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I 1 • <br /> During the term of this engagement,we will not accept representation of another client to pursue interests that <br /> are directly adverse to your interests unless and until we make full disclosure to you of all the relevant facts, <br /> circumstances, and implications of our undertaking the two representations, and confirm to you in good faith <br /> that we have done so and that the following criteria are met: (i)there is no substantial relationship between any <br /> matter in which we are representing or have represented you and the matter for the other client; (ii) any <br /> confidential information that we have received from you will not be available to the lawyers and other Holland& <br /> Knight LLP personnel involved in the representation of the other client; (iii)our effective representation of you <br /> and the discharge of our professional responsibilities to you will not be prejudiced by our representation of the <br /> other client; and (iv) the other client has also consented in writing based on our full disclosure of the relevant <br /> facts, circumstances,and implications of our undertaking the two representations. If the foregoing conditions <br /> are satisfied,we may undertake the adverse representation and all conflict issues will be deemed to have been <br /> resolved or waived by you. <br /> By making this agreement, we are establishing the criteria that will govern the exercise of your right under <br /> applicable ethical rules to object to our representation of another client whose interests are adverse to yours. If <br /> you contest in good faith the facts underlying our confirmation to you that the specified criteria have been met, <br /> then we will have the burden of reasonably supporting those facts. <br /> Knowledge Management Tool <br /> In order to better and more economically serve our clients,we have implemented a document search engine that <br /> will allow us to search the firm's institutional work product to determine whether there exist documents created <br /> for one client that can be used as a starting point for the preparation of new documents for other clients. <br /> Documents that are subject to ethics wall restrictions, have extraordinary confidentiality requirements, or <br /> contain sensitive client information will not be included in this system. <br /> Termination <br /> Upon completion of the matter to which this representation applies, or upon earlier termination of our <br /> relationship,the attorney-client relationship will end unless you and we have expressly agreed to a continuation <br /> with respect to other matters. We hope,of course,that such a continuation will be the case. The representation <br /> is terminable at will by either of us. The termination of the representation will not terminate your obligation to <br /> pay fees and expenses incurred prior to the termination and for any services rendered or disbursements <br /> required to implement the transition to new counsel. <br /> i i R i i <br /> Your agreement to this engagement constitutes your acceptance of the foregoing terms and conditions. If any of <br /> them is unacceptable to you, please advise us now so that we can resolve any differences and proceed with a <br /> clear,complete,and consistent understanding of our relationship. <br /> #35847034 vl <br /> • <br />