Common use of Privilege Clause in Contracts

Privilege. Purchaser hereby agrees, on its own behalf and on behalf of its Affiliates (including the Transferred Entities after the Closing), that, following the Closing, Ropes & ▇▇▇▇ LLP and Babst, Calland, ▇▇▇▇▇▇▇▇ and Zomnir, P.C. (“Parent Group’s Counsel”) may serve as counsel to the Parent Group and their Affiliates in connection with any matters related to this Agreement or the transactions contemplated hereby, including any litigation, claim or obligation arising out of or relating to this Agreement or the Ancillary Agreements, the negotiation, performance or subject matter hereof or thereof, or the Sale, notwithstanding any representation by Parent Group’s Counsel prior to the Closing Date of the Transferred Entities. Purchaser hereby agrees, on its own behalf and on behalf of its Affiliates (including the Transferred Entities after the Closing), (i) to waive any claim they have or may have that Parent Group’s Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) that, in the event that a dispute arises after the Closing between Purchaser or any of its Affiliates (including any Transferred Entity), on the one hand, and the Parent Group or any of their Affiliates, on the other hand, Parent Group’s Counsel may represent the Parent Group and/or any of its Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Purchaser or any of its Affiliates (including any Transferred Entity) and even though Parent Group’s Counsel may have represented any Transferred Entity in a matter substantially related to such dispute. Purchaser, on behalf of itself and its Affiliates (including the Transferred Entities after the Closing) also further agree that, as to all communications to or from Parent Group’s Counsel, on the one hand, and any or all of the Transferred Entities, the Parent Group or their Affiliates and their respective Representatives, on the other hand, that relate in any way to this Agreement or any Ancillary Agreement, the negotiation, performance or subject matter hereof or thereof, or the transactions contemplated hereby, the attorney-client privilege and the expectation of client confidence belongs and will belong solely to the Parent Group and will not pass to or be claimed by Purchaser or its Affiliates (including any Transferred Entity after the Closing). Without limitation of the foregoing, none of Purchaser or any of its Affiliates (including any Transferred Entity after the Closing) may use or rely upon any communications described in the immediately preceding sentence in any dispute against or involving the Parent Group. Notwithstanding the foregoing, in the event that a dispute arises after the Closing between Purchaser or any of its Affiliates (including any Transferred Entity), on the one hand, and a third party other than (and not an Affiliate of) a party to this Agreement, on the other hand, a Transferred Entity may assert the attorney-client privilege to prevent disclosure of confidential communications by Parent Group’s Counsel to such third party; provided, however, that such Transferred Entity may not waive such privilege without the prior written consent of Parent. Purchaser acknowledges that it has consulted with independent counsel of its own choosing with respect to the meaning and effect of this Section 11.15. Parent Group’s Counsel is an express intended third party beneficiary of this Agreement for purposes of this Section 11.15, and may enforce the same. This Section 11.15 will survive the Closing and will remain in effect indefinitely.

Privilege. Purchaser (a) The Company hereby agreesagrees that all privileged communications in any form or format whatsoever between or among MetLife, any other member of the MetLife Group, any member of the Company Group, or any of their respective officers, directors, employees, agents or representatives and their counsel (whether internal or outside), that relate to the negotiation, documentation and consummation of this Agreement and the documents set forth on Schedule 4.6 (the “Transaction Communications”) shall remain privileged after the Separation Date, and that the Transaction Communications, any privilege attaching thereto, and the expectation of client confidence relating thereto shall belong solely to MetLife or the other members of the MetLife Group or their employees, as applicable, and not the Company or any other members of the Company Group or their employees, and shall not pass to or be claimed by the Company or any other members of the Company Group or their employees, except that with respect to communications prior to the Separation Date solely between the Company or any other member of the Company Group, on its own behalf the one hand, and on behalf of its Affiliates (including the Transferred Entities after the Closing), that, following the ClosingDebevoise & ▇▇▇▇▇▇▇▇ LLP, Ropes & ▇▇▇▇ LLP and Babst, Calland, ▇▇▇▇▇▇▇▇ and Zomnir, P.C. or Sidley Austin LLP (the “Parent Group’s CounselCounsel Communications”) may serve as counsel to the Parent Group and their Affiliates in connection with any matters related to this Agreement or the transactions contemplated hereby, including any litigation, claim or obligation arising out of or relating to this Agreement or the Ancillary Agreements, the negotiation, performance or subject matter hereof or thereof, or the Sale, notwithstanding any representation by Parent Group’s Counsel prior to the Closing Date of the Transferred Entities. Purchaser hereby agrees, on its own behalf and on behalf of its Affiliates (including the Transferred Entities after the Closing), (i) to waive any claim they have or may have that Parent Group’s Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) that, in the event that a dispute arises after the Closing between Purchaser or any of its Affiliates (including any Transferred Entity), on the one hand, and the Parent Group or any of their Affiliates, on the other hand, Parent Group’s Counsel may represent any privilege attaching thereto, and the Parent expectation of client confidence relating thereto, shall belong jointly to MetLife or the other members of the MetLife Group and/or or their employees, as applicable, and the Company or any other members of its Affiliates in such dispute even though the interests Company Group or their employees, as applicable. In addition, the Company agrees that the transfer of such Person(s) may be directly adverse to Purchaser Assets by MetLife or any of its Affiliates to the Company under this Agreement, the Distribution, or any associated or affiliated transactions contemplated thereby or preliminary thereto, shall not constitute, and the Company (including any Transferred Entity) and even though Parent Group’s Counsel may have represented any Transferred Entity in a matter substantially related to such dispute. Purchaser, on behalf of itself and its Affiliates) agrees not to assert that such transfer constitutes, a waiver of any privilege attaching to the Transaction Communications. The Company agrees that it will not, and will cause each of its Affiliates not to, assert or use any Transaction Communications (including the Transferred Entities including, without limitation, any Counsel Communications) in its or their possession after the ClosingSeparation Date for the purpose of asserting, prosecuting, or litigating any claim against MetLife or any of its Affiliates or otherwise in a manner adverse to MetLife or any of its Affiliates. From and after the Separation Date, upon any legal personnel, manager or executive officer of the Company or any of its Affiliates becoming aware of the existence of Transaction Communications in the possession of the Company or any of its Affiliates that such Person knows or reasonably should know to be Transaction Communications or, if any time after the Separation Date, upon the request of MetLife upon discovering that specified Transaction Communications are in the possession of the Company or any of its Affiliates after Separation, the Company hereby agrees to, and to cause its Affiliates to, reasonably promptly notify, and thereafter reasonably promptly (unless a request for specific Transaction Communications is made by MetLife, in which case, the Company shall promptly identify, and, once identified, immediately) return to MetLife or destroy (at MetLife’s option) such Transaction Communications. The Company and its Affiliates acknowledge and agree that any Transaction Communications that are known to be Transaction Communications (other than Transaction Communications that are also further agree thatCounsel Communications) shall not be used for any purpose and shall be maintained separately from the Company’s records and kept strictly confidential. Upon notification by MetLife that any specified materials constitute Transaction Communications, the Company and its Affiliates shall, as soon as commercially practicable and at MetLife’s expense, return to MetLife or destroy (at MetLife’s option) such Transaction Communications as provided for herein. The obligation to return or destroy Transaction Communications set forth in this paragraph shall not apply to Transaction Communications that are also Counsel Communications, as to which the Company and its Affiliates shall take all action appropriate to maintain the joint privilege. (b) The Company hereby agrees that all privileged communications (other than any Transaction Communications) in any form or format whatsoever between or among MetLife, any other member of the MetLife Group, any member of the Company Group, or any of their respective officers, directors, employees, agents or representatives and their counsel (whether internal or outside), including any Counsel Communications, that relate to the negotiation, documentation and consummation of this Agreement, the Distribution, or from Parent Group’s Counselany associated or affiliated transactions contemplated thereby or preliminary thereto, including agreements related thereto not set forth on Schedule 4.6 (the one hand“Joint Privileged Communications”) shall remain privileged after the Separation Date, and any or all of the Transferred Entitiesprivilege attaching thereto, the Parent Group or their Affiliates and their respective Representatives, on the other hand, that relate in any way to this Agreement or any Ancillary Agreement, the negotiation, performance or subject matter hereof or thereof, or the transactions contemplated hereby, the attorney-client privilege and the expectation of client confidence belongs relating thereto shall belong jointly to MetLife or the other members of the MetLife Group or their employees, as applicable, and the Company or any other members of the Company Group or their employees, as applicable. The Company agrees that it will not, and will belong solely cause each of its Affiliates not to, assert or use any Joint Privilege Communications or, to the Parent Group and will not pass to extent applicable, the Transaction Communications for the purpose of asserting, prosecuting, or be claimed by Purchaser or its Affiliates (including litigating any Transferred Entity after the Closing). Without limitation of the foregoing, none of Purchaser claim against MetLife or any of its Affiliates (including any Transferred Entity after the Closing) may use or rely upon any communications described otherwise in the immediately preceding sentence in any dispute against or involving the Parent Group. Notwithstanding the foregoing, in the event that a dispute arises after the Closing between Purchaser manner adverse to MetLife or any of its Affiliates (including any Transferred Entity), on the one hand, and a third party other than (and not an Affiliate of) a party to this Agreement, on the other hand, a Transferred Entity may assert the attorney-client privilege to prevent disclosure of confidential communications by Parent Group’s Counsel to such third party; provided, however, that such Transferred Entity may not waive such privilege without the prior written consent of Parent. Purchaser acknowledges that it has consulted with independent counsel of its own choosing with respect to the meaning and effect of this Section 11.15. Parent Group’s Counsel is an express intended third party beneficiary of this Agreement for purposes of this Section 11.15, and may enforce the same. This Section 11.15 will survive the Closing and will remain in effect indefinitelyAffiliates.

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

Privilege. (a) Purchaser hereby agrees, on its own behalf and on behalf of its Affiliates (including the Transferred Entities after the Closing), that, following the Closing, Ropes & ▇▇▇▇ LLP and Babst, Calland, ▇▇▇▇▇▇▇▇ and Zomnir, P.C. (“Parent Group’s Counsel”) may serve as counsel to members of the Parent Group and their Affiliates (including the Sellers) in connection with any matters related to this Agreement or the transactions contemplated hereby, including any litigation, claim or obligation arising out of or relating to this Agreement or the Ancillary Agreements, the negotiation, performance or subject matter hereof or thereof, or the Sale, notwithstanding any representation by Parent Group’s Counsel prior to the Closing Date of the Transferred Entities. Purchaser hereby agrees, on its own behalf and on behalf of its Affiliates (including the Transferred Entities after the Closing), (i) to waive any claim they have or may have that Parent Group’s Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) that, in the event that a dispute arises after the Closing between Purchaser or any of its Affiliates (including any Transferred Entity), on the one hand, and the Parent Group or any of their AffiliatesAffiliates (including the Sellers), on the other hand, Parent Group’s Counsel may represent the Parent Group and/or any of its Affiliates (including the Sellers) in such dispute even though the interests of such Person(s) may be directly adverse to Purchaser or any of its Affiliates (including any Transferred Entity) and even though Parent Group’s Counsel may have represented any Transferred Entity in a matter substantially related to such dispute. Purchaser, on behalf of itself and its Affiliates (including the Transferred Entities after the Closing) also further agree that, as to all communications to or from Parent Group’s Counsel, on the one hand, and any or all of the Transferred Entities, the members of the Parent Group or their Affiliates and their respective Representatives, on the other hand, that relate in any way to this Agreement or any Ancillary Agreement, the negotiation, performance or subject matter hereof or thereof, or the transactions contemplated herebyhereby (“Privileged Communications”), and all attorney work product relating thereto (“Protected Work Product”, and together with Privileged Communications, “Protected Material”), the attorney-client privilege and the expectation of client confidence belongs and will belong solely to the Parent Group and will not pass to or be claimed by Purchaser or its Affiliates (including any Transferred Entity after the Closing). Without limitation of the foregoing, none of Purchaser or any of its Affiliates (including any Transferred Entity after the Closing) may use or rely upon any communications described in the immediately preceding sentence in any dispute against or involving the Parent Group. Notwithstanding the foregoing, in the event that a dispute arises after the Closing between Purchaser or any of its Affiliates (including any Transferred Entity), on the one hand, and a third party other than (and not an Affiliate of) a party to this Agreement, on the other hand, a Transferred Entity may assert the attorney-client privilege to prevent disclosure of confidential communications by Parent Group’s Counsel to such third party; provided, however, provided that such Transferred Entity may not waive such privilege without the prior written consent of Parent. (b) Purchaser agrees that it shall not, and that it shall cause its Affiliates not to, knowingly and intentionally access or use the Protected Material, including by way of review of any electronic data, communications or other information. For avoidance of doubt, the preceding sentence shall not be deemed violated if any employee of Purchaser accesses or uses any Privileged Communication to which such employee was a party (including by way of review of any electronic data, communications or other information), provided that such access and use shall not result in any waiver of any Seller’s attorney-client privilege or the work product doctrine with respect to such Protected Material. (c) Purchaser acknowledges that it has consulted with independent counsel of its own choosing with respect to the meaning and effect of this Section 11.1512.13. Parent Group’s Counsel is an express intended third party beneficiary of this Agreement for purposes of this Section 11.1512.13, and may enforce the same. This Section 11.15 12.13 will survive the Closing and will remain in effect indefinitely.

Privilege. Purchaser hereby agrees, on its own behalf and on behalf of its Affiliates (including the Transferred Entities Companies after the Closing), that, following the Closing, Ropes & ▇▇▇▇ Gray LLP and Babst, Calland, ▇▇▇▇▇▇▇▇ and Zomnir, P.C. (“Parent Group’s Counsel”) may serve as counsel to the members of the Parent Group and their Affiliates in connection with any matters related to this Agreement or the transactions contemplated hereby, including any litigation, claim or obligation arising out of or relating to this Agreement or the Ancillary Agreements, the negotiation, performance or subject matter hereof or thereof, or the Sale, notwithstanding any representation by Parent Group’s Counsel prior to the Closing Date of the Transferred EntitiesCompanies. Purchaser hereby agrees, on its own behalf and on behalf of its Affiliates (including the Transferred Entities Companies after the Closing), (i) to waive any claim they have or may have that Parent Group’s Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) that, in the event that a dispute arises after the Closing between Purchaser or any of its Affiliates (including any the Transferred EntityCompanies), on the one hand, and the Parent Group or any of their respective Affiliates, on the other hand, Parent Group’s Counsel may represent the Parent Group and/or any of its their respective Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Purchaser or any of its Affiliates (including any the Transferred EntityCompanies) and even though Parent Group’s Counsel may have represented any the Transferred Entity Companies in a matter substantially related to such dispute. Purchaser, on behalf of itself and its Affiliates (including the Transferred Entities Companies after the Closing) also further agree agrees that, as to all communications to or from Parent Group’s Counsel, on the one hand, and any or all of the Transferred EntitiesCompanies, the Parent Group or their respective Affiliates and their respective Representatives, on the other hand, that relate in any way to this Agreement or any Ancillary Agreement, the negotiation, performance or subject matter hereof or thereof, or the transactions contemplated herebyhereby and thereby, the attorney-client privilege and the expectation of client confidence belongs and will belong solely to the Parent Group and will not pass to or be claimed by Purchaser or its Affiliates (including any the Transferred Entity Companies after the Closing). Without limitation of the foregoing, none of Purchaser or any of its Affiliates (including any the Transferred Entity Companies after the Closing) may use or rely upon any communications described in the immediately preceding sentence in any dispute against or involving the Parent Group. Notwithstanding the foregoing, in the event that a dispute arises after the Closing between Purchaser or any of its Affiliates (including any the Transferred EntityCompanies), on the one hand, and a third party other than (and not an Affiliate of) a party to this Agreement, on the other hand, a the Transferred Entity Companies may assert the attorney-client privilege to prevent disclosure of confidential communications by Parent Group’s Counsel to such third party; provided, however, that such the Transferred Entity Companies may not waive such privilege without the prior written consent of Parent. Purchaser acknowledges that it has consulted with independent counsel of its own choosing with respect to the meaning and effect of this Section 11.1512.14. Parent Group’s Counsel is an express intended third party beneficiary of this Agreement for purposes of this Section 11.1512.14, and may enforce the same. This Section 11.15 12.14 will survive the Closing and will remain in effect indefinitely.

Privilege. Purchaser hereby agrees, on its own behalf and on behalf of its Affiliates (including the Transferred Entities after the Closing), that, following the Closing, Ropes & ▇▇▇▇ LLP and Babst, Calland, ▇▇▇▇▇▇▇▇ and Zomnir, P.C. (“Parent Group’s Counsel”a) may serve as counsel to the Parent Group and their Affiliates in connection with any matters related to this Agreement or the transactions contemplated hereby, including any litigation, claim or obligation arising out of or relating to this Agreement or the Ancillary Agreements, the negotiation, performance or subject matter hereof or thereof, or the Sale, notwithstanding any representation by Parent Group’s Counsel prior to the Closing Date of the Transferred Entities. Purchaser hereby agrees, on its own behalf and on behalf of its Affiliates (including the Transferred Entities after the Closing), (i) to waive any claim they have or may have that Parent Group’s Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) that, in the event that a dispute arises after the Closing between Purchaser or any of its Affiliates (including any Transferred Entity), on the one hand, and the Parent Group or any of their Affiliates, on the other hand, Parent Group’s Counsel may represent the Parent Group and/or any of its Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Purchaser or any of its Affiliates (including any Transferred Entity) and even though Parent Group’s Counsel may have represented any Transferred Entity in a matter substantially related to such dispute. PurchaserBuyer, on behalf of itself and its Affiliates (including the Transferred Entities after Company Group following the Closing) also further agree that(collectively, as the “Buyer Affiliate Parties”), hereby waives, and agrees not to allege, any claim that ▇▇▇▇▇▇▇, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP (the “Law Firm”) has a conflict of interest or is otherwise prohibited from representing a Seller or any of its Affiliates, directors, officers, employees, agents, auditors and representatives (“Seller Related Parties”) in any post-Closing matter or dispute with any of the Buyer Affiliate Parties related to or arising under this Agreement (including the negotiation hereof) or the transactions contemplated hereby, even though the interests of one or more of the Seller Related Parties in such matter or dispute may be directly adverse to the interests of one or more of the Buyer Affiliate Parties. (b) Buyer, on behalf of itself and all other Buyer Affiliate Parties, acknowledges and agrees that the Company Group’s attorney-client privilege and attorney work-product protection with respect to all communications to or from Parent Group’s Counselpre-Closing communications, information and documentation between and among the Law Firm, on the one hand, and any or all member of the Transferred Entities, the Parent Group or their Affiliates and their respective RepresentativesCompany Group, on the other hand, that relate relating to the provision of legal advice in any way to this Agreement or any Ancillary Agreement, the negotiation, performance or subject matter hereof or thereof, or respect of the transactions contemplated herebyhereby (such communications, the “Privileged Transaction Communications”) be retained and controlled by the Sellers, and may be waived only by the Sellers. ▇▇▇▇▇ and each Seller acknowledges and agrees that (i) the foregoing attorney-client privilege and the expectation of client confidence belongs and will belong solely to the Parent Group and will work product protection shall not pass to be controlled, owned, used, waived or be claimed by Purchaser or its Affiliates (including any Transferred Entity after Buyer Affiliate Party upon consummation of the Closing). Without limitation ; and (ii) in the event of a dispute between any Buyer Affiliate Party, on the one hand, and a third party, on the other hand, or any other circumstance in which such a third party requests or demands that a Buyer Affiliate Party Company produce Privileged Transaction Communications, Buyer shall, and shall cause the other Buyer Affiliate Parties, to assert such attorney-client privilege on behalf of the foregoing, none Seller Related Parties to prevent disclosure of Purchaser privileged materials or any of its Affiliates (including any Transferred Entity after the Closing) may use or rely upon any communications described in the immediately preceding sentence in any dispute against or involving the Parent Groupattorney work product to such third party. Notwithstanding the foregoing, in the parties agree that the protections afforded by this Section 15.17(b) shall not be considered, and is not, a waiver by Buyer of any attorney-client privilege that Buyer may have over the Privileged Transaction Communications as against any third party other than the Seller Related Parties. In the event that of a dispute arises after the Closing between Purchaser or any of its Affiliates (including any Transferred Entity)Buyer Affiliate Party, on the one hand, and a third party other than (and not an Affiliate of) a party to this Agreementany Seller Related Party, on the other hand, a Transferred Entity ▇▇▇▇▇ may assert the attorney-client privilege to prevent disclosure of confidential communications by Parent Group’s Counsel any Privileged Transaction Communications to such third party; provided, however, that such Transferred Entity may not waive such privilege without the prior written consent of Parent. Purchaser acknowledges that it has consulted with independent counsel of its own choosing with respect . (c) Notwithstanding anything to the meaning and effect of contrary set forth in this Section 11.15. Parent Group’s Counsel 15.17, in the event that the Buyer is an express intended third party beneficiary required or requested under Applicable Law (including by governmental order, other order or request of this Agreement for purposes a tribunal of this Section 11.15competent jurisdiction, or by request or order of any Governmental Entity) to produce or disclose any Privileged Transaction Communications, the Buyer shall be entitled to so produce or disclose such Privileged Transaction Communications, provided that, as soon as reasonably practicable following such a request or order, the Buyer shall, to the extent so permitted, notify the Sellers in writing and afford the Seller Related Parties, at their sole cost and expense, a reasonable opportunity to seek such remedy as may be available to the Seller Related Parties to prevent the production or disclosure of, or access to, any Privileged Transaction Communications or maintain the confidentiality of any Privileged Transaction Communications, and may enforce the same. This Section 11.15 will survive Buyer shall and shall cause its Affiliates to reasonably cooperate with the Closing Seller Related Parties, at the Seller Related Parties’ sole cost and will remain expense, as reasonably requested, and to the extent permitted by Applicable Law, in effect indefinitelyconnection therewith.

Privilege. Purchaser hereby agrees, on its own behalf and on behalf of its Affiliates (including the Transferred Entities after the Closing), that, following the Closing, Ropes & ▇▇▇▇ LLP and Babst, Calland, ▇▇▇▇▇▇▇▇ and Zomnir, P.C. & ▇▇▇▇▇ LLP (“Parent Seller Group’s Counsel”) may serve as counsel to the Parent Seller Group and their Affiliates in connection with any matters related to this Agreement or the transactions contemplated hereby, including any litigation, claim or obligation arising out of or relating to this Agreement or the Ancillary Agreements, the negotiation, performance or subject matter hereof or thereof, or the Sale, notwithstanding any representation by Parent Seller Group’s Counsel prior to the Closing Date of the Transferred Entities. Purchaser hereby agrees, on its own behalf and on behalf of its Affiliates (including the Transferred Entities after the Closing), (ia) to waive any claim they have or may have that Parent Seller Group’s Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (iib) that, in the event that a dispute arises after the Closing between Purchaser or any of its Affiliates (including any Transferred Entity), on the one hand, and the Parent Seller Group or any of their Affiliates, on the other hand, Parent Seller Group’s Counsel may represent the Parent Seller Group and/or any of its Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Purchaser or any of its Affiliates (including any Transferred Entity) and even though Parent Seller Group’s Counsel may have represented any Transferred Entity in a matter substantially related to such dispute. Purchaser, on behalf of itself and its Affiliates (including the Transferred Entities after the Closing) also further agree that, as to all communications to or from Parent Seller Group’s Counsel, on the one hand, and any or all of the Transferred Entities, the Parent Seller Group or their Affiliates and their respective Representatives, on the other hand, that relate in any way to this Agreement or any Ancillary Agreement, the negotiation, performance or subject matter hereof or thereof, or the transactions contemplated hereby, the attorney-client privilege and the expectation of client confidence belongs and will belong solely to the Parent Seller Group and will not pass to or be claimed by Purchaser or its Affiliates (including any Transferred Entity after the Closing). Without limitation of the foregoing, none of Purchaser or any of its Affiliates (including any Transferred Entity after the Closing) may access, use or rely upon any communications described in the immediately preceding sentence in any dispute against or involving the Parent Seller Group. Notwithstanding the foregoing, in the event that a dispute arises after the Closing between Purchaser or any of its Affiliates (including any Transferred Entity), on the one hand, and a third party other than (and not an Affiliate of) a party to this Agreement, on the other hand, a Transferred Entity may assert the attorney-client privilege to prevent disclosure of confidential communications by Parent Seller Group’s Counsel to such third party; provided, however, that such Transferred Entity may not waive such privilege without the prior written consent of ParentSeller. Purchaser acknowledges that it has consulted with independent counsel of its own choosing with respect to the meaning and effect of this Section 11.1512.12. Parent Seller Group’s Counsel is an express intended third party beneficiary of this Agreement for purposes of this Section 11.1512.12, and may enforce the same. This Section 11.15 12.12 will survive the Closing and will remain in effect indefinitely.

Privilege. Purchaser hereby agrees, on its own behalf and on behalf of its controlled Affiliates (including the Transferred Entities after the Closing), that, following the Closing, Ropes & ▇▇▇▇ LLP and Babst, Calland, ▇▇▇▇▇▇▇▇ and Zomnir, P.C. & ▇▇▇▇▇ LLP (“Parent Seller Group’s Counsel”) may serve as counsel to the Parent Seller Group and their Affiliates in connection with any matters related to this Agreement or the transactions contemplated hereby, including any litigation, claim or obligation arising out of or relating to this Agreement or the Ancillary Agreements, the negotiation, performance or subject matter hereof or thereof, or the Sale, notwithstanding any representation by Parent Seller Group’s Counsel prior to the Closing Date of the Transferred Entities. Purchaser hereby agrees, on its own behalf and on behalf of its controlled Affiliates (including the Transferred Entities after the Closing), (i) to waive any claim they have or may have that Parent Seller Group’s Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) that, in the event that a dispute arises after the Closing between Purchaser or any of its controlled Affiliates (including any Transferred Entity), on the one hand, and the Parent Seller Group or any of their Affiliates, on the other hand, Parent Seller Group’s Counsel may represent the Parent Seller Group and/or any of its Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Purchaser or any of its controlled Affiliates (including any Transferred Entity) and even though Parent Seller Group’s Counsel may have represented any Transferred Entity in a matter substantially related to such dispute. Purchaser, on behalf of itself and its controlled Affiliates (including the Transferred Entities after the Closing) also further agree that, as to all communications to or from Parent Seller Group’s Counsel, on the one hand, and any or all of the Transferred Entities, the Parent Seller Group or their Affiliates and their respective Representatives, on the other hand, that relate in any way to this Agreement or any Ancillary Agreement, the negotiation, performance or subject matter hereof or thereof, or the transactions contemplated hereby, the attorney-client privilege and the expectation of client confidence belongs and will belong solely to the Parent Seller Group and will not pass to or be claimed by Purchaser or its controlled Affiliates (including any Transferred Entity after the Closing). Without limitation of the foregoing, none of Purchaser or any of its controlled Affiliates (including any Transferred Entity after the Closing) may access, use or rely upon any communications described in the immediately preceding sentence in any dispute against or involving the Parent Seller Group. Notwithstanding the foregoing, in the event that a dispute arises after the Closing between Purchaser or any of its controlled Affiliates (including any Transferred Entity), on the one hand, and a third party other than (and not an Affiliate of) a party to this Agreement, on the other hand, a Transferred Entity may assert the attorney-client privilege to prevent disclosure of confidential communications by Parent Seller Group’s Counsel to such third party; provided, however, that such Transferred Entity may not waive such privilege without the prior written consent of ParentSeller. Purchaser acknowledges that it has consulted with independent counsel of its own choosing with respect to the meaning and effect of this Section 11.1512.14. Parent Seller Group’s Counsel is an express intended third party beneficiary of this Agreement for purposes of this Section 11.1512.14, and may enforce the same. This Section 11.15 12.14 will survive the Closing and will remain in effect indefinitely.

Privilege. Purchaser hereby agrees, on its own behalf (a) Each of the parties hereto acknowledges and on behalf of its Affiliates agrees that (including the Transferred Entities after the Closing), that, following the Closing, Ropes & ▇▇▇▇ LLP and Babst, Calland, ▇▇i) ▇▇▇▇▇▇ and Zomnir, P.C. LLP (“Parent Group’s Sellers’ Counsel”) may serve has acted as counsel to the Parent Group Company in various matters involving a range of issues and their Affiliates as counsel to the Company in connection with any matters related to the negotiation of this Agreement or the transactions contemplated hereby, including any litigation, claim or obligation arising out of or relating to this Agreement or the Ancillary Agreements, the negotiation, performance or subject matter hereof or thereof, or the Sale, notwithstanding any representation by Parent Group’s Counsel prior to the Closing Date and consummation of the Transferred Entities. Purchaser hereby agreesTransactions, on its own behalf and on behalf of its Affiliates (including ii) except for the Transferred Entities after the Closing)Company, (i) to waive any claim they have or may have that Parent Group’s Sellers’ Counsel has not acted as counsel for any other person in connection with the Transactions and no other party or person has the status of a client of Sellers’ Counsel for conflict of interest or is otherwise prohibited from engaging in such representation and any other purpose as a result thereof. (iib) thatNone of Parent, in Purchaser, Sub, the event that a dispute arises after the Closing between Purchaser Surviving Company or any of its Affiliates their respective subsidiaries shall assert that any communication occurring prior to the First Effective Time between Sellers’ Counsel (including and any Transferred Entityother counsel to the Company or a Company Subsidiary), on the one hand, and the Parent Group Company or any of their Affiliates, on the other hand, Parent Group’s Counsel may represent the Parent Group and/or any of its Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Purchaser or any of its Affiliates a Company Subsidiary (including any Transferred Entity) and even though Parent Group’s Counsel may have represented any Transferred Entity in a matter substantially related to such dispute. Purchaserone or more officers, on behalf of itself and its Affiliates (including the Transferred Entities after the Closing) also further agree thatdirectors, as to all communications to employees or from Parent Group’s Counsel, on the one hand, and any or all Securityholder of the Transferred Entities, the Parent Group Company or their Affiliates and their respective Representativesits Subsidiaries), on the other hand, that relate in any way to this Agreement or any Ancillary Agreement, the negotiation, performance or subject matter hereof or thereof, or the transactions contemplated hereby, the is attorney-client privilege privileged, constitutes attorney work product or other attorney-client confidential information arising from communications related to or arising out of the preparation, negotiation, documentation and consummation of the expectation of Transactions (the “Privileged Communications”) constitute attorney-client confidence belongs and will confidences that belong solely to the Parent Group Company. Each of Parent, Purchaser, Sub and will the Surviving Company (including on behalf of the Company and its Subsidiaries) hereby acknowledges and agrees all Privileged Communications shall be deemed to be attorney-client confidences that belong solely to the Securityholders and their affiliates (and not pass to or be claimed by Purchaser the Company or its Affiliates (including any Transferred Entity after the ClosingSubsidiaries). Without limitation Following the First Effective Time, the Stockholder Representative and the Securityholders will be permitted to use Privileged Communications in connection with the defense of the foregoing, none of Purchaser any claim by Parent or any of its Affiliates (including any Transferred Entity after the Closing) may use or rely upon any communications described in the immediately preceding sentence in any dispute against or involving the Parent Groupother Indemnified Party under Article IX. Notwithstanding anything to the foregoingcontrary in this Agreement, (x) in the event that a dispute arises after between Parent, the Closing between Purchaser Surviving Company or any of its Affiliates (including any Transferred Entity), on the one hand, their respective Subsidiaries and a third party other than (and not an Affiliate of) a party to this Agreementafter the Closing, on Parent, the other hand, a Transferred Entity Surviving Company or any of their respective Subsidiaries may assert the attorney-client privilege to prevent disclosure of confidential communications any Privileged Communications by Parent Group’s Sellers’ Counsel to such third party, (y) neither the Stockholder Representative nor any of the Securityholders or their respective affiliates may waive such attorney-client privilege or disclose such communications or files other than in connection with the enforcement or defense of their respective rights or obligations under this Agreement; provided, however, that such Transferred Entity and (z) none of the Securityholders or their respective affiliates may not waive such privilege or exercise such property rights without the prior written consent of Parent. Purchaser acknowledges that it has consulted with independent counsel the Stockholder Representative, on behalf of its own choosing with respect to all of the meaning and effect of this Section 11.15. Parent Group’s Counsel is an express intended third party beneficiary of this Agreement for purposes of this Section 11.15, and may enforce the same. This Section 11.15 will survive the Closing and will remain in effect indefinitelySecurityholders.

Privilege. Purchaser Buyer hereby agrees, on its own behalf and on behalf of its Affiliates (including the Transferred Entities after the Closing)controlled Affiliates, that, following the Closing, Ropes & D▇▇▇▇▇ LLP and Babst, Calland, ▇▇G▇▇▇▇▇▇ and Zomnir, P.C. PLLC (“Parent Seller Group’s Counsel”) may serve as counsel to the Seller, Parent Group and their respective Affiliates in connection with any matters related to the negotiation and documentation of this Agreement and the Ancillary Documents or the transactions contemplated herebyhereby or thereby, including any litigation, claim or obligation arising out of or relating to this Agreement or the Ancillary AgreementsDocuments, the negotiation, performance or subject matter hereof or thereof, or the Sale, notwithstanding any representation by Parent Seller Group’s Counsel prior to the Closing Date of the Transferred EntitiesDate. Purchaser Buyer hereby agrees, on its own behalf and on behalf of its Affiliates (including the Transferred Entities after the Closing)controlled Affiliates, (ia) to waive any claim they have or may have that Parent Seller Group’s Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation on the basis that Seller Group’s Counsel represented Seller, Parent and their respective Affiliates prior to the Closing and (iib) that, in the event that a dispute arises after the Closing between Purchaser Buyer or any of its Affiliates (including any Transferred Entity)controlled Affiliates, on the one hand, and the Seller, Parent Group or any of their respective Affiliates, on the other hand, Parent Seller Group’s Counsel may represent the Seller, Parent Group and/or any of its their respective Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Purchaser Buyer or any of its controlled Affiliates (including any Transferred Entity) and even though Parent Seller Group’s Counsel may have represented any Transferred Entity Seller in a matter substantially related to such dispute. PurchaserBuyer, on behalf of itself and its controlled Affiliates (including the Transferred Entities after the Closing) also further agree agrees that, as to all communications to or from Parent Seller Group’s Counsel, on the one hand, and any or all of the Transferred EntitiesSeller, the Parent Group or their respective Affiliates and their respective Representatives, on the other hand, that relate in any way occurred prior to this Agreement or any Ancillary Agreement, the negotiation, performance or subject matter hereof or thereof, or Closing and are entitled to the transactions contemplated herebyprotections afforded by attorney-client privilege, the attorney-client privilege and the expectation of client confidence belongs and will belong solely to the Seller, Parent Group or their respective Affiliates and their respective Representatives and will not pass to or be claimed by Purchaser Buyer or its Affiliates (including any Transferred Entity after the Closing)controlled Affiliates. Without limitation None of the foregoing, none of Purchaser Buyer or any of its controlled Affiliates (including any Transferred Entity after the Closing) may access, use or rely upon any communications described in the immediately preceding sentence in any dispute against or involving the Seller, Parent Groupor their respective Affiliates. Notwithstanding the foregoing, in the event that a dispute arises after the Closing between Purchaser or any of its Affiliates (including any Transferred Entity), on the one hand, and a third party other than (and not an Affiliate of) a party to this Agreement, on the other hand, a Transferred Entity may assert the attorney-client privilege to prevent disclosure of confidential communications by Parent Group’s Counsel to such third party; provided, however, that such Transferred Entity may not waive such privilege without the prior written consent of Parent. Purchaser Buyer acknowledges that it has consulted with independent counsel of its own choosing with respect to the meaning and effect of this Section 11.159.14. Parent Seller Group’s Counsel is an express intended third party beneficiary of this Agreement for purposes of this Section 11.159.14, and may enforce the same. This Section 11.15 9.14 will survive the Closing and will remain in effect indefinitely. Notwithstanding anything to the contrary herein, in the event that a dispute arises between Buyer or any of its respective controlled Affiliates or Representatives, on the one hand, and a third party, on the other hand, after the Closing, Buyer and its controlled Affiliates and Representatives may assert such aforementioned attorney-client privilege to prevent disclosure of confidential communications to such third party.

Privilege. Purchaser hereby (a) Each party acknowledges and agrees, on its own behalf and on behalf of its Affiliates (including directors, owners, stockholders, equityholders, officers, employees and Affiliates, that each of the Transferred Entities after Company and LGCS Holdco is a client of King & Spalding LLP, and King & Spalding LLP has not represented Parent in connection with the Closing)preparation, that, following negotiation and execution of this Agreement. After the Closing, Ropes it is possible that King & ▇▇▇▇ Spalding LLP and Babst, Calland, ▇▇▇▇▇▇▇▇ and Zomnir, P.C. will represent the Stockholders or their Affiliates and/or the Stockholders’ Representative (other than the Group Companies) (“Parent Group’s CounselPermissible K&S Clients”) in connection with the Contemplated Transactions and any claims arising out of or relating to this Agreement or the Ancillary Documents. Each party agrees that King & Spalding LLP (or any successor) may represent all or a portion of the Permissible K&S Clients in the future in connection with issues that may arise under this Agreement or any Ancillary Document and any claims arising out of or relating to this Agreement or any Ancillary Document or the transactions contemplated hereby and thereby. King & Spalding LLP (or any successor) may serve as counsel to all or a portion of the Parent Group and their Affiliates Permissible K&S Clients in connection with any matters related to this Agreement or the transactions contemplated hereby, including any litigation, claim or obligation arising out of or relating to this Agreement or the any Ancillary Agreements, the negotiation, performance or subject matter hereof or thereof, Document or the Saletransactions contemplated hereby or thereby. Each Party consents thereto, notwithstanding and waives any representation by Parent Group’s Counsel prior to the Closing Date of the Transferred Entities. Purchaser hereby agrees, on its own behalf and on behalf of its Affiliates (including the Transferred Entities after the Closing), (i) to waive any claim they have or may have that Parent Group’s Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation arising therefrom, and (ii) that, in the event that a dispute arises after the Closing between Purchaser or each Party shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. Each Party acknowledges that the consent and waiver set forth in this Section 10.15 are voluntary and have been carefully considered and that the Parties have consulted with counsel or have been advised that they should do so in connection with this consent and waiver. (including any Transferred Entity)b) The Parties agree that all communications among King & Spalding LLP, on the one hand, and the Parent Group or any of their Affiliates, on the other hand, Parent Group’s Counsel may represent the Parent Group and/or any of its Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Purchaser or any of its Affiliates (including any Transferred Entity) and even though Parent Group’s Counsel may have represented any Transferred Entity in a matter substantially related to such dispute. Purchaser, on behalf of itself and its Affiliates (including the Transferred Entities after the Closing) also further agree that, as to all communications to or from Parent Group’s Counsel, on the one hand, Company and any or all member of the Transferred Entities, Company Group and the Parent Group or their Affiliates and their respective RepresentativesCompany, on the other hand, that relate in any way to this Agreement or any Ancillary Agreement, the Contemplated Transactions (including communications regarding the process conducted by the Company and the Company Group leading up to the Contemplated Transactions) and the negotiation, performance or subject matter hereof or thereof, documentation and consummation thereof shall be deemed to be attorney-client confidences that belong solely to the Company Group and not to Parent or the transactions contemplated herebyCompany. Accordingly, neither Parent nor the Company shall have access to any such communications or to the files of King & Spalding LLP relating to such engagement. Without limiting the generality of the foregoing, upon and after the Closing, (i) the Company Group shall be the sole holder of the attorney-client privilege and privilege, the expectation of client confidence belongs and will belong solely all other rights to any evidentiary privilege with respect to such communications and such engagement, (ii) to the Parent Group and will not pass to extent that files of King & Spalding LLP in respect of such communications or be claimed by Purchaser or its Affiliates (including any Transferred Entity after the Closing). Without limitation engagement constitute property of the foregoingclient, none of Purchaser or any of its Affiliates (including any Transferred Entity after only the Closing) may use or rely upon any communications described in the immediately preceding sentence in any dispute against or involving the Parent Group. Notwithstanding the foregoing, in the event that a dispute arises after the Closing between Purchaser or any of its Affiliates (including any Transferred Entity), on the one hand, and a third party other than Company Group (and not an Affiliate ofParent or the Company) a party shall hold such property rights, and (iii) King & Spalding LLP shall have no duty to this Agreement, on the other hand, a Transferred Entity may assert the reveal or disclose any such attorney-client privilege communications or files to prevent disclosure Parent or the Company by reason of confidential communications by Parent any attorney-client relationship between King & Spalding LLP and Company or otherwise. This Section 10.15(b) is for the benefit of the Company Group’s Counsel to such third party; provided, howeverand the Company Group is the intended beneficiary of this Section 10.15(b). This Section 10.15(b) will be irrevocable, that such Transferred Entity and no term of this Section 10.15(b) may not waive such privilege be amended, waived or modified without the prior written consent of Parent. Purchaser acknowledges that it has consulted with independent counsel of its own choosing with respect to the meaning and effect of this Section 11.15. Parent Group’s Counsel is an express intended third party beneficiary of this Agreement for purposes of this Section 11.15, and may enforce the same. This Section 11.15 will survive the Closing and will remain in effect indefinitelyCompany.

Privilege. The Sellers have advised the Purchaser hereby agrees, on its own behalf and on behalf of its Affiliates (including the Transferred Entities after the Closing), that, following the Closing, Ropes & ▇▇▇▇ LLP and Babst, Calland, ▇that Akin Gump ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP has represented AIV2, AIV1, S/T Group and Zomnir, P.C. (“Parent Group’s Counsel”) may serve as counsel S/T Blocker with respect to the Parent transactions contemplated hereby. In light of the foregoing and subject to the following sentence, the Purchaser and each Acquired Company agree that any attorney-client privilege, attorney work-product protection, and reasonable expectation of client confidence attaching as a result of Akin Gump ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP’s representation of AIV2, AIV1, S/T Group and their Affiliates in connection or S/T Blocker with any matters related respect to this Agreement or the transactions contemplated hereby, including any litigationall information and documents covered by such privilege or protection and all communications between and documents exchanged between AIV2, claim or obligation arising out of or relating to this Agreement or the Ancillary AgreementsAIV1, the negotiationS/T Group, performance or subject matter hereof or thereof, or the Sale, notwithstanding any representation by Parent Group’s Counsel prior to the Closing Date of the Transferred Entities. Purchaser hereby agrees, on its own behalf and on behalf of its Affiliates (including the Transferred Entities after the Closing), (i) to waive any claim they have or may have that Parent Group’s Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) that, in the event that a dispute arises after the Closing between Purchaser or any of its Affiliates (including any Transferred Entity), on the one hand, and the Parent Group S/T Blocker or any of their Affiliatesdirectors, on the other handmanagers, Parent Group’s Counsel may represent the Parent Group and/or any of its Affiliates officers, shareholders or members, in such dispute even though the interests of such Person(s) may be directly adverse each case, related solely to Purchaser or any of its Affiliates (including any Transferred Entity) and even though Parent Group’s Counsel may have represented any Transferred Entity in a matter substantially related to such dispute. Purchaser, on behalf of itself and its Affiliates (including the Transferred Entities after the Closing) also further agree that, as to all communications to or from Parent Group’s Counsel, on the one hand, and any or all of the Transferred Entities, the Parent Group or their Affiliates and their respective Representatives, on the other hand, that relate in any way to this Agreement or any Ancillary Agreement, the negotiation, performance or subject matter hereof or thereof, or the transactions contemplated herebyhereby shall belong to and be controlled by AIV2 and AIV1 and may be waived only by AIV2 and AIV1, the attorney-client privilege as applicable, and the expectation of client confidence belongs not S/T Group or S/T Blocker, and will belong solely to the Parent Group and will shall not pass to or be claimed or used by Purchaser the Purchaser, S/T Group, S/T Blocker or its any of their respective Affiliates (including any Transferred Entity after the Closing). Without limitation of the foregoing, none of Purchaser or any of its Affiliates (including any Transferred Entity after the Closing) may use or rely upon any communications described in the immediately preceding sentence in any dispute against or involving the Parent Group. Notwithstanding the foregoing, in the event that a dispute arises such attorney-client privilege, attorney work-product protection and client confidence shall also belong to and also be controlled by S/T Group and S/T Blocker (and not heretofore waived by S/T Group or S/T Blocker) and shall be deemed passed to and claimed by S/T Group and S/T Blocker, as applicable, after the Closing between Purchaser or to the extent any of its Affiliates (including any Transferred Entity), on the one hand, and a third party other than (and not an Affiliate of) a party to this Agreement, on the other hand, a Transferred Entity may assert the such attorney-client privilege privilege, attorney work-product protection or client confidence is required to prevent disclosure be waived or otherwise required to be similarly released by any Governmental Authority, under applicable Laws or pursuant to any orders, decrees, writs, injunctions, judgments, stipulations, determinations or awards entered by or with any Governmental Authority or any arbitration panel, tribunal or arbitrator, and, in any such case, neither S/T Group, nor S/T Blocker, nor any of confidential communications by Parent Group’s Counsel to such third party; provided, however, that such Transferred Entity may not waive such privilege without the prior written consent their Affiliates shall be in breach or violation of Parent. Purchaser acknowledges that it has consulted with independent counsel of its own choosing with respect to the meaning and effect of this Section 11.15. Parent Group’s Counsel is an express intended third party beneficiary any provision of this Agreement or any Related Documents for purposes of this Section 11.15providing any information, documents, communications or client confidences to any Governmental Authority in response to, and may enforce subject to the same. This Section 11.15 will survive requirement limitation in, the Closing and will remain in effect indefinitelyforegoing.

Privilege. Purchaser Following consummation of the transactions contemplated hereby, K&E may serve as counsel to each and any of the Representative, the Unitholders, the Optionholders and their respective Non-Recourse Parties, in connection with any matter arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such representation or any continued representation of any other Person (including the Representative, the AEI Consultants and their respective Affiliates), and each of the parties hereto (on behalf of itself and each of its Non-Recourse Parties) consents thereto and waives any conflict of interest arising therefrom including, for the avoidance of doubt, the resolution and finalization of the Closing Cash Proceeds pursuant to Section 3.03; provided that, such representation, consent and waiver shall not include any representation by K&E in respect of any litigation or dispute proceeding arising out of or relating to this Agreement or the transactions contemplated by this Agreement without the prior written consent of Parent. The Company and its Subsidiaries further acknowledge that Parent is also a client of K&E, but not with respect to this Agreement or the transactions contemplated hereby. Parent and the Company hereby agreesacknowledge that K&E’s concurrent representation of each of Parent (in other matters) and the Company (in connection with this Agreement and the transactions contemplated hereby) is with the understanding that such representation will not preclude K&E from continuing its current and ongoing representations of either clients or assuming any future representation in other matters that Parent or the Company, as applicable, may request; provided that, such future representation shall not include any representation by K&E in respect of any litigation or dispute proceeding adverse to Parent or any of its Affiliates without the prior written consent of Parent. Any attorney-client privilege, work product protection or expectation of confidentiality arising out of or as a result of K&E’s representing the Company or any of its Subsidiaries in any matter relating in any way to the Representative, the AEI Consultants and their respective Affiliates to the extent related to the transactions contemplated by this Agreement (collectively, the “Privileges”) shall survive the Closing and shall remain in full force and effect; provided, that notwithstanding anything to the contrary in this Agreement or any Company Document, the Privileges and all information, data, documents or communications, in any format and by whomever possessed, covered by or subject to any of the Privileges (collectively, “Privileged Materials”) shall, from and after the Closing, automatically be assigned and exclusively belong to, and be controlled by, the Representative. For the avoidance of doubt, as to any Privileged Materials, Parent, Merger Sub and the Company (including, after the Closing, the Surviving Company), together with any of their respective Affiliates, successors or assigns, agree that no such party may use or rely on any of the Privileged Materials in any action or claim against or involving any of the parties hereto or any of their respective Non-Recourse Parties after the Closing, and the Representative, the AEI Consultants and their respective Affiliates shall have the right to assert any of the Privileges against the Company (including, after the Closing, the Surviving Company) and its Subsidiaries. Notwithstanding anything in this Section 13.14 to the contrary, in the event that a dispute arises between Parent or any Affiliate of Parent (including the Company or any of its Subsidiaries), or any of their respective successors-in-interest, on the one hand, and any third party other than the Representative, the Unitholder, the Optionholders and their respective Non-Recourse Parties, on the other hand, Parent or such Affiliate may assert the attorney-client privilege to prevent the disclosure of the Privileged Materials to any such third party. The Company (including, after the Closing, the Surviving Company) further agrees that, on its own behalf and on behalf of its Affiliates (including Subsidiaries, K&E’s retention by the Transferred Entities after the Closing), that, following the Closing, Ropes & ▇▇▇▇ LLP and Babst, Calland, ▇▇▇▇▇▇▇▇ and Zomnir, P.C. (“Parent Group’s Counsel”) may serve as counsel to the Parent Group and their Affiliates in connection with any matters related to this Agreement or the transactions contemplated hereby, including any litigation, claim or obligation arising out of or relating to this Agreement or the Ancillary Agreements, the negotiation, performance or subject matter hereof or thereof, or the Sale, notwithstanding any representation by Parent Group’s Counsel prior to the Closing Date of the Transferred Entities. Purchaser hereby agrees, on its own behalf and on behalf of its Affiliates (including the Transferred Entities after the Closing), (i) to waive any claim they have or may have that Parent Group’s Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) that, in the event that a dispute arises after the Closing between Purchaser Surviving Company or any of its Affiliates Subsidiaries shall be deemed completed and terminated without any further action by any Person effective as of the Closing. The Surviving Company shall cause each of its future direct and indirect Subsidiaries and its and their successors and assigns that are not signatories to this Agreement to fulfill and comply with the terms of this Section 13.14 and take any and all other steps necessary to effect the agreements in this Section 13.14. In the event Parent or the Surviving Company is legally required or requested by any Governmental Body to access or obtain a copy of all or a portion of the Privileged Materials, Parent or the Surviving Company, as applicable, shall be entitled to access or obtain a copy of and disclose the Privileged Materials to the extent necessary to comply with any such legal requirement or request; provided that Parent shall promptly notify the Representative in writing (including prior to the disclosure by Parent or the Surviving Company, as applicable, of any Transferred Entity), on Privileged Materials to the one hand, extent reasonably practicable) so that the Representative can seek a protective order and the Parent Group or any of their Affiliates, on agrees to use commercially reasonable efforts (at the other hand, Parent Group’s Counsel may represent the Parent Group and/or any of its Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Purchaser or any of its Affiliates (including any Transferred Entity) sole cost and even though Parent Group’s Counsel may have represented any Transferred Entity in a matter substantially related to such dispute. Purchaser, on behalf of itself and its Affiliates (including the Transferred Entities after the Closing) also further agree that, as to all communications to or from Parent Group’s Counsel, on the one hand, and any or all expense of the Transferred Entities, the Parent Group or their Affiliates and their respective Representatives, on the other hand, that relate in any way Representative) to this Agreement or any Ancillary Agreement, the negotiation, performance or subject matter hereof or thereof, or the transactions contemplated hereby, the attorney-client privilege and the expectation of client confidence belongs and will belong solely to the Parent Group and will not pass to or be claimed by Purchaser or its Affiliates (including any Transferred Entity after the Closing). Without limitation of the foregoing, none of Purchaser or any of its Affiliates (including any Transferred Entity after the Closing) may use or rely upon any communications described in the immediately preceding sentence in any dispute against or involving the Parent Group. Notwithstanding the foregoing, in the event that a dispute arises after the Closing between Purchaser or any of its Affiliates (including any Transferred Entity), on the one hand, and a third party other than (and not an Affiliate of) a party to this Agreement, on the other hand, a Transferred Entity may assert the attorney-client privilege to prevent disclosure of confidential communications by Parent Group’s Counsel to such third party; provided, however, that such Transferred Entity may not waive such privilege without the prior written consent of Parent. Purchaser acknowledges that it has consulted with independent counsel of its own choosing with respect to the meaning and effect of this Section 11.15. Parent Group’s Counsel is an express intended third party beneficiary of this Agreement for purposes of this Section 11.15, and may enforce the same. This Section 11.15 will survive the Closing and will remain in effect indefinitelyassist therewith.

Privilege. Purchaser hereby agrees, on its own behalf and on behalf of its Affiliates (including the Transferred Entities after the Closing), that, following the Closing, Ropes & ▇▇▇▇ LLP and Babst, Calland, ▇▇▇▇▇▇▇▇ and Zomnir, P.C. & ▇▇▇▇▇▇ L.L.P. (“Parent Seller Group’s Counsel”) may serve as counsel to the Parent Seller Group and their Affiliates in connection with any matters related to this Agreement or the transactions contemplated hereby, including any litigation, claim or obligation arising out of or relating to this Agreement or the Ancillary Agreements, the negotiation, performance or subject matter hereof or thereof, or the Sale, notwithstanding any representation by Parent Seller Group’s Counsel prior to the Closing Date of the Transferred Entities. Purchaser hereby agrees, on its own behalf and on behalf of its Affiliates (including the Transferred Entities after the Closing), (ia) to waive any claim they have or may have that Parent Seller Group’s Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (iib) that, in the event that a dispute arises after the Closing between Purchaser or any of its Affiliates (including any Transferred Entity), on the one hand, and the Parent Seller Group or any of their Affiliates, on the other hand, Parent Seller Group’s Counsel may represent the Parent Seller Group and/or any of its Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Purchaser or any of its Affiliates (including any Transferred Entity) and even though Parent Seller Group’s Counsel may have represented any Transferred Entity in a matter substantially related to such dispute. Purchaser, on behalf of itself and its Affiliates (including the Transferred Entities after the Closing) also further agree that, as to all communications to or from Parent Seller Group’s Counsel, on the one hand, and any or all of the Transferred Entities, the Parent Seller Group or their Affiliates and their respective Representatives, on the other hand, that relate in any way are entitled to the attorney-client privilege and to the extent relating to this Agreement or any Ancillary Agreement, the negotiation, performance or subject matter hereof or thereof, or the transactions contemplated hereby, the attorney-client privilege and the expectation of client confidence belongs and will belong solely to the Parent Seller Group and will not pass to or be claimed by Purchaser or its Affiliates (including any Transferred Entity after the Closing). Without limitation of the foregoing, none of Purchaser or any of its Affiliates (including any Transferred Entity after the Closing) may access, use or rely upon any communications described in the immediately preceding sentence in any dispute against or involving the Parent Seller Group, on the one hand, and Purchaser or its Affiliates (including the Transferred Entities following the Closing) on the other hand. Notwithstanding the foregoing, in the event that a dispute arises after the Closing between Purchaser or any of its Affiliates (including any Transferred Entity), on the one hand, and a third party other than (and not an Affiliate of) a party to this Agreement, on the other hand, a Transferred Entity may assert the attorney-client privilege to prevent disclosure of confidential communications by Parent 99 Seller Group’s Counsel to such third party; provided, however, that such Transferred Entity may not waive such privilege without the prior written consent of ParentSeller (which consent shall not be unreasonably withheld, conditioned or delayed). Purchaser acknowledges that it has consulted with independent counsel of its own choosing with respect to the meaning and effect of this Section 11.1512.12. Parent Seller Group’s Counsel is an express intended third party beneficiary of this Agreement for purposes of this Section 11.1512.12, and may enforce the same. This Section 11.15 12.12 will survive the Closing and will remain in effect indefinitely.

Privilege. Purchaser hereby agrees, on its own behalf and on behalf of its Affiliates (including the Transferred Entities after the Closing), that, following the Closing, Ropes & ▇▇▇▇ Gray LLP and Babst, Calland, ▇▇▇▇▇▇▇▇ and Zomnir, P.C. (“Parent Group’s Counsel”) may Counsel”)may serve as counsel to the Parent Group and their Affiliates in connection with any matters related to this Agreement or the transactions contemplated hereby, including any litigation, claim or obligation arising out of or relating to this Agreement or the Ancillary AgreementsTransition Services Agreement, the negotiation, performance or subject matter hereof or thereof, or the Sale, notwithstanding any representation by Parent Group’s Counsel prior to the Closing Date of the Transferred Entities. Purchaser hereby agrees, on its own behalf and on behalf of its Affiliates (including the Transferred Entities after the Closing), (i) to waive any claim they have or may have that Parent Group’s Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) that, in the event that a dispute arises after the Closing between Purchaser or any of its Affiliates (including any Transferred Entity), on the one hand, and the Parent Group or any of their Affiliates, on the other hand, Parent Group’s Counsel may represent the Parent Group and/or any of its Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Purchaser or any of its Affiliates (including any Transferred Entity) and even though Parent Group’s Counsel may have represented any Transferred Entity in a matter substantially related to such dispute. Purchaser, on behalf of itself and its Affiliates (including the Transferred Entities after the Closing) also further agree agrees that, as to all communications to or from Parent Group’s Counsel, on the one hand, and any or all of the Transferred Entities, the Parent Group or their Affiliates and their respective Representatives, on the other hand, that relate in any way to this Agreement or any Ancillary the Transition Services Agreement, the negotiation, performance or subject matter hereof or thereof, or the transactions contemplated hereby, the attorney-client privilege and the expectation of client confidence belongs and will belong solely to the Parent Group and will not pass to or be claimed by Purchaser or its Affiliates (including any Transferred Entity after the Closing). Without limitation of the foregoing, none of Purchaser or any of its Affiliates (including any Transferred Entity after the Closing) may use or rely upon any communications described in the immediately preceding sentence in any dispute against or involving the Parent Group. Notwithstanding the foregoing, in the event that a dispute arises after the Closing between Purchaser or any of its Affiliates (including any Transferred Entity), on the one hand, and a third party other than (and not an Affiliate of) a party to this Agreement, on the other hand, a Transferred Entity may assert the attorney-client privilege to prevent disclosure of confidential communications by Parent Group’s Counsel to such third party; provided, however, that such Transferred Entity may not waive such privilege without the prior written consent of Parent. Purchaser acknowledges that it has consulted with independent counsel of its own choosing with respect to the meaning and effect of this Section 11.1511.14. Parent Group’s Counsel is an express intended third party beneficiary of this Agreement for purposes of this Section 11.1511.14, and may enforce the same. This Section 11.15 11.14 will survive the Closing and will remain in effect indefinitely.

Privilege. Purchaser hereby agrees, on its own behalf and on behalf of its Affiliates (including the Transferred Entities after the Closing), that, following the Closing, Ropes & ▇▇▇▇ LLP and Babst, Calland, ▇▇▇▇▇▇▇▇ and Zomnir, P.C. & ▇▇▇▇▇▇ L.L.P. (“Parent Seller Group’s Counsel”) may serve as counsel to the Parent Seller Group and their Affiliates in connection with any matters related to this Agreement or the transactions contemplated hereby, including any litigation, claim or obligation arising out of or relating to this Agreement or the Ancillary Agreements, the negotiation, performance or subject matter hereof or thereof, or the Sale, notwithstanding any representation by Parent Seller Group’s Counsel prior to the Closing Date of the Transferred Entities. Purchaser hereby agrees, on its own behalf and on behalf of its Affiliates (including the Transferred Entities after the Closing), (ia) to waive any claim they have or may have that Parent Seller Group’s Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (iib) that, in the event that a dispute arises after the Closing between Purchaser or any of its Affiliates (including any Transferred Entity), on the one hand, and the Parent Seller Group or any of their Affiliates, on the other hand, Parent Seller Group’s Counsel may represent the Parent Seller Group and/or any of its Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Purchaser or any of its Affiliates (including any Transferred Entity) and even though Parent Seller Group’s Counsel may have represented any Transferred Entity in a matter substantially related to such dispute. Purchaser, on behalf of itself and its Affiliates (including the Transferred Entities after the Closing) also further agree that, as to all communications to or from Parent Seller Group’s Counsel, on the one hand, and any or all of the Transferred Entities, the Parent Seller Group or their Affiliates and their respective Representatives, on the other hand, that relate in any way are entitled to the attorney-client privilege and to the extent relating to this Agreement or any Ancillary Agreement, the negotiation, performance or subject matter hereof or thereof, or the transactions contemplated hereby, the attorney-client privilege and the expectation of client confidence belongs and will belong solely to the Parent Seller Group and will not pass to or be claimed by Purchaser or its Affiliates (including any Transferred Entity after the Closing). Without limitation of the foregoing, none of Purchaser or any of its Affiliates (including any Transferred Entity after the Closing) may access, use or rely upon any communications described in the immediately preceding sentence in any dispute against or involving the Parent Seller Group, on the one hand, and Purchaser or its Affiliates (including the Transferred Entities following the Closing) on the other hand. Notwithstanding the foregoing, in the event that a dispute arises after the Closing between Purchaser or any of its Affiliates (including any Transferred Entity), on the one hand, and a third party other than (and not an Affiliate of) a party to this Agreement, on the other hand, a Transferred Entity may assert the attorney-client privilege to prevent disclosure of confidential communications by Parent Seller Group’s Counsel to such third party; provided, however, that such Transferred Entity may not waive such privilege without the prior written consent of ParentSeller (which consent shall not be unreasonably withheld, conditioned or delayed). Purchaser acknowledges that it has consulted with independent counsel of its own choosing with respect to the meaning and effect of this Section 11.1512.12. Parent Seller Group’s Counsel is an express intended third party beneficiary of this Agreement for purposes of this Section 11.1512.12, and may enforce the same. This Section 11.15 12.12 will survive the Closing and will remain in effect indefinitely.