Common use of Conflicts and Privilege Clause in Contracts

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Securityholder Representative may retain G▇▇▇▇▇▇ Procter LLP, existing special counsel to the Company (“Counsel”) to act as its counsel in connection with the transactions contemplated hereby. Acquiror and Merger Sub hereby agree that, in the event that a dispute arises after the Closing between Acquiror and Merger Sub and the Securityholder Representative, Counsel may represent the Securityholder Representative in such dispute even though the interests of the Securityholder Representative may be directly adverse to Acquiror, Merger Sub or the Company, and even though Counsel may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror, Merger Sub or the Company. Acquiror and Merger Sub further agree that, as to all communications among Counsel, the Company and the Securityholder Representative that relate in any way to the transactions contemplated by this Agreement, the attorney or client privilege and the expectation of client confidence belongs to the Securityholder Representative and may be controlled by the Securityholder Representative and shall not pass to or be claimed by Acquiror, Merger Sub or the Company. Notwithstanding the foregoing, in the event that a dispute arises between Acquiror, Merger Sub or 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 Counsel to such third party; provided, however, that the Company may not waive such privilege without the prior written consent of the Securityholder Representative.

Conflicts and Privilege. It is acknowledged by each (a) Each of the parties hereto acknowledges and agrees that the Securityholder Representative may retain G▇T▇▇▇▇▇ Procter LLP, existing special ▇▇▇▇ LLP (“Tonkon”) has acted as counsel to the Company (“Counsel”) to act as its counsel in connection with the negotiation of this Agreement and consummation of the transactions contemplated hereby. . (b) Acquiror hereby consents and Merger Sub hereby agrees that, and agrees to cause, the Surviving Corporation to consent and agree that, in Tonkon may represent the event that a dispute arises Securityholders’ Representative and any of the Company Securityholders (collectively, the “Seller Parties”) after the Closing between Acquiror in connection with issues that may arise under this Agreement or the Escrow Agreement, the administration of the Escrow Shares and Merger Sub and any claims that may be made thereunder pursuant to this Agreement or the Securityholder RepresentativeEscrow Agreement, Counsel may represent the Securityholder Representative including, for clarity, with respect to such claims in such dispute even though which the interests of the Securityholder Representative Seller Parties may be directly adverse to AcquirorAcquiror and its Subsidiaries (including the Surviving Corporation). In connection with the foregoing, Merger Sub or the CompanyAcquiror hereby irrevocably waives and agrees not to assert, and even though Counsel may have represented agrees to cause the Surviving Corporation to irrevocably waive and not to assert, any conflict of interest arising from Tonkon’s representation of the Seller Parties after the Closing. Notwithstanding the foregoing, this consent and waiver of the right to assert any conflict of interest is solely limited to matters arising in connection with the negotiation and documentation of this Agreement, the Escrow Agreement and the transactions contemplated hereby and thereby. Nothing in this Section 10.11 shall constitute a waiver of any attorney client privilege or any privilege associated with the Company on any matter (other than Tonkon’s representation of the Company in connection with this Agreement, the other Ancillary Agreements, and the transactions contemplated hereby and thereby, in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror, Merger Sub or manner that would not materially prejudice the Company. Acquiror ’s rights and Merger Sub further agree thatobligations vis-à-vis third parties), and does not waive or excuse Tonkon from complying with applicable rules of professional conduct regarding the confidentiality of any client information of the Company other than as it pertains to all Tonkon’s representation of the Company in connection with this Agreement, the other Ancillary Agreements and the transactions contemplated hereby and thereby. (c) All pre-Closing communications among Counsel, involving attorney client confidences between the Company and the Securityholder Representative that relate Company Securityholders, on the one hand, and Tonkon, on the other hand, in any way the course of and relating to the transactions contemplated by negotiation and documentation of this Agreement, the attorney or client privilege Agreement and the expectation of Ancillary Agreements shall be deemed to be attorney client confidence belongs confidences that belong solely to the Securityholder Representative Company Securityholders (and not the Company) and may be controlled by the Securityholder Representative and shall not pass to or be claimed by Acquiror, Merger Sub or Company Securityholders. Without limiting the Company. Notwithstanding generality of the foregoing, in the event that a dispute arises between Acquiror, Merger Sub or the Company upon and a third party other than a party to this Agreement after the Closing, the Company Securityholders and their Affiliates (and not the Surviving Corporation) shall be the sole holders of the attorney client privilege with respect to such pre-Closing communications relating to the negotiation and documentation of this Agreement and the Ancillary Agreements, and the Company shall not be a holder thereof; provided, in the event a dispute arises after Closing between Acquiror or any of its Affiliates (including the Surviving Corporation), on the one hand, and any other Person other than the Company Securityholders or their respective Affiliates, on the other hand, each of Acquiror and the Surviving Corporation may assert the attorney-client privilege with respect to such pre-Closing communications to prevent disclosure of confidential communications by Counsel thereof to such third party; provided, however, that the Company may not waive such privilege without the prior written consent of the Securityholder RepresentativePerson.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Securityholder Representative may retain Companies and Shareholder have retained Nyemaster G▇▇▇▇▇▇ Procter LLP, existing special counsel to the Company P.C. (“Shareholder’s Counsel”) to act as its their counsel in connection with the transactions contemplated herebyhereby and that Shareholder’s 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 Shareholder’s Counsel for conflict of interest or any other purposes as a result thereof. Acquiror and Merger Sub Parent hereby agree agrees that, in the event that a dispute arises after the Closing between Acquiror and Merger Sub Parent and the Securityholder RepresentativeShareholder, Shareholder’s Counsel may represent the Securityholder Representative Shareholder in such dispute even though the interests of the Securityholder Representative Shareholder may be directly adverse to Acquiror, Merger Sub Parent or the CompanyCompanies, and even though Shareholder’s Counsel may have represented the Company Companies in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror, Merger Sub Parent or the CompanyCompanies. Acquiror and Merger Sub Parent further agree agrees that, as to all communications among Counsel, the Company Shareholder’s Counsel and the Securityholder Representative Companies and the Shareholder that relate in any way to the transactions contemplated by this Agreement, the attorney or attorney-client privilege and the expectation of client confidence belongs to the Securityholder Representative Shareholder and may be controlled by the Securityholder Representative Shareholder and shall not pass to or be claimed by Acquiror, Merger Sub Parent or the CompanyCompanies. Notwithstanding the foregoing, in the event that a dispute arises between Acquiror, Merger Sub Parent or the Company Companies and a third party Person other than a party to this Agreement after the Closing, the Company Companies may assert the attorney-client privilege to prevent disclosure of confidential communications by Shareholder’s Counsel to such third partyPerson; provided, however, that the Company Companies may not waive such privilege without the prior written consent of the Securityholder RepresentativeShareholder.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Securityholder Representative may retain GCompany, WBCP QP and W▇▇▇▇▇▇ Procter LLP▇▇▇▇▇ Capital Partners VII, existing special counsel to the Company LP (“Counsel”together with WBCP QP, "WBCP") have retained K&E to act as its counsel in connection with the transactions contemplated herebyhereby and that K&E 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 K&E for conflict of interest or any other purposes as a result thereof. Acquiror and Merger Sub The Buyer hereby agree agrees that, in the event that a dispute arises after the Closing between Acquiror the Buyer and Merger Sub and WBCP (including WBCP QP, in its capacity as the Securityholder Sellers' Representative), Counsel K&E may represent WBCP (including WBCP QP, in its capacity as the Securityholder Representative Sellers' Representative) in such dispute even though the interests of WBCP (including WBCP QP, in its capacity as the Securityholder Representative Sellers' Representative) may be directly adverse to Acquirorthe Buyer, Merger Sub the Company or the CompanySubsidiaries, and even though Counsel K&E may have represented the Company or the Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Acquirorthe Buyer, Merger Sub the Company or the CompanySubsidiaries. Acquiror and Merger Sub Buyer further agree agrees that, as to all communications among CounselK&E, the Company Company, the Subsidiaries and WBCP (including WBCP QP, in its capacity as the Securityholder Representative Sellers' Representative) that relate in any way to the transactions contemplated by this Agreement, the attorney or attorney-client privilege and the expectation of client confidence belongs to WBCP (including WBCP QP, in its capacity as the Securityholder Representative Sellers' Representative) and may be controlled by the Securityholder Representative WBCP and shall not pass to or be claimed by Acquirorthe Buyer, Merger Sub the Company or the CompanySubsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between Acquirorthe Buyer, Merger Sub the Company or the Company 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 Counsel K&E to such third party; provided, however, that neither the Company nor the Subsidiaries may not waive such privilege without the prior written consent of the Securityholder RepresentativeWBCP.

Conflicts and Privilege. It is acknowledged by each of the parties hereto Parties that the Securityholder Representative may retain G▇▇▇▇▇▇ Procter LLP, existing special counsel to the Company Seller has retained Stikeman Elliott LLP (“Counsel”"SE") to act as its counsel in connection with the transactions contemplated herebyherein. Acquiror and Merger Sub hereby agree Purchaser agrees that, in the event that a dispute arises after the Closing between Acquiror Purchaser and Merger Sub and the Securityholder RepresentativeSeller, Counsel SE may represent the Securityholder Representative Seller in such dispute even though the interests of the Securityholder Representative Seller may be directly adverse to Acquirorany of Purchaser, Merger Sub or the CompanyAcquired Companies and the Non-Controlled Joint Ventures, and even though Counsel SE may have represented any of the Company Acquired Companies and the Non-Controlled Joint Ventures in a matter substantially related to such dispute, or may be handling ongoing matters for AcquirorPurchaser, Merger Sub or the CompanyAcquired Companies and the Non-Controlled Joint Ventures. Acquiror and Merger Sub Purchaser further agree agrees that, as to all communications among CounselSE, the Company Acquired Companies, the Non-Controlled Joint Ventures, Seller and the Securityholder Representative Guarantor that relate in any way to the transactions contemplated by in this Agreement, the attorney or solicitor-client privilege and the expectation of client confidence belongs to the Securityholder Representative Seller and may be controlled by the Securityholder Representative Seller and shall not pass to or be claimed by Acquirorany of Purchaser, Merger Sub or the CompanyAcquired Companies and the Non-Controlled Joint Ventures. Notwithstanding the foregoing, in the event that a dispute arises between AcquirorPurchaser, Merger Sub the Acquired Companies or the Company Non-Controlled Joint Ventures and a third party other than a party to this Agreement after the Closing, the Company Acquired Companies and the Non-Controlled Joint Ventures may assert the attorneyattorney or solicitor-client privilege to prevent disclosure of confidential communications by Counsel SE to such third party; , provided, however, that the Company Acquired Companies and the Non-Controlled Joint Ventures may not waive such privilege without the prior written consent of the Securityholder RepresentativeSeller.

Conflicts and Privilege. It is acknowledged by each of Buyer, the parties hereto that the Securityholder Representative may retain G▇▇▇▇▇▇ Procter LLP, existing special counsel to Shareholders and the Company (“Counsel”) to act as its counsel in connection with the transactions contemplated hereby. Acquiror and Merger Sub hereby agree that, in the event that a dispute arises after the Closing between Acquiror and Merger Sub Buyer or the Company and the Securityholder RepresentativeShareholders Agent or the Shareholders, Counsel ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. may represent the Securityholder Representative Shareholders Agent or the Shareholders in such dispute even though the interests of the Securityholder Representative Shareholders Agent or the Shareholders may be directly adverse to Acquiror, Merger Sub or the Company, and even though Counsel ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for Acquirorthe Company or its Subsidiaries. Buyer, Merger Sub or the Company. Acquiror Shareholders Agent, the Shareholders and Merger Sub the Company further agree that, as to all communications among Counselbetween ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., the Company Company, the Shareholders Agent and the Securityholder Representative Shareholders that relate in any way to the transactions contemplated by this Agreement, the attorney or attorney-client privilege and the expectation of client confidence belongs to the Securityholder Representative Shareholders Agent and the Shareholders and may be controlled by the Securityholder Representative Shareholders Agent and the Shareholders, and shall not pass to or be claimed or controlled by Acquiror, Merger Sub or the Company; provided that neither the Shareholders Agent nor the Shareholders shall waive such attorney-client privilege other than to the extent appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement and the other Transaction Documents. Notwithstanding the foregoing, in the event that a dispute arises between Acquiror, Merger Sub Buyer or the Company and a third party Person other than the Shareholders Agent or a party to this Agreement Shareholder after the Closing, the Company may assert the attorney-client privilege to prevent disclosure of confidential communications by Counsel ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. to such third partyPerson; provided, however, that the Company may not waive such privilege without the prior written consent of the Securityholder RepresentativeShareholders Agent, which consent will not be unreasonably withheld.

Conflicts and Privilege. It is acknowledged by each of the parties hereto Parties that the Securityholder Sellers’ Representative may retain Ghas retained ▇▇▇▇▇▇▇▇▇ Procter LLP, existing special counsel to the Company & ▇▇▇▇▇▇▇ LLP (“Counsel▇▇▇▇▇▇▇▇▇”) to act as its counsel in connection with the transactions contemplated herebyTransactions. Acquiror and Merger Sub The Buyer hereby agree agrees that, in the event that a dispute arises after the Closing between Acquiror the Buyer, Holdco and Merger Sub its Subsidiaries on the one hand, and the Securityholder RepresentativeSellers’ Representative and the Sellers on the other hand, Counsel ▇▇▇▇▇▇▇▇▇ may represent the Securityholder Sellers’ Representative and the Sellers in such dispute even though the interests of the Securityholder Sellers’ Representative and the Sellers may be directly adverse to Acquiror, Merger Sub or the CompanyHoldco and its Subsidiaries, and even though Counsel ▇▇▇▇▇▇▇▇▇ may have represented the Company Holdco or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror, Merger Sub Holdco or the Companyits Subsidiaries. Acquiror and Merger Sub The Buyer further agree agrees that, as to all communications among Counsel▇▇▇▇▇▇▇▇▇, Holdco, its Subsidiaries, the Company and the Securityholder Sellers’ Representative and/or any Seller that relate in any way to the transactions contemplated by this AgreementTransactions, the attorney or attorney-client privilege and the expectation of client confidence belongs to the Securityholder Sellers’ Representative and the Sellers and may be controlled by the Securityholder Sellers’ Representative and the Sellers and shall not pass to or be claimed by Acquirorthe Buyer, Merger Sub Holdco or the Companyany of its Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between Acquirorthe Buyer, Merger Sub or Holdco and its Subsidiaries on the Company one hand and a third party other than the Sellers’ Representative or a party to this Agreement after Seller on the Closingother hand, the Company Buyer, Holdco and its Subsidiaries may assert the attorney-client privilege to prevent disclosure of confidential communications by Counsel to such third party; provided, however, that neither the Company Buyer, Holdco or its Subsidiaries may not waive such privilege without the prior written consent of the Securityholder Sellers’ Representative.

Conflicts and Privilege. It is acknowledged by each of the parties hereto Parties that the Securityholder Representative may retain GSellers have retained ▇▇▇▇▇▇▇▇ Procter LLP, existing special counsel to the Company ▇▇▇▇▇▇▇ LLP (“Counsel”"SE") to act as its counsel in connection with the transactions contemplated herebyby this Agreement. Acquiror and Merger Sub hereby agree ▇▇▇▇▇▇▇▇▇ agrees that, in the event that a dispute arises after the Closing between Acquiror and Merger Sub and the Securityholder RepresentativeParties, Counsel SE may represent the Securityholder Representative Sellers in such dispute even though the interests of the Securityholder Representative Sellers may be directly adverse to Acquiror, Merger Sub Purchaser or the CompanyAcquired Companies, and even though Counsel SE may have represented any of the Company Acquired Companies in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror, Merger Sub Purchaser or the CompanyAcquired Companies. Acquiror and Merger Sub ▇▇▇▇▇▇▇▇▇ further agree agrees that, as to all communications among CounselSE, the Company Acquired Companies, and the Securityholder Representative Sellers that relate in any way to the transactions contemplated by this Agreement, the attorney or solicitor-client privilege and the expectation of client confidence belongs to the Securityholder Representative Sellers and may be controlled by the Securityholder Representative Sellers and shall will not pass to or be claimed by Acquiror, Merger Sub Purchaser or the CompanyAcquired Companies. Notwithstanding the foregoing, in the event that a dispute arises between Acquiror, Merger Sub Purchaser or the Company Acquired Companies and a third party other than a party to this Agreement Party after the Closing, the Company Acquired Companies may assert the attorneyattorney or solicitor-client privilege on behalf of Sellers to prevent disclosure of confidential communications by Counsel SE to such third party; provided, however, that the Company Acquired Companies may not waive such privilege without the prior written consent of the Securityholder RepresentativeSellers.

Conflicts and Privilege. It is acknowledged by each of the parties hereto Parties that the Securityholder Representative may retain GSellers and the Corporation have retained ▇▇▇▇▇▇▇ Procter LLP, existing special counsel to the Company ▇▇▇▇▇ LLP (“Sellers’ Counsel”) to act as its their counsel in connection with the transactions contemplated herebyTransactions. Acquiror and Merger Sub The Purchaser hereby agree agrees that, in the event that a dispute arises after the Closing between Acquiror the Purchaser (on the one hand) and Merger Sub and any of the Securityholder RepresentativeSellers (on the other hand), the Sellers’ Counsel may represent the Securityholder Representative Sellers in such dispute even though the interests of the Securityholder Representative Sellers may be directly adverse to Acquirorthe Purchaser, Merger Sub the Corporation or any other of the CompanyAcquired Entities, and even though Sellers’ Counsel may have represented the Company Corporation or any other of the Acquired Entities in a matter substantially related to such dispute, or may be handling ongoing matters for Acquirorthe Purchaser, Merger Sub the Corporation or the Companyany other of Acquired Entities. Acquiror and Merger Sub The Purchaser further agree agrees that, as to all communications among Sellers’ Counsel, the Company and Corporation, any other of the Securityholder Representative Acquired Entities or the Sellers that relate in any way to the transactions contemplated by this AgreementTransactions, the attorney or solicitor-client privilege and the expectation of client confidence belongs to the Securityholder Representative Sellers and may be controlled by the Securityholder Representative Sellers and shall not pass to or be claimed by Acquirorthe Purchaser, Merger Sub the Corporation or any other of the CompanyAcquired Entities. Notwithstanding the foregoing, in the event that a dispute arises between Acquirorthe Purchaser, Merger Sub the Corporation or any other member of the Company Acquired Entities and a third party other than a party Party to this Agreement after the Closing, the Company Corporation and any other of the Acquired Entities may assert the attorneyattorney or solicitor-client privilege to prevent disclosure of confidential communications by Sellers’ Counsel to such third party; provided, however, that neither the Company Corporation nor any other of the Acquired Entities may not waive such privilege without the prior written consent of the Securityholder RepresentativeSellers. This Section 6.21 shall survive the Closing.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that Seller and the Securityholder Representative may retain G▇▇have retained U▇▇▇▇ Procter LLP, existing special counsel to the Company & Berne LLP (“CounselU&B”) to act as its their counsel in connection with the transactions contemplated herebyhereby and that U&B 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 U&B for conflict of interest or any other purposes as a result thereof. Acquiror and Merger Sub Parent hereby agree agrees that, in the event that a dispute arises after the Closing between Acquiror and Merger Sub Parent and the Securityholder RepresentativeRepresentative (on behalf of the Stockholders), Counsel U&B may represent the Securityholder Representative in such dispute even though the interests of the Securityholder Representative may be directly adverse to AcquirorParent, Merger Sub the other Stockholders, the Surviving Entity or the Companyits Subsidiaries, and even though Counsel U&B may have represented the Company Surviving Entity or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for AcquirorParent, Merger Sub the Surviving Entity or the Companyits Subsidiaries. Acquiror and Merger Sub Parent further agree agrees that, as to all communications among Counsel, the Company U&B and the Securityholder Surviving Entity, any Subsidiary thereof and/or the Representative that relate in any way to the transactions contemplated by this Agreement, the attorney or attorney-client privilege and the expectation of client confidence belongs to the Securityholder Representative and may be controlled by the Securityholder Representative and shall not pass to or be claimed by AcquirorParent, Merger Sub the Surviving Entity or the Companyany Subsidiary. Notwithstanding the foregoing, in the event that a dispute arises between AcquirorParent, Merger Sub the Surviving Entity or the Company any Subsidiary and a third party other than a party to this Agreement after the Closing, the Company Surviving Entity or such Subsidiary may assert the attorney-client privilege to prevent disclosure of confidential communications by Counsel U&B to such third party; provided, however, that neither the Company Surviving Entity nor such Subsidiary may not waive such privilege without the prior written consent of U&B, as applicable. U&B is an intended third party beneficiary of this Section 10.16 and shall be entitled to rely on the Securityholder Representativeprovisions hereof.

Conflicts and Privilege. It is acknowledged by each Each of the parties hereto acknowledges and agrees that the Securityholder Representative may retain G▇▇▇▇▇▇ Procter LLP, existing special ▇▇▇▇ LLP (“Tonkon”) has acted as counsel to the Company (“Counsel”) to act as its counsel Company, Shareholder Representative, Seller, and each of the Shareholders in connection with the negotiation of this Agreement and consummation of the transactions contemplated hereby. Acquiror . (a) Buyer hereby consents and Merger Sub hereby agrees to, and agrees to cause, the Company to consent and agree thatto, in Tonkon representing the event that a dispute arises Shareholder Representative, Seller, and/or any of the Shareholders (collectively, the “Seller Parties”) after the Closing between Acquiror and Merger Sub and the Securityholder RepresentativeClosing, Counsel may represent the Securityholder Representative including, without limitation, with respect to disputes in such dispute even though which the interests of the Securityholder Representative Seller Parties may be directly adverse to Acquiror, Merger Sub or Buyer and its subsidiaries (including the Company). In connection with the foregoing, Buyer hereby irrevocably waives and agrees not to assert, and even though Counsel may have represented agrees to cause the Company to irrevocably waive and not to assert, any conflict of interest arising from or in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror, Merger Sub or the Company. Acquiror and Merger Sub further agree that, as to all communications among Counsel, connection with (i) Tonkon’s prior representation of the Company and (ii) Tonkon’s representation of the Securityholder Representative that relate in any way Shareholder Representative, Seller and the Shareholders prior to and after the Closing, including the communication by Tonkon to the transactions contemplated by Seller Parties in connection with any such representation. Notwithstanding the foregoing, this consent and waiver of the right to assert any conflict of interest is solely limited to matters arising in connection with the negotiation and documentation of this Agreement, the attorney or Transaction Documents and the transactions contemplated hereby and thereby. Nothing in this Section 10.15 shall constitute a waiver of any attorney-client privilege or any privilege associated with the Company on any matter (other than Tonkon’s representation of the Company in connection with this Agreement, the Transaction Documents, and the expectation transactions contemplated hereby and thereby, in a manner that would not materially prejudice the Company’s rights and obligations vis a vis third parties), and does not waive or excuse Tonkon from complying with applicable rules of professional conduct regarding the confidentiality of any client confidence belongs information of the Company other than as it pertains to Tonkon’s representation of the Company in connection with this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby. (b) In addition, all communications involving attorney-client confidences between the Company, Seller, the Shareholders or the Shareholder Representative, on the one hand, and Tonkon, on the other hand, in the course of the negotiation and documentation of this Agreement and the Transaction Documents shall be deemed to be attorney-client confidences that belong solely to the Securityholder Seller, the Shareholders and the Shareholder Representative (and not the Company) and may be controlled by the Securityholder Representative Seller, the Shareholders and shall not pass to or be claimed by Acquiror, Merger Sub or the CompanyShareholder Representative. Notwithstanding Without limiting the generality of the foregoing, in the event that a dispute arises between Acquiror, Merger Sub or the Company upon and a third party other than a party to this Agreement after the Closing, the Company may assert Seller, the Shareholders and the Shareholder Representative and their Affiliates (and not the Company) shall be the sole holders of the attorney-client privilege with respect to prevent disclosure the negotiation and documentation of confidential communications by Counsel to such third party; providedthis Agreement and the Transaction Documents, however, that and the Company may shall not waive such privilege without the prior written consent of the Securityholder Representativebe a holder thereof.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Securityholder Representative may retain G▇▇▇▇▇▇▇▇▇ Procter LLP, existing special counsel to ▇▇▇▇▇▇▇ LLP has represented the Company (“Counsel”) to act as its counsel in connection with the transactions contemplated herebyby this Agreement and no other Person. Acquiror Purchaser and Merger Sub the Company hereby agree that, in the event that a dispute arises after the Closing between Acquiror Purchaser or the Company and Merger Sub and the Securityholder RepresentativeStockholders, Counsel ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP may represent the Securityholder Representative Stockholders in such dispute even though the interests of the Securityholder Representative Stockholders may be directly adverse to Acquiror, Merger Sub or the Company, and even though Counsel ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror, Merger Sub or the Company. Acquiror Purchaser, Stockholders and Merger Sub the Company further agree that, as to all communications among Counselbetween ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, the Company and the Securityholder Representative Stockholders that relate in any way to the transactions contemplated by this Agreement, the attorney or attorney-client privilege and the expectation of client confidence belongs to the Securityholder Representative Stockholders and may be controlled by the Securityholder Representative Stockholders, and shall not pass to or be claimed or controlled by Acquiror, Merger Sub or the Company; provided that Stockholders shall waive such attorney-client privilege other than to the extent appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement and the other Stockholder Documents. Notwithstanding the foregoing, in the event that a dispute arises between Acquiror, Merger Sub Purchaser or the Company and a third party Person other than a party to this Agreement Stockholders after the Closing, the Company may assert the attorney-client privilege to prevent disclosure of confidential communications by Counsel ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to such third partyPerson; provided, however, that the Company may not waive such privilege without the prior written consent of Stockholders’ Representative, which consent will not be unreasonably withheld. For the Securityholder avoidance of doubt, no Stockholder shall be required to use ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP or is otherwise agreeing to use ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP in the future and representation of Stockholders shall include Stockholders’ Representative.

Conflicts and Privilege. It is acknowledged by each Parent, on behalf of itself, the Surviving Company and the Operating Company and its respective Affiliates (together, a “Parent Party”), agrees that, notwithstanding any current or prior representation of the parties hereto that the Securityholder Representative may retain GCompany by ▇▇▇▇▇ & ▇▇▇▇▇▇▇ Procter LLPLLP (“▇▇▇▇▇”), existing special counsel ▇▇▇▇▇ shall be allowed to represent the Stockholder Representative and its Affiliates in any matters and disputes adverse to the Company (“Counsel”) Parent Party that either is existing on the date hereof or arises in the future and relates to act as its counsel in connection with this Agreement and the transactions contemplated hereby. Acquiror Parent, on behalf of itself and Merger Sub each Parent Party, hereby agree (a) waives any claim that any Parent Party has or may have that ▇▇▇▇▇ has a conflict of interest or is otherwise prohibited from engaging in such representation and (b) agrees that, in the event that if a dispute arises after the Closing between Acquiror and Merger Sub a Parent Party and the Securityholder RepresentativeStockholder Representative or any of its Affiliates, Counsel then ▇▇▇▇▇ may represent the Securityholder Stockholder Representative or any of its Affiliates in such dispute dispute, even though the interests of the Securityholder Stockholder Representative or any of its Affiliates may be directly adverse to Acquiror, Merger Sub or the Company, Parent Party and even though Counsel ▇▇▇▇▇ may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for Acquirorthe Parent Party. Parent, Merger Sub or the Company. Acquiror on behalf of itself and Merger Sub further agree each Parent Party, also agrees that, as to all communications between or among Counsel▇▇▇▇▇ and a Company Holder, the Company and Stockholder Representative, the Securityholder Representative Company, and/or any of its respective Affiliates that relate in any way to the transactions contemplated by this Agreementhereby, the attorney or attorney-client privilege and the expectation of client confidence belongs to the Securityholder Representative Company Holders and the Stockholder Representative, may not be controlled by the Securityholder Representative any Parent Party and shall not pass to or be claimed by Acquiror, Merger Sub the Parent Party or the Company. Notwithstanding the foregoing, in the event that if a dispute arises between Acquiror, Merger Sub or the Company a Parent Party and a third party other than a party to this Agreement the Stockholder Representative or an Affiliate of the Stockholder Representative after the Closing, then the Company Parent Party (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by Counsel to such third party▇▇▇▇▇; provided, however, that the Company Parent Party may not waive such privilege without the prior written consent of the Securityholder Stockholder Representative.

Conflicts and Privilege. It is acknowledged The Buyer acknowledges and agrees that the Non-ESOP Sellers and the Seller Representative shall not be precluded from retaining the services of MFS and ESOP Counsel as its legal counsel, and the ESOP Trustee shall not be precluded from retaining the services of Polsinelli as its legal counsel, in the event of any dispute between the Buyer or the Company, on the one hand, and the Sellers, on the other hand, because such dispute concerns the Contemplated Transactions or whether otherwise involving the Company, notwithstanding, by each itself, any result of MFS’s or ESOP Counsel’s prior representation of the parties hereto that the Securityholder Representative may retain GCompany or P▇▇▇▇▇▇▇▇▇’▇ Procter LLPprior representation of the ESOP Trustee. Notwithstanding the sale of the Shares to the Buyer, existing special counsel the Buyer agrees that neither the Buyer nor the Company shall have the right to assert (and the Buyer shall cause the Company not to assert) the attorney/client privilege as to any attorney/client privileged pre-Closing communications between the Sellers, the ESOP Trustee, the Company or any officer, director or employee of the Company (for the Company and its officers, directors and employees, only with respect to pre-Closing communications), on one hand, and MFS, ESOP Counsel or Polsinelli on the other hand, to the extent that the privileged communications directly relate to the Contemplated Transactions (“CounselPrivileged Communications”) to act as ), provided, however, that no Seller or any of its counsel Affiliates or Representatives may waive any such attorney/client privilege or exception of client confidence in connection with any matter involving a third party without the transactions contemplated hereby. Acquiror and Merger Sub hereby agree that, in the event that a dispute arises after the Closing between Acquiror and Merger Sub and the Securityholder Representative, Counsel may represent the Securityholder Representative in such dispute even though the interests prior written consent of the Securityholder Representative may be directly adverse to Acquiror, Merger Sub or the Company, and even though Counsel may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror, Merger Sub or the Company. Acquiror and Merger Sub further agree that, as to all communications among Counsel, the Company and the Securityholder Representative that relate in any way to the transactions contemplated by this Agreement, the attorney or client privilege and the expectation of client confidence belongs to the Securityholder Representative and may be controlled by the Securityholder Representative and shall not pass to or be claimed by Acquiror, Merger Sub or the CompanyBuyer. Notwithstanding the foregoing, in the event that a dispute arises between AcquirorBuyer or its Affiliates (including the Acquired Companies), Merger Sub or on the Company one hand, and a third party other than a party to this Agreement after any Seller, on the Closingother hand, Buyer and its Affiliates (including the Company Acquired Companies) may assert the attorney-client privilege to prevent disclosure of confidential communications by Counsel to such third party; party and the Buyer and the Sellers will share such privilege with respect to such Privileged Communications solely in respect of any such disputes, provided, however, that neither Buyer nor any of its Affiliates (including the Company Acquired Companies) may not waive such privilege with respect to the Privileged Communications without the prior written consent of the Securityholder Sellers’ Representative., which consent shall not be unreasonably withheld, conditioned or delayed. Except as set forth herein, the parties hereto agree that only the Sellers shall be entitled to assert such attorney/client privilege in connection with any dispute between the parties hereto in connection with such communications following the Closing and the files generated and maintained by MFS, ESOP Counsel and Polsinelli as a result of MFS’s and ESOP Counsel’s representation of the Company and, if applicable, the Non-ESOP Sellers, and as a result of P▇▇▇▇▇▇▇▇▇’▇ representation of the ESOP Trustee, in connection with the Contemplated Transaction or any efforts to sell the Shares to the Buyer or any other Person shall be and become the exclusive property of the Sellers, as applicable. 96760364_21

Conflicts and Privilege. It is acknowledged by each of the parties hereto that (a) the Securityholder Representative or the Securityholders may retain G▇▇▇▇▇▇▇ Procter LLP, existing special counsel to the Company LLP (“Counsel▇▇▇▇▇▇▇”) to act as its counsel in connection with the transactions contemplated hereby. Acquiror , and (b) Buyer, Merger Sub and Merger Sub LLC hereby agree that, in the event that a dispute arises after the Closing between Acquiror and Buyer, Merger Sub and Merger LLC, on the one hand, and the Securityholder RepresentativeRepresentative or the Securityholders, Counsel on the other hand, ▇▇▇▇▇▇▇ may represent the Securityholder Representative and/or the Securityholders in such dispute even though the interests of the Securityholder Representative and/or the Securityholders may be directly adverse to AcquirorBuyer, Merger Sub Sub, Merger LLC or the Company or the Surviving Company, and even though Counsel ▇▇▇▇▇▇▇ may have represented the Company or the Surviving Company in a matter substantially related to such dispute, or may be handling ongoing matters for Acquirorthe Company or the Surviving Company. Buyer, Merger Sub or the Company. Acquiror and Merger Sub LLC further agree that, as to all communications among Counsel▇▇▇▇▇▇▇, the Company Company, the Securityholders and the Securityholder Representative that relate in any way to the transactions contemplated by this Agreement, the attorney or attorney-client privilege and the expectation of client confidence belongs to the Securityholder Representative and/or the Securityholders (as applicable) and may be controlled by the Securityholder Representative and/or the Securityholders and shall not pass to or be claimed by AcquirorBuyer, Merger Sub Sub, Merger LLC, the Surviving Company or the Company, to the Surviving Company or to the First-Step Surviving Corporation. Notwithstanding the foregoing, in the event that a dispute arises between AcquirorBuyer, Merger Sub Sub, Merger LLC or the Surviving Company and a third party other than a party to this Agreement after the Closing, the Surviving Company may assert the attorney-client privilege to prevent disclosure of confidential communications by Counsel ▇▇▇▇▇▇▇ to such third party; provided, however, that the Company may not waive such privilege without the prior written consent of the Securityholder Representative.

Conflicts and Privilege. It is acknowledged by each (i) The Parent and the Company, on behalf of their respective successors and assigns, agree that, if a dispute with respect to this Agreement or the Transactions arises after the Closing between or among: (x) the Sponsor, the stockholders, shareholders or holders of other Equity Securities of the parties hereto Parent or the Sponsor or any of their respective directors, members, partners, officers, employees or Affiliates (collectively, the “LCW Group”), on the one hand; and (y) the Parent following the Closing or any member of the Company Group, on the other hand, any legal counsel, including SA, that represented the Securityholder Representative Parent or the Sponsor prior to the Closing may retain G▇represent the Sponsor or any other member of the LCW Group, in such dispute even though: (A) the interests of such Persons may be directly adverse to the Parent and its Affiliates (following the Closing); and (B) such counsel may have represented the Parent in a matter substantially related to such dispute or may be handling ongoing matters for the Parent or the Sponsor. The Parent and the Company, on behalf of their respective successors and assigns, further agree that, as to all Legally Privileged Communications prior to the Closing between or among the Parent, the Sponsor or any other member of the LCW Group, on the one hand, and SA, on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Transactions and belong to the LCW Group after the Closing. The attorney/client privilege and the expectation of client confidence with respect to the foregoing shall not pass to or be claimed or controlled by the Parent and its Affiliates (following the Closing). Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with the Parent or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Parent. (ii) The Parent and the Company, on behalf of their respective successors and assigns agree that, if a dispute with respect to this Agreement or the Transactions arises after the Closing between or among: (x) the stockholders, shareholders or holders of other Equity Securities of the Company or any of their respective directors, members, partners, officers, employees or Affiliates (collectively, the “Company Group”), on the one hand; and (y) the Company (following the Closing) or any member of the LCW Group, on the other hand, any legal counsel, including V▇▇▇▇▇ Procter LLP, existing special counsel Price P.C. (“VP”) that represented the Company prior to the Company (“Counsel”) to act as its counsel in connection with the transactions contemplated hereby. Acquiror and Merger Sub hereby agree that, in the event that a dispute arises after the Closing between Acquiror and Merger Sub and the Securityholder Representative, Counsel may represent any member of the Securityholder Representative Company Group in such dispute even though though: (A) the interests of the Securityholder Representative such Persons may be directly adverse to Acquiror, Merger Sub or the Company, Company (following the Closing); and even though Counsel (B) such counsel may have represented the Parent or the Company in a matter substantially related to such dispute, dispute or may be handling ongoing matters for Acquiror, Merger Sub the Parent or the Company (following the Closing). The Parent and the Company. Acquiror , on behalf of their respective successors and Merger Sub assigns, further agree that, as to all communications Legally Privileged Communications prior to the Closing between or among Counselthe Company or any member of the Company Group, on the one hand, and VP, on the other hand, the Company and the Securityholder Representative that relate in any way to the transactions contemplated by this Agreement, the attorney or attorney/client privilege and the expectation of client confidence belongs shall survive the Transactions and belong to the Securityholder Representative Company Group after the Closing. The attorney/client privilege and may be controlled by the Securityholder Representative and expectation of client confidence with respect to the foregoing shall not pass to or be claimed or controlled by Acquiror, Merger Sub or the CompanyCompany (following the Closing). Notwithstanding the foregoing, in any privileged communications or information shared by the event that a dispute arises between Acquiror, Merger Sub or Parent prior to the Closing with the Company and under a third party other than a party to this Agreement after common interest agreement shall remain the privileged communications or information of the Company (following the Closing, the Company may assert the attorney-client privilege to prevent disclosure of confidential communications by Counsel to such third party; provided, however, that the Company may not waive such privilege without the prior written consent of the Securityholder Representative).

Conflicts and Privilege. It is acknowledged by each of the parties hereto that ACAS, ACEI, ACEII, the Company and the Securityholder Representative may retain Ghave retained PB and ▇▇▇▇▇▇ Procter LLP, existing special counsel to the Company & ▇▇▇▇▇▇ LLP (“CounselAP”) to act as its their counsel in connection with the transactions contemplated herebyhereby and that neither PB nor AP has 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 PB or AP for conflict of interest or any other purposes as a result thereof. Acquiror and Merger Sub The Buyer hereby agree agrees that, in the event that a dispute arises after the Closing between Acquiror and Merger Sub and the Buyer, ACAS, ACEI, ACEII or the Securityholder Representative, Counsel PB or AP may represent ACAS, ACEI, ACEII or the Securityholder Representative in such dispute even though the interests of ACAS, ACEI, ACEII or the Securityholder Representative may be directly adverse to AcquirorBuyer, Merger Sub the other Securityholders, the Company or the CompanySubsidiaries, and even though Counsel PB or AP, as applicable, may have represented the Company or the Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Acquirorthe Buyer, Merger Sub the Company or the CompanySubsidiaries. Acquiror and Merger Sub The Buyer further agree agrees that, as to all communications among CounselPB or AP and the Company, the Company and any Subsidiary, ACAS, ACEI, ACEII and/or the Securityholder Representative that relate in any way to the transactions contemplated by this Agreement, the attorney or attorney-client privilege and the expectation of client confidence belongs to the Securityholder Representative and may be controlled by the Securityholder Representative and shall not pass to or be claimed by Acquirorthe Buyer, Merger Sub the Company or the Companyany Subsidiary. Notwithstanding the foregoing, in the event that a dispute arises between Acquirorthe Buyer, Merger Sub or the Company or any Subsidiary and a third party other than a party to this Agreement after the Closing, the Company or such Subsidiary may assert the attorney-client privilege to prevent disclosure of confidential communications by Counsel PB or AP to such third party; provided, however, that neither the Company nor such Subsidiary may not waive such privilege without the prior written consent of PB or AP, as applicable. Each of PB and AP is an intended third party beneficiary of this Section 8.06 and shall be entitled to rely on the Securityholder Representativeprovisions hereof.

Conflicts and Privilege. It is acknowledged by each of the parties hereto Parties that the Securityholder Companies, the Company Holders, and the Seller Representative may retain Ghave retained ▇▇▇▇▇▇▇▇▇ Procter LLP, existing special counsel to the Company Will & ▇▇▇▇▇ LLP (“Counsel▇▇▇▇▇▇▇▇▇”) ), to act as its their counsel in connection with the transactions contemplated hereby. Acquiror and Merger Sub The Purchaser hereby agree agrees that, in the event that a dispute arises after the Closing between Acquiror and Merger Sub the Purchaser or any of the Companies, on the one hand, and the Securityholder RepresentativeSeller Representative or any of the Company Holders on the other hand, Counsel ▇▇▇▇▇▇▇▇▇ may represent the Securityholder Seller Representative and Company Holders in such dispute dispute, even though the interests of the Securityholder Seller Representative and Company Holders may be directly adverse to Acquiror, Merger Sub or the CompanyCompanies, and even though Counsel ▇▇▇▇▇▇▇▇▇ may have represented one or more of the Company Companies in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror, Merger Sub or the Company. Acquiror and Merger Sub The Purchaser further agree agrees that, as to all communications among Counsel▇▇▇▇▇▇▇▇▇, the Companies, the Seller Representative and/or any Company and the Securityholder Representative Holders that relate in any way to the transactions contemplated by this Agreement, the attorney or attorney-client privilege and the expectation of client confidence belongs to the Securityholder Seller Representative and the Company Holders and may be controlled by the Securityholder Seller Representative and Company Holders and shall not pass to or be claimed by Acquiror, Merger Sub the Purchaser or the CompanyCompanies after the Closing. Notwithstanding the foregoing, in the event that a dispute arises between Acquiror, Merger Sub or the Company Purchaser and the Companies on the one hand and a third party other than a party to this Agreement after the ClosingSeller Representative or any Company Holder, on the other hand, the Company Purchaser and the Companies may assert the attorney-client privilege to prevent disclosure of confidential communications by Counsel to such third party; provided, however, that neither the Company Purchaser or the Companies may not waive such privilege without the prior written consent of the Securityholder RepresentativeSeller Representative (which consent may not be unreasonably withheld or delayed).

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Securityholder Representative may retain GRepresentatives have retained ▇▇▇▇▇▇▇ Procter LLP, existing special counsel to the Company (“Counsel”) LLP to act as its the Representatives’ counsel in connection with the transactions contemplated hereby. Acquiror Parent and Merger Sub Acquisition Subsidiary hereby agree that, in the event that a dispute arises after the Closing between Acquiror the Parent and Merger Sub its Subsidiaries on the one hand, and the Securityholder RepresentativeRepresentatives and the Unitholders on the other hand, Counsel ▇▇▇▇▇▇▇ Procter LLP may represent the Securityholder Representative Representatives and Unitholders in such dispute even though the interests of the Securityholder Representative Representatives and Unitholders may be directly adverse to AcquirorParent, Merger Sub or the Companyand its Subsidiaries, and even though Counsel ▇▇▇▇▇▇▇ Procter LLP may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror, Merger Sub the Surviving Company or the Companyits Subsidiaries. Acquiror Parent and Merger Sub Acquisition Subsidiary further agree that, as to all communications among Counsel▇▇▇▇▇▇▇ Procter LLP, the Company and Company, its Subsidiaries, the Securityholder Representative Representatives and/or any Unitholder that relate in any way specifically and solely to the transactions contemplated by this Agreement, the attorney or attorney-client privilege and the expectation of client confidence as the same relate or apply to any specific communications as between the Company or any Subsidiary of the Company and ▇▇▇▇▇▇▇ Procter LLP belongs to the Securityholder Representative Representatives and the Unitholders and the same may be controlled by the Securityholder Representative Representatives and Unitholders and shall not pass to or be claimed by AcquirorParent, Merger Sub Acquisition Subsidiary, the Surviving Company or the Companyany of its Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between AcquirorParent, Merger Sub or the Surviving Company and its Subsidiaries on the one hand and a third party other than the Representatives or a party to this Agreement after Unitholder, on the Closingother hand, Parent, the Surviving Company and its Subsidiaries may assert the attorney-client privilege to prevent disclosure of confidential communications by Counsel to such third party; provided, however, that the Company may not waive such privilege without the prior written consent of the Securityholder Representative.

Conflicts and Privilege. It From and after the Closing Date, it is acknowledged by each of the parties hereto possible that the Securityholder Representative may retain G▇▇▇▇▇▇▇▇ Procter ▇▇▇▇▇▇▇▇▇ LLP, existing special counsel to the Company . (“Company Counsel”) to act as its counsel will represent Sellers, Real Property Owners or other related Persons (individually and collectively, the “Seller Group”), in connection with the transactions contemplated hereby. Acquiror and Merger Sub hereby agree thatEscrow Amount, in the event that a dispute arises after the Closing between Acquiror and Merger Sub and the Securityholder Representative, Counsel may represent the Securityholder Representative in such dispute even though the interests of the Securityholder Representative may be directly adverse to Acquiror, Merger Sub or the Company, and even though Counsel may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror, Merger Sub or the Company. Acquiror and Merger Sub further agree that, as to all communications among Counsel, the Company and the Securityholder Representative that relate in any way to the transactions contemplated by herein or in the Escrow Agreement, and any claims made pursuant to this Agreement, the attorney Escrow Agreement or other Transaction Documents. Buyers and the Companies hereby agree that Company Counsel (or any successor thereof) may represent the Seller Group in the future to the extent related directly to issues that may arise under this Agreement, the Escrow Agreement, the Transition Services Agreement, the Leases, the other Transaction Documents, the administration of the Escrow Amount, and any claims that may be made thereunder pursuant to this Agreement, the Escrow Agreement, or the other Transaction Documents (“Indemnification Matters”). As to all privileged communications prior to the Closing Date between or among Company Counsel, Sellers or the Companies to the extent directly related to the Indemnification Matters, the attorney-client privilege and the expectation of client confidence belongs to with the Securityholder Representative and may be controlled by the Securityholder Representative and Companies shall not pass to or be claimed by Acquiror, Merger Sub or the Company. Notwithstanding the foregoing, in the event that a dispute arises between Acquiror, Merger Sub or 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 Counsel to such third partyor limit Company Counsel’s representation hereunder; provided, however, that neither the Company may not Companies nor Buyers waive such privilege without the prior written consent attorney-client privilege. Company Counsel (or any successor thereof) may serve as counsel to all or a portion of the Securityholder Representative.Seller Group or any member, manager, partner, officer, employee, representative, or Affiliate of the Seller Group in connection with of the Indemnification Matters; provided that in connection with the representation of Seller Group in any Indemnification Matter, no Company Counsel attorney will take any action that would reasonably be expected to jeopardize or waive attorney-client privilege or any other privilege of Buyers, the Companies, or any of their respective Affiliates. Buyers and the Companies each consent to such representation, and acknowledges that such consent voluntary. 66 Capital Pumping

Conflicts and Privilege. It is acknowledged by each of the parties hereto Parties that the Securityholder Representative may retain G▇▇▇▇▇▇ Procter LLP, existing special counsel to the Company has retained White & Case LLP (“CounselW&C”) to act as its counsel in connection with the transactions contemplated herebyhereby and that W&C 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 W&C for conflict of interest or any other purposes as a result thereof. Acquiror Parent and Merger Sub hereby agree that, in the event that a dispute arises after the Closing between Acquiror Parent or the Surviving Corporation, on the one hand, and Merger Sub and any former Equity Holder of the Securityholder Company or the Stockholders’ Representative, Counsel W&C may represent any such former Equity Holder or the Securityholder Representative Stockholders’ Representative, as applicable, in such dispute even though the interests of such former Equity Holder or the Securityholder Representative Stockholders’ Representative, as applicable, may be directly adverse to AcquirorParent, Merger Sub the Surviving Corporation or the Companyits Subsidiaries, and even though Counsel W&C may have represented the Company or the Company Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for AcquirorParent, Merger Sub the Surviving Corporation or the Companyits Subsidiaries. Acquiror Parent and Merger Sub further agree that, as to all communications among CounselW&C, the Company, the Company Subsidiaries, the Stockholders’ Representative and the Securityholder Representative Equity Holders that primarily relate in any way to the transactions contemplated by this Agreement, the attorney or attorney-client privilege and the expectation of client confidence belongs to the Securityholder Representative Company and, from and after the Effective Time, the former Equity Holders of the Company, and may be controlled only by the Securityholder Representative them and shall not pass to or be claimed by AcquirorParent, Merger Sub the Surviving Corporation or the Companyits Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between AcquirorParent, Merger Sub the Surviving Corporation or its Subsidiaries, on the Company one hand, and a third party other than a party Party to this Agreement after the Closing, on the Company other hand, the Surviving Corporation and its Subsidiaries may assert the attorney-client privilege to prevent disclosure of confidential communications by Counsel W&C to such third party; provided, however, that neither the Company Surviving Corporation nor its Subsidiaries may not waive such privilege without the prior written consent of the Securityholder Stockholders’ Representative.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Securityholder Companies, some or all of the Sellers and Selling Equityholders, and the Sellers’ Representative may retain Ghave retained ▇▇▇▇▇▇ Procter LLP, existing special counsel to the Company ▇▇▇▇▇▇▇▇ + ▇▇▇▇ LLP (“CounselWNJ”) to act as its their counsel in connection with the transactions contemplated herebyhereby and that WNJ 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 WNJ for conflict of interest or any other purposes as a result thereof. Acquiror and Merger Sub Buyer hereby agree agrees that, in the event that a dispute arises after the Closing between Acquiror and Merger Sub and Purchaser, the Securityholder Sellers, the Selling Equityholders or the Sellers’ Representative, Counsel WNJ may represent the Securityholder Sellers, Selling Equityholders or the Sellers’ Representative in such dispute even though the interests of the Securityholder Sellers, Selling Equityholders or Sellers’ Representative may be directly adverse to AcquirorPurchaser, Merger Sub the other Sellers, the other Selling Equityholders or the CompanyCompanies, and even though Counsel WNJ may have represented the Company Companies in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror, Merger Sub Purchaser or the CompanyCompanies. Acquiror and Merger Sub Purchaser further agree agrees that, as to all communications among CounselWNJ and the Companies, the Company and Sellers, the Securityholder Selling Equityholders and/or the Sellers’ Representative that relate in any way to the transactions contemplated by this Agreement, the attorney or attorney-client privilege and the expectation of client confidence belongs to the Securityholder Sellers’ Representative and may be controlled by the Securityholder Sellers’ Representative and shall not pass to or be claimed by Acquiror, Merger Sub Purchaser or the CompanyCompanies. Notwithstanding the foregoing, in the event that a dispute arises between Acquiror, Merger Sub Purchaser or the Company Companies and a third party Person other than a party to this Agreement after the Closing, the Company Companies may assert the attorney-client privilege to prevent disclosure of confidential communications by Counsel WNJ to such third partyPerson; provided, however, that the Company Companies may not waive such privilege without the prior written consent of the Securityholder Sellers’ Representative.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that each of the Securityholder Securityholders’ Representative may retain Gand SupplyPike has retained ▇▇▇▇▇▇▇ Procter LLP, existing special counsel to the Company LLP (“Counsel▇▇▇▇▇▇▇”) to act as its counsel in connection with the transactions contemplated herebyContemplated Transactions. Acquiror Parent and Merger Sub hereby agree that, that in the event that a dispute arises after the Closing between Acquiror and Merger Sub Parent or any of its Subsidiaries, on the one hand, and the Securityholder RepresentativeSecurityholders’ Representative or any of the Securityholders or SupplyPike, Counsel on the other hand, ▇▇▇▇▇▇▇ may represent the Securityholder Representative Securityholders’ Representative, Securityholders and/or SupplyPike in such dispute even though the interests of the Securityholder Representative Securityholders’ Representative, Securityholders and/or SupplyPike may be directly adverse to Acquiror, Merger Sub Parent or the Companyany of its Subsidiaries, and even though Counsel ▇▇▇▇▇▇▇ may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror, Merger Sub the Surviving Corporation or the Companyits Subsidiaries. Acquiror Parent and Merger Sub further agree that, as to all communications between or among Counsel▇▇▇▇▇▇▇, on the one hand, and the Company, the Company and Securityholders’ Representative, any Securityholder and/or SupplyPike, on the Securityholder Representative other hand, that relate in any way to the transactions contemplated by this AgreementContemplated Transactions or a similar transaction prior to the Closing, the attorney or attorney-client privilege and the expectation of client confidence belongs to the Securityholder Securityholders’ Representative and the Securityholders, or with respect to matters under the SupplyPike Agreements, SupplyPike, and may be controlled by the Securityholder Securityholders’ Representative and Securityholders, or with respect to matters under the SupplyPike Agreements, SupplyPike, and shall not pass to or be claimed by AcquirorParent, Merger Sub Sub, the Surviving Corporation or the Companyany of its Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between AcquirorParent, Merger Sub the Surviving Corporation or any of its Subsidiaries, on the Company one hand, and a third party other than the Securityholders’ Representative, a party to this Agreement after Securityholder or SupplyPike, on the Closingother hand, Parent, the Company Surviving Corporation or any of its Subsidiaries may assert the attorney-client privilege to prevent disclosure of confidential communications by Counsel to such third party; provided, however, that neither Parent, the Company Surviving Corporation or its Subsidiaries may not waive such privilege without the prior written consent of the Securityholder Securityholders’ Representative, or with respect to matters under the SupplyPike Agreements, SupplyPike.

Conflicts and Privilege. It is acknowledged by each Each of the parties hereto to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates, that the Securityholder Representative may retain G▇▇▇▇▇▇ Procter LLP, existing special ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ US LLP (“NRF”) may serve as counsel to Seller on the one hand, and the Company (“Counsel”) to act as its counsel on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. Acquiror , and Merger Sub hereby agree that, in the event that a dispute arises after the Closing between Acquiror and Merger Sub and the Securityholder Representative, Counsel may represent the Securityholder Representative in such dispute even though the interests following consummation of the Securityholder Representative transactions contemplated hereby, NRF may be directly adverse serve as counsel to AcquirorSeller or any director, Merger Sub member, partner, officer, employee or Affiliate of Seller in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the Companytransactions contemplated by this Agreement or any other matter notwithstanding such representation (or continued representation) of the Company and each of the parties hereto hereby consents thereto and waives any conflict of interest arising therefrom, and even though Counsel may have represented the Company in a matter substantially related each of such parties shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such dispute, or may be handling ongoing matters for Acquiror, Merger Sub or the Companyrepresentation. Acquiror and Merger Sub ▇▇▇▇▇ further agree agrees that, as to all communications among CounselNRF, the Company and the Securityholder Representative Seller that relate in any way to the transactions contemplated by this Agreement, the attorney or attorney-client privilege and the expectation of client confidence belongs to the Securityholder Representative Seller and may be controlled by the Securityholder Representative Seller and shall not pass to or be claimed by Acquiror, Merger Sub Buyer or the Company. Notwithstanding the foregoing, in the event that a dispute arises between AcquirorBuyer, Merger Sub or 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 Counsel NRF to such third party; provided, however, provided that the Company may not waive such privilege without the prior written consent of the Securityholder RepresentativeSeller.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that ACAS, ACEI, ACEII, the Company and the Securityholder Representative may retain G▇have retained PB and A▇▇▇▇▇ Procter LLP, existing special counsel to the Company & P▇▇▇▇▇ LLP (“CounselAP”) to act as its their counsel in connection with the transactions contemplated herebyhereby and that neither PB nor AP has 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 PB or AP for conflict of interest or any other purposes as a result thereof. Acquiror and Merger Sub The Buyer hereby agree agrees that, in the event that a dispute arises after the Closing between Acquiror and Merger Sub and the Buyer, ACAS, ACEI, ACEII or the Securityholder Representative, Counsel PB or AP may represent ACAS, ACEI, ACEII or the Securityholder Representative in such dispute even though the interests of ACAS, ACEI, ACEII or the Securityholder Representative may be directly adverse to AcquirorBuyer, Merger Sub the other Securityholders, the Company or the CompanySubsidiaries, and even though Counsel PB or AP, as applicable, may have represented the Company or the Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Acquirorthe Buyer, Merger Sub the Company or the CompanySubsidiaries. Acquiror and Merger Sub The Buyer further agree agrees that, as to all communications among CounselPB or AP and the Company, the Company and any Subsidiary, ACAS, ACEI, ACEII and/or the Securityholder Representative that relate in any way to the transactions contemplated by this Agreement, the attorney or attorney-client privilege and the expectation of client confidence belongs to the Securityholder Representative and may be controlled by the Securityholder Representative and shall not pass to or be claimed by Acquirorthe Buyer, Merger Sub the Company or the Companyany Subsidiary. Notwithstanding the foregoing, in the event that a dispute arises between Acquirorthe Buyer, Merger Sub or the Company or any Subsidiary and a third party other than a party to this Agreement after the Closing, the Company or such Subsidiary may assert the attorney-client privilege to prevent disclosure of confidential communications by Counsel PB or AP to such third party; provided, however, that neither the Company nor such Subsidiary may not waive such privilege without the prior written consent of PB or AP, as applicable. Each of PB and AP is an intended third party beneficiary of this Section 8.06 and shall be entitled to rely on the Securityholder Representativeprovisions hereof.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Securityholder Representative may retain G▇▇▇▇▇▇ Procter LLP, existing special counsel to the Company (“Counsel”) to act as its counsel in connection with the transactions contemplated hereby. Acquiror Parent and Merger Sub hereby agree that, in the event that a dispute arises after the Closing between Acquiror Parent and Merger Sub and the Securityholder Representative, Counsel may represent the Securityholder Representative in such dispute even though the interests of the Securityholder Representative may be directly adverse to AcquirorParent, Merger Sub Sub, the Company or the Companyits Subsidiaries, and even though Counsel may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for AcquirorParent, Merger Sub Sub, the Company or the Companyits Subsidiaries. Acquiror Parent and Merger Sub further agree that, as to all communications among Counsel, the Company Company, its Subsidiaries and the Securityholder Representative that relate in any way to the transactions contemplated by this Agreement, the attorney or solicitor-client privilege and the expectation of client confidence belongs to the Securityholder Representative and may be controlled by the Securityholder Representative and shall not pass to or be claimed by AcquirorParent, Merger Sub Sub, the Company or the Companyits Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between AcquirorParent, Merger Sub or Sub, the Company or its Subsidiaries and a third party other than a party to this Agreement after the Closing, the Company and its Subsidiaries may assert the attorneyattorney or solicitor-client privilege to prevent disclosure of confidential communications by Counsel to such third party; provided, however, that neither the Company nor its Subsidiaries may not waive such privilege without the prior written consent of the Securityholder Representative.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Securityholder Securityholders’ Representative may retain G▇▇▇▇▇▇ Procter LLP, existing special counsel to the Company Fenwick & West LLP (“CounselFenwick”) to act as its counsel in connection with the transactions contemplated hereby. Acquiror Buyer and Merger Sub Subs hereby agree that, that in the event that a dispute under this Agreement related to the transactions contemplated hereby arises after the Closing between Acquiror Buyer and Merger Sub its subsidiaries, on the one hand, and the Securityholder RepresentativeSecurityholders’ Representative and the Company Securityholders, Counsel on the other hand, Fenwick may represent the Securityholder Securityholders’ Representative and/or Company Securityholders in such dispute even though the interests of the Securityholder Securityholders’ Representative and/or Company Securityholders may be directly adverse to Acquiror, Merger Sub or the CompanyBuyer and its subsidiaries, and even though Counsel Fenwick may have represented the Company in a matter substantially related to such dispute; provided, however, this sentence shall not apply if and to the extent (a) Fenwick is then representing Buyer, Merger Subs, or may be handling ongoing matters for Acquirorany of their respective Affiliates or any successor or assign of any of the foregoing (collectively, Merger Sub the “Buyer Group”) and (b) such representation of such member of the Buyer Group would require Fenwick to either refrain from representing the Securityholders’ Representative and/or Company Securityholders or obtain the Companyinformed consent of the Securityholders’ Representative and/or Company Securityholders and the applicable member of the Buyer Group under applicable Law or applicable ethical standards governing attorney conduct. Acquiror Buyer and Merger Sub Subs further agree that, as to all communications among Counsel, Fenwick and the Company and the Securityholder Representative that relate in any way to the transactions contemplated by this Agreementhereby prior to the Closing (the “Protected Communications”), the attorney or attorney-client privilege and the expectation of client confidence belongs with respect to the Securityholder Protected Communications (the “Associated Rights”) belong to the Securityholders’ Representative and the Company Securityholders and may be controlled by the Securityholder Securityholders’ Representative and Company Securityholders and shall not pass to or be claimed by AcquirorBuyer, Merger Sub Subs, the Final Surviving Entity or any of its subsidiaries; provided, however, the Parties expressly agree that the Protected Communications and Associated Rights shall not include any communications at or prior to the Closing among Fenwick and the Company: (i) relating to Fraud (whether related to the negotiation of the transactions contemplated hereby or a similar transaction prior to the Closing or otherwise); or (ii) with respect to which the attorney-client privilege could not validly be asserted by the Company prior to the Closing. Notwithstanding the foregoing, (x) in the event that a dispute arises between AcquirorBuyer, Merger Sub or the Company Final Surviving Entity, on the one hand, and a third party other than the Securityholders’ Representative or a party to this Agreement after Company Securityholder, on the Closingother hand, Buyer, the Company Final Surviving Entity and its subsidiaries may assert the attorney-client privilege to prevent disclosure of confidential communications by Counsel to such third party; provided, however, that neither Buyer, the Company Final Surviving Entity or its subsidiaries may not waive such privilege without the prior written consent of the Securityholder RepresentativeSecurityholders’ Representative and (y) if Buyer is legally required by judgment, order or decree of a Governmental Authority to access or obtain a copy of all or a portion of the Protected Communications, Buyer shall be entitled to access or obtain a copy of and disclose the Protected Communications to the extent necessary to comply with any such judgment, order or decree.

Conflicts and Privilege. It is acknowledged by each of the parties hereto hereto, and Parent and Sub hereby agree, that the Securityholder Representative may retain Gservice of ▇▇▇▇▇▇▇ Procter LLP, LLP as existing special counsel to the Company BridgeCo (“Counsel”) shall not preclude Counsel from acting as counsel to act as its counsel the Rights Holder Representative in connection with the transactions contemplated hereby. Acquiror and Merger Sub hereby agree that, in the event that a any claim or dispute arises arising under ARTICLE I of this Agreement after the Closing between Acquiror and Merger Sub and the Securityholder RepresentativeClosing, Counsel may represent the Securityholder Representative in such dispute even though the interests of the Securityholder Rights Holder Representative may be directly adverse to AcquirorParent, Merger Sub or the CompanySurviving Corporation, and even though Counsel may have represented the Company BridgeCo in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror, Merger Sub or connection with the Companytransactions contemplated by this Agreement. Acquiror Parent and Merger Sub further agree that, as to all communications among Counsel, the Company BridgeCo and the Securityholder Rights Holder Representative that relate in any way to connection with the transactions contemplated by this Agreement, the attorney or client privilege and the expectation of client confidence belongs to the Securityholder Rights Holder Representative and may be controlled by the Securityholder Rights Holder Representative and shall not pass to or be claimed by AcquirorParent, Merger Sub or the CompanySurviving Corporation. Notwithstanding the foregoing, in the event that a dispute arises between AcquirorParent, Merger Sub or the Company Surviving Corporation and a third party other than a party to this Agreement after the Closing, the Company Surviving Corporation may assert the attorney-client privilege to prevent disclosure of confidential communications by Counsel to such third party; provided, however, that the Company Surviving Corporation may not waive such privilege without the prior written consent of the Securityholder Rights Holder Representative.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Securityholder Representative may retain GCompany and the Stockholders have retained ▇▇▇▇▇▇▇▇ Procter LLP, existing special counsel to the Company ▇▇▇▇▇ LLP (“CounselFillmore”) to act as its their counsel in connection with the transactions contemplated hereby. Acquiror and Merger Sub The Buyer hereby agree agrees that, in the event that a dispute arises after the Closing between Acquiror the Buyer and Merger Sub its Subsidiaries (including the Company and its Subsidiaries) on the one hand, and the Securityholder RepresentativeStockholders and/or the Stockholders’ Representative on the other hand, Counsel relating to the transactions contemplated by this Agreement, Fillmore may represent the Securityholder Stockholders and Stockholders’ Representative in such dispute even though the interests of the Securityholder Stockholders and Stockholders’ Representative may be directly adverse to Acquiror, Merger Sub or the CompanyBuyer and its Subsidiaries, and even though Counsel Fillmore may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror, Merger Sub or the Company. Acquiror and Merger Sub The Buyer further agree agrees that, as to all communications among CounselFillmore, the Company Company, its Subsidiaries and/or the Stockholders and the Securityholder Stockholders’ Representative that relate in any way to the transactions contemplated by this Agreement, the attorney or attorney-client privilege and the expectation of client confidence belongs to the Securityholder Representative Stockholders and may be controlled by the Securityholder Stockholders’ Representative and shall not pass to or be claimed by Acquiror, Merger Sub the Buyer or any of its Subsidiaries (including the CompanyCompany and its Subsidiaries) (except to prevent disclosure to any third party). Notwithstanding the foregoing, in the event that a dispute arises between Acquirorthe Buyer, Merger Sub or the Company and its Subsidiaries on the one hand and a third party other than a party to this Agreement after the ClosingStockholders or Stockholders’ Representative on the other hand, the Buyer, the Company and its Subsidiaries may assert the attorney-client privilege to prevent disclosure of confidential communications by Counsel to such third party; provided, however, that neither the Buyer, the Company or its Subsidiaries may not waive such privilege without the prior written consent of the Securityholder RepresentativeStockholders’ Representative (which consent shall not be unreasonably withheld, conditioned or delayed).

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Securityholder Representative Member may retain G▇▇▇▇▇▇ Procter LLP, existing special counsel to the Company (“Counsel”) to act as its counsel in connection with the transactions contemplated hereby. Acquiror Each of Buyer and Merger Sub Buyer Ultimate Parent hereby agree agrees that, in the event that a dispute arises after the Closing between Acquiror and Merger Sub Buyer and/or Buyer Ultimate Parent and the Securityholder RepresentativeMember, Counsel may represent the Securityholder Representative Member in such dispute even though the interests of the Securityholder Representative Member may be directly adverse to AcquirorBuyer, Merger Sub Buyer Ultimate Parent, the Company or the CompanySubsidiaries, and even though Counsel may have represented the Company or the Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Acquirorthe Buyer, Merger Sub Buyer Ultimate Parent, the Company or the CompanySubsidiaries. Acquiror Each of Buyer and Merger Sub Buyer Ultimate Parent further agree agrees that, as to all communications among Counsel, the Company Company, the Subsidiaries and the Securityholder Representative Member that relate in any way to the transactions contemplated by this Agreement, the attorney or attorney-client privilege and the expectation of client confidence belongs to the Securityholder Representative Member and may be controlled by the Securityholder Representative Member and shall not pass to or be claimed by Acquirorthe Buyer, Merger Sub Buyer Ultimate Parent, the Company or the CompanySubsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between AcquirorBuyer, Merger Sub Buyer Ultimate Parent, the Company or the Company 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 Counsel to such third party; provided, however, that neither the Company nor the Subsidiaries may not waive such privilege without the prior written consent of the Securityholder RepresentativeMember.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Securityholder Representative may retain G▇▇▇▇▇▇ Procter LLP, existing special counsel to the Company (“Counsel”a) to act as its counsel in connection with the transactions contemplated hereby. Acquiror and Merger Sub hereby agree that, in the event that If a dispute arises after the Closing between Acquiror and Merger Sub the Purchaser or the Company (on the one hand) and the Securityholder RepresentativeStockholders (on the other hand), Counsel Gardere ▇▇▇▇▇ ▇▇▇▇▇▇ LLP ("Company Counsel") may represent the Securityholder Representative Stockholders in such dispute even though the interests of the Securityholder Representative Stockholders may be directly adverse to Acquiror, Merger Sub or the Company, and even though Company Counsel may have represented the Company in a matter substantially related to such dispute, dispute or may be handling ongoing matters for Acquiror, Merger Sub or the Company. Acquiror and Merger Sub further agree that, as As to all communications between or among Company Counsel, the Company and the Securityholder Representative Stockholders that relate in any way to the transactions contemplated by this Agreementherein, the attorney or attorney-client privilege and the expectation of client confidence belongs to the Securityholder Representative Stockholders and may be controlled by the Securityholder Representative Stockholders, and shall not pass to or be claimed or controlled by Acquiror, Merger Sub or the Company; provided, however, that the Stockholders shall not waive such attorney-client privilege other than to the extent appropriate in connection with the enforcement or defense of its rights or obligations existing under this Agreement. Notwithstanding the foregoing, in the event that a dispute arises between Acquiror, Merger Sub the Purchaser or the Company and a third party Person other than a party to this Agreement the Stockholders after the Closing, the Company may assert the attorney-client privilege to prevent disclosure of confidential communications by Company Counsel to such third partyPerson; provided, however, that the Company may not waive such privilege without the prior written consent of the Securityholder RepresentativeStockholders, which consent shall not be unreasonably withheld, conditioned, or delayed. (b) Each of the parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, shareholders, members, managers, partners, officers, employees, and Affiliates, that after the Closing, it is possible that Company Counsel will represent either or both of the Stockholders and/or their Affiliates or other related Persons (individually and collectively, the "Seller Group") in connection with the transactions contemplated herein, and any claims made pursuant to this Agreement or other documents executed in connection with the transactions contemplated herein. The Purchaser and the Company hereby agree that Company Counsel (or any successor thereof) may represent the Seller Group in the future in connection with issues that may arise under this Agreement, the other documents executed in connection with the transactions contemplated herein and any claims that may be made thereunder pursuant to this Agreement or the other documents executed in connection with the transactions contemplated herein. Company Counsel (or any successor) may serve as counsel to all or a portion of the Seller Group or any director, shareholder, member, manager, partner, officer, employee, representative, or Affiliate of the Seller Group in connection with any claim or obligation arising out of or relating to this Agreement or the transactions contemplated herein or therein. Each of the parties consents to such representation and waives, and shall cause its Affiliates to waive, any conflict of interest arising therefrom. Each party acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the parties have consulted with counsel or have been advised they should do so in connection with this waiver.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Securityholder Representative or the Securityholders may retain G▇▇▇▇▇▇▇ Procter LLP, existing special counsel to the Company LLP (“Counsel”) to act as its counsel in connection with the transactions contemplated hereby. Acquiror Buyer and Merger Sub hereby agree that, in the event that a dispute arises after the Closing between Acquiror Buyer and Merger Sub Sub, on the one hand, and the Securityholder RepresentativeRepresentative or the Securityholders, on the other hand, Counsel may represent the Securityholder Representative and/or the Securityholders in such dispute even though the interests of the Securityholder Representative and/or the Securityholders may be directly adverse to AcquirorBuyer, Merger Sub or the Company, and even though Counsel may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for AcquirorBuyer, Merger Sub or the Company. Acquiror Buyer and Merger Sub further agree that, as to all communications among Counsel, the Company Company, the Securityholders and the Securityholder Representative that relate in any way to the transactions contemplated by this Agreement, the attorney or attorney-client privilege and the expectation of client confidence belongs to the Securityholder Representative and/or the Securityholders (as applicable) and may be controlled by the Securityholder Representative and/or the Securityholders and shall not pass to or be claimed by AcquirorBuyer, Merger Sub or the Company. Notwithstanding the foregoing, in the event that a dispute arises between AcquirorBuyer, Merger Sub or 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 Counsel to such third party; provided, however, that the Company may not waive such privilege without the prior written consent of the Securityholder Representative.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Securityholder Representative may retain G▇▇▇▇▇▇ Procter LLP, existing special counsel to the Company (“Counsel”) to act as its counsel in connection with the transactions contemplated hereby. Acquiror and Merger Sub The Parties hereby agree that, in the event that a dispute arises after the Closing between Acquiror and Merger Sub and the Securityholder RepresentativeBuyer or any Seller, Counsel Sellers’ Representative or any of their Affiliates, ▇▇▇▇▇▇▇ may represent the Securityholder such Seller, Sellers’ Representative or any of their Affiliates in such dispute even though the interests of the Securityholder such Seller, Sellers’ Representative or any of their Affiliates may be directly adverse to Acquiror, Merger Sub the Buyer or the Companyits Affiliates, and even though Counsel ▇▇▇▇▇▇▇ may have represented the Company Buyer or its Affiliate in a matter substantially related to such dispute, or may be handling ongoing matters for Acquirorthe Buyer or its Affiliate. Buyer further agrees, Merger Sub or the Company. Acquiror on behalf of itself and Merger Sub further agree its Affiliates, that, as to all communications among Counsel, the Company between ▇▇▇▇▇▇▇ and the Securityholder any Seller or Sellers’ Representative that relate in any way to the transactions contemplated by this Agreement, the attorney attorney-client, work product, business strategy or client similar protection or privilege and the expectation of client confidence belongs to the Securityholder Sellers’ Representative and may be controlled by the Securityholder Representative Sellers’ Representative, and shall not transfer, pass to or be claimed or controlled by Acquiror, Merger Sub Buyer or its Affiliates notwithstanding the Companytransfer of Assets hereunder; provided that Seller shall not waive such attorney-client privilege other than to the extent it deems appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement and the other Transaction Documents. Notwithstanding the foregoing, in the event that a dispute arises between Acquiror, Merger Sub Buyer or the Company its Affiliate and a third party Person other than a party to this Agreement any Seller, Sellers’ Representative or any of their Affiliates after the Closing, the Company Buyer may assert the attorney-client privilege to prevent disclosure of confidential communications by Counsel ▇▇▇▇▇▇▇ to such third partyPerson; provided, however, that the Company Buyer or its Affiliates may not waive such privilege without the prior written consent of the Securityholder Sellers’ Representative.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Securityholder Shareholders’ Representative may retain G▇▇▇▇▇▇ Procter LLP, existing special counsel to and some or all of the Company other Common Equity Holders have retained Proskauer Rose LLP (“CounselProskauer”) to act as its their counsel in connection with the transactions contemplated hereby. Acquiror Parent and Merger Sub hereby agree that, in the event that a dispute arises under this Agreement, the other Transaction Documents or the transactions contemplated hereby or thereby after the Closing between Acquiror Parent and Merger Sub its Subsidiaries on the one hand, and the Securityholder RepresentativeShareholders’ Representative and/or any Common Equity Holder on the other hand, Counsel Proskauer may represent the Securityholder Shareholders’ Representative and any or all Common Equity Holders in such dispute even though the interests of the Securityholder Representative Common Equity Holders may be directly adverse to AcquirorParent, Merger Sub or the CompanySurviving Corporation and their respective Subsidiaries, and even though Counsel Proskauer may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror, Merger Sub the Surviving Corporation or the Companyits Subsidiaries. Acquiror Parent and Merger Sub further agree that, as to all communications among CounselProskauer, the Company and Company, its Subsidiaries, the Securityholder Shareholders’ Representative and/or any Common Equity Holder that relate in any way to the transactions contemplated by this AgreementAgreement or the other Transaction Documents, the attorney or attorney-client privilege and the expectation of client confidence belongs to the Securityholder Shareholders’ Representative and the Common Equity Holders and may be controlled by the Securityholder Shareholders’ Representative and Common Equity Holders and shall not pass to or be claimed by AcquirorParent, Merger Sub Sub, the Surviving Corporation or the Companyany of its Subsidiaries. Notwithstanding the foregoing, in the event that a dispute arises between AcquirorParent, Merger Sub or the Company Surviving Corporation and its Subsidiaries on the one hand and a third party other than the Shareholders’ Representative or a party to this Agreement after Common Equity Holder, on the Closingother hand, Parent, the Company Surviving Corporation and its Subsidiaries may assert the attorney-client privilege to prevent disclosure of such confidential communications by Counsel to such third party; provided, however, that neither Parent, the Company Surviving Corporation or its Subsidiaries may not waive such privilege without the prior written consent of the Securityholder Shareholders’ Representative. Other than as explicitly set forth in this Section 8.18, the parties hereto acknowledge that any attorney-client privilege attaching as a result of legal counsel representing the Company prior to the Closing shall survive the Closing and continue to be a privilege of the Surviving Corporation, and not the Shareholders’ Representative and the Common Equity Holders, after Closing.

Conflicts and Privilege. It is acknowledged by each of the parties hereto that the Securityholder Stockholders’ Representative may retain Ghas retained ▇▇▇▇▇▇▇ Procter LLP, existing special counsel to the Company (“Counsel”) to act as its counsel in connection with the transactions contemplated hereby. Acquiror Parent and Merger Sub MergerCo hereby agree that, in the event that a dispute arises after the Closing between Acquiror Parent, the Surviving Corporation and Merger Sub its Subsidiaries on the one hand, and the Securityholder RepresentativeStockholders’ Representative and the Stockholders on the other hand, Counsel ▇▇▇▇▇▇▇ may represent the Securityholder Stockholders’ Representative and Stockholders in such dispute even though the interests of the Securityholder Stockholders’ Representative and Stockholders may be directly adverse to Acquiror, Merger Sub or the CompanySurviving Corporation and its Subsidiaries, and even though Counsel ▇▇▇▇▇▇▇ may have represented the Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror, Merger Sub the Surviving Corporation or the Companyits Subsidiaries. Acquiror Parent and Merger Sub MergerCo further agree that, as to all communications among Counsel▇▇▇▇▇▇▇, the Company and Company, its Subsidiaries, the Securityholder Stockholders’ Representative and/or any Stockholder that relate in any way to the transactions contemplated by this Agreement, the attorney or attorney-client privilege and the expectation of client confidence belongs shall extend to the Securityholder Stockholders’ Representative and the Stockholders and may be controlled by the Securityholder Representative and shall not pass to or be claimed by Acquiror, Merger Sub or the CompanyStockholders’ Representative. Notwithstanding the foregoing, in the event that a dispute arises between AcquirorParent, Merger Sub or the Company Surviving Corporation and its Subsidiaries on the one hand and a third party other than a party to this Agreement after the ClosingStockholders’ Representative or an Stockholder, on the other hand, Parent, the Company Surviving Corporation and its Subsidiaries may assert the attorney-client privilege to prevent disclosure of confidential communications by Counsel to such third party; provided, however, that neither Parent, the Company Surviving Corporation or its Subsidiaries may not waive such privilege without the prior written consent of the Securityholder Stockholders’ Representative.