Common use of Conflicts and Privilege Clause in Contracts

Conflicts and Privilege. Buyers and Seller agree that, notwithstanding any current or prior representation of Seller or its Affiliates by ▇▇▇▇▇▇ ▇▇▇▇▇ LLP (“TE”), TE will be allowed to represent Seller or any of its Affiliates (which will no longer include the Transferred Company after the Closing) in any matters and disputes, including in any matter or dispute adverse to Buyers and their Affiliates (including, after the Closing, the Transferred Company) that either are existing on the date hereof or that arise in the future and relates to this Agreement and the Transaction, and Buyers do hereby, and agree to cause their Affiliates (including, after the Closing, the Transferred Company) to, (a) waive any claim they have or may have that TE has a conflict of interest or is otherwise prohibited from engaging in such representation and (b) agree that, in the event that a dispute arises after the Closing between Buyers or any of their Affiliates (on the one hand) and Seller or any of its Affiliates (on the other hand), TE may represent Seller or such Affiliate in such dispute even though the interests of Seller or such Affiliate may be directly adverse to Buyers or their Affiliates (including the Transferred Company) and even though TE may have represented the Transferred Company in a matter substantially related to such dispute, or may be handling ongoing matters for Buyers or the Transferred Company. Buyers further agree, and agrees to cause their Affiliates (including, after the Closing, the Transferred Company) to agree, that, as to all communications among TE and Seller and its Affiliates (including, prior to the Closing, the Transferred Company) that relate in any way to the Transaction contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to, and may be controlled by, Seller and will not pass to or be claimed by Buyers or their Affiliates (including, after the Closing, the Transferred Company). Accordingly, none of Buyers or their Affiliates (including the Transferred Company) will have access to such communications or to the files of TE relating to the Transaction from and after the Closing. Notwithstanding the foregoing, if a dispute arises between Parent or their Affiliates (including Holdings or the Transferred Company) and a third party other than a Party to this Agreement after the Closing, the Transferred Company may assert the attorney-client privilege to prevent disclosure of confidential communications by TE to such third party; provided, however, that the Transferred Company may not waive such privilege without the prior written consent of Seller. This Section 7.11 will be irrevocable, and no term of this Section 7.11 may be amended, waived or modified, without the prior written consent of TE.

Conflicts and Privilege. Buyers Buyer, Parent, Company and Seller NewCo agree that, that notwithstanding any current or prior representation of Seller or Parent and/or its Affiliates by ▇▇▇▇▇▇ ▇▇▇▇▇ LLP (“TEMB”), TE MB will be allowed to represent Seller Parent or any of its Affiliates (which will no longer include the Transferred Company NewCo after the Closing) in any matters and disputes, including in any matter or dispute adverse to Buyers Buyer and their its Affiliates (including, after the Closing, the Transferred CompanyNewCo) that either are is existing on the date hereof or that arise arises in the future and in each case relates to this Agreement and the TransactionAgreement, and Buyers do Buyer does hereby, and agree agrees with respect thereto to cause their its Affiliates (including, after the Closing, the Transferred CompanyNewCo) to, (a) waive any claim they have or may have that TE MB has a conflict of interest or is otherwise prohibited from engaging in such representation representation, and (b) agree that, in the event that a dispute arises after the Closing between Buyers Buyer or any of their its Affiliates (on the one hand) and Seller Parent or any of its Affiliates (on the other hand), TE MB may represent Seller Parent or such Affiliate in such dispute even though the interests of Seller Parent or such Affiliate may be directly adverse to Buyers Buyer or their its Affiliates (including the Transferred CompanyNewCo) and even though TE may have represented the Transferred Company in a matter substantially related to such dispute, or MB may be handling ongoing matters for Buyers Buyer or the Transferred CompanyNewCo. Buyers Buyer further agreeagrees, and agrees to cause their its Affiliates (including, after the Closing, NewCo; provided, however, that MB shall be permitted to represent NewCo pursuant to the Transferred Companyterms of Section 9.6 of this Agreement) to agree, that, as to all privileged communications between or among TE MB and Seller Parent and any of its Affiliates (including, prior to the Closing, the Transferred CompanyNewCo) that relate in any way to the Transaction contemplated by this Agreement, the transactions contemplated herby, the Isle Excluded Assets or the Isle Excluded Obligations or NewCo, its Affiliates or any of their respective operations for the period ending at the Closing, the attorney-client privilege and the expectation of client confidence belongs to, and may be controlled by, Seller Parent and will not pass to or be claimed by Buyers Buyer or their its Affiliates (including, after the Closing, the Transferred CompanyNewCo). Accordingly, none of Buyers Buyer or their its Affiliates (including the Transferred CompanyNewCo) will have access to such communications or to the files of TE relating to the Transaction from and after the Closing. Notwithstanding the foregoingforegoing in this Section 11.17, if a dispute arises between Parent Buyer or their its Affiliates (including Holdings or the Transferred CompanyNewCo) and a third party other than a Party party to this Agreement or its Affiliates after the Closing, the Transferred Company NewCo may assert the attorney-client privilege to prevent disclosure of confidential communications by TE MB to such unaffiliated third party; provided, however, that the Transferred Company NewCo may not waive such privilege without the prior written consent of SellerParent. This Section 7.11 11.17 will be irrevocable, and no term of this Section 7.11 11.17 may be amended, waived waived, or modified, without the prior written consent of TEParent and Buyer.

Conflicts and Privilege. Buyers Buyer agrees, on its own behalf and Seller agree on behalf of the other members of the Buyer Group (including the Company following Closing), that, notwithstanding any current or prior representation of Seller or its Affiliates by following the Closing, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP (“TESeller Counsel”), TE will be allowed ) may serve as counsel to represent Seller or any of and its Affiliates (which will no longer include the Transferred Company after the Closing) in connection with any matters and disputes, including in any matter or dispute adverse to Buyers and their Affiliates (including, after the Closing, the Transferred Company) that either are existing on the date hereof or that arise in the future and relates related to this Agreement and the Transaction, including any Dispute arising out of or relating to this Agreement and Buyers do herebythe Transaction, notwithstanding any representation by Seller Counsel of the Company or any of its Affiliates prior to the Closing Date. ▇▇▇▇▇, on behalf of itself and agree to cause their Affiliates the other members of the Buyer Group (including, including the Company after the Closing, the Transferred Company) to, hereby (a) waive consents to Seller Counsel’s representation of Seller or its Affiliates in connection with any matters related to this Agreement and the transactions contemplated hereby (the “Subject Representation”), (b) waives any claim they have it has or may have that TE Seller Counsel’s has a conflict of interest or is otherwise prohibited from engaging in such Subject Representation based on its representation of the Company prior to the Closing and (bc) agree agrees that, in the event that a dispute Dispute arises after the Closing between Buyers Buyer, Company or any of their Affiliates (respective Affiliates, on the one hand) , and Seller or Seller, Sponsor Group and/or any of its Affiliates (their respective Affiliates, on the other hand), TE may represent none of Buyer, Company or any of their respective Affiliates will object to Seller or such Affiliate Counsel representing Seller, Sponsor Group and/or any of their respective Affiliates in such dispute even though Dispute due to the interests of Seller or such Affiliate may be Seller, Sponsor Group and/or any of their respective Affiliates being directly adverse to Buyers Buyer, Company or any of their respective Affiliates (including the Transferred Company) and even though TE may have or due to Seller Counsel having represented the Transferred Company in a matter substantially related to such dispute, or may be handling ongoing matters for Buyers or the Transferred CompanyDispute. Buyers Buyer further agree, and agrees to cause their Affiliates (including, after the Closing, the Transferred Company) to agree, that, as to all communications among TE Seller Counsel, Company, Seller or their respective Affiliates and Seller and its Affiliates (including, representatives prior to the Closing, the Transferred Company) Closing that relate in any way to the Transaction contemplated by this AgreementSubject Representation, the attorney-client privilege belongs, to the extent such privilege exists, to Seller and the expectation of client confidence belongs to, its Affiliates and may be controlled by, by Seller and each of its Affiliates and will not not, with respect to such privileged communications, pass to or be claimed by Buyers the Buyer, Company or any of their respective Affiliates. To the extent that Buyer, Company or any of their respective Affiliates (includinghas or maintains any ownership of the privilege with respect to these communications, after the Closingthey agree, the Transferred Company). Accordinglyexcept as may be required by applicable Law, none of Buyers or their Affiliates (including the Transferred Company) will have access not to such communications waive or to attempt to waive the files privilege without the express written approval of TE relating to the Transaction from and after the ClosingSeller. Notwithstanding the foregoing, if in the event that a dispute Dispute arises between Parent or their Affiliates (including Holdings or the Transferred Company) Buyer, Company and a third party Third Party (other than a Party to this Agreement Seller and its Affiliates) or any Governmental Authority after the Closing, the Transferred Company may assert the attorney-client privilege against such Third Party to prevent disclosure of confidential communications by TE to such third party; provided, however, that the Transferred Company may not waive such privilege without the prior written consent of Seller. This Section 7.11 will be irrevocable, and no term of this Section 7.11 may be amended, waived or modified, without the prior written consent of TEwith Seller Counsel.

Conflicts and Privilege. Buyers The Company, Buyer and Seller Sellers agree that, notwithstanding any current or prior representation of Seller or its Affiliates by ▇▇▇▇▇▇ O’Melveny & ▇▇▇▇▇ LLP (“TEOMM”), TE ) will be allowed to represent Seller Sellers or any of its their respective Affiliates (which will no longer include the Transferred Company Acquired Companies after the Closing) in any matters and disputes, including in any matter or dispute adverse to Buyers Buyer and their its Affiliates (including, after the Closing, the Transferred CompanyAcquired Companies) that either are is existing on the date hereof or that arise arises in the future and relates to this Agreement and the Transaction, and Buyers do Buyer does hereby, and agree agrees to cause their its Affiliates (including, after the Closing, the Transferred CompanyAcquired Companies) to, (a) waive any claim they have or may have that TE OMM has a conflict of interest or is otherwise prohibited from engaging in such representation and (b) agree that, in the event that a dispute arises after the Closing between Buyers Buyer or any of their its Affiliates (on the one hand) and Seller Sellers or any of its their respective Affiliates (on the other hand), TE OMM may represent Seller Sellers or such Affiliate in such dispute even though the interests of Seller Sellers or such Affiliate may be directly adverse to Buyers Buyer or their its Affiliates (including the Transferred CompanyAcquired Companies) and even though TE OMM may have represented the Transferred any Acquired Company in a matter substantially related to such dispute, or may be handling ongoing matters for Buyers Buyer or the Transferred CompanyAcquired Companies. Buyers Buyer further agreeagrees, and agrees to cause their its Affiliates (including, after the Closing, the Transferred CompanyAcquired Companies) to agree, that, as to all communications among TE OMM and Seller Sellers and its their respective Affiliates (including, prior to the Closing, the Transferred CompanyAcquired Companies) that relate in any way to the Transaction contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to, and may be controlled by, Seller Sellers and will not pass to or be claimed by Buyers Buyer or their its Affiliates (including, after the Closing, the Transferred CompanyAcquired Companies). Accordingly, none of Buyers Buyer or their its Affiliates (including the Transferred CompanyAcquired Companies) will have access to such communications or to the files of TE OMM relating to the Transaction from and after the Closing. Notwithstanding the foregoing, if a dispute arises between Parent Buyer or their its Affiliates (including Holdings or the Transferred CompanyAcquired Companies) and a third party other than a Party to this Agreement after the Closing, the Transferred Company Acquired Companies may assert the attorney-client privilege to prevent disclosure of confidential communications by TE OMM to such third party; provided, however, that the Transferred Company Acquired Companies may not waive such privilege without the prior written consent of SellerSellers. This Section 7.11 10.11 will be irrevocable, and no term of this Section 7.11 10.11 may be amended, waived or modified, without the prior written consent of TEOMM.

Conflicts and Privilege. Buyers Buyer, on behalf of itself and Seller agree its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and the Blocker), agrees that, notwithstanding any current or prior representation of Seller or its Affiliates the Company Securityholders and/or the Company Entities by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & Hollister LLP (“TE▇▇▇▇”), TE will ▇▇▇▇ shall be allowed to represent the Company Securityholders, the Seller or any Representative and each of its their respective Affiliates (which will no longer include the Transferred Company after the Closing) in any matters and disputes, including in any matter or dispute disputes adverse to Buyers and their Affiliates (including, after the ClosingBuyer, the Transferred Company) Company Entities and/or their respective Affiliates that either are existing on the date hereof Closing Date or that arise in the future and relates relate to this Agreement or the transactions contemplated hereby. Buyer, on behalf of itself and the Transaction, and Buyers do hereby, and agree to cause their its Affiliates (includingwhich, after for this purpose, shall be deemed to include the ClosingCompany Entities and Blocker), hereby (i) waives any claim that Buyer, the Transferred Company) toCompany Entities, (a) waive Blocker or any claim they of their respective Affiliates have or may have that TE ▇▇▇▇ has a conflict of interest or is otherwise prohibited from engaging in such representation and (bii) agree agrees that, in the event that if a dispute arises after the Closing between Buyers Buyer, the Company Entities, Blocker or any of their Affiliates (respective Affiliates, on the one hand) , and the Company Securityholders, the Seller Representative, or any of its Affiliates (their respective Affiliates, on the other hand), TE then ▇▇▇▇ may represent the Company Securityholders, the Seller or Representative, and/or such Affiliate in such dispute even though the interests of the Company Securityholders, the Seller or Representative, and/or such Affiliate may be directly adverse to Buyers or Buyer, the Company Entities, Blocker and/or their respective Affiliates (including the Transferred Company) and even though TE ▇▇▇▇ may have represented the Transferred Company Entities or Blocker in a matter substantially related to such dispute, dispute or may be handling ongoing matters for Buyers or Buyer, the Transferred CompanyCompany Entities, Blocker and/or their respective Affiliates. Buyers further agreeBuyer, on behalf of itself and agrees to cause their its Affiliates (includingwhich, after for this purpose, shall be deemed to include the ClosingCompany Entities and Blocker), the Transferred Company) to agree, agrees that, as to all communications between or among TE ▇▇▇▇ and Seller the Company Securityholders, the Company Entities and its Affiliates Blocker (including, prior to the Closing, the Transferred Company) and/or any of their respective Affiliates that relate in any way to the Transaction transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs tosolely to the Company Securityholders, and may shall be controlled by, Seller solely by the Company Securityholders and will shall not pass to or be claimed by Buyers Buyer or their Affiliates (including, after the Closing, the Transferred Company). Accordingly, none of Buyers Company Entities or their Affiliates (including the Transferred Company) will have access to such communications or to the files of TE relating to the Transaction from and after the ClosingBlocker. Notwithstanding the foregoing, if a dispute arises between Parent or their Affiliates (including Holdings Buyer or the Transferred Company) Company Entities or Blocker and a third party (other than a Party to this Agreement the Company Securityholders, the Seller Representative or their respective Affiliates) after the Closing, then the Transferred Company Entities and Blocker, to the extent applicable, may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by TE to such third party▇▇▇▇; provided, however, that the Transferred Company Entities and Blocker may not waive such privilege without the prior written consent of Seller. This Section 7.11 will be irrevocable, and no term of this Section 7.11 may be amended, waived or modified, without the prior written consent of TESeller Representative.

Conflicts and Privilege. Buyers Buyer, on behalf of itself and Seller agree its Affiliates (which for this purpose, shall be deemed to include the Company) agrees that, notwithstanding any current or prior representation of Seller or its Affiliates the Company by ▇▇▇▇▇▇ ▇▇▇▇▇, Esq., Sidley Austin LLP and ▇▇▇▇▇, Olson, Michod, ▇▇▇▇▇▇ LLP & ▇▇▇▇▇▇▇, LLC (the “TECounsel”), TE will the Counsel shall be allowed to represent Seller or Sellers and any of its their Affiliates (which will no longer include the Transferred Company after the Closing) in any matters and disputes, including in any matter or dispute disputes adverse to Buyers Buyer and their Affiliates (including, after the Closing, the Transferred Company) Company that either are existing on the date hereof or that arise in the future future. Buyer, on behalf of itself and relates to this Agreement and the Transaction, and Buyers do hereby, and agree to cause their its Affiliates (includingwhich, after for this purpose, shall be deemed to include the Closing, the Transferred Company) to, (a) waive hereby waives any claim they have that Buyer or the Company has or may have that TE any of the Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (b) agree agrees that, in the event that if a dispute arises after the Closing between Buyers Buyer or the Company and any Seller or any of their Affiliates (on Affiliates, then any or all of the one hand) and Seller or any of its Affiliates (on the other hand), TE Counsel may represent Seller Sellers or such Affiliate in such dispute even though the interests of Seller Sellers or such Affiliate may be directly adverse to Buyers Buyer or their Affiliates (including the Transferred Company) Company and even though TE the Counsel may have represented the Transferred Company in a matter substantially related to such dispute. Buyer, or may be handling ongoing matters for Buyers or the Transferred Company. Buyers further agree, on behalf of itself and agrees to cause their its Affiliates (includingwhich, after for this purpose, shall be deemed to include the ClosingCompany), the Transferred Company) to agree, also agrees that, as to all communications between or among TE the Counsel and Seller and its Sellers, the Company, and/or any of their respective Affiliates (including, that occurred prior to the Closing, the Transferred Company) that relate in any way Closing and related to the Transaction negotiation of this Agreement and the agreements, certificates and other documents contemplated by this Agreementhereby, the attorney-client privilege and the expectation of client confidence belongs to, belong to Sellers and may be controlled by, Seller by Sellers and will shall not pass to or be claimed by Buyers Buyer or the Company. Sellers hereby acknowledge and agree that, for all other communications between or among the Counsel and Sellers, the Company, and/or any of their respective Affiliates (includingthat occurred prior to the Closing and for which the Company had the right, after prior to the Closing, to assert and waive the Transferred attorney-client privilege, the Company). Accordingly, none ’s right to assert and waive the attorney-client privilege and expectation of Buyers or their Affiliates (including client confidence shall pass to and be claimed by Buyer and the Transferred Company) will have access to such communications or to the files of TE relating to the Transaction from and after the Closing. Notwithstanding the foregoing, if a an inquiry or dispute arises after the Closing between Parent or their Affiliates (including Holdings or the Transferred Company) Company and a third party (other than a Party Sellers or an Affiliate of Sellers), then the Company (to this Agreement after the Closing, the Transferred Company extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by TE the Counsel; provided that if the Company elects to such third party; provided, however, that the Transferred Company may not waive such privilege without privilege, the prior written consent Company shall provide Sellers with reasonable advance notice of Seller. This Section 7.11 will be irrevocable, and no term of this Section 7.11 may be amended, waived or modified, without the prior written consent of TEsuch waiver.

Conflicts and Privilege. Buyers The Vendor (on behalf of itself and Seller on behalf of the Corporation) and the Purchaser agree that, notwithstanding any current or prior representation of Seller the Vendor or its Affiliates (including the Corporation) by ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as applicable (each a “TELaw Firm” and collectively, the “Law Firms”), TE any Law Firm will be allowed to represent Seller the Vendor or any of its Affiliates (which will no longer include the Transferred Company Corporation after the Closing) in any matters and disputes, including in any matter or dispute adverse to Buyers Purchaser and their its Affiliates (including, after the Closing, the Transferred CompanyCorporation) that either are is existing on the date hereof of this Agreement or that arise arises in the future and relates to this Agreement and or the Transactiontransactions contemplated by this Agreement, and Buyers do herebyPurchaser will, and agree to will cause their its Affiliates (including, after the Closing, the Transferred CompanyCorporation) to, : (a1) waive any claim they have or may have that TE a Law Firm has a conflict of interest or is otherwise prohibited from engaging in such representation representation; and (b2) agree that, in the event that a dispute (including, for the avoidance of doubt, any controversy, claim or litigation) arises after the Closing between Buyers the Purchaser or any of their its Affiliates (on the one hand) and Seller the Vendor or any of its Affiliates (on the other hand), TE any Law Firm may represent Seller Vendor or such Affiliate in such dispute even though the interests of Seller Vendor or such Affiliate may be directly adverse to Buyers the Purchaser or their its Affiliates (including the Transferred CompanyCorporation) and even though TE such Law Firm may have represented the Transferred Company Corporation in a matter substantially related to such dispute, or may be handling ongoing matters for Buyers the Purchaser or the Transferred CompanyCorporation. Buyers The Purchaser further agreeagrees, and agrees to cause their its Affiliates (including, after the Closing, the Transferred CompanyCorporation) to agree, that, as to all communications among TE the Law Firms and Seller the Vendor and its their respective Affiliates (including, prior to the Closing, the Transferred CompanyCorporation) that relate in any way to the Transaction transactions contemplated by by, or disclosure made pursuant to, this Agreement, the attorneysolicitor-client privilege and the expectation of client confidence belongs to, and may be controlled by, Seller and will not pass to or be claimed by Buyers or their Affiliates (including, after the Closing, the Transferred Company). Accordingly, none of Buyers or their Affiliates (including the Transferred Company) will have access to such communications or to the files of TE relating to the Transaction from and after the Closing. Notwithstanding the foregoing, if a dispute arises between Parent or their Affiliates (including Holdings or the Transferred Company) and a third party other than a Party to this Agreement after the Closing, the Transferred Company may assert the attorney-client privilege to prevent disclosure of confidential communications by TE to such third party; provided, however, that the Transferred Company may not waive such privilege without the prior written consent of Seller. This Section 7.11 will be irrevocable, and no term of this Section 7.11 may be amended, waived or modified, without the prior written consent of TE.or

Conflicts and Privilege. Buyers Buyer, on behalf of itself and Seller agree its Affiliates (which, for this purpose, shall be deemed to include the Acquired Companies) agrees that, notwithstanding any current or prior representation of Seller any of the Acquired Companies by Ropes & ▇▇▇▇ LLP or its Affiliates by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP ▇▇▇, S.C. (each, a “TEFirm” and collectively, the “Firms”), TE will each Firm shall be allowed to represent Seller or any of its Affiliates the Sellers (which will no longer include and the Transferred Company after the ClosingSellers’ Representative) in any matters and disputes, including in any matter or dispute disputes adverse to Buyers and their Affiliates (including, after the Closing, the Transferred Company) Buyer and/or any Acquired Company that either are existing on the date hereof or that arise in the future and relates relate to this Agreement or the transactions contemplated by this Agreement. Buyer, on behalf of itself and the Transaction, and Buyers do hereby, and agree to cause their its Affiliates (includingwhich, after for this purpose, shall be deemed to include the Closing, the Transferred CompanyAcquired Companies) to, hereby (a) waive waives any claim they have that Buyer or any Acquired Company has or may have that TE either Firm has a conflict of interest or is otherwise prohibited from engaging in such representation and (b) agree agrees that, in the event that if a dispute arises after the Closing between Buyers Buyer or any of their Affiliates (Acquired Company, on the one hand) , and any Seller (or any of its Affiliates (the Sellers’ Representative), on the other hand), TE then either Firm may represent such Seller or such Affiliate (and/or the Sellers’ Representative) in such dispute even though the interests of Seller one or more of such Affiliate Persons may be directly adverse to Buyers or their Affiliates (including Buyer and/or the Transferred Company) Acquired Companies and even though TE such Firm may have represented one or more of the Transferred Company Acquired Companies in a matter substantially related to such dispute. Buyer, or may be handling ongoing matters for Buyers or the Transferred Company. Buyers further agree, on behalf of itself and agrees to cause their its Affiliates (includingwhich, after for this purpose, shall be deemed to include the ClosingAcquired Companies), the Transferred Company) to agree, also agrees that, as to all communications between or among TE and Seller and its Affiliates either of the Firms, the Sellers, the Acquired Companies (includingwith respect to any Acquired Company, solely prior to the Closing, the Transferred Company) and/or any of their respective Affiliates that relate in any way to this Agreement or the Transaction transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to, to the Sellers and may be controlled by, Seller by the Sellers’ Representative and will shall not pass to or be claimed by Buyers Buyer or their Affiliates (including, after the Closing, the Transferred any Acquired Company). Accordingly, none of Buyers or their Affiliates (including the Transferred Company) will have access to such communications or to the files of TE relating to the Transaction from and after the Closing. Notwithstanding the foregoing, if a dispute arises between Parent or their Affiliates (including Holdings or the Transferred Company) and a third party other than a Party to this Agreement after the Closing, the Transferred Company may assert the attorney-client privilege to prevent disclosure of confidential communications by TE to such third party; provided, however, that the Transferred Company may not waive such privilege without the prior written consent of Seller. This Section 7.11 will be irrevocable, and no term of this Section 7.11 may be amended, waived or modified, without the prior written consent of TE.

Conflicts and Privilege. Buyers The Company, Buyer and Seller Sellers agree that, notwithstanding any current or prior representation of any Seller or its Affiliates by ▇▇▇▇▇▇ ▇O’Melveny & M▇▇▇▇ LLP (“TEOMM”), TE OMM will be allowed to represent Seller Sellers or any of its their respective Affiliates (which will no longer include the Transferred Company after the Closing) in any matters and disputes, including in any matter or dispute adverse to Buyers Buyer and their its Affiliates (excluding, after the Closing, the Company) that either is existing on the date hereof or that arises in the future (provided that this waiver will not extend to any such future matter or dispute to the extent such future matter or dispute is unrelated to this Agreement and the Transactions), and Buyer does hereby, and agrees to cause its Affiliates (including, after the Closing, the Transferred Company) that either are existing on the date hereof or that arise in the future and relates to this Agreement and the Transaction, and Buyers do hereby, and agree to cause their Affiliates (including, after the Closing, the Transferred Company) to, (a) waive any claim they have or may have that TE OMM has a conflict of interest or is otherwise prohibited from engaging in such representation and (b) agree that, in the event that of such a dispute arises after the Closing between Buyers matter or any of their Affiliates (on the one hand) and Seller or any of its Affiliates (on the other hand)dispute, TE OMM may represent Seller Sellers or such Affiliate in such dispute even though the interests of Seller Sellers or such Affiliate may be directly adverse to Buyers Buyer or their its Affiliates (including the Transferred Company) and even though TE OMM may have represented the Transferred Company in a matter substantially related to such dispute, or may be handling ongoing matters for Buyers Buyer or the Transferred Company. Buyers Buyer further agreeagrees, and agrees to cause their its Affiliates (including, after the Closing, the Transferred Company) to agree, that, as to all communications among TE OMM and Seller Sellers and its their respective Affiliates (including, prior to the Closing, the Transferred Company) and any files of OMM that relate in any way to the Transaction Transactions contemplated by this Agreement, the attorney-client privilege and privilege, the expectation of client confidence and any attorney work product belongs to, and may be controlled by, Seller Sellers and will not pass to or be claimed by Buyers Buyer or their its Affiliates (including, after the Closing, the Transferred Company). Accordingly, none of Buyers Buyer or their its Affiliates (including the Transferred Company) will have access to such communications or to the files of TE OMM relating to the Transaction Transactions from and after the Closing. Notwithstanding the foregoing, if a dispute arises between Parent Buyer or their its Affiliates (including Holdings or the Transferred Company) and a third party other than a Party to this Agreement after the Closing, the Transferred Company may will give prompt notice to Sellers and OMM and assert the attorney-client privilege to prevent disclosure of confidential communications by TE OMM and any files of OMM to such third party, and in such case, Buyer and its Affiliates (including the Company) shall have access to such communications or files, provided they arise from OMM’s representation of the Company (and, for the avoidance of doubt, do not exclusively arise from OMM’s representation of parties other than the Company); provided, however, that the Transferred Company may not waive such privilege without the prior written consent of Seller. This Section 7.11 will be irrevocableor other protection, and no term of this Section 7.11 may be amended, waived or modifiedBuyer and its Affiliates (including the Company) shall not have such access, without the prior written consent of TEthe Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned. Sellers agree that, as to all communications between OMM and the Company prior to the Closing that do not relate in any way to the Transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and any attorney work product belongs to, and may be controlled by, Buyer and passes to Buyer (including, after the Closing, the Company). Accordingly, from and after the Closing, Buyer (and, after the Closing, the Company) will have access to such communications and to the files of OMM relating to OMM’s representation of the Company other than with respect to the Transactions. Nothing herein is intended to waive OMM’s rights to protect its own work product.

Conflicts and Privilege. Buyers and Seller The undersigned agree that, notwithstanding any current or prior representation of any one or more of the Seller or its Affiliates Parties by ▇▇▇▇▇▇ ▇▇▇▇▇ LLP (“TE”)KK, TE KK will be allowed to represent Seller or any of its Affiliates (which will no longer include the Transferred Company Companies after the Closing) in any matters and disputes, including in any matter or dispute adverse to Buyers Buyer and their its Affiliates (including, after the Closing, the Transferred CompanyCompanies) that either are is existing on the date hereof or that arise in the future and relates (provided that this waiver will not extend to any such future matter or dispute to the extent such future matter or dispute is unrelated to this Agreement and the Transaction), and Buyers do Buyer does hereby, and agree agrees to cause their its Affiliates (including, after the Closing, the Transferred CompanyCompanies) to, (a) waive any claim they have or may have that TE KK has a conflict of interest or is otherwise prohibited from engaging in such representation and (b) agree that, in the event that of such a dispute arises after the Closing between Buyers matter or any of their Affiliates (on the one hand) and Seller or any of its Affiliates (on the other hand)dispute, TE KK may represent Seller or such Affiliate in such dispute even though the interests of Seller or such Affiliate may be directly adverse to Buyers Buyer or their its Affiliates (including the Transferred CompanyCompanies) and even though TE KK may have represented the Transferred Company Companies in a matter substantially related to such dispute, or may be handling ongoing matters for Buyers Buyer or the Transferred CompanyCompanies. Buyers Buyer further agreeagrees, and agrees to cause their its Affiliates (including, after the Closing, the Transferred CompanyCompanies) to agree, that, as to all communications among TE KK and Seller and its their respective Affiliates (including, prior to the Closing, the Transferred CompanyCompanies) that relate in and any way files of KK to the extent related to the Transaction contemplated by this Agreement, the attorney-client privilege and privilege, the expectation of client confidence and any attorney work product belongs to, and may be controlled by, Parent or Seller and will not pass to or be claimed by Buyers Buyer or their its Affiliates (including, after the Closing, the Transferred CompanyCompanies). Accordingly, none of Buyers Buyer or their its Affiliates (including the Transferred CompanyCompanies) will have access to such communications or to the files of TE KK relating to the Transaction from and after the Closing. Notwithstanding the foregoing, if a dispute arises between Parent Buyer or their its Affiliates (including Holdings or the Transferred CompanyCompanies) and a third party other than a Party to this Agreement after the Closing, Buyer or its Affiliates (including the Transferred Company Companies) may assert assert, and Parent, Seller and their Affiliates may not waive, the attorney-client privilege to prevent disclosure of confidential communications by TE KK and any files of KK to such third party, and in such case, Buyer and its Affiliates (including the Companies) will have access to such communications or files, provided they arise from KK’s representation of the Companies (and, for the avoidance of doubt, do not exclusively arise from KK’s representation of parties other than the Companies); provided, however, that the Transferred Company Companies may not waive such privilege or other protection, and Buyer and its Affiliates (including the Companies) will not have such access, without the prior written consent of Seller, which consent will not be unreasonably withheld, delayed or conditioned. This Section 7.11 will be irrevocableS▇▇▇▇▇ agrees that, as to all communications between KK and the Companies prior to the Closing that do not relate in any way to the Transaction contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and any attorney work product belongs to, and no term of this Section 7.11 may be amendedcontrolled by, waived or modifiedB▇▇▇▇ and the Companies and will pass to Buyer and the Companies from and after the Closing. Accordingly, without from and after the prior written consent Closing, Buyer (and, after the Closing, the Companies) will have access to such communications and to the files of TEKK relating to KK’s representation of the Companies other than with respect to the Transaction. Nothing herein is intended to waive KK’s rights to protect its own work product.

Conflicts and Privilege. Buyers and Seller (a) The parties agree that, notwithstanding the fact that C▇▇▇▇▇ ▇▇▇▇▇▇ & R▇▇▇▇▇▇ LLP (the “Company Law Firm”) has, prior to the Closing, represented Company and Parent in connection with this Agreement, the Transaction Documents and the Transactions, and have also represented Company and/or its affiliates in connection with matters other than the Transactions, the Company Law Firm will be permitted in the future, after the Closing, to represent Parent or its affiliates in connection with matters in which such persons are adverse to Company or any current of its affiliates, including any disputes arising out of, or related to, this Agreement. SPAC, who is or has the right to be represented by independent counsel in connection with the Transactions, hereby agrees, in advance, to waive (and to cause its affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with the Company Law Firm’s future representation of Parent or its respective affiliates in which the interests of such person are adverse to the interests of SPAC and/or Company or any of their respective affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by the Company Law Firm of Seller Company, Parent or any of their respective affiliates. The parties acknowledge and agree that, for the purposes of the attorney-client privilege, Parent shall be deemed the client of the Company Law Firm with respect to the negotiation, execution and performance of the Transaction Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to Parent, shall be controlled by Parent and shall not pass to or be claimed by SPAC or Company or the Company Subsidiaries; provided, further, that nothing contained herein shall be deemed to be a waiver by Company or any of its Affiliates by affiliates (including, after the Closing, SPAC and their its affiliates) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party. (b) The parties agree that, notwithstanding the fact that A▇▇▇▇ ▇▇▇▇▇ S▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ US LLP (the “TESPAC Law Firm”)) prior to the Closing, TE represented SPAC or Sponsor in connection with this Agreement, the Transaction Documents and the Transactions, and have also represented SPAC and/or its affiliates in connection with matters other than the Transactions, the SPAC Law Firm will be allowed permitted in the future, after the Closing, to represent Seller Sponsor, Energy Growth Holdings LLC or their respective affiliates in connection with matters in which such persons are adverse to SPAC or any of its Affiliates affiliates, including any disputes arising out of, or related to, this Agreement. Each of Company and Parent, who is or has the right to be represented by independent counsel in connection with the Transactions, hereby agrees, in advance, to waive (and to cause its affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with SPAC Law Firm’s future representation of one or more of the Sponsor, Energy Growth Holdings LLC or their respective affiliates in which will no longer include the Transferred interests of such person are adverse to the interests of SPAC and/or Company or any of their respective affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by the SPAC Law Firm of SPAC, Sponsor or any of their respective affiliates. The parties acknowledge and agree that, for the purposes of the attorney-client privilege, Sponsor and Energy Growth Holdings LLC shall be deemed the clients of the SPAC Law Firm with respect to the negotiation, execution and performance of the Transaction Documents. All such communications shall remain privileged after the Closing) in Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to Sponsor, shall be controlled by Sponsor and shall not pass to or be claimed by SPAC or Company or the Company Subsidiaries; provided, further, that nothing contained herein shall be deemed to be a waiver by SPAC or any matters and disputes, including in any matter or dispute adverse to Buyers and their Affiliates of its affiliates (including, after the Closing, the Transferred CompanyCompany and its respective affiliates) of any applicable privileges or protections that either are existing on the date hereof or that arise in the future and relates to this Agreement and the Transaction, and Buyers do hereby, and agree to cause their Affiliates (including, after the Closing, the Transferred Company) to, (a) waive any claim they have or may have that TE has a conflict of interest or is otherwise prohibited from engaging in such representation and (b) agree that, in the event that a dispute arises after the Closing between Buyers or any of their Affiliates (on the one hand) and Seller or any of its Affiliates (on the other hand), TE may represent Seller or such Affiliate in such dispute even though the interests of Seller or such Affiliate may be directly adverse to Buyers or their Affiliates (including the Transferred Company) and even though TE may have represented the Transferred Company in a matter substantially related to such dispute, can or may be handling ongoing matters for Buyers or the Transferred Company. Buyers further agree, and agrees to cause their Affiliates (including, after the Closing, the Transferred Company) to agree, that, as to all communications among TE and Seller and its Affiliates (including, prior to the Closing, the Transferred Company) that relate in any way to the Transaction contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to, and may be controlled by, Seller and will not pass to or be claimed by Buyers or their Affiliates (including, after the Closing, the Transferred Company). Accordingly, none of Buyers or their Affiliates (including the Transferred Company) will have access to such communications or to the files of TE relating to the Transaction from and after the Closing. Notwithstanding the foregoing, if a dispute arises between Parent or their Affiliates (including Holdings or the Transferred Company) and a third party other than a Party to this Agreement after the Closing, the Transferred Company may assert the attorney-client privilege asserted to prevent disclosure of confidential any such communications by TE to such any third party; provided, however, that the Transferred Company may not waive such privilege without the prior written consent of Seller. This Section 7.11 will be irrevocable, and no term of this Section 7.11 may be amended, waived or modified, without the prior written consent of TE[Signature Page Follows.]

Conflicts and Privilege. Buyers It is acknowledged by each of the parties hereto that the Company, WBCP QP and Seller agree that, notwithstanding any current or prior representation of Seller or its Affiliates by W▇▇▇▇▇▇ ▇▇▇▇▇ LLP Capital Partners VII, LP (“TE”)together with WBCP QP, TE will be allowed "WBCP") have retained K&E to represent Seller or act as its counsel in connection with the transactions contemplated hereby and that K&E has not acted as counsel for any other party in connection with the transactions contemplated hereby and that none of its Affiliates (which will no longer include the Transferred Company after other parties has the Closing) in any matters and disputes, including in any matter or dispute adverse to Buyers and their Affiliates (including, after the Closing, the Transferred Company) that either are existing on the date hereof or that arise in the future and relates to this Agreement and the Transaction, and Buyers do hereby, and agree to cause their Affiliates (including, after the Closing, the Transferred Company) to, (a) waive any claim they have or may have that TE has status of a client of K&E for conflict of interest or is otherwise prohibited from engaging in such representation and (b) agree any other purposes as a result thereof. The Buyer hereby agrees that, in the event that a dispute arises after the Closing between Buyers or any of their Affiliates the Buyer and WBCP (on including WBCP QP, in its capacity as the one hand) and Seller or any of its Affiliates (on the other handSellers' Representative), TE K&E may represent Seller or such Affiliate WBCP (including WBCP QP, in its capacity as the Sellers' Representative) in such dispute even though the interests of Seller or such Affiliate WBCP (including WBCP QP, in its capacity as the Sellers' Representative) may be directly adverse to Buyers the Buyer, the Company or their Affiliates (including the Transferred Company) Subsidiaries, and even though TE K&E may have represented the Transferred Company or the Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Buyers the Buyer, the Company or the Transferred CompanySubsidiaries. Buyers Buyer further agree, and agrees to cause their Affiliates (including, after the Closing, the Transferred Company) to agree, that, as to all communications among TE and Seller and its Affiliates (including, prior to the ClosingK&E, the Transferred Company, the Subsidiaries and WBCP (including WBCP QP, in its capacity as the Sellers' Representative) that relate in any way to the Transaction transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs toto WBCP (including WBCP QP, in its capacity as the Sellers' Representative) and may be controlled by, Seller by WBCP and will shall not pass to or be claimed by Buyers or their Affiliates (including, after the ClosingBuyer, the Transferred Company). Accordingly, none of Buyers Company or their Affiliates (including the Transferred Company) will have access to such communications or to the files of TE relating to the Transaction from and after the ClosingSubsidiaries. Notwithstanding the foregoing, if in the event that a dispute arises between Parent or their Affiliates (including Holdings the Buyer, the Company or the Transferred Company) Subsidiaries and a third party other than a Party party to this Agreement after the Closing, the Transferred Company and the Subsidiaries may assert the attorney-client privilege to prevent disclosure of confidential communications by TE K&E to such third party; provided, however, that neither the Transferred Company nor the Subsidiaries may not waive such privilege without the prior written consent of Seller. This Section 7.11 will be irrevocable, and no term of this Section 7.11 may be amended, waived or modified, without the prior written consent of TEWBCP.

Conflicts and Privilege. Buyers and Seller agree (a) The Buyer agrees that, notwithstanding any current or prior representation of Seller or the Company and its Affiliates Subsidiaries by ▇▇▇▇▇▇ ▇, ▇▇▇▇▇ & Bockius LLP and ▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. (together, the “TEFirms” and, each, a “Firm”), TE will each Firm shall be allowed to represent the Seller or any of its Affiliates (which will no longer include the Transferred Company after the Closing) in any matters and disputesdisputes (or any other matter), including in any matter or dispute adverse to Buyers and their Affiliates (including, after the ClosingBuyer, the Transferred Company) Company or any Subsidiary that either are existing on the date hereof or that arise in the future and relates to this Agreement and the Transaction, and Buyers do hereby, and agree to cause their Affiliates Transactions (including, after the Closing, the Transferred Companya “Dispute”). The Buyer hereby (i) to, (a) waive waives any claim they have it has or may have that TE such Firm has a conflict of interest or is otherwise prohibited from engaging in any such representation and representation; (bii) agree agrees that, in the event that a dispute Dispute arises after the Closing between Buyers the Buyer, the Company or any of their Affiliates (Subsidiary, on the one hand) , and Seller or any of its Affiliates (Affiliates, on the other hand), TE such Firm may represent Seller or such Affiliate any of its Affiliates in such dispute Dispute even though the interests of Seller or such its Affiliate may be directly adverse to Buyers the Buyer, the Company or their Affiliates (including the Transferred Company) Subsidiaries and even though TE such Firm may have represented the Transferred Company or the Subsidiaries in a matter substantially related to such disputeDispute, or may be handling ongoing matters for Buyers the Company or the Transferred Company. Buyers further agreeSubsidiaries; provided, however, 70 ACTIVE 218042945 that no such representation shall constitute a waiver of any attorney-client privilege between the Company or any of its Subsidiaries, on the one hand, and either Firm, on the other hand, and the Seller shall cause either Firm, as applicable, acting as its counsel to not take any actions or engage in any representation that would affect or be deemed to be such a waiver, it being understood that the determination of whether such a waiver has occurred (or is reasonably likely to occur) will be subject to the Seller’s reasonable determination and nothing in this Section 12.13 shall be construed to prevent the Seller from taking any action with respect to which the Seller has reasonably determined that no such waiver will, or is reasonably likely to, occur as a result thereof. (b) The Buyer is aware that, in connection with the Firms’ representation of the Company and the Subsidiaries, the Firms are or may be in possession of information of the Company and the Subsidiaries including communications between either Firm and the Company or any of its Subsidiary relating to the Transactions (such documents in the possession of either Firm shall be referred to as the “Communications”). The Buyer agrees that the foregoing shall not be asserted as a basis to cause their claim that a Firm cannot represent the Seller or its Affiliates (includingin any matter, after including in a Dispute. The Buyer further agrees that, following the Closing, the Transferred CompanySeller may use such Communications so long as the Seller reasonably determines that the use of such Communications shall not waive (and is reasonably likely not to waive) to agree, that, as to all communications among TE and Seller and its Affiliates (including, prior to the Closing, the Transferred Company) that relate in any way to the Transaction contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs toapplicable privilege, and may be controlled by, Seller and that the Buyer will not pass to (i) request from either Firm or be claimed by Buyers (ii) use or their Affiliates (including, after intentionally access any of the Closing, the Transferred Company). Accordingly, none of Buyers Communications in connection with any Dispute or their Affiliates (including the Transferred Company) will have access to such communications or to the files of TE relating to the Transaction from and after the Closing. Notwithstanding the foregoing, if a dispute arises between Parent or their Affiliates (including Holdings or the Transferred Company) and a third party other than a Party to this Agreement after the Closing, the Transferred Company may assert the attorney-client privilege to prevent disclosure of confidential communications by TE to such third partypotential Dispute; provided, however, that nothing contained herein shall prevent the Transferred Company Buyer from requesting, using or accessing any Communications in connection with document production requests or discovery in any Legal Proceeding by an unrelated third party so long as such Communications are not subject to exclusion from such document production request or discovery on the basis of attorney-client privilege. For the avoidance of doubt, nothing in this Section 12.13 or in this Agreement shall be deemed to be a waiver of any applicable privileges or protections that can or may be asserted to prevent disclosure of any Communications to any third party, and the Seller shall not take any action, or cause the Firms to take any action, that the Seller reasonably determines would reasonably be expected to waive any such privilege without the prior written consent of Seller. This Section 7.11 will be irrevocable, and no term of this Section 7.11 may be amended, waived or modified, without the prior written consent of TEprotection as to any third party.

Conflicts and Privilege. Buyers Buyer, Seller, LDC and Seller the Company agree that, that notwithstanding any current or prior representation of Seller or and/or its Affiliates by ▇▇▇▇▇▇ ▇▇▇▇▇ LLP (“TEMB”), TE MB will be allowed to represent Seller or any of its Affiliates (which will no longer include the Transferred Company after the Closing) in any matters and disputes, including in any matter or dispute adverse to Buyers Buyer, LDC and their respective Affiliates (including, after the Closing, the Transferred Company) that either are is existing on the date hereof or that arise arises in the future and in each case relates to this Agreement and the TransactionAgreement, and Buyers do each of Buyer and LDC does hereby, and agree agrees with respect thereto to cause their its Affiliates (including, after the Closing, the Transferred Company) to, (a) waive any claim they have or may have that TE MB has a conflict of interest or is otherwise prohibited from engaging in such representation representation, and (b) agree that, in the event that a dispute arises after the Closing between Buyers Buyer and LDC or any of their respective Affiliates (on the one hand) and Seller or any of its Affiliates (on the other hand), TE MB may represent Seller or such Affiliate in such dispute even though the interests of Seller or such Affiliate may be directly adverse to Buyers Buyer, LDC or their respective Affiliates (including the Transferred Company) and even though TE may have represented the Transferred Company in a matter substantially related to such dispute, or MB may be handling ongoing matters for Buyers Buyer or the Transferred Company. Buyers Each of Buyer and LDC further agreeagrees, and agrees to cause their its Affiliates (including, after the Closing, the Transferred Company); provided, however, that MB shall be permitted to represent the Company pursuant to the terms of Section 12.17 of this Agreement) to agree, that, as to all privileged communications between or among TE MB and Seller and any of its Affiliates (including, prior to the Closing, the Transferred Company) that relate in any way to the Transaction contemplated by this Agreement, the transactions contemplated hereby or the Company, its Affiliates or any of its respective operations for the period ending at the Closing, the attorney-client privilege and the expectation of client confidence belongs to, and may be controlled by, Seller and will not pass to or be claimed by Buyers Buyer or their its Affiliates (including, after the Closing, the Transferred Company). Accordingly, none of Buyers Buyer or their its Affiliates (including including, after the Transferred Closing, the Company) will have access to such communications or to the files of TE relating to the Transaction from and after the Closing. Notwithstanding the foregoingforegoing in this Section 12.17, if a dispute arises after the Closing between Parent Buyer, LDC or their respective Affiliates (including Holdings or including, after the Transferred Closing, the Company) and a third party other than a Party to this Agreement after the Closing(or its Affiliates), the Transferred Company may assert the attorney-client privilege to prevent disclosure of confidential communications by TE MB to such unaffiliated third party; provided, however, that the Transferred Company may not waive such privilege without the prior written consent of Seller. This Section 7.11 12.17 will be irrevocable, and no term of this Section 7.11 12.17 may be amended, waived waived, or modified, without the prior written consent of TESeller and Buyer.