalf and on behalf of its respective managers, directors, equityholders, members, the Sold Companiespartners, Silver Lake Partners IIIofficers, L.P.employees and Affiliates, Silver Lake Sumeru Fund, L.P. that Parent and certain of their respective Affiliates Company Group have retained STB Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx LLP (the “Retained Counsel”) to act as its their counsel in connection with the transactions contemplated hereby Transactions and that STB has the Retained Counsel have not acted as counsel for any other party hereto in connection with the transactions contemplated hereby Transactions and that none of the other parties hereto has the status of a client of STB any of the Retained Counsel for conflict of interest or any other purposes as a result thereof. Each Buyer and its Subsidiaries hereby agree, on their own behalf and on behalf of Seller their respective directors, managers, equityholders, members, partners, officers, employees and Buyer hereby agrees Affiliates, that, in the event that a dispute arises after the Closing between Buyer or Buyer, any member of the Company Group and/or any of the Sold Companies, their Subsidiaries on the one hand, and Parent or any of the Seller Group membersits equityholders or Affiliates, on the other hand, STB any of the Retained Counsel may represent such Seller Group member Parent and any of its equityholders or Affiliates in such dispute even though the interests of such Seller Group member Parent or any of its equityholders or Affiliates may be directly adverse to Buyer Buyer, a member of the Company Group or any of the Sold Companiestheir Subsidiaries, and even though STB formerly such Retained Counsel may have represented each Parent and such member(s) of the Seller Company Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if STB, at the time of such dispute, is or may be handling ongoing matters for Buyer Buyer, a member of the Company Group or any of the Sold Companiestheir Subsidiaries. Buyer further agrees acknowledges that, in connection with any future dispute between Buyer, any of the Sold Companies and/or any of their respective Affiliates, on the one hand, and any of the Seller Group members, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective Affiliates, on the other hand, with respect to the transactions contemplated by this Agreement, as to all communications among STBthe Retained Counsel, Parent or any of its equityholders or Affiliates, or any member of the Seller Company Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and their respective Affiliates that relate in any way to the transactions Transactions contemplated by this Agreement, the attorney-–client privilege and the expectation of client confidence belongs to the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and may be controlled by the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may beParent, and shall not pass to or be claimed by Buyer or any member of the Company Group following the Closing. Notwithstanding the foregoing, in the event that a dispute arises between Buyer or any member of the Company Group and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Closing, such member of the Company Group may assert the attorney-client privilege to prevent disclosure of confidential communications by any of the Retained Counsel to such third party or the use thereof by such Retained Counsel in connection with its Affiliatesrepresentation of a party in such dispute; provided, however, that no member of the Company Group may waive such privilege without the prior written consent of Parent.

Provision Respecting Legal Representation. It is acknowledged by Buyer that each of the Seller Group members, parties hereto that the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates have Company has retained STB Ropes & Xxxx LLP (“Ropes”) to act as its counsel in connection with the transactions contemplated hereby Transactions and that STB Ropes has not acted as counsel for any other party hereto in connection with the transactions contemplated hereby and that none of Transactions (the other parties has the status of a client of STB for conflict of interest or any other purposes as a result thereof“Acquisition Engagement”). Each of Seller Acquirer and Buyer the Company hereby agrees that, in the event that a dispute arises after the Closing between Buyer Acquirer, the Surviving Corporation or any of the Sold Companiestheir respective subsidiaries, on the one hand, and any of the Seller Group membersCompany Securityholders, on the other hand, STB Ropes may represent such Seller Group member any or all of the Company Securityholders in such dispute even though the interests of such Seller Group member the Company Securityholders may be directly adverse to Buyer Acquirer, the Surviving Corporation or any of their respective subsidiaries, without the need for any future waiver or consent, and even though Ropes formerly may have represented the Company or any of the Sold Companies, and even though STB formerly may have represented each of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates Subsidiaries in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if STBRopes previously had handled or, at the time of such dispute, is handling any ongoing matters substantially related to such dispute for Buyer Acquirer, the Surviving Corporation or any of the Sold Companies. Buyer further agrees that, in connection with any future dispute between Buyer, any of the Sold Companies and/or any of their respective subsidiaries. To the extent that any communication between the Company or the Subsidiaries, on the one hand, and Ropes, on the other hand, directly relates to the Acquisition Engagement and such dispute, such communication shall, for so long as the confidentiality of such communication is preserved by the parties thereto, be deemed to be attorney-client confidences that belong solely to the Company Securityholders, and not the Company or Surviving Corporation (“Confidential Communications”). Neither Acquirer nor any of its Affiliates, including the Surviving Corporation, shall have access to (and Acquirer hereby waives, on behalf of each, any right of access it may otherwise have with respect to) any files or work product of Ropes, to the extent that they include Confidential Communications, whether or not the Closing occurs. Without limiting the generality of the foregoing, Acquirer acknowledges and agrees, for itself and on behalf of its Affiliates, including the Surviving Corporation, upon and after the Closing: (i) the Company Securityholders and Ropes shall be the sole holders of the attorney-client privilege with respect to the Confidential Communications, and neither Acquirer nor any of its Affiliates, including the Surviving Corporation, shall be a holder thereof, (ii) to the extent that files or work product of Ropes in respect of the Acquisition Engagement constitute property of the client, only the Company Securityholders shall hold such property rights and have the right to waive or modify such property rights with respect to the Confidential Communications and (iii) Ropes shall have no duty whatsoever to reveal or disclose any such Confidential Communications to Acquirer or any of its Affiliates, including the Surviving Corporation, by reason of any attorney-client relationship between Ropes and the Company or otherwise; provided that, to the extent any communication includes Confidential Communications, Ropes shall provide appropriately redacted versions of such communications, files or work product to Acquirer or its Affiliates, including the Surviving Corporation. Notwithstanding anything to the contrary in the foregoing, in the event that a dispute arises between any of Acquirer or the Surviving Corporation or their Affiliates, on the one hand, and any of the Seller Group members, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective AffiliatesCompany Securityholders, on the other hand, with respect to concerning the transactions matters contemplated by in this Agreement, as to all communications among STBAcquirer, for itself and on behalf of its Affiliates and the Surviving Corporation and its Affiliates, agrees that Acquirer, the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. Surviving Corporation and their respective Affiliates that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and may be controlled by the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and shall not pass offer into evidence or otherwise attempt to use or be claimed by Buyer or any of its Affiliatesassert Confidential Communications against the Company Securityholders.

Provision Respecting Legal Representation. It is acknowledged by Buyer that each Each of the Seller Group parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, the Sold Companiespartners, Silver Lake Partners IIIofficers, L.P.employees and Affiliates, Silver Lake Sumeru Fundthat Xxxxxx & Xxxxxxx LLP is serving as counsel to certain Sellers, L.P. and certain may serve as counsel to each and any Seller, and each of their respective Affiliates have retained STB to act as its counsel in connection with (individually and collectively, the transactions contemplated hereby and that STB has not acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties has the status of a client of STB for conflict of interest or any other purposes as a result thereof. Each of “Seller and Buyer hereby agrees that, in the event that a dispute arises after the Closing between Buyer or any of the Sold CompaniesGroup”), on the one hand, and any of the Seller Group membersCompany, on the other hand, STB in connection with the negotiation, preparation, execution and delivery of this Agreement prior to Closing and the consummation of the transactions contemplated hereby, and that, following Closing and consummation of the transactions contemplated hereby, Xxxxxx & Xxxxxxx LLP (or any successor) may represent such serve as counsel to the Seller Group member in such dispute even though (which will no longer include the interests of such Seller Group member may be directly adverse to Buyer Company Members) or any of the Sold Companiesdirector, and even though STB formerly may have represented each member, partner, officer, employee or Affiliate of the Seller Group members, (which will no longer include the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates in a matter substantially related to such dispute; provided, however, that this sentence shall not apply if STB, at the time of such dispute, is handling ongoing matters for Buyer or any of the Sold Companies. Buyer further agrees thatCompany Members), in connection with any future dispute between Buyerlitigation, any claim or obligation arising out of the Sold Companies and/or any of their respective Affiliates, on the one hand, and any of the Seller Group members, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective Affiliates, on the other hand, with respect or relating to this Agreement or the transactions contemplated by this AgreementAgreement notwithstanding such representation, as and each of the parties hereto hereby consents thereto and waives any conflict of interest arising therefrom, and each of such parties shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representation. In addition, all communications among STB, involving US-DOCS\102662145.20 attorney-client confidences between any Sellers (including the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. Representative) and their respective Affiliates that relate in any way which pertain directly to the negotiation, documentation and consummation of the transactions contemplated by this Agreementhereby shall be deemed to be attorney-client confidences that belong solely to such Sellers and their Affiliates (and not the Company). Accordingly, the Company shall not have access to any such communications, or to the files of Xxxxxx & Xxxxxxx LLP relating to such engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) the applicable Sellers and their Affiliates (and not the Company) shall be the sole holders of the attorney-client privilege with respect to such engagement, and the expectation of client confidence belongs Company shall not be a holder thereof, (b) to the applicable Seller Group memberextent that files of Xxxxxx & Xxxxxxx LLP in respect of such engagement constitute property of the client, only the applicable Sold Sellers and their Affiliates (and not the Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be) shall hold such property rights, and may be controlled (c) Xxxxxx & Xxxxxxx LLP shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Company by reason of any attorney-client relationship between Xxxxxx & Xxxxxxx LLP and the applicable Seller Group member, the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or the applicable Affiliate, as the case may be, and shall not pass to or be claimed by Buyer or any of its Affiliates.