Common use of Counsel to the Company Clause in Contracts

Counsel to the Company. Counsel to the Company may also be counsel to any Manager or any Affiliate of a Manager. The Manager may execute on behalf of the Company and the Members any consent to the representation of the Company that counsel may request pursuant to the California Rules of Professional Conduct or similar rules in any other jurisdiction ("Rules"). The Company has initially selected Buchalter, Nemer, Fields & Younger ("Company Counsel") as legal counsel to the Company. Each Member acknowledges that Company Counsel does not represent any Nonmanager Member in the absence of a clear and explicit written agreement to such effect between the Nonmanager Member and Company Counsel, and that in the absence of any such agreement Company Counsel shall owe no duties directly to a Nonmanager Member. Notwithstanding any adversity that may develop, in the event any dispute or controversy arises between any Members and the Company, or between any Members or the Company, on the one hand, and a Manager (or Affiliate of a Manager) that Company Counsel represents, on the other hand, then each Member agrees that Company Counsel may represent either the Company or such Manager (or his or her Affiliate), or both, in any such dispute or controversy to the extent permitted by the Rules, and each Member hereby consents to such representation. Each Member further acknowledges that: (a) Company Counsel has represented the interests of Sutro and its Affiliates in connection with the formation of the Company and the preparation and negotiation of this Agreement, (b) while communications with Company Counsel concerning the formation of the Company, its Members and Managers may be confidential with respect to third parties, no Member has any expectation that such communications are confidential with respect to Sutro, and (c) Company Counsel has heretofore represented and will continue to represent Affiliates of Sutro in connection with other matters, including their investment activities, which may be competitive with those of the Company.

Counsel to the Company. Counsel to the Company may also be counsel to any the Manager or any Affiliate of a the Manager. The Manager may execute on behalf of the Company and the Members any consent to the representation of the Company that counsel may request pursuant to the California Rules of Professional Conduct or similar rules in any other jurisdiction ("Rules"). The Company has initially selected BuchalterCohex, Nemer, Fields Xxkoxx & Younger Xinnxxx XXX ("Company Counsel") as legal counsel to the Company. Each Member acknowledges that Company Counsel does not represent any Nonmanager Member in the absence of a clear and explicit written agreement to such effect between the Nonmanager Member and Company Counsel, and that in the absence of any such agreement Company Counsel shall owe no duties directly to a Nonmanager Member. Notwithstanding any adversity that may develop, in the event any dispute or controversy arises between any Members and the Company, or between any Members or the Company, on the one hand, and a Manager (or Affiliate of a Manager) that Company Counsel represents, on the other hand, then each Member agrees that Company Counsel may represent either the Company or such Manager (or his or her Affiliate), or both, in any such dispute or controversy to the extent permitted by the Rules, and each Member hereby consents to such representation. Each Member further acknowledges that: (a) Company Counsel has represented the interests of Sutro and the Manager and/or its Affiliates in connection with the formation of the Company and the preparation and negotiation of this Agreement, Agreement and (b) while communications with Company Counsel concerning the formation of the Company, its Members and Managers Manager may be confidential with respect to third parties, no Member has any expectation that such communications are confidential with respect to Sutro, and (c) Company Counsel has heretofore represented and will continue to represent Affiliates the Manager or any of Sutro in connection with other matters, including their investment activities, which may be competitive with those of the Companyits Affiliates.

Counsel to the Company. Counsel to the Company may also be counsel to any the Manager or any Affiliate of a the Manager. The Manager may execute on behalf of the Company and the Members any consent to the representation of the Company that counsel may request pursuant to the California Rules of Professional Conduct or similar rules in any other jurisdiction ("Rules"). The Company has initially selected Buchalter, Nemer, Fields & Younger Younger, a Professional Corporation ("Company Counsel") as legal counsel to the Company. Each Member acknowledges that Company Counsel does not represent any Nonmanager Member in the absence of a clear and explicit written agreement to such effect between the Nonmanager Member and Company Counsel, and that in the absence of any such agreement Company Counsel shall owe no duties directly to a Nonmanager Member. Notwithstanding any adversity that may develop, in the event any dispute or controversy arises between any Members and the Company, or between any Members or the Company, on the one hand, and a Manager (or Affiliate of a Manager) that Company Counsel represents, on the other hand, then each Member agrees that Company Counsel may represent either the Company or such Manager (or his or her Affiliate), or both, in any such dispute or controversy to the extent permitted by the Rules, and each Member hereby consents to such representation. Each Member further acknowledges that: (a) Company Counsel has represented the interests of Sutro and the Manager and/or its Affiliates in connection with the formation of the Company and the preparation and negotiation of this Agreement, Agreement and (b) while communications with Company Counsel concerning the formation of the Company, its Members and Managers Manager may be confidential with respect to third parties, no Member has any expectation that such communications are confidential with respect to Sutro, and (c) Company Counsel has heretofore represented and will continue to represent Affiliates the Manager or any of Sutro in connection with other matters, including their investment activities, which may be competitive with those of the Companyits Affiliates.

Counsel to the Company. Counsel to the Company may also be counsel to any Manager or any Affiliate of a Manager. The Manager Managers may execute on behalf of the Company and the Members any consent to the representation of the Company that counsel may request pursuant to the California Rules of Professional Conduct or similar rules in any other jurisdiction ("“Rules"”). The Company has initially selected BuchalterLxxx, NemerForward, Fields Hxxxxxxx & Younger Scripps LLP ("“Company Counsel"”) as legal counsel to the Company. Each Member acknowledges that Company Counsel does not represent any Nonmanager Member in the absence of a clear and explicit written agreement to such effect between the Nonmanager Member and Company Counsel, and that in the absence of any such agreement Company Counsel shall owe no duties directly to a Nonmanager Member. Notwithstanding any adversity that may develop, in the event any dispute or controversy arises between any Members and the Company, or between any Members or the Company, on the one hand, and a Manager (or Affiliate of a Manager) that Company Counsel represents, on the other hand, then each Member agrees that Company Counsel may represent either the Company or such Manager (or his or her Affiliate), or both, in any such dispute or controversy to the extent permitted by the Rules, and each Member hereby consents to such representation. Each Member further acknowledges that: (a) Company Counsel has represented the interests of Sutro and its Affiliates Akorn in connection with the formation of the Company and the preparation and negotiation of this Agreement, Agreement and (b) while communications with Company Counsel concerning the formation of the Company, its Members and Managers may be confidential with respect to third parties, no Member has any expectation that such communications are confidential with respect to Sutro, and (c) Company Counsel has heretofore represented and will continue to represent Affiliates of Sutro in connection with other matters, including their investment activities, which may be competitive with those of the CompanyAkorn.