Common use of Waiver of Conflicts Regarding Representation Clause in Contracts

Waiver of Conflicts Regarding Representation. Recognizing that ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇ ▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ Shire & Meiselas, P.C. and ▇▇▇▇▇▇▇ & ▇▇▇▇▇, LLP (“Members’ Counsel”) have acted as legal counsel to the Members, the Management Sellers, the Acquired Entities and their respective Subsidiaries prior to the Closing, and that Members’ Counsel may act as legal counsel to the Members, the Management Sellers and/or their Affiliates after the Closing, (i) each of Parent and each Acquired Entity hereby waives, on its own behalf and agrees to cause its respective Affiliates to waive, any conflicts that may arise in connection with any of Members’ Counsel representing the Members, the Management Sellers and/or their Affiliates after the Closing relating to Members’ Counsel’s representation prior to the Closing, and (ii) each of Parent, each Acquired Entity and each of their respective Subsidiaries hereby agrees that, in the event that a dispute arises between or among any of Parent or any of their respective Affiliates (including, after the Closing, each Acquired Entity and each of their respective Subsidiaries), on the one hand, and any Member, Management Seller and/or their Affiliates (including, prior to the Closing, each Acquired Entity and each of their respective Subsidiaries), on the other hand, each of the parties hereto agree that any of Members’ Counsel may, to the extent permitted by applicable ethics rules, represent any Member, Management Seller and/or their Affiliates in such dispute even though the interests of such Member, Management Seller and/or such Affiliate may be directly adverse to Parent, an Acquired Entity or any of their respective Affiliates at that time (including, after the Closing, each Acquired Entity and each of their respective Subsidiaries), and even though Members’ Counsel may have represented the Acquired Entities and their respective Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Members, Management Sellers and/or their Affiliates, Parent and each Acquired Entity hereby waive, on behalf of themselves and each of their respective Affiliates, any conflict of interest in connection with such representation by any of Members’ Counsel relating to Members’ Counsel’s representation prior to the Closing. Parent further agrees that, as to all communications among any of Members’ Counsel, the Acquired Entities and their respective Subsidiaries that directly and specifically relate to the transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege, belong solely to the Member Representative in any dispute with Parent or its Affiliates (including, after the Closing, each Acquired Entity and each of their respective Subsidiaries) and shall be solely controlled by the Member Representative in any dispute with Parent or its Affiliates (including, after the Closing, each Acquired Entity and each of their respective Subsidiaries). Notwithstanding the foregoing, if a dispute arises after the Closing between Parent or any Acquired Entity, on the one hand, and a third party other than (and unaffiliated with) the Members, Management Sellers and their Affiliates, on the other hand, then Parent or Affiliate (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by a Members’ Counsel, and, in relation to such dispute, no Member, Management Seller, or Affiliate of either shall be permitted to waive its attorney-client privilege with respect to such confidential communications without Parent’s prior written consent. The parties hereto agree to take, and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 14.13. Parent acknowledges, on behalf of itself and its Affiliates (including, after the Closing, each Acquired Entity and each of their respective Subsidiaries), that each has had the opportunity to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of this Agreement, including the opportunity to consult with counsel other than a Members’ Counsel. This Section 14.13 is for the benefit of the Members, Management Sellers and their Affiliates, and Members’ Counsel (including their partners and employees), each of which are intended third-party beneficiaries of this Section 14.13.

Waiver of Conflicts Regarding Representation. (a) Recognizing that ▇▇▇▇, Weiss▇▇▇▇▇, Rifkind▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Chiomenti Studio Legale, Cuatrecasas ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & , S.L.P., ▇▇▇▇ ▇▇▇▇▇▇▇▇ Nouel LLP, Gleiss ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ PartmbB Rechtsanwaelte Steuerberater, ▇▇▇▇▇▇ N.V., ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLPLtd, Dentons LLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ Shire & MeiselasKinstellar (collectively, P.C. and ▇▇▇▇▇▇▇ & ▇▇▇▇▇, LLP (the “Members’ CounselDeal Advisors”) have acted as legal counsel to the MembersSeller, the Management Sellers, the Acquired Entities its Affiliates and their respective Subsidiaries Representatives (collectively, the “Seller Parties”), and may be deemed to have acted as legal counsel to the Company Group prior to the Closing, and that Members’ Counsel may the Deal Advisors intend to act as legal counsel to the Members, the Management Sellers and/or their Affiliates Seller Parties after the Closing, (i) each of Parent the Buyer and each Acquired Entity after the Closing, the Company hereby waives, on its own behalf and agrees to cause its respective Affiliates to waive, any conflicts that may arise in connection with any of Members’ Counsel the Deal Advisors representing the Members, the Management Sellers and/or their Affiliates Seller Parties after the Closing relating to Members’ Counsel’s representation prior to the Closing, and (ii) each of Parent, each Acquired Entity and each of their respective Subsidiaries hereby agrees that, in the event that a dispute arises between or among any of Parent the Buyer or any of their respective its Affiliates (including, after the Closing, each Acquired Entity and each of their respective Subsidiaries), on the one hand, Company Group) and any Member, Management Seller and/or their Affiliates Parties (including, prior to the Closing, each Acquired Entity the Company Group), the Buyer, the Company and each of their respective Subsidiaries), on the other hand, each of the parties hereto Parties hereby agree that any of Members’ Counsel may, to the extent permitted by applicable ethics rules, Deal Advisors may represent any Member, Management Seller and/or their Affiliates Parties in such dispute even though the interests of such Member, Management Seller and/or such Affiliate Parties may be directly adverse to Parent, an Acquired Entity the Buyer or any of their respective its Affiliates at that time (including, after the Closing, each Acquired Entity and each of their respective Subsidiariesthe Company Group), and even though Members’ Counsel the Deal Advisors may have represented the Acquired Entities and their respective Subsidiaries Company Group in a matter substantially related to such dispute, or may be handling ongoing matters for Seller Parties, the MembersBuyer and, Management Sellers and/or their Affiliatesafter the Closing, Parent and each Acquired Entity hereby the Company, waive, on behalf of themselves and each of their respective Affiliates, any conflict of interest in connection with such representation by any of Members’ Counsel relating to Members’ Counsel’s representation prior to the Deal Advisors. (b) The Buyer and, after the Closing. Parent , the Company, further agrees agree that, as to all privileged communications occurring prior to the Closing among the Deal Advisors and the Company Group, and all pre-Closing attorney work product that relates in any of Members’ Counsel, the Acquired Entities and their respective Subsidiaries that directly and specifically relate way to the transactions contemplated by this Agreement, and all rights therein, including the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege, privilege belong solely to the Member Representative in any dispute with Parent Seller Parties and shall solely be controlled by Seller Parties and shall not pass to or its Affiliates (includingbe claimed by the Buyer, or, after the Closing, each Acquired Entity and each any member of their respective Subsidiaries) and shall be solely controlled by the Member Representative in Company Group, it being the intention of the Parties that all rights of any dispute with Parent Person under or its Affiliates (including, after the Closing, each Acquired Entity and each of their respective Subsidiaries). Notwithstanding the foregoing, if a dispute arises after the Closing between Parent or any Acquired Entity, on the one hand, and a third party other than (and unaffiliated with) the Members, Management Sellers and their Affiliates, on the other hand, then Parent or Affiliate (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by a Members’ Counsel, and, in relation to such dispute, no Member, Management Seller, or Affiliate of either shall be permitted to waive its attorney-client privilege with respect to such confidential attorney-client privilege, work product protection or other similar privilege or protection with respect to such privileged communications without Parent’s prior written consent. and pre-Closing work product, including the right to waive, assert and otherwise control such attorney-client privilege, work product protection or other similar privilege or protection, shall be (and are hereby) transferred to or retained by (as applicable), and vested solely in, such Seller Parties. (c) The parties hereto Parties agree to take, and to cause their respective Affiliates to take, all steps reasonably necessary to implement the intent of this Section 14.13. Parent acknowledges, on behalf of itself and its Affiliates (including, after the Closing, each Acquired Entity and each of their respective Subsidiaries), that each has had the opportunity to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of this Agreement, including the opportunity to consult with counsel other than a Members’ Counsel. This Section 14.13 is for the benefit of the Members, Management Sellers and their Affiliates, and Members’ Counsel (including their partners and employees), each of which are intended third-party beneficiaries of this Section 14.137.

Waiver of Conflicts Regarding Representation. Recognizing that ▇▇▇▇Each party to this Agreement hereby agrees (all such parties, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇ ▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ Shire & Meiselas, P.C. and ▇▇▇▇▇▇▇ & ▇▇▇▇▇, LLP (the “Members’ CounselWaiving Parties”) have acted as legal counsel to that K&E (or any successor thereto) may represent the MembersStockholder or any direct or indirect director, manager, member, partner, officer, employee, equityholder or Affiliate thereof (the Management Sellers“Stockholder Group”), the Acquired Entities and their respective Subsidiaries prior to the Closing, and that Members’ Counsel may act as legal counsel to the Members, the Management Sellers and/or their Affiliates after the Closing, (i) each of Parent and each Acquired Entity hereby waives, on its own behalf and agrees to cause its respective Affiliates to waive, any conflicts that may arise in connection with any dispute, litigation, claim, proceeding or obligation arising out of Members’ Counsel representing the Members, the Management Sellers and/or their Affiliates after the Closing or relating to Members’ Counsel’s this Agreement, any agreement entered into in connection herewith or the transactions contemplated hereby notwithstanding its representation prior to the Closing, and (ii) each of Parent, each Acquired Entity and each of their respective Subsidiaries hereby agrees that, in the event that a dispute arises between or among any of Parent or any of their respective Affiliates (including, after the Closing, each Acquired Entity and each of their respective Subsidiaries), on the one hand, and any Member, Management Seller and/or their Affiliates (including, prior to the Closing, each Acquired Entity and each of their respective Subsidiaries), on the other hand, each continued representation) of the parties hereto agree that any of Members’ Counsel may, to the extent permitted by applicable ethics rules, represent any Member, Management Seller and/or their Affiliates in such dispute even though the interests of such Member, Management Seller and/or such Affiliate may be directly adverse to Parent, an Acquired Entity or any of their respective Affiliates at that time (including, after the Closing, each Acquired Entity Company and each of their respective Subsidiaries), and even though Members’ Counsel may have represented the Acquired Entities and their respective its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Members, Management Sellers and/or their Affiliates, Parent and each Acquired Entity hereby waive, on behalf of themselves and each of their respective Affiliates, any conflict of interest in connection with such representation by any of Members’ Counsel relating to Members’ Counsel’s representation prior to the Closing. Parent further agrees that, as to all communications among any of Members’ Counsel, the Acquired Entities and their respective Subsidiaries that directly and specifically relate to the transactions contemplated by this Agreement, and Parent and each of the Company and its Subsidiaries on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. Parent and each of the Company and its Subsidiaries acknowledge that the foregoing provision applies whether or not K&E provides legal services to any member of the Stockholder Group, the Company or any of its Subsidiaries, or each of their respective Affiliates after the Closing Date. Parent and each of the Company and its Subsidiaries, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications among K&E, the Company and its Subsidiaries, each member of the Stockholder Group and/or any director, officer, manager, member, equityholder, employee or Representative of any of the foregoing made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or proceeding arising out of or relating to, this Agreement, any agreement entered into in connection herewith, the transactions contemplated hereby or any matter relating to any of the foregoing (collectively, the “Privileged Communications”), are privileged communications and the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege, privilege belong solely to each member of the Member Representative in any dispute with Stockholder Group and may be exclusively controlled by each member of the Stockholder Group and shall not pass to or be claimed by Parent or the Company or any of its Affiliates (includingSubsidiaries, and from and after the Closing, none of Parent, the Company or any of its Subsidiaries, nor any Person purporting to act on behalf of or through Parent, the Company or any of its Subsidiaries or any of the Waiving Parties, will seek to obtain the same by any process. Such Privileged Communications are the property of each Acquired Entity member of the Stockholder Group and, from and each of their respective Subsidiaries) and shall be solely controlled by the Member Representative in any dispute with Parent or its Affiliates (including, after the Closing, each Acquired Entity Parent and each of the Company and its Subsidiaries, on behalf of itself and the Waiving Parties, irrevocably waives and will not assert any attorney-client privilege or other rights to any evidentiary privilege with respect to any such Privileged Communication occurring prior to the Closing in any Action against or involving any member of the Stockholder Group or their respective Subsidiaries)Affiliates after the Closing. For the avoidance of doubt, the Privileged Communications may be used by a member of the Stockholder Group or any of their respective Affiliates in connection with any dispute that relates to the transactions contemplated by or in connection with this Agreement. Notwithstanding the foregoing, if a dispute arises after the Closing between Parent or the Company and any Acquired Entityof its Subsidiaries, on the one hand, and a third party other than (and unaffiliated with) the Members, Management Sellers and Stockholder or their respective Affiliates, on the other hand, then Parent or Affiliate (to and the extent applicable) Company and its Subsidiaries may assert the attorney-client privilege to prevent disclosure of Privileged Communications to such third party party; provided, however, that neither Parent nor its Subsidiaries (including, following the Closing, the Company and any of confidential communications by a Members’ Counsel, and, in relation to its Subsidiaries) may waive such dispute, no Member, Management Seller, or Affiliate of either shall be permitted to waive its attorney-client privilege with respect to such confidential communications without Parent’s the prior written consentconsent of the Stockholder. The parties hereto further agree to take, and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 14.13. Parent acknowledges, on behalf of itself that K&E and its Affiliates (including, after the Closing, each Acquired Entity and each of their respective Subsidiaries), that each has had the opportunity to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of this Agreement, including the opportunity to consult with counsel other than a Members’ Counsel. This Section 14.13 is for the benefit of the Members, Management Sellers and their Affiliates, and Members’ Counsel (including their partners and employees), each of which employees are intended third-third party beneficiaries of this Section 14.136.7.

Waiver of Conflicts Regarding Representation. Recognizing that ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇ ▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ Shire & Meiselas, P.C. and ▇▇▇▇▇▇▇ & ▇▇▇▇▇, LLP (“MembersSellers’ Counsel”) has acted as legal counsel to the Seller Parties and their Affiliates, and may be deemed to have acted as legal counsel to the Members, the Management Sellers, the Acquired Entities and their respective Company Subsidiaries prior to the Closing, and that MembersSellers’ Counsel may intends to act as legal counsel to the Members, the Management Sellers and/or Seller Parties and their Affiliates after the Closing, (i) each of the Buyers and Buyer Parent and each Acquired Entity hereby waives, waives on its own behalf and agrees to cause its respective Affiliates (including, after the Closing, the Foreign Subsidiaries) to waive, any conflicts that may arise in connection with any of MembersSellers’ Counsel representing the Members, the Management Sellers and/or Seller Parties and their Affiliates after the Closing relating to Members’ Counsel’s representation prior to the Closing, and (ii) each of Parent, each Acquired Entity the Buyers and each of their respective Subsidiaries Buyer Parent hereby agrees that, in the event that a dispute arises between or among any of the Buyers, Buyer Parent or any of their respective Affiliates (including, after the Closing, each Acquired Entity and each of their respective the Foreign Subsidiaries), on the one hand, and the Seller Parties or any Member, Management Seller and/or of their Affiliates (including, prior to the Closing, each Acquired Entity and each of their respective the Foreign Subsidiaries), on the other hand, each of the parties hereto agree that Sellers’ Counsel may represent the Seller Parties or any of Members’ Counsel may, to the extent permitted by applicable ethics rules, represent any Member, Management Seller and/or their Affiliates in such dispute even though the interests of such Member, Management the Seller and/or Parties or such Affiliate may be directly adverse to Parentthe Buyers, an Acquired Entity Buyer Parent or any of their respective Affiliates at that time (including, after the Closing, each Acquired Entity and each of their respective the Foreign Subsidiaries), and even though MembersSellers’ Counsel may have represented the Acquired Entities and their respective Foreign Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the MembersSeller Parties, Management Sellers and/or their Affiliates, the Buyers and Buyer Parent and each Acquired Entity hereby waive, on behalf of themselves and each of their respective AffiliatesAffiliates (including, after the Closing, the Foreign Subsidiaries), any conflict of interest in connection with such representation by any of Members’ Counsel relating to MembersSellers’ Counsel’s representation prior to the Closing. The Buyers and Buyer Parent further agrees agree that, as to all communications among any of MembersSellers’ Counsel, the Acquired Entities and their respective Seller Parties and/or the Company Subsidiaries that directly and specifically relate to the transactions contemplated by this AgreementTransactions, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege, belong solely to the Member Representative Seller Parties and their Affiliates in any dispute with the Buyers, Buyer Parent or its their Affiliates (including, after the Closing, each Acquired Entity and each of their respective the Foreign Subsidiaries) and shall may be solely controlled by the Member Representative Seller Parties in any dispute with the Buyers, Buyer Parent or its their Affiliates (including, after the Closing, each Acquired Entity and each of their respective the Foreign Subsidiaries). Notwithstanding the foregoing, if a dispute arises after the Closing between Parent or any Acquired Entity, on the one hand, and a third party other than (and unaffiliated with) the Members, Management Sellers and their Affiliates, on the other hand, then Parent or Affiliate (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by a Members’ Counsel, and, in relation to such dispute, no Member, Management Seller, or Affiliate of either shall be permitted to waive its attorney-client privilege with respect to such confidential communications without Parent’s prior written consent. The parties hereto agree to take, and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 14.13. Parent acknowledges, on behalf of itself and its Affiliates (including, after the Closing, each Acquired Entity and each of their respective Subsidiaries), that each has had the opportunity to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of this Agreement, including the opportunity to consult with counsel other than a Members’ Counsel7.4. This Section 14.13 7.4 is for the benefit of the MembersSeller Parties, Management Sellers and their Affiliates, and MembersSellers’ Counsel (including their its partners and employees), each of which are intended third-party beneficiaries of this Section 14.137.4.

Waiver of Conflicts Regarding Representation. Recognizing that ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇ ▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ Shire & Meiselas, P.C. and ▇▇▇▇▇▇▇ & ▇▇▇▇▇, LLP (“Members’ Counsel”) have has acted as legal counsel to the Members, the Management Sellers, the Acquired Entities Sellers and their respective Subsidiaries Affiliates (including the Business Companies) prior to the Closing, and that Members’ Counsel may ▇▇▇▇, ▇▇▇▇▇ intends to act as legal counsel to the Members, the Management Sellers and/or and their Affiliates after the Closing, (i) each Buyer (on behalf of Parent itself and each Acquired Entity the Business Companies, following the Closing) hereby waives, waives on its own behalf behalf, and agrees to cause its respective Affiliates to waive, any conflicts that may arise in connection with any of Members’ Counsel ▇▇▇▇, ▇▇▇▇▇ representing the Members, the Management Sellers and/or and their Affiliates after the Closing relating to Members’ Counsel’s representation prior to the Closing, and (ii) each Buyer (on behalf of Parentitself and the Business Companies, each Acquired Entity and each of their respective Subsidiaries following the Closing) hereby agrees that, in the event that a dispute arises between or among any of Parent Buyer or any of their respective its Affiliates (including, after the Closing, each Acquired Entity the Business Companies) and each the Sellers or any of their respective Subsidiaries), on the one hand, and any Member, Management Seller and/or their Affiliates (including, prior to the Closing, each Acquired Entity and each of their respective Subsidiariesthe Business Companies), on the other hand, each of the parties hereto agree agrees that ▇▇▇▇, ▇▇▇▇▇ may represent the Sellers or any of Members’ Counsel may, to the extent permitted by applicable ethics rules, represent any Member, Management Seller and/or their Affiliates in such dispute even though the interests of such Member, Management Seller and/or the Sellers or such Affiliate may be directly adverse to Parent, an Acquired Entity Buyer or any of their respective its Affiliates at that time (including, after the Closing, each Acquired Entity and each of their respective Subsidiariesthe Business Companies), and even though Members’ Counsel ▇▇▇▇, ▇▇▇▇▇ may have represented the Acquired Entities and their respective Subsidiaries Business Companies in a matter substantially related to such dispute, or may be handling ongoing matters for the MembersSellers or the Business Companies, Management Sellers and/or their AffiliatesBuyer (on behalf of itself and the Business Companies, Parent and each Acquired Entity following the Closing) hereby waivewaives, on behalf of themselves itself and each of their respective its Affiliates, any conflict of interest in connection with such representation by any ▇▇▇▇, ▇▇▇▇▇. Buyer (on behalf of Members’ Counsel relating to Members’ Counsel’s representation prior to itself and the Business Companies, following the Closing. Parent ) further agrees that, as to all communications among any of Members’ Counsel▇▇▇▇, ▇▇▇▇▇ and any of the Acquired Entities and their respective Subsidiaries Business Companies that directly and specifically relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege, privilege belong solely to the Member Representative in any dispute with Parent or its Affiliates (including, after the Closing, each Acquired Entity Sellers and each of their respective Subsidiaries) and shall may be solely controlled by the Member Representative in any dispute with Parent Sellers and shall not pass to or its Affiliates (including, after the Closing, each Acquired Entity and each of their respective Subsidiaries). Notwithstanding the foregoing, if a dispute arises after the Closing between Parent be claimed by Buyer or any Acquired Entity, on of the one hand, and a third party other than (and unaffiliated with) the Members, Management Sellers and their Affiliates, on the other hand, then Parent or Affiliate (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by a Members’ Counsel, and, in relation to such dispute, no Member, Management Seller, or Affiliate of either shall be permitted to waive its attorney-client privilege with respect to such confidential communications without Parent’s prior written consentBusiness Companies. The parties hereto agree to take, and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 14.1311.17. Parent acknowledges, on behalf of itself and its Affiliates (including, after the Closing, each Acquired Entity and each of their respective Subsidiaries), Buyer acknowledges that each it has had the opportunity to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of this Agreement, including the opportunity to consult with counsel other than a Members’ Counsel▇▇▇▇, ▇▇▇▇▇. This Section 14.13 11.17 is for the benefit of the MembersSellers, Management Sellers and their Affiliates, and Members’ Counsel ▇▇▇▇, ▇▇▇▇▇ (including their its partners and employees), each of which are intended third-party beneficiaries of this Section 14.1311.17.

Waiver of Conflicts Regarding Representation. Recognizing that ▇Paul, We▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ Wharton & ▇▇▇▇▇son ▇▇▇ LLP("▇aul, We▇▇▇") ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLPcted as legal counsel to Kohlberg Management VI, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLPL.L.C. ("Kohlberg") and its Affiliates, ▇▇▇▇▇▇▇ ▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ Shire & Meiselas, P.C. and ▇▇▇▇▇▇▇ & ▇▇▇▇▇, LLP (“Members’ Counsel”) may be deemed to have acted as legal counsel to the Members, the Management Sellers, the Acquired Entities and their respective Subsidiaries Company Parties prior to the Closing, and that Members’ Counsel may Paul, We▇▇▇ in▇▇▇▇▇ to act as legal counsel to the Members, the Management Sellers and/or their Kohlberg and its Affiliates after the Closing, (i) each of Parent and each Acquired Entity the Company hereby waives, on its own behalf and agrees to cause its respective Affiliates Subsidiaries to waive, any conflicts that may arise in connection with any of Members’ Counsel representing the MembersPaul, the Management Sellers and/or their We▇▇▇ re▇▇▇▇▇nting Kohlberg and its Affiliates after the Closing relating to Members’ Counsel’s representation prior to the Closing, including in Kohlberg's or one of its Affiliate's capacity as the Sellers' Representative and (ii) each of Parent, each Acquired Entity and each of their respective Subsidiaries the Company hereby agrees that, in the event that a dispute arises between or among any of Parent Parent, Buyer or any of their respective Affiliates (including, after the Closing, each Acquired Entity the Company and each its Subsidiaries) and Kohlberg or any of their respective Subsidiaries), on the one hand, and any Member, Management Seller and/or their its Affiliates (including, prior to the Closing, each Acquired Entity the Company and each of their respective its Subsidiaries), on the other hand, ) each of the parties hereto agree agrees that Paul, We▇▇▇ ma▇ ▇▇▇resent Kohlberg or any of Members’ Counsel may, to the extent permitted by applicable ethics rules, represent any Member, Management Seller and/or their its Affiliates in such dispute even though the interests of such Member, Management Seller and/or Kohlberg or such Affiliate may be directly adverse to Parent, an Acquired Entity Buyer or any of their respective Affiliates at that time (including, after the Closing, each Acquired Entity and each of their respective the Company or its Subsidiaries), and even though Members’ Counsel may have Paul, We▇▇▇ ma▇ ▇▇▇e represented the Acquired Entities and their respective Company or its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Kohlberg. Parent, Buyer and the Members, Management Sellers and/or their Affiliates, Parent and each Acquired Entity Company hereby waive, on behalf of themselves and each of their respective Affiliates, any conflict of interest in connection with such representation by any of Members’ Counsel relating to Members’ Counsel’s representation prior to Paul, We▇▇▇. ▇▇▇▇▇ and the Closing. Parent Company further agrees agree that, as to all communications among any of Members’ CounselPaul, Weiss, the Acquired Entities Company and/or any Subsidiary, and their respective Subsidiaries all attorney work product that directly and specifically relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege, privilege belong solely to the Member Representative in any dispute with Parent or its Affiliates (including, after the Closing, each Acquired Entity Kohlberg and each of their respective Subsidiaries) may be controlled by Kohlberg and shall not pass to or be solely controlled claimed by Parent, Buyer, the Member Representative in any dispute with Parent or its Affiliates (including, after the Closing, each Acquired Entity and each of their respective Subsidiaries). Notwithstanding the foregoing, if a dispute arises after the Closing between Parent Company or any Acquired Entity, on the one hand, and a third party other than (and unaffiliated with) the Members, Management Sellers and their Affiliates, on the other hand, then Parent or Affiliate (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by a Members’ Counsel, and, in relation to such dispute, no Member, Management Seller, or Affiliate of either shall be permitted to waive its attorney-client privilege with respect to such confidential communications without Parent’s prior written consentSubsidiary. The parties hereto agree to take, and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 14.137.05. Parent acknowledges, on behalf of itself and its Affiliates (including, after Buyer acknowledge that it and the Closing, each Acquired Entity and each of their respective Subsidiaries), that each has Company have had the opportunity to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of this Agreement, including the opportunity to consult with counsel other than a Members’ CounselPaul, We▇▇▇. This ▇▇▇▇ Section 14.13 7.05 is for the benefit of the MembersSellers' Representative, Management Sellers and their its Affiliates, and Members’ Counsel Paul, We▇▇▇ (including their i▇▇▇▇▇ing its partners and employees), each of which are intended third-party beneficiaries of this Section 14.137.05.

Waiver of Conflicts Regarding Representation. Recognizing that ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇P▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇and C▇▇▇▇▇▇ ▇▇▇▇▇ & B▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇ ▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ Shire & Meiselas, P.C. and ▇▇▇▇▇▇▇ & ▇▇▇▇▇, LLP (collectively, “Members’ Seller’s Counsel”) have acted as legal counsel to the MembersSeller, the Management Sellers, the Acquired Entities Seller’s Representative and their respective Affiliates, and have acted as legal counsel to the Company and the Company Subsidiaries prior to the Closing, and that Members’ Seller’s Counsel may intend to act as legal counsel to the MembersSeller, the Management Sellers and/or Seller’s Representative and their respective Affiliates after the Closing, (i) each of Parent the Buyer, Merger Sub I and each Acquired Entity hereby waives, Merger Sub II LLC (on its own behalf and, as of the Closing, on behalf of the Surviving Company and agrees to cause its respective Affiliates to waive, each Subsidiary of the Surviving Company) hereby waives any conflicts that may arise in connection with any of Members’ Seller’s Counsel representing the MembersSeller, the Management Sellers and/or Seller’s Representative and their respective Affiliates after the Closing relating to Members’ Counsel’s representation prior to the Closing, and (ii) each of Parentthe Buyer, each Acquired Entity Merger Sub I and Merger Sub II LLC (on its own behalf and, as of the Closing, on behalf of the Surviving Company and each Subsidiary of their respective Subsidiaries the Surviving Company) hereby agrees that, in the event that a dispute arises between or among the Buyer or its Affiliates (including, after the Closing, the Surviving Company and its Subsidiaries) and the Seller, the Seller’s Representative or their respective Affiliates (including, prior to the Closing, the Company and the Company Subsidiaries), any of Parent Seller’s Counsel may represent the Seller, the Seller’s Representative or any of their respective Affiliates in such dispute even though the interests of the Seller, the Seller’s Representative or such Affiliate may be directly adverse to the Buyer or any of their respective Affiliates (including, after the Closing, each Acquired Entity the Surviving Company and each of their respective its Subsidiaries), on the one hand, and any Member, Management Seller and/or their Affiliates (including, prior to the Closing, each Acquired Entity and each of their respective Subsidiaries), on the other hand, each of the parties hereto agree that any of Members’ Counsel may, to the extent permitted by applicable ethics rules, represent any Member, Management Seller and/or their Affiliates in such dispute even though the interests of such Member, Management Seller and/or such Affiliate may be directly adverse to Parent, an Acquired Entity or any of their respective Affiliates at that time (including, after the Closing, each Acquired Entity and each of their respective Subsidiaries), ) and even though Members’ Seller’s Counsel may have represented the Acquired Entities and their respective Company or the Company Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for each of the MembersBuyer, Management Sellers and/or their AffiliatesMerger Sub I and Merger Sub II LLC (on its own behalf and, Parent and each Acquired Entity hereby waiveas of the Closing, on behalf of themselves the Surviving Company and each Subsidiary of the Surviving Company), and on behalf of each of their respective Affiliates, hereby waives any conflict of interest in connection with such representation by any of Members’ Counsel relating to Members’ Seller’s Counsel’s representation prior to . Each of the Buyer, Merger Sub I and Merger Sub II LLC (on its own behalf and, as of the Closing. Parent , on behalf of the Surviving Company and each Subsidiary of the Surviving Company) further agrees that, as to all communications among any of Members’ Seller’s Counsel, the Acquired Entities and their respective Company or the Company Subsidiaries that directly and specifically relate in any way to the negotiations of this Agreement or otherwise relate to any potential sale of the Company or the transactions contemplated by this Agreementhereby, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege, privilege belong solely to the Member Seller and the Seller’s Representative in and may be controlled by the Seller and the Seller’s Representative and shall not pass to or be claimed by the Buyer, the Surviving Company or any dispute with Parent or its Affiliates (including, after the Closing, each Acquired Entity and each of their respective Subsidiaries) and shall be solely controlled by the Member Representative in any dispute with Parent or its Affiliates (including, after the Closing, each Acquired Entity and each of their respective Subsidiaries). Notwithstanding the foregoing, if in the event that a dispute arises after between the Closing between Parent Buyer, the Company or any Acquired Entitythe Company Subsidiaries, on the one hand, and a third party other than (and unaffiliated with) the Members, Management Sellers and their Seller or any of its Affiliates, on the other hand, then Parent or Affiliate (to after the extent applicable) Closing, such Person may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by a Members’ Counsel, and, in relation Seller’s Counsel to such disputethird party; provided, no Memberhowever, Management Seller, that neither the Buyer nor the Company or Affiliate of either shall be permitted to the Company Subsidiaries may waive its attorney-client such privilege with respect to such confidential communications without Parent’s the prior written consentconsent of the Seller’s Representative. The parties hereto agree to take, and to cause their respective Affiliates take to take, all steps necessary to implement the intent of this Section 14.137.14. Parent acknowledgesEach of the Buyer, Merger Sub I and Merger Sub II LLC (on its own behalf and, as of the Closing, on behalf of itself and its Affiliates (including, after the Closing, each Acquired Entity Surviving Company and each Subsidiary of their respective Subsidiaries), the Surviving Company) acknowledges that each it has had the opportunity to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of this Agreement, including the opportunity to consult with counsel other than a Members’ Seller’s Counsel. This Section 14.13 7.14 is for the benefit of the MembersSeller, Management Sellers the Seller’s Representative and their respective Affiliates, and Members’ Seller’s Counsel (including their its partners and employees), each of which are intended third-party beneficiaries of this Section 14.137.14.

Waiver of Conflicts Regarding Representation. Recognizing that ▇▇▇▇, Weiss▇▇▇▇▇, Rifkind▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, LLP (“▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇ ▇▇▇▇▇ P.C., ▇▇▇▇▇▇▇ Shire & Meiselas, P.C. and ▇▇▇▇▇▇▇ & ▇▇▇▇▇, LLP (“Members’ Counsel”) has acted as legal counsel to Representative and its Affiliates, and may be deemed to have acted as legal counsel to the Members, the Management Sellers, the Acquired Entities and their respective Subsidiaries Company Group prior to the Closing, and that Members’ Counsel may ▇▇▇▇, ▇▇▇▇▇ intends to act as legal counsel to the Members, the Management Sellers and/or their Representative and its Affiliates after the Closing, effective upon and conditioned upon the completion of the Closing, (i) each of Parent and each Acquired Entity the Company hereby waives, on its own behalf and agrees to cause its respective Affiliates to waive, any conflicts that may arise in connection with any of Members’ Counsel ▇▇▇▇, ▇▇▇▇▇ representing the Members, the Management Sellers and/or their Representative and its Affiliates after the Closing relating to Members’ Counsel’s representation prior to the Closing, and (ii) each of Parent, each Acquired Entity and each of their respective Subsidiaries the Company hereby agrees that, in the event that a dispute arises between or among any of Parent or any of their its respective Affiliates (including, after the Closing, each Acquired Entity the Company Group) and each the Representative or any of their respective Subsidiaries), on the one hand, and any Member, Management Seller and/or their its Affiliates (including, prior to the Closing, each Acquired Entity and each of their respective Subsidiaries), on the other hand, Company Group) each of the parties hereto Parties agree that ▇▇▇▇, ▇▇▇▇▇ may represent the Representative or any of Members’ Counsel may, to the extent permitted by applicable ethics rules, represent any Member, Management Seller and/or their its Affiliates in such dispute even though the interests of such Member, Management Seller and/or the Representative or such Affiliate may be directly adverse to Parent, an Acquired Entity Parent or any of their its respective Affiliates at that time (including, after the Closing, each Acquired Entity and each of their respective the Company or the Company Subsidiaries), and even though Members’ Counsel ▇▇▇▇, ▇▇▇▇▇ may have represented the Acquired Entities and their respective Company or the Company Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Members, Management Sellers and/or their AffiliatesRepresentative, Parent and each Acquired Entity the Company hereby waive, on behalf of themselves and each of their respective Affiliates, any conflict of interest in connection with such representation by any of Members’ Counsel relating to Members’ Counsel’s representation prior to the Closing▇▇▇▇, ▇▇▇▇▇. Parent and the Company further agrees agree that, as to all communications among any of Members’ Counsel▇▇▇▇, ▇▇▇▇▇, the Acquired Entities Company and/or the Company Subsidiaries, and their respective Subsidiaries all attorney work product that directly and specifically relate in any way to the transactions contemplated by this AgreementAgreement (the “Privileged Communications”), the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege, privilege belong solely to the Member Representative in any dispute with Parent or its Affiliates (including, after the Closing, each Acquired Entity and each of their respective Subsidiaries) and shall may be solely controlled by the Member Representative in any dispute with Parent and shall not pass to or its Affiliates (includingbe claimed by Parent, after Merger Sub, the Closing, each Acquired Entity and each of their respective Subsidiaries). Notwithstanding the foregoing, if a dispute arises after the Closing between Parent Company or any Acquired Entity, on of the one hand, and a third party other than (and unaffiliated with) the Members, Management Sellers and their Affiliates, on the other hand, then Parent or Affiliate (to the extent applicable) may assert the attorney-client privilege to prevent disclosure to such third party of confidential communications by a Members’ Counsel, and, in relation to such dispute, no Member, Management Seller, or Affiliate of either shall be permitted to waive its attorney-client privilege with respect to such confidential communications without Parent’s prior written consentCompany Subsidiaries. The parties hereto Parties agree to take, and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 14.1310.21. Parent acknowledges, on behalf of itself acknowledges that it and its Affiliates (including, after the Closing, each Acquired Entity and each of their respective Subsidiaries), that each has Company have had the opportunity to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of this Agreement, including the opportunity to consult with counsel other than ▇▇▇▇, ▇▇▇▇▇. Notwithstanding the foregoing, in the event that a Members’ Counseldispute arises between Parent or the Company, on the one hand, and a third party other than Representative or any of its Affiliates, on the other hand, Parent or the Company may assert the attorney-client privilege to prevent the disclosure of the Privileged Communications to such third party. This Section 14.13 10.21 is for the benefit of the MembersRepresentative, Management Sellers and their its Affiliates, and Members’ Counsel ▇▇▇▇, ▇▇▇▇▇ (including their its partners and employees), each of which are intended third-party beneficiaries of this Section 14.1310.21.