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 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 (a) In connection with this Agreement and the transactions contemplated hereby hereby, Xxxxxx Xxxxxxx Xxxxx & Xxxxxx LLP (“WRYP”) has acted as counsel for the Company Entities as well as the Sellers (collectively, the “Special Engagement”) and in connection therewith, the parties hereto other than the Buyer confirm that STB WRYP has not acted as counsel for any individual Seller or any other party Person in connection with the transactions contemplated hereby and that none by this Agreement. (b) At the request of the other parties has hereto after consultation with WRYP, the status Buyer, on behalf of a client of STB for conflict of interest or any other purposes as a result thereof. Each of Seller itself and Buyer hereby its Affiliates (which will include the Company Entities and their Affiliates from and after the Closing), expressly agrees that: (i) in all matters relating to the Special Engagement, in for all purposes, only the event that a dispute arises after Sellers and the Closing Company Entities will be considered clients of WRYP; (ii) all communications between Buyer or any of the Sold CompaniesSellers, the Company Entities or their employees and officers on the one hand, and any of the Seller Group membersWRYP, on the other handhand (which will include communications with agents and other parties with whom the attorney-client privilege is lawfully extended), STB may represent in the course of or in connection with the Special Engagement, will for all purposes be deemed to be privileged attorney-client communications to the extent recognized as such Seller Group member under applicable Law (unless and until and to the extent any such privilege is effectively waived as provided under applicable Law) that belong solely to the Sellers and not to the Company Entities, any of their Affiliates (which include, from and after the Closing, the Buyer and its Affiliates) or any other Person; (iii) all work-product and other material produced by WRYP in such dispute even though the interests course of such Seller Group member may or in connection with the Special Engagement will be directly adverse deemed to be attorney-client work-product (if and to the extent meeting the standards for constituting work- product under applicable Law) belonging solely to the Sellers, and not to the Company Entities, any of their Affiliates or any other Person; and (iv) none of the Buyer or any of its Affiliates has, will have or will otherwise be entitled to have any right, title or authority in or to, nor any interest in, or privilege or right to access any such communications, work-product, files or other materials of WRYP relating to the Sold CompaniesSpecial Engagement, whether or not the Closing has occurred, except as may be expressly granted by the Sellers to the Buyer or any of its Affiliates. Without limiting the generality of the foregoing, upon and at all times after the Closing, to the maximum extent of the Law: (A) the Sellers will be the sole holders of the attorney-client privilege with respect to the Special Engagement, and even though STB formerly may have represented each none of the Seller Group membersBuyer or any of its Affiliates (which will include the Company Entities and their Affiliates from and after the Closing), the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain nor any of their respective Affiliates, will be a holder thereof; (B) to the extent that files or work-product of WRYP in connection with the Special Engagement constitute client property, only the Sellers will hold all such property rights, and no other Person will have any right, title or interest therein or thereto; and (C) WRYP will have no duty whatsoever to reveal or disclose any such attorney- client communications, work-product or files to the Buyer or any of its Affiliates in a matter substantially related to such disputeor any of their respective Affiliates, except as required by Law; provided, however, that this sentence shall not is subject to the above-referenced exceptions if the Buyer is voluntarily provided with any such material by any other party or to the extent any such privilege is effectively waived as provided under applicable Law. (c) The Buyer, on behalf of itself and its Affiliates, acknowledges the community of interest between the Company Entities and the Sellers prior to Closing in view of the fact that the Sellers hold all of Company Entities’ equity interests prior to Closing. Accordingly, the Buyer, on behalf of itself and its Affiliates, agrees that the principles that apply if STBto the Special Engagement regarding attorney-client communications, at attorney-client privilege, client files, attorney work-product and disclosures will also apply to (i) the time engagement of any other attorneys directly related to the Special Engagement and, (ii) the engagement of accountants and financial advisors directly related to the Special Engagement, but only to the extent any such disputeprivileges are recognized as such under applicable Law in connection therewith (the “Advisers”). In addition, is handling ongoing matters for Buyer any original or copies of electronic or written communications between any of the Sold Companies. Buyer further agrees that, in connection with any future dispute between Buyer, any of Sellers and/or the Sold Companies and/or any of their respective Affiliates, Company Entities on the one hand, hand and WRYP or any of the Seller Group members, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective Affiliates, other Adviser on the other hand, or among WRYP and any other Adviser, in connection with respect the Special Engagement will be, to the transactions contemplated by this Agreement, extent they are recognized as to all communications among STBprivileged under applicable Law, the Seller Group members, sole property of 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 Sellers and the expectation of client confidence belongs to Sellers will destroy, erase or otherwise withhold such electronic or written communications from possession, use or review by the applicable Seller Group memberBuyer or its Affiliates, including the applicable Sold Company, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or Company Entities from and after the applicable Affiliate, as Closing. (d) If the case may beSellers so desire, and may be controlled without the need for any consent or waiver 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., either WRYP or any other Adviser will be permitted to represent the Sellers after the Closing in connection with any matter, including, without limitation, anything related to this Agreement and the transactions contemplated hereby or any disagreement or dispute relating thereto. Without limiting the generality of the foregoing, after the Closing, WRYP and each Adviser retains the right to represent the Sellers and any of their agents or Affiliates, or any one or more of them, in connection with any negotiation, transaction or dispute (“dispute” includes litigation, arbitration or other adversary proceeding) with the Buyer or any of its Affiliates, or any of their agents under or relating to this Agreement and any transaction contemplated hereby, and any related matter, such as claims for indemnification pursuant to Article 9 and disputes involving employment or noncompetition or other agreements entered into in connection with this Agreement, whether or not such matter is substantially related to the Special Engagement. 27964.2-930031 v14 56

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 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 hereby or thereby, or any matter relating to any of the foregoing, are privileged communications between ILG and the ISH Group and such counsel (collectively, the “ILG Privileged Communications”) and thereby property of the ISH Group, and from and after the Closing neither ILG nor any Person purporting to act on behalf of or through ILG, will seek to obtain such communications, whether by seeking a waiver of the attorney-client privilege or through any other means. As to any such ILG Privileged Communications prior to the 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 ISH Group after the Closing. (b) 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 Sheppard, Mullin, Xxxxxxx & Xxxxxxx LLP may serve as counsel to Faraday and other members of the Faraday Group, on the one hand, and ISI, on the other hand, 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, Sheppard, Mullin, Xxxxxxx & Hampton LLP (or any successor) may serve as counsel to the Faraday Group or any director, member, partner, officer, employee or Affiliate of the Faraday Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such prior representation of ISI, 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. ISH further agrees, on its own behalf and on behalf of its Affiliates that, in the event Faraday assumes the defense of a third party claim brought against ISI, notwithstanding that Sheppard, Mullin, Xxxxxxx & Xxxxxxx LLP may be representing ISI in connection with such third party claim, ISH waives any claim of conflict of interest with respect to Sheppard, Mullin, Xxxxxxx & Hampton LLP’s representation of the Faraday Group in connection with any dispute between ISH and Faraday, including in connection with disputes under this Agreement, as other than any dispute related to the third party claim itself. Each of the parties to this Agreement hereby irrevocably acknowledges and agrees that all communications among STBprior to the Closing between ISI and Faraday, on the Seller Group membersone hand, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and their respective Affiliates that relate external legal counsel, including but not limited to Sheppard, Mullin, Xxxxxxx & Hampton LLP, on the other hand, made in connection with the negotiation, preparation, execution, delivery and performance under, or any way to dispute or proceeding arising out of or relating to, this Agreement, any 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 ISI and the Faraday Group and such counsel (collectively, the “ISI Privileged Communications”) and thereby property of the Faraday Group, and from and after the Closing neither ISI nor any Person purporting to act on behalf of or through ISI, 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 or through any other means. As to any such ISI Privileged Communications prior to the applicable Seller Closing Date, ISH and ISI together with any of their respective Affiliates, successors or assigns, further agree that no such Person may use or rely on any of the ISI Privileged Communications in any action against or involving any of the Faraday 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 Faraday 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 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, 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 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 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 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. (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. Targets 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 and that STB the Retained Counsel 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 the Retained Counsel for conflict of interest or any other purposes as a result thereof. Each The Buyer and the Targets 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 CompaniesBuyer, the Targets 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 Buyer, the Targets 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 Targets 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, the Targets or any of their Subsidiaries. (b) The Buyer agrees that, after the Closing, neither the Buyer, nor any of its Subsidiaries or Affiliates will have any right to access or control any of the Retained Counsel’s records relating to or affecting the transactions contemplated under this Agreement with respect to its representation of the Sellers and the Targets, which will be the property of (and be controlled by) the Sellers. In addition, the Buyer agrees that it would be impractical to remove all attorney-client communications from the records (including e-mails and other electronic files) of the Targets. Accordingly, the Buyer will not, and will cause each of its Subsidiaries and Affiliates (including, after Closing, the Targets) not to, introduce any attorney-client communication between Targets and the Retained Counsel prior to Closing (“Covered Communications”) remaining in the records of the Targets after Closing as evidence in any dispute with Sellers or any of Sellers’ Affiliates in a manner that may be adverse to the Sellers or any of the Sold CompaniesSellers’ Affiliates. The Buyer further agrees that, in connection with any future dispute between Buyer, any of the Sold Companies and/or any of their respective Affiliatesagrees, on the one handits own behalf and on behalf of its Subsidiaries and Affiliates (including, 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 STBafter Closing, the Seller Group membersTargets), that from and after Closing the Sold CompaniesSellers will have the exclusive right to control, 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, assert or waive the attorney-client privilege privilege, any other evidentiary privilege, and the expectation of client confidence belongs with respect 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 such Covered Communications in any dispute with Buyer or any of Buyer’s Affiliates. Accordingly, the Buyer will not, and will cause each of its Affiliates.Subsidiaries and Affiliates (including, after Closing, the Targets) not to, (x) assert any attorney-client privilege, other evidentiary privilege, or expectation of client confidence with respect to any Covered Communications in any dispute with Sellers or any of Sellers’ Affiliates (but without prejudice to the Targets’ rights to make such assertions in any post-Closing dispute with a Person that is not the Sellers or an Affiliate of the Sellers); or (y) intentionally take any action which could cause any attorney-client communication to cease being a confidential communication or to otherwise lose protection under the attorney-client privilege or any other evidentiary privilege, including waiving such protection in any dispute with a Person that is not the Sellers or an Affiliate of the Sellers. The Retained Counsel shall be a third-party beneficiary of, and shall have the right to enforce, this Section 12.20. 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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 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. 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, 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 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. 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 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 Affiliatesthe parties thereto after the Closing.

Provision Respecting Legal Representation. It is acknowledged by Buyer (a) The Seller and the Company hereby inform the Purchaser that each of the Seller Group membersCompany, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. Seller and certain of their respective Affiliates Subsidiaries have retained STB Xxxxxxx to act as its counsel in connection with the transactions contemplated hereby and that STB Xxxxxxx 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 Xxxxxxx for conflict of interest or any other purposes as a result thereof. Each of . (b) The Purchaser, the Company and the Seller and Buyer hereby agrees agree that, in the event that a dispute arises under this Agreement after the Closing between Buyer or any of the Sold CompaniesPurchaser, the Company, and/or its Subsidiaries, on the one hand, and the Seller or its post-Closing Affiliates (for the avoidance of doubt, which shall not include the Company or any of the Seller Group membersits Subsidiaries), on the other hand, STB (an “Agreement Dispute”), Xxxxxxx may represent the Seller and/or such Seller Group member post-Closing Affiliates in such dispute any Agreement Dispute even though the interests of the Seller and/or such Seller Group member post-Closing Affiliates may be directly adverse to Buyer the Purchaser, the Company or any of the Sold Companiesits Subsidiaries, and even though STB formerly Xxxxxxx 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; providedAgreement Dispute, however, that this sentence shall not apply if STB, at the time of such dispute, is or may be handling ongoing other matters for Buyer the Purchaser, the Company or any of their Subsidiaries that are not related to the Sold Companies. Buyer Agreement Dispute. (c) The Purchaser further agrees that, in connection with any future dispute between BuyerAgreement Dispute, any the portion of the Sold Companies and/or any of their respective Affiliatescommunications among Xxxxxxx, on the one hand, and any of the Seller Group membersand its respective Affiliates (other than the Company and its Subsidiaries), Silver Lake Partners IIIand, L.P.for communications made prior to the Closing, Silver Lake Sumeru Fundthe Company and its Subsidiaries, L.P. and/or their respective Affiliates, on the other hand, with respect that (i) relate 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 (ii) are subject to the transactions contemplated by attorney-client privilege (communications meeting the requirements of clauses (i) and (ii) of this Agreementsentence are collectively referred to as the “Privileged Communications”), the attorney-—client privilege and the expectation of client confidence belongs to the applicable Seller Group memberSeller, 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 memberand, the applicable Sold Companyexcept as expressly provided in Section 10.01(d), 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. (d) The Purchaser, the Company and the Seller hereby agree that the protections afforded to the Seller in Section 10.01(c) shall not be considered, and is not, a waiver by the Purchaser, the Company or their Subsidiaries of any attorney-client privilege that they may have over the Privileged Communications as against any third party other than the Seller and its post-Closing Affiliates (an “Unaffiliated Party”). In the event of a dispute between the Purchaser, the Company, and/or its Subsidiaries on the one hand, and an Unaffiliated Party, on the other hand, (an “Unaffiliated Party Suit”), the Purchaser, the Company and its Subsidiaries may assert the attorney-client privilege to prevent the disclosure of any Privileged Communications to such Unaffiliated Party; provided, however, that none of the Purchaser, the Company or its Subsidiaries may waive such privilege without the prior written consent of the Seller for any Third-Party Claim subject to indemnification by the Seller under Section 11.02(a). Notwithstanding anything to the contrary set forth in this Agreement, in the event that any of the Purchaser, the Company or its Subsidiaries is required or requested by governmental order, other order or request of a tribunal of competent jurisdiction, or by request or order of any Governmental Entity, to produce, or otherwise to access or obtain a copy of, all or a portion of a Privileged Communication, the Purchaser shall be entitled to so produce, access or obtain such Privileged Communication, provided that, to the extent permitted by applicable Law and such order, tribunal and/or Governmental Entity (as applicable), as soon as reasonably practicable following such a request or order, the Purchaser shall notify the Seller in writing so that the Seller can seek such remedy as may be available to the Seller to prevent the production or disclosure of, or access to, any of such Privileged Communications or maintain the confidentiality of any of such Privileged Communications. Where the Seller seeks such a remedy regarding such Privileged Communications in an Unaffiliated Party Suit, to the extent permitted by applicable Law and such order, tribunal and/or Governmental Entity (as applicable), the Purchaser agrees to reasonably assist the Seller in seeking such remedy. (e) The Purchaser agrees that, in any Agreement Dispute, it will not, and that it will cause the Company and its Subsidiaries to not, use or rely on any of the Privileged Communications. Each of the Purchaser and, after the Closing, the Company, agree not to assert that the attorney-client privilege has been waived as to the Privileged Communications that may be located in the records or email server (or in the knowledge of the officers and employees) of the Company or any of its AffiliatesSubsidiaries. The Privileged Communications may be used by the Seller and/or any of its post-Closing Affiliates in connection with any Agreement Dispute, including in any claim for indemnification brought by the Purchaser.

Provision Respecting Legal Representation. It is acknowledged by Buyer (a) Seller hereby informs Purchaser 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 its Affiliates have retained STB Xxxxxxx to act as its counsel in connection with the transactions contemplated hereby and that STB Xxxxxxx has not acted as counsel for any other party hereto in connection with the transactions contemplated hereby and that none of the other parties Seller has the status of a client of STB Xxxxxxx for conflict of interest or any other purposes as a result thereof. Each of . (b) Purchaser and Seller and Buyer hereby agrees agree that, in the event that a dispute arises under this Agreement after the Closing between Buyer or any of the Sold Companies, Purchaser and/or its Affiliates on the one hand, and any of the Seller Group membersor its Affiliates, on the other hand, STB (an “Agreement Dispute”) Xxxxxxx may represent Seller and/or such Seller Group member Affiliates in such dispute any Agreement Dispute even though the interests of Seller and/or such Seller Group member Affiliates may be directly adverse to Buyer Purchaser or any of the Sold Companiesits Affiliates, and even though STB formerly Xxxxxxx 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 Purchaser or its Affiliates in a matter substantially related to such dispute; providedAgreement Dispute, however, that this sentence shall not apply if STB, at the time of such dispute, is or may be handling ongoing other matters for Buyer Purchaser or any of the Sold Companies. Buyer its Affiliates. (c) Purchaser further agrees that, in connection with any future dispute Agreement Dispute, that all communications in any form or format whatsoever between Buyer, or among any of the Sold Companies Xxxxxxx and/or Seller or its Affiliates, or any of their respective Affiliatesmanagers, on the one handdirectors, 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 officers employees or 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 representatives that relate in any way to the negotiation, documentation and consummation of the transactions contemplated by this AgreementAgreement or any dispute arising under this Agreement (collectively, the attorney-client privilege “Deal Communications”), shall be deemed to be retained and the expectation of client confidence belongs to the applicable owned collectively by Seller Group memberand its Affiliates, 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, on behalf of Seller and its Affiliates and shall not pass to or be claimed by Buyer Purchaser or any of its Affiliates. All Deal Communications that are attorney–client privileged (the “Privileged Communications”) shall remain privileged after the Closing and the expectation of client confidence related thereto belongs solely to Seller, shall be controlled by Seller and, except as expressly provided in Section 10.01(d), shall not pass to or be claimed by Purchaser or any of its Affiliates. (d) Purchaser and Seller hereby agree that the protections afforded to Seller in Section 10.01(c) shall not be considered, and is not, a waiver by Purchaser or its Affiliates of any attorney-client privilege that they may have over the Privileged Communications as against any Third Party other than Seller and its Affiliates (an “Unaffiliated Party”). In the event of a dispute between Purchaser and/or its Affiliates, on the one hand, and an Unaffiliated Party, on the other hand (an “Unaffiliated Party Suit”), Purchaser and its Affiliates may assert the attorney-client privilege to prevent the disclosure of any Privileged Communications to such Unaffiliated Party. Notwithstanding anything to the contrary set forth in this Agreement, in the event that any of Purchaser or its Affiliates is required or requested by governmental order, other order or request of a tribunal of competent jurisdiction, or by request or order of any Governmental Entity, to produce, or otherwise to access or obtain a copy of, all or a portion of a Privileged Communication, Purchaser shall be entitled to so produce, access or obtain such Privileged Communication, provided that, as soon as reasonably practicable following such a request or order, Purchaser shall notify Seller in writing so that Seller can seek such remedy as may be available to Seller to prevent the production or disclosure of, or access to, any of such Privileged Communications or maintain the confidentiality of any of such Privileged Communications. Where Seller seeks such a remedy regarding such Privileged Communications in an Unaffiliated Party Suit, Purchaser agrees to reasonably assist Seller in seeking such remedy. (e) Purchaser agrees that, in any Agreement Dispute, it will not, and that it will cause its Affiliates to not, (i) seek to obtain such Privileged Communications, whether by seeking a waiver of the attorney-client privilege or through other means, or (ii) use or rely on any of the Privileged Communications. The Privileged Communications may be used by Seller and/or any of its Closing Affiliates in connection with any Agreement Dispute.

Provision Respecting Legal Representation. It is acknowledged by Buyer (a) Each party to this Agreement agrees, on its own behalf and on behalf of its Affiliates and representatives, that each Weil, Gotshal & Xxxxxx LLP may serve as counsel to 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 members of the Seller Group membersCompany Group, 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 Related Documents and the consummation of the transactions contemplated hereby and thereby, and that, following the Closing, Weil, Gotshal & Xxxxxx LLP (or any of the Sold Companies, and even though STB formerly successor thereof) may have represented each serve as counsel to any member 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, Affiliate or representative thereof in connection with any future dispute between BuyerLegal Proceeding, litigation, claim or obligation arising out of or relating to such transactions or this Agreement or the Related Documents notwithstanding such prior representation of any member of the Sold Companies and/or Company Group, and each party to this Agreement consents thereto and waives any conflict of their respective Affiliatesinterest arising therefrom, and each party to this Agreement shall cause its Affiliates and representatives to consent to waive any conflict of interest arising from such representation. (b) Each party to this Agreement agrees, on its own behalf and on behalf of its Affiliates and representatives, that Xxxxxxxxx LLP may serve as counsel to members of the Seller Group, on the one hand, and any members of the Seller Group members, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective AffiliatesCompany Group, on the other hand, in connection with respect the Excluded Legal Proceedings, and that, following the Closing, Xxxxxxxxx LLP (or any successor thereof) may serve as counsel to the transactions contemplated by this Agreement, as to all communications among STB, any member of the Seller Group membersor any Affiliate or representative thereof in connection with any such Legal Proceeding (and furthermore, Xxxxxxxxx LLP (or any successor thereof) may additionally serve as counsel to any member of the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. Company Group in connection with the Excluded Legal Proceedings pursuant to and their respective Affiliates that relate in accordance with Section 10.4(d)) notwithstanding such prior representation of any way to member 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 beCompany Group, 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 beeach party to this Agreement consents thereto and waives any conflict of interest arising therefrom, and each party to this Agreement shall not pass cause its Affiliates and representatives to or be claimed by Buyer or consent to waive any conflict of its Affiliatesinterest arising from such representation.

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.

Provision Respecting Legal Representation. It is acknowledged by Buyer (a) The Seller and the Company hereby inform the Purchaser that each of the Seller Group membersCompany, the Sold CompaniesSeller, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates Subsidiaries and GTCR 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 . (b) The Purchaser, the Company and the Seller and Buyer hereby agrees agree that, in the event that a dispute arises under this Agreement 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, GTCR or their respective post-Closing Affiliates, on the other hand, STB (an “Agreement Dispute”) K&E may represent the Seller, GTCR and/or such Seller Group member post-Closing Affiliates in such dispute any Agreement Dispute even though the interests of the Seller, GTCR and/or such Seller Group member post-Closing 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; providedAgreement Dispute, however, that this sentence shall not apply if STB, at the time of such dispute, is or may be handling ongoing other matters for Buyer the Purchaser, the Company or any of the Sold Companies. Buyer their Subsidiaries. (c) The Purchaser further agrees that, in connection with any future dispute between BuyerAgreement Dispute, any the portion 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, GTCR, the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and their respective Affiliates (other than the Company and its Subsidiaries), and, for communications made prior to the Closing, the Company and its Subsidiaries, that (i) relate in any way to the transactions contemplated by this Agreement, and (ii) are subject to the attorney-client privilege (communications meeting the requirements of clauses (i) and (ii) of this sentence are collectively referred to as the “Privileged Communications”), the attorney—client privilege and the expectation of client confidence belongs to the applicable Seller Group memberSeller, 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 memberand, the applicable Sold Companyexcept as expressly provided in Section 10.01(d), 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. (d) The Purchaser, the Company and the Seller hereby agree that the protections afforded to the Seller in Section 10.01(c) shall not be considered, and is not, a waiver by the Purchaser, the Company or their Subsidiaries of any attorney-client privilege that they may have over the Privileged Transaction Communications as against any third party other than GTCR, the Seller and their respective post-Closing Affiliates (an “Unaffiliated Party”). In the event of a dispute between the Purchaser, the Company, and/or its AffiliatesSubsidiaries on the one hand, and an Unaffiliated Party, on the other hand, (an “Unaffiliated Party Suit”), the Purchaser, the Company and its Subsidiaries may assert the attorney-client privilege to prevent the disclosure of any Privileged Communications to such Unaffiliated Party; provided, however, that none of the Purchaser, the Company or its Subsidiaries may waive such privilege without the prior written consent of GTCR for any Third-Party Suit subject to indemnification by the Seller under Section 11.02(a). Notwithstanding anything to the contrary set forth in this Agreement, in the event that any of the Purchaser, the Company or its Subsidiaries is required or requested by governmental order, other order or request of a tribunal of competent jurisdiction, or by request or order of any Governmental Entity, to produce, or otherwise to access or obtain a copy of, all or a portion of a Privileged Communication, the Purchaser shall be entitled to so produce, access or obtain such Privileged Communication, provided that, as soon as reasonably practicable following such a request or order, the Purchaser shall notify the Seller in writing so that the Seller can seek such remedy as may be available to the Seller to prevent the production or disclosure of, or access to, any of such Privileged Communications or maintain the confidentiality of any of such Privileged Communications. Where the Seller seeks such a remedy regarding such Privileged Communications in an Unaffiliated Party Suit, the Purchaser agrees to reasonably assist the Seller in seeking such remedy. (e) The Purchaser agrees that, in any Agreement Dispute, it will not, and that it will cause the Company and its Subsidiaries to not, (i) seek to obtain such Privileged Communications, whether by seeking a waiver of the attorney-client privilege or through other means, or (ii) use or rely on any of the Privileged Communications. The Privileged Communications may be used by the Seller, GTCR and/or any of their respective post-Closing Affiliates in connection with any Agreement Dispute, including in any claim for indemnification brought by the Purchaser.

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.

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 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 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 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 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. that Xxxxxx & Xxxxxxx LLP may serve as counsel to each and certain of their any Company Equityholder and such Company Equityholder’s 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“Holder Group”), on the one hand, and any of the Seller Group membersCompany, 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 (the “Existing Representation”), and that, following consummation of the transactions contemplated hereby, Xxxxxx & Xxxxxxx LLP (or any successor) may serve as counsel to the Holder 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 thatHolder Group, in connection with any future dispute between Buyerlitigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement (any such representation, a “Post-Closing Representation”) notwithstanding such representation 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. (b) From and after the Closing, Buyer waives and hereby agrees not to control or assert, and agrees to cause its Affiliates (including the Surviving Corporation) to waive and to not control or assert, any attorney-client privilege, attorney work-product protection or other similar privilege or protection applicable to, or any expectation of the Sold Companies and/or client confidence with respect to, (i) any of their respective Affiliatescommunication between any legal counsel (including Xxxxxx & Xxxxxxx LLP), 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 AffiliatesHolder Group, on the other hand, with respect to regarding the negotiation, execution, and delivery of this Agreement or the transactions contemplated hereby in any Post-Closing Representation (other than any Third-Party Action), or (ii) any other advice given to the Holder Group by this AgreementXxxxxx & Xxxxxxx LLP occurring during the Existing Representation in connection with any Post-Closing Representation, as to all communications among STBincluding in connection with a dispute between the Holder Group and one or more of Buyer and its Affiliates (the items listed in clauses (i) and (ii) collectively, the Seller Group members“Specified Privileges”), it being the intention of the parties hereto that, notwithstanding anything to the contrary in Section 1.1 or Section 1.3 hereof or Section 259 of the DGCL, the Sold Companiesright to waive, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. assert and their respective Affiliates that relate otherwise control such Specified Privileges in any way Post-Closing Representation (other than any Third-Party Claim) shall be (and are hereby) transferred to the transactions contemplated or retained by this Agreement(as applicable), and vested solely in, 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 beHolder Group, and shall not pass to or be claimed or used by Buyer, except as provided in the last sentence of this Section 10.12(b). Furthermore, Buyer (on behalf of itself and its Affiliates) acknowledges and agrees that any advice given to or communication with the Holder Group shall not be subject to any joint privilege (whether or not the Company also received such advice or communication) and shall be owned solely by the Holder Group. Notwithstanding the foregoing, in the event that a dispute arises between Buyer or the Company, on the one hand, and a Third Party other than the Holder Group, on the other hand, the Company shall (and shall cause its Affiliates to) assert the Specified Privileges on behalf of the Holder Group to prevent disclosure of Privileged Materials to such Third Party; provided, however, that such privilege may be waived only with the prior written consent of the Company Equityholder Representative. (c) All such Specified Privileges, and all books and records and other documents of the Company containing any advice or communication that is subject to any Specified Privileges (“Privileged Materials”), shall be excluded from the Merger, and shall be distributed to the Company Equityholder Representative (on behalf of its Affiliatesthe Holder Group) immediately prior to the Closing with (in the case of such books and records) no copies retained by the Company. Absent the prior written consent of the Company Equityholder Representative, neither Buyer nor (following the Closing) the Company shall have a right of access to Privileged Materials. (d) This Section 10.12 shall be irrevocable, and no term of this Section 10.12 may be amended, waived or modified, without the prior written consent of the Company Equityholder Representative and each of Xxxxxx & Xxxxxxx LLP. [Remainder of page intentionally left blank]

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 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 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 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 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 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 Purchaser, the Target Group Members 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 to act as its counsel in connection with the transactions contemplated 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 any of the Sold CompaniesPurchaser and/or the Target Group Members, on the one hand, and any of the Seller Group membersParties or their Affiliates, on the other hand, STB Xxxx Teller may represent the Seller Parties and/or such Seller Group member Affiliates in such dispute even though the interests of the Seller Parties and/or such Seller Group member Affiliates may be directly adverse to Buyer the Purchaser or the Target Group Members or any of the Sold Companiestheir Affiliates, and even though STB formerly Xxxx Teller may have represented each of the Seller Target Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain Members or any 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 the Purchaser, the Target Group Members, or any of the Sold Companiestheir Affiliates. 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 STBXxxx Xxxxxx, the Target Group Members, the Seller Group membersParties, the Sold Companies, Silver Lake Partners III, 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 Agreementextent related to the Transaction, 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, Parties 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, Parties and shall not pass to or be claimed by Buyer the Purchaser, the Target Group Members or any of their Affiliates. Notwithstanding the foregoing, in the event that a dispute arises between the Purchaser, the Target Group Members or any of their Affiliates and a third party (other than a Party to this Agreement or any of their respective Affiliates) after the Closing, the Target Group Members and their Affiliates may assert the attorney-client privilege to prevent disclosure of confidential communications by Xxxx Xxxxxx to such third party; provided, however, that no Target Group Member nor any of its AffiliatesAffiliates may waive such privilege without the prior written consent of the Seller Parties.

Provision Respecting Legal Representation. It is acknowledged by Buyer (a) The Seller and the Company hereby inform the Purchaser that each of the Seller Group membersCompany, the Sold CompaniesSeller, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and certain of their respective Affiliates Subsidiaries and GTCR 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 . (b) The Purchaser, the Company and the Seller and Buyer hereby agrees agree that, in the event that a dispute arises under this Agreement after the Closing between Buyer or any of the Sold CompaniesPurchaser, the 42 Company, and/or its Subsidiaries on the one hand, and any of the Seller Group membersSeller, GTCR or their respective post-Closing Affiliates, on the other hand, STB (an “Agreement Dispute”) K&E may represent the Seller, GTCR and/or such Seller Group member post-Closing Affiliates in such dispute any Agreement Dispute even though the interests of the Seller, GTCR and/or such Seller Group member post-Closing 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; providedAgreement Dispute, however, that this sentence shall not apply if STB, at the time of such dispute, is or may be handling ongoing other matters for Buyer the Purchaser, the Company or any of the Sold Companies. Buyer their Subsidiaries. (c) The Purchaser further agrees that, in connection with any future dispute between BuyerAgreement Dispute, any the portion 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, GTCR, the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and their respective Affiliates (other than the Company and its Subsidiaries), and, for communications made prior to the Closing, the Company and its Subsidiaries, that (i) relate in any way to the transactions contemplated by this Agreement, and (ii) are subject to the attorney-client privilege (communications meeting the requirements of clauses (i) and (ii) of this sentence are collectively referred to as the “Privileged Communications”), the attorney—client privilege and the expectation of client confidence belongs to the applicable Seller Group memberSeller, 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 memberand, the applicable Sold Companyexcept as expressly provided in Section 10.01(d), 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. (d) The Purchaser, the Company and the Seller hereby agree that the protections afforded to the Seller in Section 10.01(c) shall not be considered, and is not, a waiver by the Purchaser, the Company or their Subsidiaries of any attorney-client privilege that they may have over the Privileged Transaction Communications as against any third party other than GTCR, the Seller and their respective post-Closing Affiliates (an “Unaffiliated Party”). In the event of a dispute between the Purchaser, the Company, and/or its AffiliatesSubsidiaries on the one hand, and an Unaffiliated Party, on the other hand, (an “Unaffiliated Party Suit”), the Purchaser, the Company and its Subsidiaries may assert the attorney-client privilege to prevent the disclosure of any Privileged Communications to such Unaffiliated Party; provided, however, that none of the Purchaser, the Company or its Subsidiaries may waive such privilege without the prior written consent of GTCR for any Third-Party Suit subject to indemnification by the Seller under Section 11.02(a). Notwithstanding anything to the contrary set forth in this Agreement, in the event that any of the Purchaser, the Company or its Subsidiaries is required or requested by governmental order, other order or request of a tribunal of competent jurisdiction, or by request or order of any Governmental Entity, to produce, or otherwise to access or obtain a copy of, all or a portion of a Privileged Communication, the Purchaser shall be entitled to so produce, access or obtain such Privileged Communication, provided that, as soon as reasonably practicable following such a request or order, the Purchaser shall notify the Seller in writing so that the Seller can seek such remedy as may be available to the Seller to prevent the production or disclosure of, or access to, any of such Privileged Communications or maintain the confidentiality of any of such Privileged Communications. Where the Seller seeks such a remedy regarding such Privileged Communications in an Unaffiliated Party Suit, the Purchaser agrees to reasonably assist the Seller in seeking such remedy. (e) The Purchaser agrees that, in any Agreement Dispute, it will not, and that it will cause the Company and its Subsidiaries to not, (i) seek to obtain such Privileged Communications, whether by seeking a waiver of the attorney-client privilege or through other means, or (ii) use or rely on any of the Privileged Communications. The Privileged Communications may be used by the Seller, GTCR and/or any of their respective post-Closing Affiliates in connection with any Agreement Dispute, including in any claim for indemnification brought by the Purchaser.

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. (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 CompaniesCompany Entities, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. Seller and certain of their respective Affiliates Blocker Seller have retained STB Xxxxxxxx & Xxxxx 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 Acquiror Party hereby agrees, 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 Acquiror Entity, the Sold CompaniesCompany Entities and/or their Subsidiaries, on the one hand, and any of the Seller, Blocker 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 other hand, the Retained Counsel may represent Seller, Blocker Seller and/or their respective Affiliates in such dispute even though the interests of Seller, Blocker Seller or their respective Affiliates may be directly adverse to the Acquiror Parties, the Company Entities or their respective Subsidiaries, and even though the Retained Counsel may have represented the Company Entities in a matter substantially related to such dispute, or may be handling ongoing matters for the Acquiror Parties, the Company Entities or any of their respective Subsidiaries. (b) Each Acquiror Party agrees that, after the Closing, neither any Acquiror Party, nor any of their respective Subsidiaries or Affiliates will have any right to access or control any of the Retained Counsel’s records relating to or affecting the Transactions with respect to its representation of Seller, Blocker Seller Group membersand the Company Entities, Silver Lake Partners IIIwhich will be the property of (and be controlled by) Seller and Blocker Seller. In addition, L.P.each Acquiror Party agrees that it would be impractical to remove all Attorney-Client Communications from the records (including e-mails and other electronic files) of the Company Entities. Accordingly, Silver Lake Sumeru FundAcquiror will not, L.P. and/or and will cause each of its Subsidiaries and Affiliates (including, after Closing, the Company Entities) not to, use any Attorney-Client Communication remaining in the records of the Company Entities after Closing in a manner that may be adverse to Seller, Blocker Seller or any of their respective Affiliates. Acquiror agrees, on the other handits own behalf and on behalf of its Subsidiaries and Affiliates (including, with respect to the transactions contemplated by this Agreement, as to all communications among STBafter Closing, the Seller Group membersCompany Entities), the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. that from and their respective Affiliates that relate in any way to the transactions contemplated by this Agreement, after Closing (i) the attorney-client privilege privilege, all other evidentiary privileges, and the expectation of client confidence belongs as to the applicable all Attorney-Client Communications belong to 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 Blocker 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 will not pass to or be claimed by Buyer Acquiror or its Affiliates or the Company Entities, and (ii) Seller and Blocker Seller will have the exclusive right to control, assert, or waive the attorney-client privilege, any other evidentiary privilege, and the expectation of client confidence with respect to such Attorney-Client Communications. Accordingly, Acquiror will not, and will cause each of its Subsidiaries and Affiliates (including, after Closing, the Company Entities) not to, (x) assert any attorney-client privilege, other evidentiary privilege, or expectation of client confidence with respect to any Attorney-Client Communication, except in the event of a post-Closing dispute with a Person that is not Seller, Blocker Seller or any of its their respective Affiliates; or (y) take any action which could cause any Attorney-Client Communication to cease being a confidential communication or to otherwise lose protection under the attorney-client privilege or any other evidentiary privilege, including waiving such protection in any dispute with a Person that is not Seller, Blocker Seller or any of their respective Affiliates.

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 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. (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 CompaniesCompany Entities, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. Sellers and certain of their respective Affiliates the Blockers have retained STB Xxxxx Lovells US 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 Acquiror Party hereby agrees, 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 Acquiror Party, the Sold CompaniesCompany Entities, the Blockers and/or their Subsidiaries, on the one hand, and any Seller and/or any of the Seller Group memberstheir respective Affiliates, on the other hand, STB the Retained Counsel may represent such Seller Group member and/or their respective Affiliates in such dispute even though the interests of such Seller Group member or their respective Affiliates may be directly adverse to Buyer the Acquiror Parties, the Company Entities or any of the Sold Companies, and even though STB formerly may have represented their respective Subsidiaries. (b) It is acknowledged by 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 CompaniesAcquiror Parties, Silver Lake Partners IIISponsor and its Affiliates have retained K&L Gates LLP (collectively, L.P.the “Other Retained Counsel”) to act as their counsel in connection with the Transactions and that the Other Retained Counsel has not acted as counsel for any other Party in connection with the Transactions and that none of the other Parties has the status of a client of the Other Retained Counsel for conflict of interest or any other purposes as a result thereof. Each Party hereby agrees, Silver Lake Sumeru Fund, L.P. on their own behalf and certain on behalf of their respective Affiliates in a matter substantially related to such dispute; providedmanagers, howeverdirectors, that this sentence shall not apply if STBequityholders, at the time of such disputemembers, is handling ongoing matters for Buyer or any of the Sold Companies. Buyer further agrees partners, officers, employees and Affiliates, that, in connection with the event that a dispute arises after the Closing between any future dispute between Buyer, any of the Sold Companies Party and/or any of their Subsidiaries or their respective Affiliates, on the one hand, and Sponsor and/or any of the Seller Group members, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective its Affiliates, on the other hand, with respect to the transactions contemplated by this Agreement, as to all communications among STB, Other Retained Counsel may represent Sponsor and/or its Affiliates in such dispute even though 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 interests 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. Sponsor 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 AffiliatesAffiliates may be directly adverse to the Acquiror Parties, the Company Parties or their respective Subsidiaries.

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 the 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. (b) Notwithstanding the foregoing: (i) the Parties expressly agree that the Privileged Communications shall not include or extend to any communications at or prior to the Closing between the Seller Group, the Vionic Entities, or any of them, on the one hand, and Xxxxxxx Xxxx, on the other hand, which constitute, reflect or provide evidence of Fraud by any member of the Seller Group or the Companies; (ii) in the event that a dispute arises between the Buyer or any of the Vionic Entities and a Third Party (other than a party to this Agreement or any of their respective Affiliates) after the Closing, the Vionic Entities may assert the attorney-client privilege to prevent disclosure of confidential communications by Xxxxxxx Xxxx to such Third Party; provided, however, that, subject to clause (iii) below, the Vionic Entities may not waive such privilege without the prior written consent of the Sellers; (iii) nothing contained in this Section 12.14 (including Section 12.14(b)(ii)) will be deemed or construed as a waiver by Vionic Entities, any Vionic Entity, Buyer or any of its AffiliatesAffiliates of any right or remedy arising or resulting from the actions of Sellers’ Representative, the Sellers or their agents or representatives.; and (iv) any communications, attorney-client privilege, work product protection, right of confidentiality or other applicable privilege referred in this Section 12.14, including but not limited to Privileged Communications, shall also belong to Vionic Entities and shall be deemed passed to and claimed by the Vionic Entities after the Closing solely to the extent any such attorney-client privilege, work product protection, right of confidentiality or other applicable privilege is required to be waived or otherwise required to be similarly released by any Governmental Entity, under Applicable Law or pursuant to any Proceeding, and in any such case, the Vionic Entities and the Buyer shall not be in breach or violation of any provision of this Section 12.14 for providing any information, documents, communications or client confidences to any Governmental Entity or other Person in response to and subject to the requirements of, and limitation in, the foregoing, provided that, except to the extent otherwise requested or required by Applicable Law or any such Governmental Entity, the Buyer gives the Sellers’ Representative written notice of such Applicable Law or Proceeding promptly upon actual knowledge thereof and allows the Sellers’ Representative a reasonable opportunity to seek to obtain a protective order or other appropriate remedy prior to such disclosure to the extent permitted by Applicable Law. (c) If and to the extent that Privileged Communications, or any portion thereof, in the form of any electronic media or data (including, without limitation, email communications) remain on storage media, networked storage or other assets transferred to or made within the possession or control of the Companies or any of the Vionic Entities from and after the Closing as a result of the Transactions, such Privileged Communications shall become subject to the document retention protocols of the Buyer and its Affiliates applicable to similar classes of media or data, and may be destroyed in the Ordinary Course of Business in accordance therewith. In administering and applying such document retention protocols, none of Buyer nor any of its Affiliates has any duty or obligation to identify or preserve any Privileged Communications; any obligation to preserve Privileged Communications, however arising, shall remain the exclusive obligation of the Sellers and the Sellers’ Representative. (d) For the avoidance of doubt, nothing in this Section 12.14 shall preclude any Person from asserting that particular communications which the Sellers or any other Person deems Privileged Communications are not in fact legally privileged.

Provision Respecting Legal Representation. It is acknowledged by Buyer that each (a) Each of the Seller Group membersparties acknowledges and agrees that Orrick has acted as counsel to the Company, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. Company Stockholders and certain of their respective Affiliates have retained STB to act as its counsel the Stockholder Representative in connection with the transactions contemplated negotiation of this Agreement. (b) Each of Parent, the Merger Subs and the Company hereby waives, and agrees to cause its Affiliates to waive, any conflicts of interest that STB has not acted as counsel for any other party may arise in connection with the transactions contemplated hereby and that none Orrick representing any of the other parties has Company Stockholders, their respective Affiliates and/or the status of a client of STB for conflict of interest or any other purposes as a result thereofStockholder Representative after the Closing. Each of Seller Parent, the Merger Subs and Buyer the Company hereby agrees that, in the event that a dispute arises after the Closing between Buyer Parent, the Company, any of their respective Affiliates or any of the Sold Companiesother Indemnified Party, on the one hand, and any of the Seller Group membersStockholder Representative and/or the Company Stockholders, on the other hand, STB Orrick may represent such Seller Group member any or all of the Stockholder Representative and/or the Company Stockholders in such dispute even though the interests of such Seller Group member the Stockholder Representative and the Company Stockholders may be directly adverse to Buyer Parent or any of the Sold Companiesits respective Affiliates, and even though STB Orrick 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 in a matter substantially related to such dispute; provided. (c) In addition, however, that this sentence shall not apply if STB, at the time of such dispute, is handling ongoing matters for Buyer all communications involving attorney-client confidences between 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, among Orrick on the one hand, hand and any of the Seller Group membersStockholder Representative, Silver Lake Partners IIIthe Company Stockholders, L.P., Silver Lake Sumeru Fund, L.P. and/or the Company or their respective Affiliates, on the other hand, with respect in the course of, and to the transactions contemplated by this Agreement, as to all communications among STBextent relating to, the Seller Group membersnegotiation, documentation and consummation of the Transactions shall be deemed to be attorney-client confidences (the “Privileged Deal Communications”) that belong solely to the Company Stockholders (and not the Company or its Affiliates). Accordingly, Parent, the Sold CompaniesCompany, Silver Lake Partners IIIany of their respective Affiliates or any other Indemnified Party shall not have access to the Privileged Deal Communications, L.P.or to the files of Orrick relating to the engagement described in this Section 9.14, Silver Lake Sumeru Fundwhether or not the Closing shall have occurred. Without limiting the generality of the foregoing, L.P. upon and after the Closing, (i) the Company Stockholders 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 with respect to the Privileged Deal Communications and such engagement, and none of Parent, the Company or any of their respective Affiliates shall be a holder thereof, (ii) to the extent that the files of Orrick in respect of such engagement constitute property of the client, only the Company Stockholders and their respective Affiliates (and not Parent, the Company or any of their respective Affiliates) shall hold such property rights and (iii) Orrick shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to any of the Parent, the Company or any of their respective Affiliates by reason of any attorney-client relationship between Orrick 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 Company or any of its Affiliates; provided, however, that none of the Company Stockholders or their respect Affiliates may waive such privilege or exercise such property rights without the prior written consent of the Stockholder Representative on behalf of all of the Company Stockholders. (d) Notwithstanding the foregoing, in the event that a dispute arises between Parent and the Company, on the one hand, and a third party other than a Company Stockholder, on the other hand, Parent and the Company may assert the attorney-client privilege to prevent the disclosure of the Privileged Deal Communications to such third party; provided, that Parent or the Company may not waive such privilege without the prior written consent of the Stockholder Representative, which Stockholder Representative shall not unreasonably condition, withhold or delay.

Provision Respecting Legal Representation. It is acknowledged by Buyer (a) Each of parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, managers, members, partners, officers, employees and affiliates, that Xxxx Xxxxx & Xxxxxxx LLP may serve as counsel to each of the Seller Group membersSellers and their respective affiliates (individually and collectively, the Sold Companies“Seller Group”), Silver Lake Partners IIIon the one hand, L.P.and Xxxxxx, 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 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, Xxxx Xxxxx & Xxxxxxx LLP (or any successor thereof) may serve as counsel for to either Seller, or any other party manager, member, partner, officer, employee or affiliate of either Seller, 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 thereof. Each Affiliate thereof to consent to waive any conflict of Seller and Buyer interest arising from such representation. (b) In furtherance of the foregoing, Purchaser hereby agrees that, in the event that a dispute arises after the Closing between Buyer or any of the Sold Companies, Purchaser and its subsidiaries on the one hand, and any of the Seller Group members, on the other hand, STB Xxxx Xxxxx & Xxxxxxx LLP 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 or any of the Sold CompaniesPurchaser, and its subsidiaries, and even though STB formerly Xxxx Xxxxx & Xxxxxxx LLP may have represented each of the Xxxxxx or either 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 or may be handling ongoing matters for Buyer Xxxxxx or any of the Sold Companieseither Seller. 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 STBXxxx Xxxxx & Xxxxxxx LLP, Xxxxxx, and/or the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and their respective Affiliates Sellers 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 beGroup, 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 beGroup, and shall not pass to or be claimed by Buyer Purchaser. Notwithstanding the foregoing, in the event that a dispute arises between the Purchaser or any Xxxxxx on the one hand and a third party other than the Sellers, on the other hand, Purchaser and Xxxxxx may assert the attorney-client privilege to prevent disclosure of its Affiliatesconfidential communications to such third party; provided, however, that neither Purchaser, Xxxxxx nor their affiliates may waive such privilege without the prior written consent of the Sellers.

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 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 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 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 Affiliates.such dispute. SHARE PURCHASE AND SALE AGREEMENT Page 58

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 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 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. (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 their Subsidiaries. (b) The Purchaser agrees that, after the Closing, neither the Purchaser, nor any of its Subsidiaries or Affiliates will have any right to access or control any of the Retained Counsel's records relating to or affecting the Transactions with respect to its representation of the Sellers and the Acquired Companies, which will be the property of (and be controlled by) the Sellers. In addition, the Purchaser agrees that it would be impractical to remove all Attorney-Client Communications from the records (including e-mails and other electronic files) of the Acquired Companies. Accordingly, the Purchaser will not, and will cause each of its Subsidiaries and Affiliates (including, after Closing, the Acquired Companies) not to, use any Attorney-Client Communication remaining in the records of the Acquired Companies after Closing in a manner that may be adverse to the Sellers or any of the Sold CompaniesSellers' Affiliates. Buyer further agrees that, in connection with any future dispute between Buyer, any of the Sold Companies and/or any of their respective AffiliatesThe Purchaser agrees, on the one handits own behalf and on behalf of its Subsidiaries and Affiliates (including, after Closing, Acquired Companies), that from 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, after Closing (i) the attorney-client privilege privilege, all other evidentiary privileges, and the expectation of client confidence belongs as to all Attorney-Client Communications 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, 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, and shall will not pass to or be claimed by Buyer the Purchaser or its Affiliates or the Acquired Companies, and (ii) the Sellers will have the exclusive right to control, assert, or waive the attorney-client privilege, any other evidentiary privilege, and the expectation of client confidence with respect to such Attorney-Client Communications. Accordingly, the Purchaser will not, and will cause each of its Subsidiaries and Affiliates (including, after Closing, the Acquired Companies) not to, (x) assert any attorney-client privilege, other evidentiary privilege, or expectation of client confidence with respect to any Attorney-Client Communication, except in the event of a post-Closing dispute with a Person that is not the Sellers or an Affiliate of the Sellers; or (y) take any action which could cause any Attorney-Client Communication to cease being a confidential communication or to otherwise lose protection under the attorney-client privilege or any other evidentiary privilege, including waiving such protection in any dispute with a Person that is not the Sellers or an Affiliate of its Affiliatesthe Sellers.

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 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 (a) Each of Parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, managers, members, partners, officers, employees and affiliates, that Gusrae Kapxxx Xxsxxxx XXLC may serve as counsel to the Seller and its affiliates (individually and collectively, the “Seller Group”), on the one hand, and WPS, on the other hand, in connection with 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, Gusrae Kapxxx Xxsxxxx XXLC (or any successor thereof) may serve as counsel to Seller, or any director, officer, employee or affiliate of Seller, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the Transaction contemplated by Buyer that this Agreement notwithstanding such representation and each of the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. Parties hereto hereby consents thereto 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 waives 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 arising therefrom, and each of such Parties shall cause any other purposes as a result thereof. Each affiliate thereof to consent to waive any conflict of Seller and Buyer interest arising from such representation. (b) In furtherance of the foregoing, Purchaser hereby agrees that, in the event that a dispute arises after the Closing between Buyer or any of the Sold Companies, Purchaser and its subsidiaries on the one hand, and any of the Seller Group members, on the other hand, STB Gusrae Kapxxx Xxsxxxx XXLC 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 or any of the Sold CompaniesPurchaser, and its subsidiaries, and even though STB formerly Gusrae Kapxxx Xxsxxxx XXLC may have represented each of the WPS or 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 or may be handling ongoing matters for Buyer WPS or any of the Sold CompaniesSeller. 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 STBGusrae Kapxxx Xxsxxxx XXLC, WPS, and/or 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 Transaction 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 beGroup, 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 beGroup, and shall not pass to or be claimed by Buyer Purchaser. Notwithstanding the foregoing, in the event that a dispute arises between the Purchaser or any WPS on the one hand and a third party other than the Seller, on the other hand, Purchaser and WPS may assert the attorney-client privilege to prevent disclosure of its Affiliatesconfidential communications to such third party; provided, however, that neither Purchaser, WPS nor their affiliates may waive such privilege without the prior written consent of the Seller.

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 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 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 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 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, parties hereby explicitly agree that: (a) the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. Notary shall execute the Deed of Transfer and their respective Affiliates that relate in any way the Notary Letter and other relevant transaction documents related to the transactions contemplated by this Agreement, ; and (b) the attorney-client privilege Buyer 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, any Buyer Designee is and may in future be controlled assisted and represented by the applicable Seller Group memberNautaDutilh N.V. in relation to this Agreement and any documents that may be concluded, the applicable Sold Companyor disputes that may arise, 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.in connection therewith. 55

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 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. (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 the Seller Representative, any Seller and/or any of the Seller Group memberstheir respective Affiliates, on the other hand, STB the Retained Counsel may represent such the Seller Group member 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 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 Representative, such Seller Group member or their respective 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, 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 the Retained Counsel, the Seller Representative, any Affiliates of the Seller Representative, the Company and/or its Subsidiaries that relate in any way to the Transactions, the attorney–client privilege and the expectation of client confidence belongs to the Seller Representative and shall not pass to or be claimed by 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 Subsidiaries 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 this sentence shall not apply if STBneither the Company nor its Subsidiaries may waive such privilege without the prior written consent of the Seller Representative. (b) After the Closing, at none of the time of such disputePurchaser, is handling ongoing matters for Buyer the Company or any of their respective Subsidiaries shall have any right to access or control any of Retained Counsel’s records relating to or affecting the Sold Companiestransactions contemplated hereby, which shall be the property of (and be controlled by) the Seller Representative, on behalf of the Sellers. Buyer further agrees thatIn addition, it would be impractical to remove all Attorney-Client Communications from the records (including e-mails and other electronic files) of the Company and its Subsidiaries. Accordingly, the Purchaser shall not, and shall cause each of its Subsidiaries (including, after Closing, the Company and its Subsidiaries) not to, use any Attorney-Client Communication remaining in connection the records of the Company or any of its Subsidiaries after Closing in a manner that may be adverse to the Seller Representative, the Sellers or any of their respective Affiliates. (c) From and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to the Seller Representative and shall not pass to or be claimed by the Purchaser, the Company, or any of their Subsidiaries, and (b) the Seller Representative, on behalf of the Sellers, shall have the exclusive right to control, assert, or waive the attorney-client privilege, any other evidentiary privilege, and the expectation of client confidence with respect to such Attorney-Client Communications. Accordingly, the Purchaser shall not, and shall cause each of its Subsidiaries (including, after Closing, the Company and its Subsidiaries) not to, (x) assert any future attorney-client privilege, other evidentiary privilege, or expectation of client confidence with respect to any Attorney-Client Communication, except in the event of a post-Closing dispute with a Person that is not a Seller or an Affiliate of a Seller other than as provided herein; or (y) take any action which could cause any Attorney-Client Communication to cease being a confidential communication or to otherwise lose protection under the attorney-client privilege or any other evidentiary privilege, including waiving such protection in any dispute with a Person that is not a Seller or an Affiliate of a Seller. Furthermore, the Purchaser agrees, on its own behalf and on behalf of each of its Subsidiaries (including, after Closing, the Company and its Subsidiaries), **** Confidential Treatment has been requested for certain redacted provisions of this exhibit. The redacted provisions are identified by asterisks and enclosed by brackets. The confidential portions have been filed separately with the Securities and Exchange Commission that in the event of a dispute between Buyerthe Seller Representative, any of the Sold Companies and/or Seller or any of their respective Affiliates, on the one hand, and the Company or any of the Seller Group members, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or their respective Affiliatesits Subsidiaries, on the other hand, with respect arising out of or relating to any matter in which the transactions contemplated by this AgreementRetained Counsel represented both parties, 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, neither the attorney-client privilege and privilege, the expectation of client confidence belongs confidence, nor any right to any other evidentiary privilege shall protect from disclosure to the applicable Seller Group memberRepresentative, the applicable Sold CompanySellers or their respective Affiliates any information or documents developed or shared during the course of such Retained Counsel’s representation. Notwithstanding the foregoing, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. and/or in the applicable Affiliate, as the case may be, and may be controlled by the applicable event of a post-Closing dispute with a Person that is not a Seller Group memberor an Affiliate of a Seller, the applicable Sold CompanyPurchaser and each of its Subsidiaries (including, Silver Lake Partners IIIafter Closing, L.P.the Company and its Subsidiaries) may, Silver Lake Sumeru Fund, L.P. and/or with consent of the applicable Affiliate, as the case may be, and Seller Representative (which consent shall not pass to or be claimed by Buyer unreasonably withheld), access and use Attorney-Client Communications in the current possession of the Company or any of its AffiliatesSubsidiaries that it believes reasonably necessary to defend the dispute.

Provision Respecting Legal Representation. It is acknowledged by Buyer that each (a) Each of the Seller Group membersParties hereby acknowledges, on its own behalf and on behalf of its Representatives, that KS has acted as counsel to the Sold CompaniesCompany, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. Parent LLC 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, and that, following consummation of the transactions contemplated hereby, KS may serve as counsel to the Stockholders and Optionholders and their respective Affiliates in connection with any Action, claim or obligation arising out of or relating to this Agreement or any of the other Transaction Documents and the consummation of 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 thereby, notwithstanding such prior representation of the other parties Company, the Stockholders and Optionholders and their respective Affiliates. Each of the Parties hereby consents, on behalf of itself and its Affiliates, to the arrangements described in this Section and waives any actual or potential conflict of interest arising therefrom. (b) The Buyer and the Company (on behalf of itself and its subsidiaries) hereby (i) waive any claim they have or may have that KS has the status of a client of STB for conflict of interest or is otherwise prohibited from engaging in any other purposes as a result thereof. Each of Seller representation described in Section 10.15(a) and Buyer hereby agrees (ii) agree that, in the event that a dispute arises after the Closing between Buyer the Buyer, the Company or any of the Sold Companiesits subsidiaries, on the one hand, and any of the Seller Group membersStockholders or Optionholders or their respective Affiliates, on the other hand, STB KS may represent any such Seller Group member Stockholder or its Affiliates in such dispute even though the interests of such Seller Group member Person(s) may be directly adverse to Buyer the Buyer, the Company or any of the Sold Companies, its subsidiaries and even though STB formerly KS 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 . (c) The Buyer 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 STBKS and the Company, its subsidiaries, and the Seller Group members, the Sold Companies, Silver Lake Partners III, L.P., Silver Lake Sumeru Fund, L.P. Stockholders and their respective Affiliates Optionholders 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 Optionholders and may be controlled by the applicable Seller Group member, Stockholder 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, Stockholders and shall Optionholders) and will not pass to or be claimed by Buyer the Buyer, the Company or any of its Affiliatessubsidiaries.

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. 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 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 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.