Attorney-Client Privilege. Neither Party is waiving, nor will be deemed to have waived or diminished, any of its attorney work product protections, attorney-client privileges or similar protections and privileges recognized under Applicable Law of any jurisdiction as a result of disclosing information pursuant to this Agreement, or any of its Confidential Information (including Confidential Information related to pending or threatened litigation) to the Receiving Party, regardless of whether the Disclosing Party has asserted, or is or may be entitled to assert, such privileges and protections. The Parties may become joint defendants in proceedings to which the information covered by such protections and privileges relates and may determine that they share a common legal interest in disclosure between them that is subject to such privileges and protections, and in such event, may enter into a joint defense or other common interest agreement setting forth, among other things, the foregoing principles, but are not obligated to do so.

Attorney-Client Privilege

Company would result in a waiver of the attorney-client privilege, the work-product doctrine or any other applicable legal privilege or similar doctrine.

Privilege. If any Board Documents given to the Director include information that is subject to legal professional privilege or client legal privilege the Director must not waive that privilege unless he is a party to the relevant legal proceedings.

The Advisee will be entitled to preserve the attorney-client privilege and any other privilege accorded to communications with the Advisor, and all other rights to maintain confidentiality, to the full extent permitted by law; and

. It is acknowledged by each of the parties hereto that Godfrey & Kahn, S.C. (“Counsel”) has represented the Sellers and the Company in connection with the transactions contemplated by this Agreement. The Buyer agrees that any attorney-client privilege, attorney work-product protection, and expectation of client confidence attaching as a result of Counsel’s representation of the Company or the Sellers in connection with the transactions contemplated by this Agreement, and all information and documents covered by such privilege or protection, shall belong to and be controlled by the Sellers and may be waived only by the Seller Representative, and not the Company, and shall not pass to or be claimed or used by the Buyer or the Company. The attorney-client privilege, attorney work-product protection, and expectation of client confidence arising from Counsel’s representation of the Company prior to the Closing, and all information and documents covered by such privilege or protection, shall belong to and be controlled by the Sellers and may be waived only by the Seller Representative, and not the Company, and shall not pass to or be claimed or used by the Buyer or the Company.

#​ waives and will not assert, and agrees to cause the ​ to waive and not to assert, any attorney-client privilege with respect to any communication between any such legal counsel (including Stoel Rives LLP) and any Designated Person occurring during the Current Representation in connection with any Post-Closing Representation, including in connection with a dispute with ​ and, following the Closing, with the ​, it being the intention of the parties hereto that following the Closing all such rights to such attorney-client privilege and to control such attorney-client privilege shall be exclusively vested in and belong to Seller, its Affiliates and their respective Representatives; provided, that the foregoing waiver and acknowledgement of retention shall not extend to any communication not involving this Agreement or the transactions contemplated hereby, or to communications with any Person other than the Designated Persons and their advisors.

The Administrative Agent and the ​ shall give the Borrowers the opportunity to participate in any discussions with the Borrowers’ independent public accountants. Notwithstanding anything to the contrary in this [Section 6.10], none of the Lead Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that # constitutes non-financial trade secrets or non-financial proprietary information, # in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or # is subject to attorney-client or similar privilege or constitutes attorney work-product.

Investigations. To the extent permitted by applicable Law, the Reinsurer shall promptly notify the Ceding Company, in writing, of any and all investigations of the Reinsurer conducted by any Governmental Entity commencing after the date hereof, other than routine examinations that do not relate to the business reinsured pursuant to this Agreement or would not otherwise reasonably be expected to adversely affect the performance by the Reinsurer of its obligations under this Agreement; provided, however, that the Reinsurer may withhold any notice otherwise required to be delivered pursuant to this [Section 16.04(a)] to the extent that the delivery thereof to the Ceding Company would result in a waiver of the attorney-client privilege, the work-product doctrine or any other applicable legal privilege or similar doctrine.

promptly after any request therefor, # such information and documentation required under applicable “know your customer” rules and regulations, including the PATRIOT Act, the Anti-Money Laundering Laws, the Anti-Corruption Laws and the Beneficial Ownership Regulation, or # such other information regarding the operations, business affairs and financial condition of the Borrower and the Restricted Subsidiaries, in each case as from time to time may be reasonably requested by the Administrative Agent (or any Lender or Issuing Bank through the Administrative Agent) (other than information # that constitutes non-financial trade secrets or non-financial proprietary information, # in respect of which disclosure is prohibited by applicable law or by any contractual obligation or # that is subject to attorney client or similar privilege or constitutes attorney work product).

provided that the Company instructs its lawyers on behalf of both the Company and the Director so that client legal privilege attaches to any documents produced by those lawyers for the benefit of both the Company and the Director.

furnish applicable documentary support for such response upon request from such other Party. In the event of an allegation or confirmation of breach of clause 19.1(c), upon reasonable prior written notice, each Party shall be permitted to access and audit the books and records of any other Party reasonably related to compliance with this clause; provided, however, that any documentary support provided hereunder or audit conducted hereunder shall not include any documents or information which are subject to attorney-client privilege or which such Party may not disclose under the terms of any third party agreement.

Notwithstanding anything to the contrary in this [Section 6.6], no Party shall be required to disclose any information if such disclosure would, in the reasonable discretion of such Party: # jeopardize any attorney-client privilege of such Party (or its Subsidiary), # contravene any applicable Law or # involve competitively sensitive information, disclosure of which prior to Closing would violate the HSR Act or any similar antitrust Law. All requests for access pursuant to this [Section 6.6] shall be submitted or directed to the Permal Contributor (in the case of [Section 6.6(a)]) or the EnTrust Contributor (in the case of [Section 6.6(b)]).

​ Additionally, the Client has been given notice by the Consultant through this Agreement that the Consultant is not a licensed attorney and that certain items such as a legal letter must be obtained by a securities attorney prior to submitting on Form S-1, as required by the US Securities and Exchange Commission. Furthermore, that the Client may not fully rely on Consultant for legal advice with respect to its "going public" strategy.

In addition to the directors designated pursuant to [Section 1(a)] and [Section 1(b)], the Company hereby grants observer rights to one additional person designated by CI-II. As a condition to such appointment such observer shall be required to sign a confidentiality agreement in form reasonably satisfactory to the Company. Further the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel, result in disclosure of trade secrets or if the observer is involved in any matter with a competitor of the Company.

hours, at Borrowers’ expense in accordance with the provisions of the Fee Letter, subject to the limitations set forth below in [Section 5.7(c)]. Notwithstanding anything to the contrary herein or in any other Loan Document, none of the Loan Parties nor any of its or their Subsidiaries will be required to disclose or permit the inspection or discussion of, any document, information or other matter # in respect of which disclosure to the Agent (or its representatives or agents) is prohibited by any applicable law or any binding agreement with a third party (provided, that, with respect to any such binding agreement with a third party, the relevant Loan Party or Subsidiary shall upon request from Agent have used commercially reasonable efforts to obtain a waiver of any such prohibition) or # that is subject to attorney client or similar privilege or constitutes attorney work product.

POWER OF ATTORNEY. ​ irrevocably appoints ​ and its successors and as true and lawful attorney in fact, and authorizes ​ # to, whether or not there has been an Event of Default, # demand, collect, receive, sue, and give releases to any Account Debtor for the monies due or which may become due upon or with respect to the Receivables and to compromise, prosecute, or defend any action, claim, case or proceeding relating to the Receivables, including the filing of a claim or the voting of such claims in any bankruptcy case, all in ​’s name or ​’s name, as ​ may choose; # prepare, file and sign ​’s name on any notice, claim, assignment, demand, draft, or notice of or satisfaction of lien or mechanics’ lien or similar document; # notify all Account Debtors with respect to the Receivables to pay ​ directly; # receive and open all mail addressed to ​ for the purpose of collecting the Receivables; # endorse ​’s name on any checks or other forms of payment on the Receivables; # execute on behalf of ​ any and all instruments, documents, financing statements and the like to perfect ​’s interests in the Receivables and Collateral; # debit any ​’s deposit accounts maintained with ​ for any and all Obligations due under this Agreement; and # do all acts and things necessary or expedient, in furtherance of any such purposes, and # to, upon the occurrence and during the continuance of an Event of Default, sell, assign, transfer, pledge, compromise, or discharge the whole or any part of the Receivables. Upon the occurrence and continuation of an Event of Default, all of the power of attorney rights granted by ​ to ​ hereunder shall be applicable with respect to all Receivables and all Collateral.