Common use of Privileged Information Clause in Contracts

Privileged Information. (a) The parties acknowledge that members of the Parent Group, on the one hand, and members of the SpinCo Group, on the other hand, may possess documents or other information regarding the other Group that is or may be subject to the attorney-client privilege, the work product doctrine or common interest privilege (collectively, “Privileges”; and such documents and other information collectively, the “Privileged Information”). Each party agrees to use reasonable efforts to protect and maintain, and to cause their respective Affiliates to protect and maintain, any applicable claim to Privilege in order to prevent any of the other party’s Privileged Information from being disclosed or used in a manner inconsistent with such Privilege without the other party’s consent. Without limiting the generality of the foregoing, the parties shall not, and shall direct their respective Affiliates not to, without the other party’s prior written consent, (i) waive any Privilege with respect to any of the other party’s Privileged Information, (ii) fail to defend any Privilege with respect to any such Privileged Information, or (iii) fail to take any other actions necessary to preserve any Privilege with respect to any such Privileged Information. (b) Upon receipt by either party of any subpoena, discovery or other request that calls for the production or disclosure of Privileged Information of the other party, such party shall promptly notify the other party of the existence of the request and shall provide the other party a reasonable opportunity to review the information and to assert any rights it may have under this Section 5.06 or otherwise to prevent the production or disclosure of such Privileged Information. Each party agrees that it shall not produce or disclose any information that may be covered by a Privilege of the party under this Section 5.06 unless (i) the other party has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld) or (ii) a court of competent jurisdiction has entered a final, non-appealable order finding that the information is not entitled to protection under any applicable Privilege. (c) Each of the Parent Group and the SpinCo Group covenants and agrees that, following the Distribution Effective Time, any internal or external legal counsel currently representing SpinCo Group (each a “Prior Company Counsel”) may serve as counsel to Parent Group and its Affiliates in connection with any matters arising under or related to this Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, including with respect to any litigation, Claim or obligation arising out of or related to this Agreement or any Ancillary Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Distribution Effective Time. Parent Group and SpinCo Group hereby irrevocably (i) waive any Claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in the event that a dispute arises after the Distribution Effective Time between SpinCo and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand, Prior Company Counsel may represent any member of the Parent Group and any Affiliates thereof in such dispute even though the interests of such Person(s) may be directly adverse to the Parent Group or the SpinCo Group or their respective Affiliates and even though Prior Company Counsel may have represented the SpinCo Group in a matter substantially related to such dispute. (d) For the avoidance of doubt, nothing in this Agreement shall constitute a waiver of, or obligate any Person to waive, any Privilege.

Privileged Information. In furtherance of the rights and obligations of the Parties set forth in this Article VII: (a) The parties acknowledge that members Each of Horizon (on behalf of itself and the other Horizon Entities) and TriMas (on behalf of itself and the other TriMas Entities) acknowledges that: (i) each member of the Parent Group, on Horizon Group and the one hand, and members of the SpinCo Group, on the other hand, TriMas Group has or may possess documents or other information regarding the other Group obtain Information that is or may be subject protected from disclosure pursuant to the attorney-client privilege, the work product doctrine or doctrine, the common interest privilege and joint defense doctrines or other applicable privileges (collectively, “Privileges”; and such documents and other information collectively, the “Privileged Information”). Each party agrees to use reasonable efforts to protect and maintain, and to cause their respective Affiliates to protect and maintain, any applicable claim to Privilege in order to prevent any of the other party’s Privileged Information from being disclosed or used in a manner inconsistent with such Privilege without the other party’s consent. Without limiting the generality of the foregoing, the parties shall not, and shall direct their respective Affiliates not to, without the other party’s prior written consent, (i) waive any Privilege with respect to any of the other party’s Privileged Information, ; (ii) fail to defend any Privilege with respect to any such Privileged Informationactual, threatened or future litigation, investigations, proceedings (including arbitration proceedings), claims or other legal matters have been or may be asserted by or against, or otherwise affect, some or all members of the Horizon Group or the TriMas Group (“Litigation Matters”); (iii) fail to take members of the Horizon Group and the TriMas Group have or may in the future have a common legal interest in Litigation Matters, in the Privileged Information and in the preservation of the protected status of the Privileged Information; and (iv) each of Horizon and TriMas (on behalf of itself and the other members of its Group) intends that the transactions contemplated by this Agreement and the Ancillary Agreements and any other actions necessary to preserve transfer of Privileged Information in connection herewith or therewith will not operate as a waiver of any Privilege with respect to any such applicable privilege or protection afforded Privileged Information. (b) Upon receipt by either party Each of Horizon and TriMas agrees, on behalf of itself and each member of the Group of which it is a member, not to disclose knowingly or otherwise waive any subpoena, discovery privilege or other request that calls for the production or disclosure of protection attaching to any Privileged Information relating to a member of the other partyGroup or relating to or arising in connection with the relationship between the Groups prior to the Distribution, such party shall promptly notify without providing prompt written notice to and obtaining the other party prior written consent of the existence of the request and shall provide the other party a reasonable opportunity to review the information and to assert any rights it may have under this Section 5.06 or otherwise to prevent the production or disclosure of such Privileged Information. Each party agrees that it shall not produce or disclose any information that may be covered by a Privilege of the party under this Section 5.06 unless (i) the other party has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld) or (ii) a court of competent jurisdiction has entered a final, non-appealable order finding that the information is not entitled to protection under any applicable Privilegeother. (c) Each of the Parent Group and the SpinCo Group covenants and agrees that, following the Distribution Effective Time, any internal or external legal counsel currently representing SpinCo Group (each a “Prior Company Counsel”) may serve as counsel to Parent Group and its Affiliates in connection with any matters arising under or related to this Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, including with respect to any litigation, Claim or obligation arising out of or related to this Agreement or any Ancillary Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Distribution Effective Time. Parent Group and SpinCo Group hereby irrevocably (i) waive any Claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in the event that a dispute arises after the Distribution Effective Time between SpinCo and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand, Prior Company Counsel may represent Upon any member of the Parent Group and any Affiliates thereof in such dispute even though the interests of such Person(s) may be directly adverse to the Parent Horizon Group or the SpinCo TriMas Group receiving any subpoena or their respective Affiliates and even though Prior Company Counsel may have represented other compulsory disclosure notice from a Governmental Authority that requests disclosure of Privileged Information belonging to a member of the SpinCo Group other Group, the recipient of the notice will promptly provide to TriMas, in the case of receipt by a matter substantially related to such dispute. (d) For member of the avoidance of doubt, nothing in this Agreement shall constitute a waiver ofHorizon Group, or obligate to Horizon, in the case of receipt by a member of the TriMas Group, a copy of such notice, the intended response and all materials or information relating to the other Group that might be disclosed. In the event of a disagreement as to the intended response or disclosure, unless and until the disagreement is resolved as provided in Article VIII, the members of the Horizon Group and the TriMas Entities will cooperate to assert all defenses to disclosure claimed, at the cost and expense of the members of the Group claiming such defenses to disclosure, and will not disclose any Person to waive, any Privilegedisputed documents or information until all legal defenses and claims of privilege have been Finally Determined.

Privileged Information. (a) The parties acknowledge that members of the Parent VF Group, on the one hand, and members of the SpinCo Kontoor Brands Group, on the other hand, may possess documents or other information regarding the other Group that is or may be subject to the attorney-client privilege, the work product doctrine or common interest privilege (collectively, “Privileges”; and such documents and other information collectively, the “Privileged Information”). Each party agrees to use commercially reasonable efforts to protect and maintain, and to cause their respective Affiliates to protect and maintain, any applicable claim to Privilege in order to prevent any of the other partyGroup’s Privileged Information from being disclosed or used in a manner inconsistent with such Privilege without the other party’s consent. Without limiting the generality of the foregoing, the parties a party and its Affiliates shall not, and shall direct their respective Affiliates not to, without the other party’s prior written consent, (i) waive any Privilege with respect to any of the other party’s or any member of its Group’s Privileged Information, (ii) fail to defend any Privilege with respect to any such Privileged Information, or (iii) fail to take any other actions reasonably necessary to preserve any Privilege with respect to any such Privileged Information. (b) Upon receipt by either a party or any member of such party’s Group of any subpoena, discovery or other request that calls for the production or disclosure of Privileged Information of the other partyparty or a member of its Group, such party shall promptly notify the other party of the existence of the request and shall provide the other party a reasonable opportunity to review the information and to assert any rights it or a member of its Group may have under this Section 5.06 4.07 or otherwise to prevent the production or disclosure of such Privileged Information. Each party agrees that neither it shall not nor any member of its Group will produce or disclose any information that may be covered by a Privilege of the party or a member of its Group under this Section 5.06 4.07 unless (i) the other party has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld) or (ii) a court of competent jurisdiction has entered a final, non-appealable an order finding that the information is not entitled to protection under any applicable PrivilegePrivilege or otherwise requires disclosure of such information. (c) In the event that any member of the VF Group and any member of the Kontoor Brands Group cooperate in the mutual defense of any Third Party Claim, such cooperation shall not constitute a waiver or qualification of such party’s right to assert and defend any applicable claim to Privilege. (d) Each of the Parent VF Group and the SpinCo Kontoor Brands Group covenants and agrees that, following the Distribution Effective Time, ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP or any other internal or external legal counsel currently representing SpinCo the Kontoor Brands Group (each a “Prior Company Counsel”) may serve as counsel to Parent the VF Group and its Affiliates in connection with any matters arising under or related to this Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, including with respect to any litigation, Claim or obligation arising out of or related to this Agreement or any Ancillary Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Distribution Effective Time. Parent The VF Group and SpinCo the Kontoor Brands Group hereby irrevocably (i) waive any Claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in the event that a dispute arises after the Distribution Effective Time between SpinCo the Kontoor Brands Group and the VF Group (together with its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand), Prior Company Counsel may represent any member of the Parent VF Group and any Affiliates thereof in such dispute even though the interests of such Person(s) may be directly adverse to the Parent VF Group or the SpinCo Kontoor Brands Group or their respective Affiliates and even though Prior Company Counsel may have represented the SpinCo Kontoor Brands Group in a matter substantially related to such dispute. (e) All communications between members of the VF Group, on the one hand, and Prior Company Counsel, on the other hand, related to the transactions contemplated by this Agreement or any Ancillary Agreement shall be deemed to be attorney-client confidences that belong solely to such members of the VF Group or the Prior Company Counsel (the “Pre-Distribution Time Communications”). Accordingly, the Kontoor Brands Group shall not have access to any such Pre-Distribution Time Communications or to the files of Prior Company Counsel relating to such engagement related to the transactions contemplated hereby from and after the Distribution Time, and all books, records and other materials of the Kontoor Brands Group in any medium (including electronic copies) containing or reflecting any of the Pre-Distribution Time Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby assigned and transferred to the VF Group effective as of the Distribution Time (collectively, the “VF Group Privileged Materials”). The VF Group may cause all of the VF Group Privileged Materials to be distributed to the VF Group immediately prior to the Distribution Time with no copies thereof retained by the Kontoor Brands Group or its respective representatives, and all such distributed VF Group Privileged Materials shall be excluded from the transactions contemplated by this Agreement and each Ancillary Agreement. From and after the Distribution Time, in the event that any member of the Kontoor Brands Group shall possess any VF Group Privileged Materials, such member of the Kontoor Brands Group shall promptly cause such VF Group Privileged Materials to be distributed to the VF Group in accordance with this Section 4.07(e) or destroyed, at the election of Kontoor Brands. In addition, from and after the Distribution Time, (i) the Kontoor Brands Group and its representatives shall maintain the confidentiality of the VF Group Privileged Materials and (ii) none of the members of the Kontoor Brands Group or their respective representatives shall access or in any way, directly or indirectly, use or rely upon any VF Group Privileged Materials (whether or not distributed to the VF Group prior to the Distribution Time in accordance with this Section 4.07(e)). To the extent that any VF Group Privileged Materials are not delivered to the VF Group, the Kontoor Brands Group agrees not to assert a waiver of any applicable privilege or protection with respect to such materials. Without limiting the generality of the foregoing, from and after the Distribution Time, (a) the VF Group shall be the sole holders of the Privileges with respect to the VF Group Privileged Materials, and no member of the Kontoor Brands Group shall be a holder thereof, (b) to the extent that files of Prior Company Counsel in respect of VF Group Privileged Materials constitute property of the client, only the VF Group shall hold such property rights, (c) Prior Company Counsel shall have no duty whatsoever to reveal or disclose any VF Group Privileged Materials to the Kontoor Brands Group by reason of any attorney-client relationship between Prior Company Counsel and the Kontoor Brands Group and (d) For after the avoidance Distribution Date, all communications between members of doubtthe Kontoor Brands Group, nothing on the one hand, and any attorneys retained by any member of the Kontoor Brands Group, on the other hand, shall be deemed to be attorney-client confidences that belong solely to such members of the Kontoor Brands Group or such attorneys. Each of the Kontoor Brands Group and the VF Group hereby acknowledges and confirms that it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Section 4.07(e), including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section Section 4.07(e) is for the benefit of the VF Group and Prior Company Counsel, and the VF Group and Prior Company Counsel are intended third party beneficiaries of this Section 4.07(e). This Section 4.07(e) shall be irrevocable, and no term of this Section 4.07(e) may be amended, waived or modified, without the prior written consent of the VF Group and Prior Company Counsel. The covenants and obligations set forth in this Agreement Section 4.07(e) shall constitute a waiver of, or obligate any Person to waive, any Privilegesurvive for ten (10) years following the Distribution Time.

Privileged Information. (a) The parties acknowledge that members of the Parent ▇▇▇▇▇▇ Oil Group, on the one hand, and members of the SpinCo ▇▇▇▇▇▇ USA Group, on the other hand, may possess documents or other information regarding the other Group that is or may be subject to the attorney-client privilege, the work product doctrine or common interest privilege (collectively, “Privileges”; and such documents and other information collectively, the “Privileged Information”). Each party agrees to use reasonable efforts to protect and maintain, and to cause their respective Affiliates to protect and maintain, any applicable claim to Privilege in order to prevent any of the other partyGroup’s Privileged Information from being disclosed or used in a manner inconsistent with such Privilege without the other party’s consent. Without limiting the generality of the foregoing, the parties a party and its Affiliates shall not, and shall direct their respective Affiliates not to, without the other party’s prior written consent, (i) waive any Privilege with respect to any of the other party’s or any member of its Group’s Privileged Information, (ii) fail to defend any Privilege with respect to any such Privileged Information, or (iii) fail to take any other actions reasonably necessary to preserve any Privilege with respect to any such Privileged Information. (b) Upon receipt by either a party or any member of such party’s Group of any subpoena, discovery or other request that calls for the production or disclosure of Privileged Information of the other partyparty or a member of its Group, such party shall promptly notify the other party of the existence of the request and shall provide the other party a reasonable opportunity to review the information and to assert any rights it or a member of its Group may have under this Section 5.06 5.07 or otherwise to prevent the production or disclosure of such Privileged Information. Each party agrees that neither it shall not nor any member of its Group will produce or disclose any information that may be covered by a Privilege of the party or a member of its Group under this Section 5.06 5.07 unless (i) the other party has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld) or (ii) a court of competent jurisdiction has entered a final, non-appealable an order finding that the information is not entitled to protection under any applicable Privilege. (c) Each of the Parent Group and the SpinCo Group covenants and agrees that, following the Distribution Effective Time, any internal Privilege or external legal counsel currently representing SpinCo Group (each a “Prior Company Counsel”) may serve as counsel to Parent Group and its Affiliates in connection with any matters arising under or related to this Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, including with respect to any litigation, Claim or obligation arising out of or related to this Agreement or any Ancillary Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Distribution Effective Time. Parent Group and SpinCo Group hereby irrevocably (i) waive any Claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in the event that a dispute arises after the Distribution Effective Time between SpinCo and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand, Prior Company Counsel may represent any member of the Parent Group and any Affiliates thereof in such dispute even though the interests requires disclosure of such Person(s) may be directly adverse to the Parent Group or the SpinCo Group or their respective Affiliates and even though Prior Company Counsel may have represented the SpinCo Group in a matter substantially related to such disputeinformation. (d) For the avoidance of doubt, nothing in this Agreement shall constitute a waiver of, or obligate any Person to waive, any Privilege.

Privileged Information. (a) The parties acknowledge that Each Party acknowledges that: (i) each of Harbor and Spinco (and the members of the Parent Harbor Group and the Spinco Group, on the one hand, and members of the SpinCo Group, on the other hand, respectively) has or may possess documents or other information regarding the other Group that is obtain Privileged Information; (ii) there are or may be subject to a number of Litigation Matters affecting each or both of Harbor and Spinco; (iii) both Harbor and Spinco have a common legal interest in Litigation Matters, in the attorney-client privilege, Privileged Information and in the work product doctrine or common interest privilege (collectively, “Privileges”; and such documents and other information collectively, the “Privileged Information”). Each party agrees to use reasonable efforts to protect and maintain, and to cause their respective Affiliates to protect and maintain, any applicable claim to Privilege in order to prevent any preservation of the other party’s Privileged Information from being disclosed or used in a manner inconsistent with such Privilege without the other party’s consent. Without limiting the generality confidential status of the foregoing, the parties shall not, and shall direct their respective Affiliates not to, without the other party’s prior written consent, (i) waive any Privilege with respect to any of the other party’s Privileged Information, in each case relating to the pre-Distribution Spinco Business or Harbor Business or, in the case of the Spinco Group, relating to or arising in connection with the relationship among Harbor and its Subsidiaries on or prior to the Distribution Date; and (iiiv) fail to defend both Harbor and Spinco intend that the transactions contemplated hereby and by the Merger Agreement and the other Transaction Agreements and any Privilege with respect to transfer of Privileged Information in connection therewith shall not operate as a waiver of any such Privileged Information, or (iii) fail to take any other actions necessary to preserve any Privilege with respect to any such Privileged Informationpotentially applicable privilege. (b) Upon receipt by either party Each of Harbor and Spinco agrees, on behalf of itself and each member of the Group of which it is a member, not to disclose or otherwise waive any subpoena, discovery or other request that calls for the production or disclosure of privilege attaching to any Privileged Information relating to the pre-Distribution Spinco Business or Harbor Business, as applicable, or, in the case of the Spinco Group, relating to or arising in connection with the relationship among Harbor and its Subsidiaries on or prior to the Distribution Date, without providing prompt written notice to and obtaining the prior written consent of the other partyParty, such party shall promptly notify the other party of the existence of the request and shall provide the other party a reasonable opportunity to review the information and to assert any rights it may have under this Section 5.06 or otherwise to prevent the production or disclosure of such Privileged Information. Each party agrees that it shall not produce or disclose any information that may be covered by a Privilege of the party under this Section 5.06 unless (i) the other party has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld) , conditioned or (ii) delayed and shall not be withheld, conditioned or delayed if the other Party certifies that such disclosure is to be made in response to a likely threat of suspension or debarment or similar action; provided, that Spinco and Harbor shall not be required to give any such notice or obtain any such consent and may make such disclosure or waiver with respect to Privileged Information if such Privileged Information relates solely to the pre-Distribution Spinco Business or Harbor Business, respectively. In the event of a disagreement between any member of the Harbor Group and any member of the Spinco Group concerning the reasonableness of withholding such consent, no disclosure shall be made prior to a resolution of such disagreement by a court of competent jurisdiction has entered a finaljurisdiction, non-appealable order finding provided that the information is limitations in this sentence shall not entitled to protection under any applicable Privilegeapply in the case of disclosure required by Law and so certified as provided in the first sentence of this paragraph. (c) Each Upon any member of the Parent Harbor Group and or any member of the SpinCo Spinco Group covenants and agrees thatreceiving any subpoena or other compulsory disclosure notice from a court or other Governmental Authority which requests disclosure of Privileged Information, following in each case relating to pre-Distribution Spinco Business or Harbor Business, as applicable, or, in the Distribution Effective Timecase of the Spinco Group, any internal relating to or external legal counsel currently representing SpinCo Group (each a “Prior Company Counsel”) may serve as counsel to Parent Group and its Affiliates arising in connection with any matters arising under the relationship among Harbor and its Subsidiaries on or related to this Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, including with respect to any litigation, Claim or obligation arising out of or related to this Agreement or any Ancillary Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Distribution Effective TimeDate, the recipient of the notice shall (to the extent consent is required in connection with the disclosure of such Privileged Information under paragraph (b) of this Section) as promptly as practicable provide to the other Group (following the notice provisions set forth herein) a copy of such notice, the intended response, and all materials or information relating to the other Group that might be disclosed and the proposed date of disclosure. Parent Group and SpinCo Group hereby irrevocably (i) waive any Claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in In the event that of a dispute arises after disagreement as to the Distribution Effective Time between SpinCo intended response or disclosure, unless and its Affiliatesuntil the disagreement is resolved as provided in paragraph (b) of this Section, on the one handParties shall cooperate to assert all defenses to disclosure claimed by either such Party’s Group, and Parent shall not disclose any disputed documents or information until all legal defenses and its Affiliatesclaims of privilege have been finally determined, on the other hand, Prior Company Counsel may represent any member of the Parent Group and any Affiliates thereof in except as otherwise required by a court order requiring such dispute even though the interests of such Person(s) may be directly adverse to the Parent Group or the SpinCo Group or their respective Affiliates and even though Prior Company Counsel may have represented the SpinCo Group in a matter substantially related to such disputedisclosure. (d) For Notwithstanding anything to the avoidance contrary herein, this Section 8.2 shall not apply to Information referred to in clauses (x) and (y) of doubt, nothing in this Agreement shall constitute a waiver of, or obligate any Person to waive, any PrivilegeSection 8.1(c).

Privileged Information. (a) The parties acknowledge that members of the Parent Group, on the one hand, and members of the SpinCo Group, on the other hand, may possess documents or other information regarding the other Group that is or may be subject to the attorney-client privilege, the work product doctrine or common interest privilege (collectively, “Privileges”; and such documents and other information collectively, the “Privileged Information”). Each party Group agrees to use reasonable efforts to protect and maintain, and to cause their its respective Affiliates to protect and maintain, any applicable claim to Privilege in order to prevent any of the other partyGroup’s Privileged Information from being disclosed or used in a manner inconsistent with such Privilege without the other partyGroup’s consent. Without limiting the generality of the foregoing, the parties shall notneither Group shall, and shall direct their its respective Affiliates not to, without the other partyGroup’s prior written consent, (i) waive any Privilege with respect to any of the other partyGroup’s Privileged Information, (ii) fail to defend any Privilege with respect to any such Privileged Information, or (iii) fail to take any other actions necessary to preserve any Privilege with respect to any such Privileged Information. (b) Upon receipt by either party the Parent Group or the SpinCo Group of any subpoena, discovery or other request that calls for the production or disclosure of Privileged Information of the other partyGroup, such party Group shall promptly notify the other party Group of the existence of the request and shall provide the other party a reasonable opportunity to review the information and to assert any rights it may have under this Section 5.06 or otherwise to prevent the production or disclosure of such Privileged Information. Each party Group agrees that it shall not produce or disclose any information that may be covered by a Privilege of the party other Group under this Section 5.06 unless (i) the other party Group has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld) or (ii) a court of competent jurisdiction has entered a final, non-appealable order finding that the information is not entitled to protection under any applicable Privilege. (c) Each of the Parent Group and the SpinCo Group covenants and agrees that, following the Distribution Effective Time, any internal or external legal counsel currently representing SpinCo Group (each a “Prior Company Counsel”) may serve as counsel to Parent Group and its Affiliates in connection with any matters arising under or related to this Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, including with respect to any litigation, Claim or obligation arising out of or related to this Agreement or any Ancillary Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Distribution Effective Time. Parent Group and SpinCo Group hereby irrevocably (i) waive any Claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in the event that a dispute arises after the Distribution Effective Time between SpinCo and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand, Prior Company Counsel may represent any member of the Parent Group and any Affiliates thereof in such dispute even though the interests of such Person(s) may be directly adverse to the Parent Group or the SpinCo Group or their respective Affiliates and even though Prior Company Counsel may have represented the SpinCo Group in a matter substantially related to such dispute. (d) For the avoidance of doubt, nothing in this Agreement shall constitute a waiver of, or obligate any Person to waive, any Privilege.

Privileged Information. (a) The parties acknowledge that Each Party acknowledges that: (i) each of Verizon and Spinco (and the members of the Parent Verizon Group and the Spinco Group, on the one hand, and members of the SpinCo Group, on the other hand, respectively) has or may possess documents or other information regarding the other Group that is obtain Privileged Information; (ii) there are or may be subject to a number of Litigation Matters affecting each or both of Verizon and Spinco; (iii) both Verizon and Spinco have a common legal interest in Litigation Matters, in the attorney-client privilege, Privileged Information and in the work product doctrine or common interest privilege (collectively, “Privileges”; and such documents and other information collectively, the “Privileged Information”). Each party agrees to use reasonable efforts to protect and maintain, and to cause their respective Affiliates to protect and maintain, any applicable claim to Privilege in order to prevent any preservation of the other party’s Privileged Information from being disclosed or used in a manner inconsistent with such Privilege without the other party’s consent. Without limiting the generality confidential status of the foregoing, the parties shall not, and shall direct their respective Affiliates not to, without the other party’s prior written consent, (i) waive any Privilege with respect to any of the other party’s Privileged Information, in each case relating to the pre-Distribution Spinco Business or Verizon Business or, in the case of the Spinco Group, relating to or arising in connection with the relationship among Verizon and its Subsidiaries on or prior to the Distribution Date; and (iiiv) fail to defend both Verizon and Spinco intend that the transactions contemplated hereby and by the Merger Agreement and the other Transaction Agreements and any Privilege with respect to transfer of Privileged Information in connection therewith shall not operate as a waiver of any such Privileged Information, or (iii) fail to take any other actions necessary to preserve any Privilege with respect to any such Privileged Informationpotentially applicable privilege. (b) Upon receipt by either party Each of Verizon and Spinco agrees, on behalf of itself and each member of the Group of which it is a member, not to disclose or otherwise waive any subpoena, discovery or other request that calls for the production or disclosure of privilege attaching to any Privileged Information relating to the pre-Distribution Spinco Business or Verizon Business, as applicable, or, in the case of the Spinco Group, relating to or arising in connection with the relationship among Verizon and its Subsidiaries on or prior to the Distribution Date, without providing prompt written notice to and obtaining the prior written consent of the other partyParty, such party shall promptly notify the other party of the existence of the request and shall provide the other party a reasonable opportunity to review the information and to assert any rights it may have under this Section 5.06 or otherwise to prevent the production or disclosure of such Privileged Information. Each party agrees that it shall not produce or disclose any information that may be covered by a Privilege of the party under this Section 5.06 unless (i) the other party has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld) , conditioned or (ii) delayed and shall not be withheld, conditioned or delayed if the other Party certifies that such disclosure is to be made in response to a likely threat of suspension or debarment or similar action; provided, however, that Verizon and Spinco shall not be required to give any such notice or obtain any such consent and may make such disclosure or waiver with respect to Privileged Information if such Privileged Information relates solely to the pre-Distribution Spinco Business or Verizon Business, as applicable. In the event of a disagreement between any member of the Verizon Group and any member of the Spinco Group concerning the reasonableness of withholding such consent, no disclosure shall be made prior to a resolution of such disagreement by a court of competent jurisdiction has entered a finaljurisdiction, non-appealable order finding provided that the information is limitations in this sentence shall not entitled to protection under any applicable Privilegeapply in the case of disclosure required by Law and so certified as provided in the first sentence of this paragraph. (c) Each Upon any member of the Parent Verizon Group and or any member of the SpinCo Spinco Group covenants and agrees thatreceiving any subpoena or other compulsory disclosure notice from a court or other Governmental Authority which requests disclosure of Privileged Information, following in each case relating to pre-Distribution Spinco Business or Verizon Business, as applicable, or, in the Distribution Effective Timecase of the Spinco Group, any internal relating to or external legal counsel currently representing SpinCo Group (each a “Prior Company Counsel”) may serve as counsel to Parent Group and its Affiliates arising in connection with any matters arising under the relationship among Verizon and its Subsidiaries on or related to this Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, including with respect to any litigation, Claim or obligation arising out of or related to this Agreement or any Ancillary Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Distribution Effective TimeDate, the recipient of the notice shall (to the extent consent is required in connection with the disclosure of such Privileged Information under paragraph (b) of this Section) as promptly as practicable provide to the other Group (following the notice provisions set forth herein) a copy of such notice, the intended response, and all materials or information relating to the other Group that might be disclosed and the proposed date of disclosure. Parent Group and SpinCo Group hereby irrevocably (i) waive any Claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in In the event that of a dispute arises after disagreement as to the Distribution Effective Time between SpinCo intended response or disclosure, unless and its Affiliatesuntil the disagreement is resolved as provided in paragraph (b) of this Section, on the one handParties shall cooperate to assert all defenses to disclosure claimed by either Party’s Group, and Parent shall not disclose any disputed documents or information until all legal defenses and its Affiliatesclaims of privilege have been finally determined, on the other hand, Prior Company Counsel may represent any member of the Parent Group and any Affiliates thereof in except as otherwise required by a court order requiring such dispute even though the interests of such Person(s) may be directly adverse to the Parent Group or the SpinCo Group or their respective Affiliates and even though Prior Company Counsel may have represented the SpinCo Group in a matter substantially related to such disputedisclosure. (d) For the avoidance of doubt, nothing in this Agreement shall constitute a waiver of, or obligate any Person to waive, any Privilege.

Privileged Information. (a) The parties acknowledge that members of the Parent ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Group, on the one hand, and members of the SpinCo Discover Group, on the other hand, may possess documents or other information regarding the other Group that is or may be subject to the attorney-client privilege, the work product doctrine or common interest privilege (collectively, “Privileges”; and such documents and other information collectively, the “Privileged Information”). Each party agrees to use reasonable efforts to protect and maintain, and to cause their respective Affiliates to protect and maintain, any applicable claim to Privilege in order to prevent protect any of the other party’s Privileged Information from being disclosed or used in a manner inconsistent with such Privilege disclosure without the other party’s consent. Without limiting the generality of the foregoing, the parties shall not, and shall direct their respective Affiliates not toshall not, without the other party’s prior written consent, (i) waive any Privilege with respect to any of the other party’s Privileged Information, (ii) fail to defend any Privilege with respect to any such Privileged Information, or (iii) fail to take any other actions necessary to preserve any Privilege with respect to any such Privileged Information. (b) Upon receipt by either party of any subpoena, discovery or other request that calls for the production or disclosure of Privileged Information of the other party, such party shall promptly notify the other party of the existence of the request and shall provide the other party a reasonable opportunity to review the information and to assert any rights it may have under this Section 5.06 or otherwise to prevent the production or disclosure of such Privileged Information. Each party agrees that it shall will not produce or disclose any information that may be covered by a Privilege of the party under this Section 5.06 unless (i) the other party has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld) or (ii) a court of competent jurisdiction has entered a final, non-appealable nonappealable order finding that the information is not entitled to protection under any applicable Privilege. (c) Each of the Parent Group and the SpinCo Group covenants and agrees that, following the Distribution Effective Time, any internal or external legal counsel currently representing SpinCo Group (each a “Prior Company Counsel”) may serve as counsel to Parent Group and its Affiliates in connection with any matters arising under or related to this Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, including with respect to any litigation, Claim or obligation arising out of or related to this Agreement or any Ancillary Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Distribution Effective Time. Parent Group and SpinCo Group hereby irrevocably (i) waive any Claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in the event that a dispute arises after the Distribution Effective Time between SpinCo and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand, Prior Company Counsel may represent any member of the Parent Group and any Affiliates thereof in such dispute even though the interests of such Person(s) may be directly adverse to the Parent Group or the SpinCo Group or their respective Affiliates and even though Prior Company Counsel may have represented the SpinCo Group in a matter substantially related to such dispute. (d) For the avoidance of doubt, nothing in this Agreement shall constitute a waiver of, or obligate any Person to waive, any Privilege.

Privileged Information. (a) The parties Parties recognize that legal and other professional services that have been provided prior to the Distribution (whether by outside counsel, in-house counsel or other legal professionals) have been and will be rendered for the collective benefit of each of the members of the L Brands Group and the VS Group, and that, except as set forth in Section 4.07(f), each of the members of the L Brands Group and the VS Group shall be deemed to be the client with respect to such services for the purposes of asserting all attorney-client privilege, the work product doctrine or common interest privilege (collectively, “Privileges”) which may be asserted under Applicable Law in connection therewith. Except as set forth in Section 4.07(f), the Parties agree that they shall have a shared privilege or immunity with respect to all Privileges. The Parties hereto acknowledge that members of the Parent L Brands Group, on the one hand, and members of the SpinCo VS Group, on the other hand, may possess documents or other information regarding the other Group that is or may be subject to the attorney-client privilege, the work product doctrine or common interest privilege Privileges (collectively, “Privileges”; and such documents and other information collectively, the “Privileged Information”). Each party Party agrees to use commercially reasonable efforts to protect and maintain, and to cause their respective Affiliates to protect and maintain, any applicable claim to Privilege in order to prevent any of the other partyGroup’s Privileged Information from being disclosed or used in a manner inconsistent with such Privilege without the other partyParty’s consent, including by executing joint defense or common interest agreements where necessary or useful for this purpose. Without limiting the generality of the foregoing, the parties a Party and its Affiliates shall not, and shall direct their respective Affiliates not to, without the other partyParty’s prior written consent, (i) waive any Privilege with respect to any of the other partyParty’s or any member of its Group’s Privileged Information, (ii) fail to defend any Privilege with respect to any such Privileged Information, or (iii) fail to take any other actions reasonably necessary to preserve any Privilege with respect to any such Privileged Information. (b) Upon receipt by either party a Party or any member of such Party’s Group of any subpoena, discovery or other request that calls for the production or disclosure of Privileged Information of the other partyParty or a member of its Group, or if a Party has knowledge that its or a member of its Group’s directors, officers, employees or representatives have received such a subpoena, discovery or other request, such party Party shall promptly notify the other party Party of the existence of the request and shall provide the other party Party a reasonable opportunity to review the information and to assert any rights it or a member of its Group may have under this Section 5.06 4.07 or otherwise to prevent the production or disclosure of such Privileged Information. Each party Party agrees that neither it shall not nor any member of its Group will produce or disclose any information that may be covered by a Privilege of the party other Party or a member of its Group under this Section 5.06 4.07 unless (i) the other party Party has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld) or (ii) a court of competent jurisdiction has entered a final, non-appealable an order finding that the information is not entitled to protection under any applicable PrivilegePrivilege or otherwise requires disclosure of such information, in each case except as set forth in Section 4.07(f). (c) Any furnishing of, or access or transfer of, any information pursuant to this Agreement is made in reliance on the agreement of L Brands and VS set forth in this Section 4.07 and in Section 4.06 to maintain the confidentiality of Privileged Information and to assert and maintain all applicable privileges and immunities. The Parties agree that their respective rights to any access to information, witnesses and other Persons, the furnishing of notices and documents and other cooperative efforts between the Parties contemplated by this Agreement, and the transfer of Privileged Information between the Parties and members of their respective Groups as needed pursuant to this Agreement, shall not be deemed a waiver of any privilege that has been or may be asserted under this Agreement or otherwise. (d) In the event that any member of the L Brands Group and any member of the VS Group cooperate in the mutual defense of any Third Party Claim, such cooperation shall not constitute a waiver or qualification of such Party’s right to assert and defend any applicable claim to Privilege. (e) Each of the Parent L Brands Group and the SpinCo VS Group covenants and agrees that, following the Distribution Effective Time, ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP or any other internal or external legal counsel currently representing SpinCo the VS Group or any directors of the L Brands Group (each a “Prior Company Counsel”) may serve as counsel to Parent the L Brands Group and its Affiliates Affiliates, or, with the prior written consent of L Brands (not to be unreasonably withheld, conditioned or delayed), the VS Group and its Affiliates, in connection with any matters arising under or related to this Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, including with respect to any litigationAction, Claim claim or obligation arising out of or related to this Agreement or any Ancillary Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Distribution Effective Time. Parent Group and SpinCo The VS Group hereby irrevocably (i) waive waives any Claim they have claim the VS Group has or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant covenants and agree agrees that, in the event that a dispute arises after the Distribution Effective Time between SpinCo and the VS Group (or any of its Affiliates, on ) and the one hand, and Parent and L Brands Group (or any of its Affiliates, on the other hand), Prior Company Counsel may represent any member of the Parent L Brands Group and any Affiliates thereof in such dispute even though the interests of such Person(s) may be directly adverse to the Parent VS Group or the SpinCo Group or their respective Affiliates and even though Prior Company Counsel may have represented the SpinCo VS Group in a matter substantially related to such dispute. (df) For Notwithstanding anything to the avoidance of doubt, nothing contrary in this Section 4.07, in the event of any adversarial Action between any member of the L Brands Group, on the one hand, and any member of the VS Group on the other hand, related to the transactions contemplated by this Agreement or any Ancillary Agreement, L Brands shall constitute be entitled to control the assertion or waiver of all Privileges in connection with such matter and shall have the sole right to waive any Privilege in connection with such matter, without obtaining VS’s consent pursuant to Section 4.07(a); provided that such waiver of Privilege shall be effective only as to the use of information with respect to the Action between the Parties or the applicable members of their respective Groups related to the transactions contemplated by this Agreement or any Ancillary Agreement, and shall not operate as a waiver ofof the Privilege with respect to any Third Party. (g) Each of the VS Group and the L Brands Group hereby acknowledges and confirms that it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Section 4.07, including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section 4.07 is for the benefit of the L Brands Group, the VS Group and Prior Company Counsel, and the L Brands Group, VS Group and Prior Company Counsel are intended third party beneficiaries of this Section 4.07. This Section 4.07 shall be irrevocable, and no term of this Section 4.07 may be amended, waived or obligate any Person to waivemodified, any Privilegewithout the prior written consent of L Brands, VS and Prior Company Counsel. The covenants and obligations set forth in this Section 4.07 shall survive the Distribution Time indefinitely.

Privileged Information. (a) The parties Parties acknowledge that members of the Parent Real Estate Group, on the one hand, and members of the SpinCo Transportation Group, on the other hand, may possess documents or other information regarding the other Group that is or may be subject to the attorney-client privilege, the work product doctrine or common interest privilege (collectively, “Privileges”; and such documents and other information collectively, the “Privileged Information”). Each party Party agrees to use reasonable efforts to protect and maintain, and to cause their respective Affiliates to protect and maintain, any applicable claim Claim to Privilege in order to prevent any of the other partyGroup’s Privileged Information from being disclosed or used in a manner inconsistent with such Privilege without the other partyParty’s consent. Without limiting the generality of the foregoing, the parties a Party and its Affiliates shall not, and shall direct their respective Affiliates not to, without the other partyParty’s prior written consent, (i) waive any Privilege with respect to any of the other partyParty’s or any member of its Group’s Privileged Information, (ii) fail to defend any Privilege with respect to any such Privileged Information, or (iii) fail to take any other actions reasonably necessary to preserve any Privilege with respect to any such Privileged Information. (b) Upon receipt by either party a Party or any member of such Party’s Group of any subpoena, discovery or other request that calls for the production or disclosure of Privileged Information of the other partyParty or a member of its Group, such party Party shall promptly notify the other party Party of the existence of the request and shall provide the other party Party a reasonable opportunity to review the information and to assert any rights it or a member of its Group may have under this Section 5.06 5.7 or otherwise to prevent the production or disclosure of such Privileged Information. Each party Party agrees that neither it shall not nor any member of its Group will produce or disclose any information that may be covered by a Privilege of the party Party or a member of its Group under this Section 5.06 5.7 unless (i) the other party Party has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld) or (ii) a court of competent jurisdiction has entered a final, non-appealable an order finding that the information is not entitled to protection under any applicable Privilege. (c) Each of the Parent Group and the SpinCo Group covenants and agrees that, following the Distribution Effective Time, any internal Privilege or external legal counsel currently representing SpinCo Group (each a “Prior Company Counsel”) may serve as counsel to Parent Group and its Affiliates in connection with any matters arising under or related to this Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, including with respect to any litigation, Claim or obligation arising out of or related to this Agreement or any Ancillary Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Distribution Effective Time. Parent Group and SpinCo Group hereby irrevocably (i) waive any Claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in the event that a dispute arises after the Distribution Effective Time between SpinCo and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand, Prior Company Counsel may represent any member of the Parent Group and any Affiliates thereof in such dispute even though the interests requires disclosure of such Person(s) may be directly adverse to the Parent Group or the SpinCo Group or their respective Affiliates and even though Prior Company Counsel may have represented the SpinCo Group in a matter substantially related to such disputeinformation. (d) For the avoidance of doubt, nothing in this Agreement shall constitute a waiver of, or obligate any Person to waive, any Privilege.

Privileged Information. (a) The parties acknowledge Each Party recognizes that members of the Parent Group, on the one hand, it and members of its Group possess and will possess Privileged Information. The Parties agree: (i) Pluto shall be entitled, in perpetuity, to control the SpinCo assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to the Pluto Business and not to the Spinco Business, whether or not the Privileged Information is in the possession or under the control of any member of the Pluto Group or any member of the Spinco Group. Pluto shall also be entitled, on in perpetuity, to control the other hand, may possess documents assertion or other information regarding the other Group waiver of all privileges and immunities in connection with any Privileged Information that is relates solely to any Pluto Liabilities resulting from any Actions that are now pending or may be asserted in the future, whether or not the Privileged Information is in the possession or under the control of any member of the Pluto Group or any member of the Spinco Group; (ii) Spinco shall be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to the Spinco Business and not to the Pluto Business, whether or not the Privileged Information is in the possession or under the control of any member of the Spinco Group or any member of the Pluto Group. Spinco shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to any Spinco Liabilities resulting from any Actions that are now pending or may be asserted in the future, whether or not the Privileged Information is in the possession or under the control of any member of the Spinco Group or any member of the Pluto Group; and (iii) the Parties shall be jointly entitled to the Privilege with respect to all other Privileged Information, and, subject to the attorney-client privilegeremaining provisions of this Section 6.10, the work product doctrine or common interest privilege (collectivelyeach Party shall be entitled, “Privileges”; in perpetuity, to maintain, preserve and assert for its own benefit all such documents and other information collectively, the “Privileged Information”). Each party agrees to use reasonable efforts to protect and maintain, and to cause their respective Affiliates to protect and maintain, shall not knowingly waive or compromise any applicable claim to Privilege in order to prevent any associated with such Privileged Information without the prior written consent of the other party’s Party. (b) If the Parties do not agree as to whether certain information is Privileged Information, then such information shall be treated as Privileged Information, and the Party that believes that such information is Privileged Information from being disclosed shall be entitled to control the assertion or used waiver of all Privileges in connection with any such information unless the Parties otherwise agree. The Parties shall use the procedures set forth in Article VII to resolve any disputes as to whether any information relates solely to the Pluto Business, solely to the Spinco Business, or to both the Pluto Business and the Spinco Business. (c) If any Dispute arises between the Parties or any members of their respective Group regarding whether a manner inconsistent Privilege should be waived to protect or advance the interests of either Party and/or any member of their respective Group, each Party agrees that it shall (i) negotiate with such Privilege without the other party’s consent. Without limiting Party in good faith; (ii) endeavor to minimize any prejudice to the generality rights of the foregoingother Party; and (iii) not unreasonably withhold consent to any request for waiver by the other Party. Further, each Party specifically agrees that it shall not withhold its consent to the parties waiver of a Privilege for any purpose except in good faith to protect its own legitimate interests. (d) In the event of any adversarial Action or Dispute between Pluto and Spinco, or any members of their respective Groups, either Party may waive a Privilege in which the other Party or member of such other Party’s Group has a shared Privilege, without obtaining consent pursuant to Section 6.10(c); provided that such waiver of a shared Privilege shall notbe effective only as to the use of information with respect to the Action between the Parties and/or the applicable members of their respective Groups, and shall direct their respective Affiliates not to, without operate as a waiver of the other party’s prior written consent, (i) waive any shared Privilege with respect to any of the other party’s Privileged Information, (ii) fail to defend any Privilege with respect to any such Privileged Information, or (iii) fail to take any other actions necessary to preserve any Privilege with respect to any such Privileged InformationThird Party. (be) Upon receipt by either party Party, or by any member of its respective Group, of any subpoena, discovery or other request that calls for may reasonably be expected to result in the production or disclosure of Privileged Information subject to a shared Privilege or as to which another Party has the sole right hereunder to assert a Privilege, or if either Party obtains knowledge that any of its, or any member of its respective Group’s, current or former directors, officers, agents or employees have received any subpoena, discovery or other requests that may reasonably be expected to result in the other partyproduction or disclosure of such Privileged Information, such party Party shall promptly notify the other party Party of the existence of the request (which notice shall be delivered to such other Party no later than five (5) Business Days following the receipt of any such subpoena, discovery or other request) and shall provide the other party Party a reasonable opportunity to review the information Privileged Information and to assert any rights it or they may have under this Section 5.06 6.10 or otherwise to prevent the production or disclosure of such Privileged Information. Each party agrees that it shall not produce . (f) Any furnishing of, or disclose access or transfer of, any information that may be covered pursuant to this Agreement (including any transfer of Information or any agreement by a Privilege Party to permit the other Party to obtain information) are made in reliance on the agreement of the party under Parties set forth in Section 6.08, Section 6.09 and this Section 5.06 unless (i) 6.10, including their agreement to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. The Parties agree that their respective rights to any access to information, witnesses and other party has provided its written consent Persons, the furnishing of notices and documents and other cooperative efforts between the Parties contemplated by this Agreement, and the transfer of Privileged Information between the Parties and members of their respective Groups pursuant to such production or disclosure (which consent this Agreement, shall not be unreasonably withheld) deemed a waiver of any Privilege that has been or (ii) a court of competent jurisdiction has entered a final, non-appealable order finding that the information is not entitled to protection may be asserted under any applicable Privilegethis Agreement or otherwise. (cg) Each of the Parent Group and the SpinCo Group covenants and agrees that, following the Distribution Effective Time, any internal or external legal counsel currently representing SpinCo Group (each a “Prior Company Counsel”) may serve as counsel to Parent Group and its Affiliates in In connection with any matters arising under or related to this Agreement or the transactions matter contemplated by Section 6.08, Section 6.09 and this Agreement or any Ancillary AgreementSection 6.10, the Parties agree to, and shall cause the applicable members of their Group to, use commercially reasonable efforts to maintain their respective separate and joint Privileges, including with respect to any litigation, Claim by executing a mutually acceptable joint defense agreement and/or common interest agreements where necessary or obligation arising out of or related to useful for this Agreement or any Ancillary Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Distribution Effective Time. Parent Group and SpinCo Group hereby irrevocably (i) waive any Claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in the event that a dispute arises after the Distribution Effective Time between SpinCo and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand, Prior Company Counsel may represent any member of the Parent Group and any Affiliates thereof in such dispute even though the interests of such Person(s) may be directly adverse to the Parent Group or the SpinCo Group or their respective Affiliates and even though Prior Company Counsel may have represented the SpinCo Group in a matter substantially related to such disputepurpose. (d) For the avoidance of doubt, nothing in this Agreement shall constitute a waiver of, or obligate any Person to waive, any Privilege.

Privileged Information. (a) The parties acknowledge that members of the Parent ADS Group, on the one hand, and members of the SpinCo Loyalty Ventures Group, on the other hand, may possess documents or other information regarding the other Group that is or may be subject to the attorney-client privilege, the work product doctrine or common interest privilege (collectively, “Privileges”; and such documents and other information collectively, the “Privileged Information”). Each party agrees to use commercially reasonable efforts to protect and maintain, and to cause their respective Affiliates to protect and maintain, any applicable claim to Privilege in order to prevent any of the other partyGroup’s Privileged Information from being disclosed or used in a manner inconsistent with such Privilege without the other party’s consent. Without limiting the generality of the foregoing, the parties a party and its Affiliates shall not, and shall direct their respective Affiliates not to, without the other party’s prior written consent, (i) waive any Privilege with respect to any of the other party’s or any member of its Group’s Privileged Information, (ii) fail to defend any Privilege with respect to any such Privileged Information, or (iii) fail to take any other actions reasonably necessary to preserve any Privilege with respect to any such Privileged Information. (b) Upon receipt by either a party or any member of such party’s Group of any subpoena, discovery or other request that calls for the production or disclosure of Privileged Information of the other partyparty or a member of its Group, such party shall promptly notify the other party of the existence of the request and shall provide the other party a reasonable opportunity to review the information and to assert any rights it or a member of its Group may have under this Section 5.06 4.07 or otherwise to prevent the production or disclosure of such Privileged Information. Each party agrees that neither it shall not nor any member of its Group will produce or disclose any information that may be covered by a Privilege of the other party or a member of its Group under this Section 5.06 4.07 unless (i) the other party has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld) or (ii) a court of competent jurisdiction has entered a final, non-appealable an order finding that the information is not entitled to protection under any applicable PrivilegePrivilege or otherwise requires disclosure of such information. (c) In the event that any member of the ADS Group and any member of the Loyalty Ventures Group cooperate in the mutual defense of any Third Party Claim, such cooperation shall not constitute a waiver or qualification of such party’s right to assert and defend any applicable claim to Privilege. (d) Each of the Parent ADS Group and the SpinCo Loyalty Ventures Group covenants and agrees that, following the Distribution Effective Time, ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP or any other internal or external legal counsel currently representing SpinCo the Loyalty Ventures Group (each a “Prior Company Counsel”) may serve as counsel to Parent the ADS Group and its Affiliates in connection with any matters arising under or related to this Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, including with respect to any litigation, Claim or obligation arising out of or related to this Agreement or any Ancillary Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Distribution Effective Time. Parent The ADS Group and SpinCo the Loyalty Ventures Group hereby irrevocably (i) waive any Claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in the event that a dispute arises after the Distribution Effective Time between SpinCo and the Loyalty Ventures Group (or any of its Affiliates, on ) and the one hand, and Parent and ADS Group (or any of its Affiliates, on the other hand), Prior Company Counsel may represent any member of the Parent ADS Group and any Affiliates thereof in such dispute even though the interests of such Person(s) may be directly adverse to the Parent Loyalty Ventures Group or the SpinCo Group or their respective Affiliates and even though Prior Company Counsel may have represented the SpinCo Loyalty Ventures Group in a matter substantially related to such dispute. (e) All communications between members of the ADS Group, on the one hand, and Prior Company Counsel, on the other hand, related to the transactions contemplated by this Agreement or any Ancillary Agreement shall be deemed to be attorney-client confidences that belong solely to such members of the ADS Group or the Prior Company Counsel (the “Pre-Distribution Time Communications”). Accordingly, the Loyalty Ventures Group shall not have access to any such Pre-Distribution Time Communications or to the files of Prior Company Counsel relating to such engagement related to the transactions contemplated hereby from and after the Distribution Time, and all books, records and other materials of the Loyalty Ventures Group in any medium (including electronic copies) containing or reflecting any of the Pre-Distribution Time Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby assigned and transferred to the ADS Group effective as of the Distribution Time (collectively, the “ADS Group Privileged Materials”). The ADS Group may cause all of the ADS Group Privileged Materials to be distributed to the ADS Group immediately prior to the Distribution Time with no copies thereof retained by the Loyalty Ventures Group or its respective representatives, and all such distributed ADS Group Privileged Materials shall be excluded from the transactions contemplated by this Agreement and each Ancillary Agreement. From and after the Distribution Time, in the event that any member of the Loyalty Ventures Group shall possess any ADS Group Privileged Materials, such member of the Loyalty Ventures Group shall promptly cause such ADS Group Privileged Materials to be distributed to the ADS Group in accordance with this Section 4.07(e) or destroyed, at the election of Loyalty Ventures. In addition, from and after the Distribution Time, (i) the Loyalty Ventures Group and its representatives shall maintain the confidentiality of the ADS Group Privileged Materials and (ii) none of the members of the Loyalty Ventures Group or their respective representatives shall access or in any way, directly or indirectly, use or rely upon any ADS Group Privileged Materials (whether or not distributed to the ADS Group prior to the Distribution Time in accordance with this Section 4.07(e)). To the extent that any ADS Group Privileged Materials are not delivered to the ADS Group, the Loyalty Ventures Group agrees not to assert a waiver of any applicable Privilege or protection with respect to such materials. Without limiting the generality of the foregoing, from and after the Distribution Time, (a) the ADS Group shall be the sole holders of the Privileges with respect to the ADS Group Privileged Materials, and no member of the Loyalty Ventures Group shall be a holder thereof, (b) to the extent that files of Prior Company Counsel in respect of ADS Group Privileged Materials constitute property of the client, only the ADS Group shall hold such property rights, (c) Prior Company Counsel shall have no duty whatsoever to reveal or disclose any ADS Group Privileged Materials to the Loyalty Ventures Group by reason of any attorney-client relationship between Prior Company Counsel and the Loyalty Ventures Group and (d) For after the avoidance Distribution Date, all communications between members of doubtthe Loyalty Ventures Group, nothing on the one hand, and any attorneys retained by any member of the Loyalty Ventures Group, on the other hand, shall be deemed to be attorney-client confidences that belong solely to such members of the Loyalty Ventures Group or such attorneys. Each of the Loyalty Ventures Group and the ADS Group hereby acknowledges and confirms that it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Section 4.07(e), including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section 4.07(e) is for the benefit of the ADS Group and Prior Company Counsel, and the ADS Group and Prior Company Counsel are intended third party beneficiaries of this Section 4.07(e). This Section 4.07(e) shall be irrevocable, and no term of this Section 4.07(e) may be amended, waived or modified, without the prior written consent of the ADS Group and Prior Company Counsel. The covenants and obligations set forth in this Agreement Section 4.07(e) shall constitute a waiver of, or obligate any Person to waive, any Privilegesurvive for ten (10) years following the Distribution Time.

Privileged Information. (a) The parties acknowledge that Each Party acknowledges that: (i) each of IP and Spinco (and the members of the Parent IP Group and the Spinco Group, on the one hand, and members of the SpinCo Group, on the other hand, respectively) has or may possess documents or other information regarding the other Group that is obtain Privileged Information; (ii) there are or may be subject to a number of Litigation Matters affecting each or both of IP and Spinco; (iii) both IP and Spinco have a common legal interest in Litigation Matters, in the attorney-client privilege, Privileged Information and in the work product doctrine or common interest privilege (collectively, “Privileges”; and such documents and other information collectively, the “Privileged Information”). Each party agrees to use reasonable efforts to protect and maintain, and to cause their respective Affiliates to protect and maintain, any applicable claim to Privilege in order to prevent any preservation of the other party’s Privileged Information from being disclosed or used in a manner inconsistent with such Privilege without the other party’s consent. Without limiting the generality confidential status of the foregoing, the parties shall not, and shall direct their respective Affiliates not to, without the other party’s prior written consent, (i) waive any Privilege with respect to any of the other party’s Privileged Information, in each case relating to the pre-Distribution Spinco Business or IP Business or, in the case of the Spinco Group, relating to or arising in connection with the relationship among IP and its Subsidiaries on or prior to the Distribution Date; and (iiiv) fail to defend both IP and Spinco intend that the transactions contemplated hereby and by the Merger Agreement and the other Transaction Agreements and any Privilege with respect to transfer of Privileged Information in connection therewith shall not operate as a waiver of any such Privileged Information, or (iii) fail to take any other actions necessary to preserve any Privilege with respect to any such Privileged Informationpotentially applicable privilege. (b) Upon receipt by either party Each of IP and Spinco agrees, on behalf of itself and each member of the Group of which it is a member, not to disclose or otherwise waive any subpoena, discovery or other request that calls for the production or disclosure of privilege attaching to any Privileged Information relating to the pre-Distribution Spinco Business or IP Business, as applicable, or, in the case of the Spinco Group, relating to or arising in connection with the relationship among IP and its Subsidiaries on or prior to the Distribution Date, without providing prompt written notice to and obtaining the prior written consent of the other partyParty, such party shall promptly notify the other party of the existence of the request and shall provide the other party a reasonable opportunity to review the information and to assert any rights it may have under this Section 5.06 or otherwise to prevent the production or disclosure of such Privileged Information. Each party agrees that it shall not produce or disclose any information that may be covered by a Privilege of the party under this Section 5.06 unless (i) the other party has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld) , conditioned or (ii) delayed and shall not be withheld, conditioned or delayed if the other Party certifies that such disclosure is to be made in response to a likely threat of suspension or debarment or similar action; provided, that Spinco and IP shall not be required to give any such notice or obtain any such consent and may make such disclosure or waiver with respect to Privileged Information if such Privileged Information relates solely to the pre-Distribution Spinco Business or IP Business, respectively. In the event of a disagreement between any member of the IP Group and any member of the Spinco Group concerning the reasonableness of withholding such consent, no disclosure shall be made prior to a resolution of such disagreement by a court of competent jurisdiction has entered a finaljurisdiction, non-appealable order finding provided that the information is limitations in this sentence shall not entitled to protection under any applicable Privilegeapply in the case of disclosure required by Law and so certified as provided in the first sentence of this paragraph. (c) Each Upon any member of the Parent IP Group and or any member of the SpinCo Spinco Group covenants and agrees thatreceiving any subpoena or other compulsory disclosure notice from a court or other Governmental Authority which requests disclosure of Privileged Information, following in each case relating to pre-Distribution Spinco Business or IP Business, as applicable, or, in the Distribution Effective Timecase of the Spinco Group, any internal relating to or external legal counsel currently representing SpinCo Group (each a “Prior Company Counsel”) may serve as counsel to Parent Group and its Affiliates arising in connection with any matters arising under the relationship among IP and its Subsidiaries on or related to this Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, including with respect to any litigation, Claim or obligation arising out of or related to this Agreement or any Ancillary Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Distribution Effective TimeDate, the recipient of the notice shall (to the extent consent is required in connection with the disclosure of such Privileged Information under paragraph (b) of this Section) as promptly as practicable provide to the other Group (following the notice provisions set forth herein) a copy of such notice, the intended response, and all materials or information relating to the other Group that might be disclosed and the proposed date of disclosure. Parent Group and SpinCo Group hereby irrevocably (i) waive any Claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in In the event that of a dispute arises after disagreement as to the Distribution Effective Time between SpinCo intended response or disclosure, unless and its Affiliatesuntil the disagreement is resolved as provided in paragraph (b) of this Section, on the one handParties shall cooperate to assert all defenses to disclosure claimed by either such Party’s Group, and Parent shall not disclose any disputed documents or information until all legal defenses and its Affiliatesclaims of privilege have been finally determined, on the other hand, Prior Company Counsel may represent any member of the Parent Group and any Affiliates thereof in except as otherwise required by a court order requiring such dispute even though the interests of such Person(s) may be directly adverse to the Parent Group or the SpinCo Group or their respective Affiliates and even though Prior Company Counsel may have represented the SpinCo Group in a matter substantially related to such disputedisclosure. (d) For the avoidance of doubt, nothing in this Agreement shall constitute a waiver of, or obligate any Person to waive, any Privilege.

Privileged Information. (a) The parties acknowledge that members of the Parent ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Group, on the one hand, and members of the SpinCo Discover Group, on the other hand, may possess documents or other information regarding the other Group that is or may be subject to the attorney-client privilege, the work product doctrine or common interest privilege (collectively, “Privileges”; and such documents and other information collectively, the “Privileged Information”). Each party agrees to use reasonable efforts to protect and maintain, and to cause their respective Affiliates to protect and maintain, any applicable claim to Privilege in order to prevent any of the other party’s Privileged Information from being disclosed or used in a manner inconsistent with such Privilege without the other party’s consent. Without limiting the generality of the foregoing, the parties shall not, and shall direct their respective Affiliates not toshall not, without the other party’s prior written consent, (i) waive any Privilege with respect to any of the other party’s Privileged Information, (ii) fail to defend any Privilege with respect to any such Privileged Information, or (iii) fail to take any other actions necessary to preserve any Privilege with respect to any such Privileged Information. (b) Upon receipt by either party of any subpoena, discovery or other request that calls for the production or disclosure of Privileged Information of the other party, such party shall promptly notify the other party of the existence of the request and shall provide the other party a reasonable opportunity to review the information and to assert any rights it may have under this Section 5.06 or otherwise to prevent the production or disclosure of such Privileged Information. Each party agrees that it shall will not produce or disclose any information that may be covered by a Privilege of the party under this Section 5.06 unless (i) the other party has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld) or (ii) a court of competent jurisdiction has entered a final, non-appealable nonappealable order finding that the information is not entitled to protection under any applicable Privilege. (c) Each of the Parent Group and the SpinCo Group covenants and agrees that, following the Distribution Effective Time, any internal or external legal counsel currently representing SpinCo Group (each a “Prior Company Counsel”) may serve as counsel to Parent Group and its Affiliates in connection with any matters arising under or related to this Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, including with respect to any litigation, Claim or obligation arising out of or related to this Agreement or any Ancillary Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Distribution Effective Time. Parent Group and SpinCo Group hereby irrevocably (i) waive any Claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in the event that a dispute arises after the Distribution Effective Time between SpinCo and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand, Prior Company Counsel may represent any member of the Parent Group and any Affiliates thereof in such dispute even though the interests of such Person(s) may be directly adverse to the Parent Group or the SpinCo Group or their respective Affiliates and even though Prior Company Counsel may have represented the SpinCo Group in a matter substantially related to such dispute. (d) For the avoidance of doubt, nothing in this Agreement shall constitute a waiver of, or obligate any Person to waive, any Privilege.

Privileged Information. (a) The parties acknowledge that Each party hereto acknowledges that: (i) each of Verizon and Spinco (and the members of the Parent Verizon Group and the Spinco Group, on respectively) has or may obtain Privileged Information; (ii) there are and/or may be a number of Litigation Matters affecting each or both of Verizon and Spinco; (iii) both Verizon and Spinco have a common legal interest in Litigation Matters, in the one hand, Privileged Information and members in the preservation of the SpinCo Group, on the other hand, may possess documents or other information regarding the other Group that is or may be subject to the attorney-client privilege, the work product doctrine or common interest privilege (collectively, “Privileges”; and such documents and other information collectively, the “Privileged Information”). Each party agrees to use reasonable efforts to protect and maintain, and to cause their respective Affiliates to protect and maintain, any applicable claim to Privilege in order to prevent any confidential status of the other party’s Privileged Information from being disclosed or used in a manner inconsistent with such Privilege without the other party’s consent. Without limiting the generality of the foregoing, the parties shall not, and shall direct their respective Affiliates not to, without the other party’s prior written consent, (i) waive any Privilege with respect to any of the other party’s Privileged Information, in each case relating to the pre-Distribution Spinco Business or Verizon Business or, in the case of the Spinco Group, relating to or arising in connection with the relationship among Verizon and its Subsidiaries on or prior to the Distribution Date; and (iiiv) fail to defend both Verizon and Spinco intend that the transactions contemplated hereby and by the Merger Agreement and the other Transaction Agreements and any Privilege with respect to transfer of Privileged Information in connection therewith shall not operate as a waiver of any such Privileged Information, or (iii) fail to take any other actions necessary to preserve any Privilege with respect to any such Privileged Informationpotentially applicable privilege. (b) Upon receipt by either party Each of Verizon and Spinco agrees, on behalf of itself and each member of the Group of which it is a member, not to disclose or otherwise waive any subpoena, discovery or other request that calls for the production or disclosure of privilege attaching to any Privileged Information relating to the pre-Distribution Spinco Business or Verizon Business, as applicable, or, in the case of the other partySpinco Group, such party shall promptly notify relating to or arising in connection with the other party relationship among Verizon and its Subsidiaries on or prior to the Distribution Date, without providing prompt written notice to and obtaining the prior written consent of the existence of the request and shall provide the other party a reasonable opportunity to review the information and to assert any rights it may have under this Section 5.06 or otherwise to prevent the production or disclosure of such Privileged Information. Each party agrees that it shall not produce or disclose any information that may be covered by a Privilege of the party under this Section 5.06 unless (i) the other party has provided its written consent to such production or disclosure (other, which consent shall not be unreasonably withheld) , conditioned or (ii) delayed and shall not be withheld, conditioned or delayed if the other party certifies that such disclosure is to be made in response to a likely threat of suspension or debarment or similar action; provided, however, that Verizon and Spinco shall not be required to give any such notice or obtain any such consent and may make such disclosure or waiver with respect to Privileged Information if such Privileged Information relates solely to the pre-Distribution Spinco Business or Verizon Business, as applicable. In the event of a disagreement between any member of the Verizon Group and any member of the Spinco Group concerning the reasonableness of withholding such consent, no disclosure shall be made prior to a resolution of such disagreement by a court of competent jurisdiction has entered a finaljurisdiction, non-appealable order finding provided that the information is limitations in this sentence shall not entitled to protection under any applicable Privilegeapply in the case of disclosure required by law and so certified as provided in the first sentence of this paragraph. (c) Each Upon any member of the Parent Verizon Group and or any member of the SpinCo Spinco Group covenants and agrees thatreceiving any subpoena or other compulsory disclosure notice from a court, following other governmental agency or otherwise which requests disclosure of Privileged Information, in each case relating to pre-Distribution Spinco Business or Verizon Business, as applicable, or, in the Distribution Effective Timecase of the Spinco Group, any internal relating to or external legal counsel currently representing SpinCo Group (each a “Prior Company Counsel”) may serve as counsel to Parent Group and its Affiliates arising in connection with any matters arising under the relationship among Verizon and its Subsidiaries on or related to this Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, including with respect to any litigation, Claim or obligation arising out of or related to this Agreement or any Ancillary Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Distribution Effective TimeDate, the recipient of the notice shall as promptly as practicable provide to the other Group (following the notice provisions set forth herein) a copy of such notice, the intended response, and all materials or information relating to the other Group that might be disclosed and the proposed date of disclosure. Parent Group and SpinCo Group hereby irrevocably (i) waive any Claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in In the event that of a dispute arises after disagreement as to the Distribution Effective Time between SpinCo intended response or disclosure, unless and its Affiliatesuntil the disagreement is resolved as provided in paragraph (b) of this Section, on the one handparties shall cooperate to assert all defenses to disclosure claimed by either party’s Group, and Parent shall not disclose any disputed documents or information until all legal defenses and its Affiliatesclaims of privilege have been finally determined, on the other hand, Prior Company Counsel may represent any member of the Parent Group and any Affiliates thereof in except as otherwise required by a court order requiring such dispute even though the interests of such Person(s) may be directly adverse to the Parent Group or the SpinCo Group or their respective Affiliates and even though Prior Company Counsel may have represented the SpinCo Group in a matter substantially related to such disputedisclosure. (d) For the avoidance of doubt, nothing in this Agreement shall constitute a waiver of, or obligate any Person to waive, any Privilege.

Privileged Information. (a) The parties acknowledge that members of the Parent M▇▇▇▇▇ Oil Group, on the one hand, and members of the SpinCo M▇▇▇▇▇ USA Group, on the other hand, may possess documents or other information regarding the other Group that is or may be subject to the attorney-client privilege, the work product doctrine or common interest privilege (collectively, “Privileges”; and such documents and other information collectively, the “Privileged Information”). Each party agrees to use reasonable efforts to protect and maintain, and to cause their respective Affiliates to protect and maintain, any applicable claim to Privilege in order to prevent any of the other partyGroup’s Privileged Information from being disclosed or used in a manner inconsistent with such Privilege without the other party’s consent. Without limiting the generality of the foregoing, the parties a party and its Affiliates shall not, and shall direct their respective Affiliates not to, without the other party’s prior written consent, (i) waive any Privilege with respect to any of the other party’s or any member of its Group’s Privileged Information, (ii) fail to defend any Privilege with respect to any such Privileged Information, or (iii) fail to take any other actions reasonably necessary to preserve any Privilege with respect to any such Privileged Information. (b) Upon receipt by either a party or any member of such party’s Group of any subpoena, discovery or other request that calls for the production or disclosure of Privileged Information of the other partyparty or a member of its Group, such party shall promptly notify the other party of the existence of the request and shall provide the other party a reasonable opportunity to review the information and to assert any rights it or a member of its Group may have under this Section 5.06 5.07 or otherwise to prevent the production or disclosure of such Privileged Information. Each party agrees that neither it shall not nor any member of its Group will produce or disclose any information that may be covered by a Privilege of the party or a member of its Group under this Section 5.06 5.07 unless (i) the other party has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld) or (ii) a court of competent jurisdiction has entered a final, non-appealable an order finding that the information is not entitled to protection under any applicable Privilege. (c) Each of the Parent Group and the SpinCo Group covenants and agrees that, following the Distribution Effective Time, any internal Privilege or external legal counsel currently representing SpinCo Group (each a “Prior Company Counsel”) may serve as counsel to Parent Group and its Affiliates in connection with any matters arising under or related to this Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, including with respect to any litigation, Claim or obligation arising out of or related to this Agreement or any Ancillary Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Distribution Effective Time. Parent Group and SpinCo Group hereby irrevocably (i) waive any Claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in the event that a dispute arises after the Distribution Effective Time between SpinCo and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand, Prior Company Counsel may represent any member of the Parent Group and any Affiliates thereof in such dispute even though the interests requires disclosure of such Person(s) may be directly adverse to the Parent Group or the SpinCo Group or their respective Affiliates and even though Prior Company Counsel may have represented the SpinCo Group in a matter substantially related to such disputeinformation. (d) For the avoidance of doubt, nothing in this Agreement shall constitute a waiver of, or obligate any Person to waive, any Privilege.

Privileged Information. (a) The parties acknowledge that members of the Parent Masco Group, on the one hand, and members of the SpinCo TopBuild Group, on the other hand, may possess documents or other information regarding the other Group that is or may be subject to the attorney-client privilege, the work product doctrine or common interest privilege (collectively, “Privileges”; and such documents and other information collectively, the “Privileged Information”). Each party agrees to use reasonable efforts to protect and maintain, and to cause their respective Affiliates to protect and maintain, any applicable claim to Privilege in order to prevent any of the other partyGroup’s Privileged Information from being disclosed or used in a manner inconsistent with such Privilege without the other party’s consent. Without limiting the generality of the foregoing, the parties a party and its Affiliates shall not, and shall direct their respective Affiliates not to, without the other party’s prior written consent, (i) waive any Privilege with respect to any of the other party’s or any member of its Group’s Privileged Information, (ii) fail to defend any Privilege with respect to any such Privileged Information, or (iii) fail to take any other actions reasonably necessary to preserve any Privilege with respect to any such Privileged Information. (b) Upon receipt by either a party or any member of such party’s Group of any subpoena, discovery or other request that calls for the production or disclosure of Privileged Information of the other partyparty or a member of its Group, such party shall promptly notify the other party of the existence of the request and shall provide the other party a reasonable opportunity to review the information and to assert any rights it or a member of its Group may have under this Section 5.06 5.07 or otherwise to prevent the production or disclosure of such Privileged Information. Each party agrees that neither it shall not nor any member of its Group will produce or disclose any information that may be covered by a Privilege of the party or a member of its Group under this Section 5.06 5.07 unless (i) the other party has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld) or (ii) a court of competent jurisdiction has entered a final, non-appealable an order finding that the information is not entitled to protection under any applicable PrivilegePrivilege or otherwise requires disclosure of such information. (c) In the event that any member of the Masco Group and any member of the TopBuild Group cooperate in the mutual defense of any Third Party Claim, such cooperation shall not constitute a waiver or qualification of such Party’s right to assert and defend any applicable claim to Privilege. (d) Each of the Parent Masco Group and the SpinCo TopBuild Group covenants and agrees that, following the Distribution Effective Time, ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP or any other internal or external legal counsel currently representing SpinCo TopBuild Group (each a “Prior Company Counsel”) may serve as counsel to Parent Masco Group and its Affiliates in connection with any matters arising under or related to this Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, including with respect to any litigation, Claim or obligation arising out of or related to this Agreement or any Ancillary Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Distribution Effective Time. Parent Masco Group and SpinCo TopBuild Group hereby irrevocably (i) waive any Claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in the event that a dispute arises after the Distribution Effective Time between SpinCo TopBuild Group and Masco Group (together with its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand), Prior Company Counsel may represent any member of the Parent Masco Group and any Affiliates thereof in such dispute even though the interests of such Person(s) may be directly adverse to the Parent Masco Group or the SpinCo TopBuild Group or their respective Affiliates and even though Prior Company Counsel may have represented the SpinCo TopBuild Group in a matter substantially related to such dispute. (e) All communications between members of Masco Group, on the one hand, and Prior Company Counsel, on the other hand, related to the transactions contemplated by this Agreement or any Ancillary Agreement shall be deemed to be attorney-client confidences that belong solely to such members of Masco Group or the Prior Company Counsel (the “Pre-Distribution Time Communications”). Accordingly, TopBuild Group shall not have access to any such Pre-Distribution Time Communications or to the files of Prior Company Counsel relating to such engagement related to the transactions contemplated hereby from and after the Distribution Time, and all books, records and other materials of TopBuild Group in any medium (including electronic copies) containing or reflecting any of the Pre-Distribution Time Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby assigned and transferred to Masco Group effective as of the Distribution Time (collectively, the “Masco Group Privileged Materials”). Masco Group may cause all of the Masco Group Privileged Materials to be distributed to Masco Group immediately prior to the Distribution Time with no copies thereof retained by the TopBuild Group or its respective representatives, and all such distributed Masco Group Privileged Materials shall be excluded from the transactions contemplated by this Agreement and each Ancillary Agreement. From and after the Distribution Time, TopBuild Group and its representatives shall maintain the confidentiality of the Masco Group Privileged Materials. From and after the Distribution Time, none of TopBuild Group and its representatives shall access or in any way, directly or indirectly, use or rely upon any Masco Group Privileged Materials (whether or not distributed to Masco Group prior to the Distribution Time in accordance with this Section 5.07(e)). To the extent that any Masco Group Privileged Materials are not delivered to Masco Group, TopBuild Group agrees not to assert a waiver of any applicable privilege or protection with respect to such materials. Without limiting the generality of the foregoing, from and after the Distribution Time, (a) Masco Group shall be the sole holders of the Privileges with respect to the Masco Group Privileged Materials, and no member of TopBuild Group shall be a holder thereof, (b) to the extent that files of Prior Company Counsel in respect of Masco Group Privileged Materials constitute property of the client, only Masco Group shall hold such property rights, (c) Prior Company Counsel shall have no duty whatsoever to reveal or disclose any Masco Group Privileged Materials to TopBuild Group by reason of any attorney-client relationship between Prior Company Counsel and TopBuild Group and (d) For after the avoidance Distribution Date, all communications between members of doubtthe TopBuild Group, nothing in on the one hand, and any attorneys retained by any member of the TopBuild Group, on the other hand, shall be deemed to be attorney-client confidences that belong solely to such members of the TopBuild Group or such attorneys. Each of TopBuild Group and Masco Group hereby acknowledges and confirms that it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Agreement shall constitute a waiver ofSection 5.07(e), or obligate any Person including the opportunity to waive, any Privilege.discuss with counsel such matters and reasonable alternatives to such terms. This Section

Privileged Information. (a) The parties acknowledge that Each Party acknowledges that: (i) each of Verizon and Spinco (and the members of the Parent Verizon Group and the Spinco Group, on the one hand, and members of the SpinCo Group, on the other hand, respectively) has or may possess documents or other information regarding the other Group that is obtain Privileged Information; (ii) there are or may be subject to a number of Litigation Matters affecting each or both of Verizon and Spinco; (iii) both Verizon and Spinco have a common legal interest in Litigation Matters, in the attorney-client privilege, Privileged Information and in the work product doctrine or common interest privilege (collectively, “Privileges”; and such documents and other information collectively, the “Privileged Information”). Each party agrees to use reasonable efforts to protect and maintain, and to cause their respective Affiliates to protect and maintain, any applicable claim to Privilege in order to prevent any preservation of the other party’s Privileged Information from being disclosed or used in a manner inconsistent with such Privilege without the other party’s consent. Without limiting the generality confidential status of the foregoing, the parties shall not, and shall direct their respective Affiliates not to, without the other party’s prior written consent, (i) waive any Privilege with respect to any of the other party’s Privileged Information, in each case relating to the pre-Distribution Spinco Business or Verizon Business or, in the case of the Spinco Group, relating to or arising in connection with the relationship among Verizon and its Subsidiaries on or prior to the Distribution Date; and (iiiv) fail to defend both Verizon and Spinco intend that the transactions contemplated hereby and by the Merger Agreement and the other Transaction Agreements and any Privilege with respect to transfer of Privileged Information in connection therewith shall not operate as a waiver of any such Privileged Information, or (iii) fail to take any other actions necessary to preserve any Privilege with respect to any such Privileged Informationpotentially applicable privilege. (b) Upon receipt by either party Each of Verizon and Spinco agrees, on behalf of itself and each member of the Group of which it is a member, not to disclose or otherwise waive any subpoena, discovery or other request that calls for the production or disclosure of privilege attaching to any Privileged Information relating to the pre- Distribution Spinco Business or Verizon Business, as applicable, or, in the case of the Spinco Group, relating to or arising in connection with the relationship among Verizon and its Subsidiaries on or prior to the Distribution Date, without providing prompt written notice to and obtaining the prior written consent of the other partyParty, such party shall promptly notify the other party of the existence of the request and shall provide the other party a reasonable opportunity to review the information and to assert any rights it may have under this Section 5.06 or otherwise to prevent the production or disclosure of such Privileged Information. Each party agrees that it shall not produce or disclose any information that may be covered by a Privilege of the party under this Section 5.06 unless (i) the other party has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld) , conditioned or (ii) delayed and shall not be withheld, conditioned or delayed if the other Party certifies that such disclosure is to be made in response to a likely threat of suspension or debarment or similar action; provided, however, that Verizon and Spinco shall not be required to give any such notice or obtain any such consent and may make such disclosure or waiver with respect to Privileged Information if such Privileged Information relates solely to the pre-Distribution Spinco Business or Verizon Business, as applicable. In the event of a disagreement between any member of the Verizon Group and any member of the Spinco Group concerning the reasonableness of withholding such consent, no disclosure shall be made prior to a resolution of such disagreement by a court of competent jurisdiction has entered a finaljurisdiction, non-appealable order finding provided that the information is limitations in this sentence shall not entitled to protection under any applicable Privilegeapply in the case of disclosure required by Law and so certified as provided in the first sentence of this paragraph. (c) Each Upon any member of the Parent Verizon Group and or any member of the SpinCo Spinco Group covenants and agrees thatreceiving any subpoena or other compulsory disclosure notice from a court or other Governmental Authority which requests disclosure of Privileged Information, following in each case relating to pre-Distribution Spinco Business or Verizon Business, as applicable, or, in the Distribution Effective Timecase of the Spinco Group, any internal relating to or external legal counsel currently representing SpinCo Group (each a “Prior Company Counsel”) may serve as counsel to Parent Group and its Affiliates arising in connection with any matters arising under the relationship among Verizon and its Subsidiaries on or related to this Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, including with respect to any litigation, Claim or obligation arising out of or related to this Agreement or any Ancillary Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Distribution Effective TimeDate, the recipient of the notice shall (to the extent consent is required in connection with the disclosure of such Privileged Information under paragraph (b) of this Section) as promptly as practicable provide to the other Group (following the notice provisions set forth herein) a copy of such notice, the intended response, and all materials or information relating to the other Group that might be disclosed and the proposed date of disclosure. Parent Group and SpinCo Group hereby irrevocably (i) waive any Claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in In the event that of a dispute arises after the Distribution Effective Time between SpinCo and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand, Prior Company Counsel may represent any member of the Parent Group and any Affiliates thereof in such dispute even though the interests of such Person(s) may be directly adverse disagreement as to the Parent Group intended response or disclosure, unless and until the SpinCo Group or their respective Affiliates and even though Prior Company Counsel may have represented the SpinCo Group disagreement is resolved as provided in a matter substantially related to such dispute. (d) For the avoidance of doubt, nothing in this Agreement shall constitute a waiver of, or obligate any Person to waive, any Privilege.paragraph

Privileged Information. (a) The parties Parties acknowledge that members of the Parent GroupABC, on the one hand, and members of the SpinCo GroupLRI, on the other hand, may possess documents or other information regarding the other Group Party that is or may be subject to the attorney-client privilege, the work product doctrine or common interest privilege (collectively, “Privileges”; and such documents and other information collectively, the “Privileged Information”). Each party Party agrees to use reasonable efforts to protect and maintain, and to cause their respective Affiliates to protect and maintain, any applicable claim Claim to Privilege in order to prevent any of the other partyParty’s Privileged Information from being disclosed or used in a manner inconsistent with such Privilege without the other partyParty’s consent. Without limiting the generality of the foregoing, the parties a Party and its Affiliates shall not, and shall direct their respective Affiliates not to, without the other partyParty’s prior written consent, (i) waive any Privilege with respect to any of the other partyParty’s Privileged Information, (ii) fail to defend any Privilege with respect to any such Privileged Information, or (iii) fail to take any other actions reasonably necessary to preserve any Privilege with respect to any such Privileged Information. (b) Upon receipt by either party a Party of any subpoena, discovery or other request that calls for the production or disclosure of Privileged Information of the other partyParty, such party Party shall promptly notify the other party Party of the existence of the request and shall provide the other party Party a reasonable opportunity to review the information and to assert any rights it may have under this Section 5.06 5.7 or otherwise to prevent the production or disclosure of such Privileged Information. Each party Party agrees that it shall will not produce or disclose any information that may be covered by a Privilege of the party under this Section 5.06 5.7 unless (i) the other party Party has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld) or (ii) a court of competent jurisdiction has entered a final, non-appealable an order finding that the information is not entitled to protection under any applicable Privilege. (c) Each of the Parent Group and the SpinCo Group covenants and agrees that, following the Distribution Effective Time, any internal Privilege or external legal counsel currently representing SpinCo Group (each a “Prior Company Counsel”) may serve as counsel to Parent Group and its Affiliates in connection with any matters arising under or related to this Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, including with respect to any litigation, Claim or obligation arising out of or related to this Agreement or any Ancillary Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Distribution Effective Time. Parent Group and SpinCo Group hereby irrevocably (i) waive any Claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in the event that a dispute arises after the Distribution Effective Time between SpinCo and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand, Prior Company Counsel may represent any member of the Parent Group and any Affiliates thereof in such dispute even though the interests requires disclosure of such Person(s) may be directly adverse to the Parent Group or the SpinCo Group or their respective Affiliates and even though Prior Company Counsel may have represented the SpinCo Group in a matter substantially related to such disputeinformation. (d) For the avoidance of doubt, nothing in this Agreement shall constitute a waiver of, or obligate any Person to waive, any Privilege.

Privileged Information. ‌‌ (a) The parties acknowledge that Each party hereto acknowledges that: (i) each of Verizon and Spinco (and the members of the Parent Verizon Group and the Spinco Group, on respectively) has or may obtain Privileged Information; (ii) there are and/or may be a number of Litigation Matters affecting each or both of Verizon and Spinco; (iii) both Verizon and Spinco have a common legal interest in Litigation Matters, in the one hand, Privileged Information and members in the preservation of the SpinCo Group, on the other hand, may possess documents or other information regarding the other Group that is or may be subject to the attorney-client privilege, the work product doctrine or common interest privilege (collectively, “Privileges”; and such documents and other information collectively, the “Privileged Information”). Each party agrees to use reasonable efforts to protect and maintain, and to cause their respective Affiliates to protect and maintain, any applicable claim to Privilege in order to prevent any confidential status of the other party’s Privileged Information from being disclosed or used in a manner inconsistent with such Privilege without the other party’s consent. Without limiting the generality of the foregoing, the parties shall not, and shall direct their respective Affiliates not to, without the other party’s prior written consent, (i) waive any Privilege with respect to any of the other party’s Privileged Information, in each case relating to the pre-Distribution Spinco Business or Verizon Business or, in the case of the Spinco Group, relating to or arising in connection with the relationship among Verizon and its Subsidiaries on or prior to the Distribution Date; and (iiiv) fail to defend both Verizon and Spinco intend that the transactions contemplated hereby and by the Merger Agreement and the other Transaction Agreements and any Privilege with respect to transfer of Privileged Information in connection therewith shall not operate as a waiver of any such Privileged Information, or (iii) fail to take any other actions necessary to preserve any Privilege with respect to any such Privileged Informationpotentially applicable privilege. (b) Upon receipt by either party Each of Verizon and Spinco agrees, on behalf of itself and each member of the Group of which it is a member, not to disclose or otherwise waive any subpoena, discovery or other request that calls for the production or disclosure of privilege attaching to any Privileged Information relating to the pre-Distribution Spinco Business or Verizon Business, as applicable, or, in the case of the other partySpinco Group, such party shall promptly notify relating to or arising in connection with the other party relationship among Verizon and its Subsidiaries on or prior to the Distribution Date, without providing prompt written notice to and obtaining the prior written consent of the existence of the request and shall provide the other party a reasonable opportunity to review the information and to assert any rights it may have under this Section 5.06 or otherwise to prevent the production or disclosure of such Privileged Information. Each party agrees that it shall not produce or disclose any information that may be covered by a Privilege of the party under this Section 5.06 unless (i) the other party has provided its written consent to such production or disclosure (other, which consent shall not be unreasonably withheld) , conditioned or (ii) delayed and shall not be withheld, conditioned or delayed if the other party certifies that such disclosure is to be made in response to a likely threat of suspension or debarment or similar action; provided, however, that Verizon and Spinco shall not be required to give any such notice or obtain any such consent and may make such disclosure or waiver with respect to Privileged Information if such Privileged Information relates solely to the pre-Distribution Spinco Business or Verizon Business, as applicable. In the event of a disagreement between any member of the Verizon Group and any member of the Spinco Group concerning the reasonableness of withholding such consent, no disclosure shall be made prior to a resolution of such disagreement by a court of competent jurisdiction has entered a finaljurisdiction, non-appealable order finding provided that the information is limitations in this sentence shall not entitled to protection under any applicable Privilegeapply in the case of disclosure required by law and so certified as provided in the first sentence of this paragraph. (c) Each Upon any member of the Parent Verizon Group and or any member of the SpinCo Spinco Group covenants and agrees thatreceiving any subpoena or other compulsory disclosure notice from a court, following other governmental agency or otherwise which requests disclosure of Privileged Information, in each case relating to pre-Distribution Spinco Business or Verizon Business, as applicable, or, in the Distribution Effective Timecase of the Spinco Group, any internal relating to or external legal counsel currently representing SpinCo Group (each a “Prior Company Counsel”) may serve as counsel to Parent Group and its Affiliates arising in connection with any matters arising under the relationship among Verizon and its Subsidiaries on or related to this Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, including with respect to any litigation, Claim or obligation arising out of or related to this Agreement or any Ancillary Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Distribution Effective TimeDate, the recipient of the notice shall as promptly as practicable provide to the other Group (following the notice provisions set forth herein) a copy of such notice, the intended response, and all materials or information relating to the other Group that might be disclosed and the proposed date of disclosure. Parent Group and SpinCo Group hereby irrevocably (i) waive any Claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in In the event that of a dispute arises after disagreement as to the Distribution Effective Time between SpinCo intended response or disclosure, unless and its Affiliatesuntil the disagreement is resolved as provided in paragraph (b) of this Section, on the one handparties shall cooperate to assert all defenses to disclosure claimed by either party’s Group, and Parent shall not disclose any disputed documents or information until all legal defenses and its Affiliatesclaims of privilege have been finally determined, on the other hand, Prior Company Counsel may represent any member of the Parent Group and any Affiliates thereof in except as otherwise required by a court order requiring such dispute even though the interests of such Person(s) may be directly adverse to the Parent Group or the SpinCo Group or their respective Affiliates and even though Prior Company Counsel may have represented the SpinCo Group in a matter substantially related to such disputedisclosure. (d) For the avoidance of doubt, nothing in this Agreement shall constitute a waiver of, or obligate any Person to waive, any Privilege.

Privileged Information. (a) The parties acknowledge that Each party hereto acknowledges that: (i) each of Verizon and Spinco (and the members of the Parent Verizon Group and the Spinco Group, on respectively) has or may obtain Privileged Information; (ii) there are and/or may be a number of Litigation Matters affecting each or both of Verizon and Spinco; (iii) both Verizon and Spinco have a common legal interest in Litigation Matters, in the one hand, Privileged Information and members in the preservation of the SpinCo Group, on the other hand, may possess documents or other information regarding the other Group that is or may be subject to the attorney-client privilege, the work product doctrine or common interest privilege (collectively, “Privileges”; and such documents and other information collectively, the “Privileged Information”). Each party agrees to use reasonable efforts to protect and maintain, and to cause their respective Affiliates to protect and maintain, any applicable claim to Privilege in order to prevent any confidential status of the other party’s Privileged Information from being disclosed or used in a manner inconsistent with such Privilege without the other party’s consent. Without limiting the generality of the foregoing, the parties shall not, and shall direct their respective Affiliates not to, without the other party’s prior written consent, (i) waive any Privilege with respect to any of the other party’s Privileged Information, in each case relating to the pre-Distribution Spinco Business or Verizon Business or, in the case of the Spinco Group, relating to or arising in connection with the relationship among Verizon and its Subsidiaries on or prior to the Distribution Date; and (iiiv) fail to defend both Verizon and Spinco intend that the transactions contemplated hereby and by the Merger Agreement and the other Transaction Agreements and any Privilege with respect to transfer of Privileged Information in connection therewith shall not operate as a waiver of any such Privileged Information, or (iii) fail to take any other actions necessary to preserve any Privilege with respect to any such Privileged Informationpotentially applicable privilege. (b) Upon receipt by either party Each of Verizon and Spinco agrees, on behalf of itself and each member of the Group of which it is a member, not to disclose or otherwise waive any subpoena, discovery or other request that calls for the production or disclosure of privilege attaching to any Privileged Information relating to the pre-Distribution Spinco Business or Verizon Business, as applicable, or, in the case of the other partySpinco Group, such party shall promptly notify relating to or arising in connection with the other party relationship among Verizon and its Subsidiaries on or prior to the Distribution Date, without providing prompt written notice to and obtaining the prior written consent of the existence of the request and shall provide the other party a reasonable opportunity to review the information and to assert any rights it may have under this Section 5.06 or otherwise to prevent the production or disclosure of such Privileged Information. Each party agrees that it shall not produce or disclose any information that may be covered by a Privilege of the party under this Section 5.06 unless (i) the other party has provided its written consent to such production or disclosure (other, which consent shall not be unreasonably withheld) , conditioned or (ii) delayed and shall not be withheld, conditioned or delayed if the other party certifies that such disclosure is to be made in response to a likely threat of suspension or debarment or similar action; provided, however, that Verizon and Spinco shall not be required to give any such notice or obtain any such consent and may make such disclosure or waiver with respect to Privileged Information if such Privileged Information relates solely to the pre-Distribution Spinco Business or Verizon Business, as applicable. In the event of a disagreement between any member of the Verizon Group and any member of the Spinco Group concerning the reasonableness of withholding such consent, no disclosure shall be made prior to a resolution of such disagreement by a court of competent jurisdiction has entered a finaljurisdiction, non-appealable order finding provided that the information is limitations in this sentence shall not entitled to protection under any applicable Privilegeapply in the case of disclosure required by law and so certified as provided in the first sentence of this paragraph. (c) Each Upon any member of the Parent Verizon Group and or any member of the SpinCo Spinco Group covenants and agrees thatreceiving any subpoena or other compulsory disclosure notice from a court, following other governmental agency or otherwise which requests disclosure of Privileged Information, in each case relating to pre-Distribution Spinco Business or Verizon Business, as applicable, or, in the Distribution Effective Timecase of the Spinco Group, any internal relating to or external legal counsel currently representing SpinCo Group (each a “Prior Company Counsel”) may serve as counsel to Parent Group and its Affiliates arising in connection with any matters arising under the relationship among Verizon and its Subsidiaries on or related to this Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, including with respect to any litigation, Claim or obligation arising out of or related to this Agreement or any Ancillary Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Distribution Effective TimeDate, the recipient of the notice shall as promptly as practicable provide to the other Group (following the notice provisions set forth herein) a copy of such notice, the intended response, and all materials or information relating to the other Group that might be disclosed and the proposed date of disclosure. Parent Group and SpinCo Group hereby irrevocably (i) waive any Claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in In the event that of a dispute arises after disagreement as to the Distribution Effective Time between SpinCo intended response or disclosure, unless and its Affiliatesuntil the disagreement is resolved as provided in paragraph (b) of this Section, on the one handparties shall cooperate to assert all defenses to disclosure claimed by either party's Group, and Parent shall not disclose any disputed documents or information until all legal defenses and its Affiliatesclaims of privilege have been finally determined, on the other hand, Prior Company Counsel may represent any member of the Parent Group and any Affiliates thereof in except as otherwise required by a court order requiring such dispute even though the interests of such Person(s) may be directly adverse to the Parent Group or the SpinCo Group or their respective Affiliates and even though Prior Company Counsel may have represented the SpinCo Group in a matter substantially related to such disputedisclosure. (d) For the avoidance of doubt, nothing in this Agreement shall constitute a waiver of, or obligate any Person to waive, any Privilege.

Privileged Information. (a) The parties acknowledge that members of the Parent Masco Group, on the one hand, and members of the SpinCo Spin Co Group, on the other hand, may possess documents or other information regarding the other Group that is or may be subject to the attorney-client privilege, the work product doctrine or common interest privilege (collectively, “Privileges”; and such documents and other information collectively, the “Privileged Information”). Each party agrees to use reasonable efforts to protect and maintain, and to cause their respective Affiliates to protect and maintain, any applicable claim to Privilege in order to prevent any of the other partyGroup’s Privileged Information from being disclosed or used in a manner inconsistent with such Privilege without the other party’s consent. Without limiting the generality of the foregoing, the parties a party and its Affiliates shall not, and shall direct their respective Affiliates not to, without the other party’s prior written consent, (i) waive any Privilege with respect to any of the other party’s or any member of its Group’s Privileged Information, (ii) fail to defend any Privilege with respect to any such Privileged Information, or (iii) fail to take any other actions reasonably necessary to preserve any Privilege with respect to any such Privileged Information. (b) Upon receipt by either a party or any member of such party’s Group of any subpoena, discovery or other request that calls for the production or disclosure of Privileged Information of the other partyparty or a member of its Group, such party shall promptly notify the other party of the existence of the request and shall provide the other party a reasonable opportunity to review the information and to assert any rights it or a member of its Group may have under this Section 5.06 5.07 or otherwise to prevent the production or disclosure of such Privileged Information. Each party agrees that neither it shall not nor any member of its Group will produce or disclose any information that may be covered by a Privilege of the party or a member of its Group under this Section 5.06 5.07 unless (i) the other party has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld) or (ii) a court of competent jurisdiction has entered a final, non-appealable an order finding that the information is not entitled to protection under any applicable PrivilegePrivilege or otherwise requires disclosure of such information. (c) In the event that any member of the Masco Group and any member of the Spin Co Group cooperate in the mutual defense of any Third Party Claim, such cooperation shall not constitute a waiver or qualification of such Party’s right to assert and defend any applicable claim to Privilege. (d) [Each of the Parent Masco Group and the SpinCo Spin Co Group covenants and agrees that, following the Distribution Effective Time, ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP or any other internal or external legal counsel currently representing SpinCo Spin Co Group (each a “Prior Company Counsel”) may serve as counsel to Parent Masco Group and its Affiliates in connection with any matters arising under or related to this Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, including with respect to any litigation, Claim or obligation arising out of or related to this Agreement or any Ancillary Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Distribution Effective Time. Parent Masco Group and SpinCo Spin Co Group hereby irrevocably (i) waive any Claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in the event that a dispute arises after the Distribution Effective Time between SpinCo Spin Co Group and Masco Group (together with its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand), Prior Company Counsel may represent any member of the Parent Masco Group and any Affiliates thereof in such dispute even though the interests of such Person(s) may be directly adverse to the Parent Masco Group or the SpinCo Spin Co Group or their respective Affiliates and even though Prior Company Counsel may have represented the SpinCo Spin Co Group in a matter substantially related to such dispute.] (de) For [All communications between members of Masco Group, on the avoidance one hand, and Prior Company Counsel, on the other hand, [related to the transactions contemplated by this Agreement or any Ancillary Agreement] shall be deemed to be attorney-client confidences that belong solely to such members of doubtMasco Group or the Prior Company Counsel (the “Pre-Distribution Time Communications”). Accordingly, nothing Spin Co Group shall not have access to any such Pre-Distribution Time Communications or to the files of Prior Company Counsel relating to such engagement related to the transactions contemplated hereby from and after the Distribution Time, and all books, records and other materials of Spin Co Group in any medium (including electronic copies) containing or reflecting any of the Pre-Distribution Time Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby assigned and transferred to Masco Group effective as of the Distribution Time (collectively, the “Masco Group Privileged Materials”). Masco Group may cause all of the Masco Group Privileged Materials to be distributed to Masco Group immediately prior to the Distribution Time with no copies thereof retained by the Spin Co Group or its respective representatives, and all such distributed Masco Group Privileged Materials shall be excluded from the transactions contemplated by this Agreement and each Ancillary Agreement. From and after the Distribution Time, Spin Co Group and its representatives shall maintain the confidentiality of the Masco Group Privileged Materials. From and after the Distribution Time, none of Spin Co Group and its representatives shall access or in any way, directly or indirectly, use or rely upon any Masco Group Privileged Materials (whether or not distributed to Masco Group prior to the Distribution Time in accordance with this Section 5.07(e)). To the extent that any Masco Group Privileged Materials are not delivered to Masco Group, Spin Co Group agrees not to assert a waiver of any applicable privilege or protection with respect to such materials. Without limiting the generality of the foregoing, from and after the Distribution Time, (a) Masco Group shall be the sole holders of the attorney-client privilege with respect to the Masco Group Privileged Materials, and no member of Spin Co Group shall be a holder thereof, (b) to the extent that files of Prior Company Counsel in respect of Masco Group Privileged Materials constitute property of the client, only Masco Group shall hold such property rights and (c) Prior Company Counsel shall have no duty whatsoever to reveal or disclose any Masco Group Privileged Materials to Spin Co Group by reason of any attorney-client relationship between Prior Company Counsel and Spin Co Group. Each of Spin Co Group and Masco Group hereby acknowledges and confirms that it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Section 5.07(e), including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section Section 5.07(e) is for the benefit of Masco Group and Prior Company Counsel, and Masco Group and Prior Company Counsel are intended third party beneficiaries of this Section 5.07(e). This Section 5.07(e) shall be irrevocable, and no term of this Section 5.07(e) may be amended, waived or modified, without the prior written consent of Masco Group and Prior Company Counsel. The covenants and obligations set forth in this Agreement Section 5.07(e) shall constitute a waiver of, or obligate any Person to waive, any Privilegesurvive for ten (10) years following the Distribution Time.]

Privileged Information. (a) The parties Parties recognize that legal and other professional services that have been provided prior to the Distribution (whether by outside counsel, in-house counsel or other legal professionals) have been and will be rendered for the collective benefit of each of the members of the L Brands Group and the VS Group, and that, except as set forth in Section 4.07(f), each of the members of the L Brands Group and the VS Group shall be deemed to be the client with respect to such services for the purposes of asserting all attorney-client privilege, the work product doctrine or common interest privilege (collectively, “Privileges”) which may be asserted under Applicable Law in connection therewith. Except as set forth in Section 4.07(f), the Parties agree that they shall have a shared privilege or immunity with respect to all Privileges. The Parties hereto acknowledge that members of the Parent L Brands Group, on the one hand, and members of the SpinCo VS Group, on the other hand, may possess documents or other information regarding the other Group that is or may be subject to the attorney-client privilege, the work product doctrine or common interest privilege Privileges (collectively, “Privileges”; and such documents and other information collectively, the “Privileged Information”). Each party Party agrees to use commercially reasonable efforts to protect and maintain, and to cause their respective Affiliates to protect and maintain, any applicable claim to Privilege in order to prevent any of the other partyGroup’s Privileged Information from being disclosed or used in a manner inconsistent with such Privilege without the other partyParty’s consent, including by executing joint defense or common interest agreements where necessary or useful for this purpose. Without limiting the generality of the foregoing, the parties a Party and its Affiliates shall not, and shall direct their respective Affiliates not to, without the other partyParty’s prior written consent, (i) waive any Privilege with respect to any of the other partyParty’s or any member of its Group’s Privileged Information, (ii) fail to defend any Privilege with respect to any such Privileged Information, or (iii) fail to take any other actions reasonably necessary to preserve any Privilege with respect to any such Privileged Information. (b) Upon receipt by either party a Party or any member of such Party’s Group of any subpoena, discovery or other request that calls for the production or disclosure of Privileged Information of the other partyParty or a member of its Group, or if a Party has knowledge that its or a member of its Group’s directors, officers, employees or representatives have received such a subpoena, discovery or other request, such party Party shall promptly notify the other party Party of the existence of the request and shall provide the other party Party a reasonable opportunity to review the information and to assert any rights it or a member of its Group may have under this Section 5.06 ‎Section 4.07 or otherwise to prevent the production or disclosure of such Privileged Information. Each party Party agrees that neither it shall not nor any member of its Group will produce or disclose any information that may be covered by a Privilege of the party other Party or a member of its Group under this Section 5.06 ‎Section 4.07 unless (i) the other party Party has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld) or (ii) a court of competent jurisdiction has entered a final, non-appealable an order finding that the information is not entitled to protection under any applicable PrivilegePrivilege or otherwise requires disclosure of such information, in each case except as set forth in Section 4.07(f). (c) Any furnishing of, or access or transfer of, any information pursuant to this Agreement is made in reliance on the agreement of L Brands and VS set forth in this ‎Section 4.07 and in ‎Section 4.06 to maintain the confidentiality of Privileged Information and to assert and maintain all applicable privileges and immunities. The Parties agree that their respective rights to any access to information, witnesses and other Persons, the furnishing of notices and documents and other cooperative efforts between the Parties contemplated by this Agreement, and the transfer of Privileged Information between the Parties and members of their respective Groups as needed pursuant to this Agreement, shall not be deemed a waiver of any privilege that has been or may be asserted under this Agreement or otherwise. (d) In the event that any member of the L Brands Group and any member of the VS Group cooperate in the mutual defense of any Third Party Claim, such cooperation shall not constitute a waiver or qualification of such Party’s right to assert and defend any applicable claim to Privilege. (e) Each of the Parent L Brands Group and the SpinCo VS Group covenants and agrees that, following the Distribution Effective Time, ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP or any other internal or external legal counsel currently representing SpinCo the VS Group or any directors of the L Brands Group (each a “Prior Company Counsel”) may serve as counsel to Parent the L Brands Group and its Affiliates Affiliates, or, with the prior written consent of L Brands (not to be unreasonably withheld, conditioned or delayed), the VS Group and its Affiliates, in connection with any matters arising under or related to this Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, including with respect to any litigationAction, Claim claim or obligation arising out of or related to this Agreement or any Ancillary Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Distribution Effective Time. Parent Group and SpinCo The VS Group hereby irrevocably (i) waive waives any Claim they have claim the VS Group has or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant covenants and agree agrees that, in the event that a dispute arises after the Distribution Effective Time between SpinCo and the VS Group (or any of its Affiliates, on ) and the one hand, and Parent and L Brands Group (or any of its Affiliates, on the other hand), Prior Company Counsel may represent any member of the Parent L Brands Group and any Affiliates thereof in such dispute even though the interests of such Person(s) may be directly adverse to the Parent VS Group or the SpinCo Group or their respective Affiliates and even though Prior Company Counsel may have represented the SpinCo VS Group in a matter substantially related to such dispute. (df) For Notwithstanding anything to the avoidance of doubt, nothing contrary in this Section 4.07, in the event of any adversarial Action between any member of the L Brands Group, on the one hand, and any member of the VS Group on the other hand, related to the transactions contemplated by this Agreement or any Ancillary Agreement, L Brands shall constitute be entitled to control the assertion or waiver of all Privileges in connection with such matter and shall have the sole right to waive any Privilege in connection with such matter, without obtaining VS’s consent pursuant to Section 4.07(a); provided that such waiver of Privilege shall be effective only as to the use of information with respect to the Action between the Parties or the applicable members of their respective Groups related to the transactions contemplated by this Agreement or any Ancillary Agreement, and shall not operate as a waiver ofof the Privilege with respect to any Third Party. (g) Each of the VS Group and the L Brands Group hereby acknowledges and confirms that it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Section 4.07, including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section 4.07 is for the benefit of the L Brands Group, the VS Group and Prior Company Counsel, and the L Brands Group, VS Group and Prior Company Counsel are intended third party beneficiaries of this Section 4.07. This Section 4.07 shall be irrevocable, and no term of this ‎Section 4.07 may be amended, waived or obligate any Person to waivemodified, any Privilegewithout the prior written consent of L Brands, VS and Prior Company Counsel. The covenants and obligations set forth in this Section 4.07 shall survive the Distribution Time indefinitely.

Privileged Information. (a) The parties Parties recognize that legal and other professional services that have been provided prior to the Distribution (whether by outside counsel, in-house counsel or other legal professionals) have been rendered for the collective benefit of each of the members of the Comcast Group and the SpinCo Group, and that, except as set forth in ‎Section 4.08(f), each of the members of the Comcast Group and the SpinCo Group shall be deemed to be the client with respect to such services for the purposes of asserting the attorney-client privilege, the work product doctrine, the joint defense or common interest privilege, or any other privilege or immunity from disclosure (collectively, “Privileges”) which may be asserted under Applicable Law in connection therewith. Except as set forth in ‎Section 4.08(f), the Parties agree that they shall have a shared privilege or immunity with respect to all Privileges. The Parties hereto acknowledge that members of the Parent Comcast Group, on the one hand, and members of the SpinCo Group, on the other hand, may possess documents or other information regarding the other Group that is or may be subject to the attorney-client privilege, the work product doctrine or common interest privilege Privileges (collectively, “Privileges”; and such documents and other information collectively, the “Privileged Information”). Each party Party agrees to use commercially reasonable efforts to protect and maintain, and to cause their respective Affiliates to protect and maintain, any applicable claim to Privilege in order to prevent any of the other partyGroup’s Privileged Information from being disclosed or used in a manner inconsistent with such Privilege without the other partyParty’s consent, including by executing joint defense or common interest agreements where necessary or useful for this purpose. Without limiting the generality of the foregoing, the parties a Party and its Affiliates shall not, and shall direct their respective Affiliates not to, without the other partyParty’s prior written consent, (i) waive any Privilege with respect to any of the other partyParty’s or any member of its Group’s Privileged Information, (ii) fail to assert or defend any Privilege with respect to any such Privileged Information, or (iii) fail to take any other actions reasonably necessary to preserve any Privilege with respect to any such Privileged Information. (b) Upon receipt by either party a Party or any member of such Party’s Group of any subpoena, discovery or other request that calls for the production or disclosure of Privileged Information of the other partyParty or a member of its Group, or if a Party has knowledge that its or a member of its Group’s Representatives have received such a subpoena, discovery or other request, such party Party shall promptly notify the other party Party in writing of the existence of the request and shall provide the other party Party a reasonable opportunity to review the information and to assert any rights it or a member of its Group may have under this Section 5.06 ‎Section 4.08 or otherwise to prevent the production or disclosure of such Privileged Information. Each party Party agrees that neither it shall not nor any member of its Group will produce or disclose any information that may be covered by a Privilege of the party other Party or a member of its Group under this Section 5.06 ‎Section 4.08 unless (i) the other party Party has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld) or (ii) a court of competent jurisdiction has entered a final, non-appealable an order finding that the information is not entitled to protection under any applicable PrivilegePrivilege or otherwise requires disclosure of such information, in each case, except as set forth in ‎Section 4.08(f). (c) Any furnishing or transfer of, or access to, any information pursuant to this Agreement is made in reliance on the agreement of Comcast and SpinCo set forth in this ‎Section 4.08 and in ‎Section 4.05 to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. The Parties agree that their respective rights to any access to information, witnesses and other Persons, the furnishing of notices and documents and other cooperative efforts between the Parties contemplated by this Agreement, and the transfer of Privileged Information between the Parties and members of their respective Groups as needed pursuant to this Agreement, shall not be deemed a waiver of any Privilege that has been or may be asserted under this Agreement or otherwise. (d) In the event that any member of the Comcast Group and any member of the SpinCo Group cooperate in the mutual defense of any Third Party Claim, such cooperation shall not constitute a waiver or qualification of such Party’s right to assert and defend any applicable claim to Privilege. (e) Each of the Parent Comcast Group and the SpinCo Group Group, on behalf of themselves and each of their Affiliates, covenants and agrees that, following the Distribution Effective Time, D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ LLP or any other internal or external legal counsel currently representing the SpinCo Group (each a “Prior Company Counsel”) may serve as counsel to Parent the Comcast Group and its Affiliates Affiliates, or, with the prior written consent of Comcast (not to be unreasonably withheld, conditioned or delayed), the SpinCo Group and its Affiliates, in connection with any matters arising under or related to this Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, including with respect to any litigationAction, Claim claim or obligation arising out of or related to this Agreement or any Ancillary Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Distribution Effective Time. Parent Group The SpinCo Group, on behalf of itself and SpinCo Group each of its Affiliates, hereby irrevocably (i) waive waives any Claim they have claim the SpinCo Group has or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant covenants and agree agrees that, in the event that a dispute arises after the Distribution Effective Time between the SpinCo and Group (or any of its Affiliates, on ) and the one hand, and Parent and Comcast Group (or any of its Affiliates, on the other hand), Prior Company Counsel may represent any member of the Parent Comcast Group and any Affiliates thereof in such dispute dispute, including any adversarial Action, even though the interests of such Person(s) may be directly adverse to the Parent Group or the SpinCo Group (or their respective Affiliates any of its Affiliates) and even though Prior Company Counsel may have represented the SpinCo Group (or any of its Affiliates) in a matter substantially related to such dispute. (df) Notwithstanding anything to the contrary in this ‎Section 4.08, in the event of any dispute, including any adversarial Action, between any member of the Comcast Group, on the one hand, and any member of the SpinCo Group (or its Affiliates), on the other hand, related to this Agreement, any Ancillary Agreement, or any transaction contemplated by this Agreement or any Ancillary Agreement, each of the Comcast Group and the SpinCo Group shall be entitled to use for any purpose whatsoever any confidential information or Privileged Information in connection with such Action in its sole discretion and without obtaining, in the case of the Comcast Group, SpinCo’s consent, or, in the case of the SpinCo Group, Comcast’s consent; provided that to the extent such use is deemed to constitute a waiver of Privilege, such waiver shall be effective only as to the use of information with respect to such Action and shall not operate as a waiver of any Privilege with respect to any Third Party, and the Parties will not, and will cause the members of their respective Groups (and their Affiliates) not to, take the position that any such waiver in any such Action effected a broader waiver with respect to any Third Party. For the avoidance of doubt, nothing the SpinCo Group, on behalf of itself and each of its Affiliates, waives any claim that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from representing the Comcast Group (or any of its Affiliates) based on the possession or use of any confidential information or Privileged Information of the SpinCo Group (or its Affiliates) held by such Prior Company Counsel. (g) Each of SpinCo and Comcast hereby acknowledges and confirms that it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this ‎Section 4.08, including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This ‎Section 4.08 is for the benefit of the members of the Comcast Group, the members of the SpinCo Group and Prior Company Counsel, and the members of the Comcast Group, the members of the SpinCo Group and Prior Company Counsel are intended third party beneficiaries of this ‎Section 4.08. This ‎Section 4.08 shall be irrevocable, and no term of this ‎Section 4.08 may be amended, waived or modified, without the prior written consent of Comcast, SpinCo and Prior Company Counsel. The covenants and obligations set forth in this Agreement ‎Section 4.08 shall constitute a waiver of, or obligate any Person to waive, any Privilegesurvive the Distribution Time indefinitely.

Privileged Information. (a) The parties acknowledge Any document falling within the scope of any request for production or subpoena that members of the Parent Group, is withheld on the one hand, and members basis of the SpinCo Group, on the other hand, may possess documents or other information regarding the other Group that is or may be subject to the a claim of attorney-client privilege, work-product or any other claim of privilege or immunity from discovery shall be identified by the work product doctrine producing party in a privilege log, which the producing party shall produce in an electronic format that allows text searching and organization of data. b) An email thread contained within a single document need only be recorded once on the producing party’s privilege log, even if a privilege is asserted over multiple portions of the thread. c) Privilege log identification is not required for communications exchanged between the producing party and their litigation counsel or common interest among counsel for the producing party after the date of filing of this action. d) For each document for which a producing party asserts that a privilege applies, the producing party must include in the privilege log the information required by Federal Rule of Civil Procedure 26 (collectivelyb)(5), “Privileges”including the following: (a) a statement of the ground(s) alleged for withholding such document; (b) the date of the document or communication; (c) the identity of its author and signatories and to whom it was sent; (d) whether the asserted privilege(s) also apply to any attachments; (e) an indication of all authors, signatories or recipients of the document who are attorneys; (f) a statement as to whether the entire document has been redacted/withheld or only a portion has been redacted, and the ▇▇▇▇▇ number of the redacted document; and such documents and other information collectively, the “Privileged Information”). Each party agrees to use reasonable efforts to protect and maintain, and to cause their respective Affiliates to protect and maintain, any applicable claim to Privilege in order to prevent any (g) a description of the other party’s Privileged Information from being disclosed withheld document, communication or used tangible thing in a manner inconsistent with such Privilege that, without revealing information claimed privileged or protected, will enable a party to assess the other party’s consent. Without limiting the generality validity or efficacy of the foregoingprivilege claim. e) Following the receipt of a privilege log, a receiving party may identify, in writing, the parties shall notparticular documents that it believes require further explanation. Within a reasonable time of such an identification, and shall direct their respective Affiliates not tothe producing party must respond to the request. f) Notwithstanding a claim of privilege, without the other party’s prior written consent, any purportedly privileged document containing non-privileged matter must be: (i) waive any Privilege produced with respect to any of the other party’s Privileged Informationpurportedly privileged portion redacted, (ii) fail to defend any Privilege with respect to any such Privileged Informationthe redacted portion indicated on the document itself, or (iii) fail to take any other actions necessary to preserve any Privilege with respect to any such Privileged Information. (b) Upon receipt by either party of any subpoena, discovery or other request that calls for the production or disclosure of Privileged Information of the other party, such party shall promptly notify the other party of the existence of the request and shall provide the other party a reasonable opportunity to review the information and to assert any rights it may have under this Section 5.06 or otherwise to prevent the production or disclosure of such Privileged Information. Each party agrees that it shall not produce or disclose any information that may be covered by a Privilege of the party under this Section 5.06 unless (i) the other party has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld) or (ii) a court of competent jurisdiction has entered a final, non-appealable order finding that the information is not entitled to protection under any applicable Privilege. (c) Each of the Parent Group and the SpinCo Group covenants and agrees that, following the Distribution Effective Time, any internal or external legal counsel currently representing SpinCo Group (each a “Prior Company Counsel”) may serve as counsel to Parent Group and its Affiliates in connection with any matters arising under or related to this Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, including with respect to any litigation, Claim or obligation arising out of or related to this Agreement or any Ancillary Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Distribution Effective Time. Parent Group and SpinCo Group hereby irrevocably (i) waive any Claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in the event that a dispute arises after the Distribution Effective Time between SpinCo and its Affiliates, listed on the one hand, and Parent and its Affiliates, on privilege log to be provided above. g) A privilege log shall be provided by the other hand, Prior Company Counsel may represent any member of the Parent Group and any Affiliates thereof in such dispute even though the interests of such Person(s) may be directly adverse producing party to the Parent Group or receiving party within 5 days following the SpinCo Group or their respective Affiliates and even though Prior Company Counsel may have represented the SpinCo Group in a matter substantially related to such disputedelivery of any applicable production, unless there is good cause for delay. (d) For the avoidance of doubt, nothing in this Agreement shall constitute a waiver of, or obligate any Person to waive, any Privilege.

Privileged Information. (a) The parties acknowledge that members of the Parent ▇▇▇▇▇▇ Group, on the one hand, and members of the SpinCo SDG Group, on the other hand, may possess documents or other information regarding the other Group that is or may be subject to the attorney-client privilege, the work product doctrine or common interest privilege (collectively, “Privileges”; and such documents and other information collectively, the “Privileged Information”). Each party agrees to use reasonable efforts to protect and maintain, and to cause their respective Affiliates to protect and maintain, any applicable claim to Privilege in order to prevent any of the other party’s Privileged Information from being disclosed or used in a manner inconsistent with such Privilege without the other party’s consent. Without limiting the generality of the foregoing, the parties shall not, and shall direct their respective Affiliates not toshall not, without the other party’s prior written consent, (i) waive any Privilege with respect to any of the other party’s Privileged Information, (ii) fail to defend any Privilege with respect to any such Privileged Information, or (iii) fail to take any other actions necessary to preserve any Privilege with respect to any such Privileged Information. (b) Upon receipt by either party of any subpoena, discovery or other request that calls for the production or disclosure of Privileged Information of the other party, such party shall promptly notify the other party of the existence of the request and shall provide the other party a reasonable opportunity to review the information and to assert any rights it may have under this Section 5.06 or otherwise to prevent the production or disclosure of such Privileged Information. Each party agrees that it shall will not produce or disclose any information that may be covered by a Privilege of the party under this Section 5.06 unless (i) the other party has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld) or (ii) a court of competent jurisdiction has entered a final, non-appealable nonappealable order finding that the information is not entitled to protection under any applicable Privilege. (c) Each of the Parent Group and the SpinCo Group covenants and agrees that, following the Distribution Effective Time, any internal or external legal counsel currently representing SpinCo Group (each a “Prior Company Counsel”) may serve as counsel to Parent Group and its Affiliates in connection with any matters arising under or related to this Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, including with respect to any litigation, Claim or obligation arising out of or related to this Agreement or any Ancillary Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Distribution Effective Time. Parent Group and SpinCo Group hereby irrevocably (i) waive any Claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in the event that a dispute arises after the Distribution Effective Time between SpinCo and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand, Prior Company Counsel may represent any member of the Parent Group and any Affiliates thereof in such dispute even though the interests of such Person(s) may be directly adverse to the Parent Group or the SpinCo Group or their respective Affiliates and even though Prior Company Counsel may have represented the SpinCo Group in a matter substantially related to such dispute. (d) For the avoidance of doubt, nothing in this Agreement shall constitute a waiver of, or obligate any Person to waive, any Privilege.

Privileged Information. (a) The parties acknowledge that members of the Parent Madewell Group, on the one hand, and members of the SpinCo J.Crew Group, on the other hand, may engage in communications and possess documents or other information regarding the other Group that is are or may be subject to the attorney-client privilege, the work product doctrine or common interest privilege (collectively, “Privileges”; and such communications, documents and other information collectively, the “Privileged Information”). Each party agrees to use commercially reasonable efforts to (i) protect and maintain, and to cause their respective Affiliates to protect and maintain, any applicable claim to Privilege in order and (ii) prevent, and to prevent cause their respective Affiliates to prevent, any of the other partyGroup’s Privileged Information from being disclosed or used in a manner inconsistent with such Privilege without the other party’s consent. Without limiting the generality of the foregoing, the parties a party and its Affiliates shall not, and shall direct their respective Affiliates not to, without the other party’s prior written consent, (i) waive any Privilege with respect to any of the other party’s or any member of its Group’s Privileged Information, (ii) fail to defend any Privilege with respect to any such Privileged Information, or (iii) fail to take any other actions reasonably necessary to preserve any Privilege with respect to any such Privileged Information. (b) Upon receipt by either a party or any member of such party’s Group of any subpoena, discovery or other request that calls for the production or disclosure of Privileged Information of the other partyparty or a member of its Group, such party shall promptly notify the other party of the existence of the request and shall provide the other party a reasonable opportunity to review the information and to assert any rights it or a member of its Group may have under this Section 5.06 4.07 or otherwise to prevent the production or disclosure of such Privileged Information. Each party agrees that neither it shall not nor any member of its Group will produce or disclose any information that may be covered by a Privilege of the party or a member of its Group under this Section 5.06 4.07 unless (i) the other party has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld) or (ii) a court of competent jurisdiction has entered a final, non-appealable an order finding that the information is not entitled to protection under any applicable PrivilegePrivilege or otherwise requires disclosure of such information. (c) In the event that any member of the Madewell Group and any member of the J.Crew Group cooperate in the mutual defense of any Third Party Claim, such cooperation shall not constitute a waiver or qualification of such party’s right to assert and defend any applicable claim to Privilege. In such event, the parties shall use commercially reasonable efforts to enter into a joint defense agreement and any other agreements necessary to preserve Privilege pursuant to such Third Party Claim. (d) Each of the Parent Madewell Group and the SpinCo J.Crew Group covenants and agrees that, following the Distribution Effective Time, Weil, Gotshal & ▇▇▇▇▇▇ LLP or any other internal or external legal counsel currently representing SpinCo a member of the J.Crew Group (each a “Prior Company Counsel”) may serve as counsel to Parent the Madewell Group and its Affiliates in connection with any matters arising under or related to this Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, including with respect to any litigation, Claim or obligation arising out of or related to this Agreement or any Ancillary Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Distribution Effective Time. Parent The Madewell Group and SpinCo the J.Crew Group hereby irrevocably (i) waive any Claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in the event that a dispute arises after the Distribution Effective Time between SpinCo the J.Crew Group and the Madewell Group (together with its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand), Prior Company Counsel may represent any member of the Parent Madewell Group and any Affiliates thereof in such dispute even though the interests of such Person(s) may be directly adverse to the Parent Madewell Group or the SpinCo J.Crew Group or their respective Affiliates and even though Prior Company Counsel may have represented the SpinCo J.Crew Group in a matter substantially related to such dispute. (e) All communications between members of the Madewell Group, on the one hand, and Prior Company Counsel, on the other hand, related to the transactions contemplated by this Agreement or any Ancillary Agreement shall be deemed to be attorney-client confidences that belong solely to such members of the Madewell Group or the Prior Company Counsel (the “Pre-Distribution Time Communications”). Accordingly, the J.Crew Group shall not have access to any such Pre-Distribution Time Communications or to the files of Prior Company Counsel relating to such engagement related to the transactions contemplated hereby from and after the Distribution Time, and all books, records and other materials of the J.Crew Group in any medium (including electronic copies) containing or reflecting any of the Pre-Distribution Time Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby assigned and transferred to the Madewell Group effective as of the Distribution Time (collectively, the “Madewell Group Privileged Materials”). The Madewell Group may cause all of the Madewell Group Privileged Materials to be distributed to the Madewell Group immediately prior to the Distribution Time with no copies thereof retained by the J.Crew Group or its respective representatives, and all such distributed Madewell Group Privileged Materials shall be excluded from the transactions contemplated by this Agreement and each Ancillary Agreement. From and after the Distribution Time, in the event that any member of the J.Crew Group shall possess any Madewell Group Privileged Materials, such member of the J.Crew Group shall promptly cause such Madewell Group Privileged Materials to be distributed to the Madewell Group in accordance with this Section 4.07(e) or destroyed, at the election of Madewell. In addition, from and after the Distribution Time, (i) the J.Crew Group and its representatives shall maintain the confidentiality of the Madewell Group Privileged Materials and (ii) none of the members of the J.Crew Group or their respective representatives shall access or in any way, directly or indirectly, use or rely upon any Madewell Group Privileged Materials (whether or not distributed to the Madewell Group prior to the Distribution Time in accordance with this Section 4.07(e)). To the extent that any Madewell Group Privileged Materials are not delivered to the Madewell Group, the J.Crew Group agrees not to assert a waiver of any applicable privilege or protection with respect to such materials. Without limiting the generality of the foregoing, from and after the Distribution Time, (a) the Madewell Group shall be the sole holders of the Privileges with respect to the Madewell Group Privileged Materials, and no member of the J.Crew Group shall be a holder thereof, (b) to the extent that files of Prior Company Counsel in respect of Madewell Group Privileged Materials constitute property of the client, only the Madewell Group shall hold such property rights, (c) Prior Company Counsel shall have no duty whatsoever to reveal or disclose any Madewell Group Privileged Materials to the J.Crew Group by reason of any attorney-client relationship between Prior Company Counsel and the J.Crew Group and (d) For after the avoidance Distribution Date, all communications between members of doubtthe J.Crew Group, nothing on the one hand, and any attorneys retained by any member of the J.Crew Group, on the other hand, shall be deemed to be attorney-client confidences that belong solely to such members of the J.Crew Group or such attorneys. Each of the J.Crew Group and the Madewell Group hereby acknowledges and confirms that it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Section 4.07(e), including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section 4.07(e) is for the benefit of the Madewell Group and Prior Company Counsel, and the Madewell Group and Prior Company Counsel are intended third party beneficiaries of this Section 4.07(e). This Section 4.07(e) shall be irrevocable, and no term of this Section 4.07(e) may be amended, waived or modified, without the prior written consent of the Madewell Group and Prior Company Counsel. The covenants and obligations set forth in this Agreement Section 4.07(e) shall constitute survive for ten (10) years following the Distribution Time. (f) In furtherance of this Section 4.07, the parties may enter into a waiver of, or obligate any Person to waive, any PrivilegeCommon Interest Agreement.

Privileged Information. (a) The parties Parties recognize that legal and other professional services that have been provided prior to the Distribution (whether by outside counsel, in-house counsel or other legal professionals) have been rendered for the collective benefit of each of the members of the Comcast Group and the SpinCo Group, and that, except as set forth in Section 4.08(f), each of the members of the Comcast Group and the SpinCo Group shall be deemed to be the client with respect to such services for the purposes of asserting the attorney-client privilege, the work product doctrine, the joint defense or common interest privilege, or any other privilege or immunity from disclosure (collectively, “Privileges”) which may be asserted under Applicable Law in connection therewith. Except as set forth in Section 4.08(f), the Parties agree that they shall have a shared privilege or immunity with respect to all Privileges. The Parties hereto acknowledge that members of the Parent Comcast Group, on the one hand, and members of the SpinCo Group, on the other hand, may possess documents or other information regarding the other Group that is or may be subject to the attorney-client privilege, the work product doctrine or common interest privilege Privileges (collectively, “Privileges”; and such documents and other information collectively, the “Privileged Information”). Each party Party agrees to use commercially reasonable efforts to protect and maintain, and to cause their respective Affiliates to protect and maintain, any applicable claim to Privilege in order to prevent any of the other partyGroup’s Privileged Information from being disclosed or used in a manner inconsistent with such Privilege without the other partyParty’s consent, including by executing joint defense or common interest agreements where necessary or useful for this purpose. Without limiting the generality of the foregoing, the parties a Party and its Affiliates shall not, and shall direct their respective Affiliates not to, without the other partyParty’s prior written consent, (i) waive any Privilege with respect to any of the other partyParty’s or any member of its Group’s Privileged Information, (ii) fail to assert or defend any Privilege with respect to any such Privileged Information, or (iii) fail to take any other actions reasonably necessary to preserve any Privilege with respect to any such Privileged Information. (b) Upon receipt by either party a Party or any member of such Party’s Group of any subpoena, discovery or other request that calls for the production or disclosure of Privileged Information of the other partyParty or a member of its Group, or if a Party has knowledge that its or a member of its Group’s Representatives have received such a subpoena, discovery or other request, such party Party shall promptly notify the other party Party in writing of the existence of the request and shall provide the other party Party a reasonable opportunity to review the information and to assert any rights it or a member of its Group may have under this Section 5.06 4.08 or otherwise to prevent the production or disclosure of such Privileged Information. Each party Party agrees that neither it shall not nor any member of its Group will produce or disclose any information that may be covered by a Privilege of the party other Party or a member of its Group under this Section 5.06 4.08 unless (i) the other party Party has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld) or (ii) a court of competent jurisdiction has entered a final, non-appealable an order finding that the information is not entitled to protection under any applicable PrivilegePrivilege or otherwise requires disclosure of such information, in each case, except as set forth in Section 4.08(f). (c) Any furnishing or transfer of, or access to, any information pursuant to this Agreement is made in reliance on the agreement of Comcast and SpinCo set forth in this Section 4.08 and in Section 4.05 to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. The Parties agree that their respective rights to any access to information, witnesses and other Persons, the furnishing of notices and documents and other cooperative efforts between the Parties contemplated by this Agreement, and the transfer of Privileged Information between the Parties and members of their respective Groups as needed pursuant to this Agreement, shall not be deemed a waiver of any Privilege that has been or may be asserted under this Agreement or otherwise. (d) In the event that any member of the Comcast Group and any member of the SpinCo Group cooperate in the mutual defense of any Third Party Claim, such cooperation shall not constitute a waiver or qualification of such Party’s right to assert and defend any applicable claim to Privilege. (e) Each of the Parent Comcast Group and the SpinCo Group Group, on behalf of themselves and each of their Affiliates, covenants and agrees that, following the Distribution Effective Time, ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP or any other internal or external legal counsel currently representing the SpinCo Group (each a “Prior Company Counsel”) may serve as counsel to Parent the Comcast Group and its Affiliates Affiliates, or, with the prior written consent of Comcast (not to be unreasonably withheld, conditioned or delayed), the SpinCo Group and its Affiliates, in connection with any matters arising under or related to this Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, including with respect to any litigationAction, Claim claim or obligation arising out of or related to this Agreement or any Ancillary Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Distribution Effective Time. Parent Group The SpinCo Group, on behalf of itself and SpinCo Group each of its Affiliates, hereby irrevocably (i) waive waives any Claim they have claim the SpinCo Group has or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant covenants and agree agrees that, in the event that a dispute arises after the Distribution Effective Time between the SpinCo and Group (or any of its Affiliates, on ) and the one hand, and Parent and Comcast Group (or any of its Affiliates, on the other hand), Prior Company Counsel may represent any member of the Parent Comcast Group and any Affiliates thereof in such dispute dispute, including any adversarial Action, even though the interests of such Person(s) may be directly adverse to the Parent Group or the SpinCo Group (or their respective Affiliates any of its Affiliates) and even though Prior Company Counsel may have represented the SpinCo Group (or any of its Affiliates) in a matter substantially related to such dispute. (df) Notwithstanding anything to the contrary in this Section 4.08, in the event of any dispute, including any adversarial Action, between any member of the Comcast Group, on the one hand, and any member of the SpinCo Group (or its Affiliates), on the other hand, related to this Agreement, any Ancillary Agreement, or any transaction contemplated by this Agreement or any Ancillary Agreement, each of the Comcast Group and the SpinCo Group shall be entitled to use for any purpose whatsoever any confidential information or Privileged Information in connection with such Action in its sole discretion and without obtaining, in the case of the Comcast Group, SpinCo’s consent, or, in the case of the SpinCo Group, Comcast’s consent; provided that to the extent such use is deemed to constitute a waiver of Privilege, such waiver shall be effective only as to the use of information with respect to such Action and shall not operate as a waiver of any Privilege with respect to any Third Party, and the Parties will not, and will cause the members of their respective Groups (and their Affiliates) not to, take the position that any such waiver in any such Action effected a broader waiver with respect to any Third Party. For the avoidance of doubt, nothing the SpinCo Group, on behalf of itself and each of its Affiliates, waives any claim that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from representing the Comcast Group (or any of its Affiliates) based on the possession or use of any confidential information or Privileged Information of the SpinCo Group (or its Affiliates) held by such Prior Company Counsel. (g) Each of SpinCo and Comcast hereby acknowledges and confirms that it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Section 4.08, including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section 4.08 is for the benefit of the members of the Comcast Group, the members of the SpinCo Group and Prior Company Counsel, and the members of the Comcast Group, the members of the SpinCo Group and Prior Company Counsel are intended third party beneficiaries of this Section 4.08. This Section 4.08 shall be irrevocable, and no term of this Section 4.08 may be amended, waived or modified, without the prior written consent of Comcast, SpinCo and Prior Company Counsel. The covenants and obligations set forth in this Agreement Section 4.08 shall constitute a waiver of, or obligate any Person to waive, any Privilegesurvive the Distribution Time indefinitely.

Privileged Information. (a) The parties acknowledge that members of the Parent ADS Group, on the one hand, and members of the SpinCo Loyalty Ventures Group, on the other hand, may possess documents or other information regarding the other Group that is or may be subject to the attorney-client privilege, the work product doctrine or common interest privilege (collectively, “Privileges”; and such documents and other information collectively, the “Privileged Information”). Each party agrees to use commercially reasonable efforts to protect and maintain, and to cause their respective Affiliates to protect and maintain, any applicable claim to Privilege in order to prevent any of the other partyGroup’s Privileged Information from being disclosed or used in a manner inconsistent with such Privilege without the other party’s consent. Without limiting the generality of the foregoing, the parties a party and its Affiliates shall not, and shall direct their respective Affiliates not to, without the other party’s prior written consent, (i) waive any Privilege with respect to any of the other party’s or any member of its Group’s Privileged Information, (ii) fail to defend any Privilege with respect to any such Privileged Information, or (iii) fail to take any other actions reasonably necessary to preserve any Privilege with respect to any such Privileged Information. (b) Upon receipt by either a party or any member of such party’s Group of any subpoena, discovery or other request that calls for the production or disclosure of Privileged Information of the other partyparty or a member of its Group, such party shall promptly notify the other party of the existence of the request and shall provide the other party a reasonable opportunity to review the information and to assert any rights it or a member of its Group may have under this Section 5.06 ‎Section 4.07 or otherwise to prevent the production or disclosure of such Privileged Information. Each party agrees that neither it shall not nor any member of its Group will produce or disclose any information that may be covered by a Privilege of the other party or a member of its Group under this Section 5.06 ‎Section 4.07 unless (i) the other party has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld) or (ii) a court of competent jurisdiction has entered a final, non-appealable an order finding that the information is not entitled to protection under any applicable PrivilegePrivilege or otherwise requires disclosure of such information. (c) In the event that any member of the ADS Group and any member of the Loyalty Ventures Group cooperate in the mutual defense of any Third Party Claim, such cooperation shall not constitute a waiver or qualification of such party’s right to assert and defend any applicable claim to Privilege. (d) Each of the Parent ADS Group and the SpinCo Loyalty Ventures Group covenants and agrees that, following the Distribution Effective Time, D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ LLP or any other internal or external legal counsel currently representing SpinCo the Loyalty Ventures Group (each a “Prior Company Counsel”) may serve as counsel to Parent the ADS Group and its Affiliates in connection with any matters arising under or related to this Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, including with respect to any litigation, Claim or obligation arising out of or related to this Agreement or any Ancillary Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Distribution Effective Time. Parent The ADS Group and SpinCo the Loyalty Ventures Group hereby irrevocably (i) waive any Claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in the event that a dispute arises after the Distribution Effective Time between SpinCo and the Loyalty Ventures Group (or any of its Affiliates, on ) and the one hand, and Parent and ADS Group (or any of its Affiliates, on the other hand), Prior Company Counsel may represent any member of the Parent ADS Group and any Affiliates thereof in such dispute even though the interests of such Person(s) may be directly adverse to the Parent Loyalty Ventures Group or the SpinCo Group or their respective Affiliates and even though Prior Company Counsel may have represented the SpinCo Loyalty Ventures Group in a matter substantially related to such dispute. (e) All communications between members of the ADS Group, on the one hand, and Prior Company Counsel, on the other hand, related to the transactions contemplated by this Agreement or any Ancillary Agreement shall be deemed to be attorney-client confidences that belong solely to such members of the ADS Group or the Prior Company Counsel (the “Pre-Distribution Time Communications”). Accordingly, the Loyalty Ventures Group shall not have access to any such Pre-Distribution Time Communications or to the files of Prior Company Counsel relating to such engagement related to the transactions contemplated hereby from and after the Distribution Time, and all books, records and other materials of the Loyalty Ventures Group in any medium (including electronic copies) containing or reflecting any of the Pre-Distribution Time Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby assigned and transferred to the ADS Group effective as of the Distribution Time (collectively, the “ADS Group Privileged Materials”). The ADS Group may cause all of the ADS Group Privileged Materials to be distributed to the ADS Group immediately prior to the Distribution Time with no copies thereof retained by the Loyalty Ventures Group or its respective representatives, and all such distributed ADS Group Privileged Materials shall be excluded from the transactions contemplated by this Agreement and each Ancillary Agreement. From and after the Distribution Time, in the event that any member of the Loyalty Ventures Group shall possess any ADS Group Privileged Materials, such member of the Loyalty Ventures Group shall promptly cause such ADS Group Privileged Materials to be distributed to the ADS Group in accordance with this ‎Section 4.07(e) or destroyed, at the election of Loyalty Ventures. In addition, from and after the Distribution Time, (i) the Loyalty Ventures Group and its representatives shall maintain the confidentiality of the ADS Group Privileged Materials and (ii) none of the members of the Loyalty Ventures Group or their respective representatives shall access or in any way, directly or indirectly, use or rely upon any ADS Group Privileged Materials (whether or not distributed to the ADS Group prior to the Distribution Time in accordance with this ‎Section 4.07(e)). To the extent that any ADS Group Privileged Materials are not delivered to the ADS Group, the Loyalty Ventures Group agrees not to assert a waiver of any applicable Privilege or protection with respect to such materials. Without limiting the generality of the foregoing, from and after the Distribution Time, (a) the ADS Group shall be the sole holders of the Privileges with respect to the ADS Group Privileged Materials, and no member of the Loyalty Ventures Group shall be a holder thereof, (b) to the extent that files of Prior Company Counsel in respect of ADS Group Privileged Materials constitute property of the client, only the ADS Group shall hold such property rights, (c) Prior Company Counsel shall have no duty whatsoever to reveal or disclose any ADS Group Privileged Materials to the Loyalty Ventures Group by reason of any attorney-client relationship between Prior Company Counsel and the Loyalty Ventures Group and (d) For after the avoidance Distribution Date, all communications between members of doubtthe Loyalty Ventures Group, nothing on the one hand, and any attorneys retained by any member of the Loyalty Ventures Group, on the other hand, shall be deemed to be attorney-client confidences that belong solely to such members of the Loyalty Ventures Group or such attorneys. Each of the Loyalty Ventures Group and the ADS Group hereby acknowledges and confirms that it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this ‎Section 4.07(e), including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This ‎Section 4.07(e) is for the benefit of the ADS Group and Prior Company Counsel, and the ADS Group and Prior Company Counsel are intended third party beneficiaries of this ‎Section 4.07(e). This ‎Section 4.07(e) shall be irrevocable, and no term of this ‎Section 4.07(e) may be amended, waived or modified, without the prior written consent of the ADS Group and Prior Company Counsel. The covenants and obligations set forth in this Agreement ‎Section 4.07(e) shall constitute a waiver of, or obligate any Person to waive, any Privilegesurvive for ten (10) years following the Distribution Time.

Privileged Information. (a) The parties acknowledge that members of the Parent GroupEach Party hereto agrees to maintain, on the one handpreserve and assert all privileges, and members of the SpinCo Group, on the other hand, may possess documents including privileges arising under or other information regarding the other Group that is or may be subject relating to the attorney-client privilege, relationship (which shall include the attorney-client and work product doctrine privileges), not heretofore waived, that relate, directly or common interest privilege indirectly, to the Indemnifiable Matters (collectivelyeach a “Privilege”). Each Party hereto acknowledges and agrees that any costs associated with asserting any Privilege shall be borne by the Party requesting that such Privilege be asserted. Each Party agrees that it shall not waive any Privilege that could be asserted under applicable Law without the prior written consent of ASD (in the case of a waiver by any member of the WABCO Group, “Privileges”; or following a B&K Sale, any waiver by a B&K Charged Party) or ASE (in the case of a waiver by an ASD Charged Party or any waiver by a B&K Charged Party). The rights and such documents and other obligations created by this Section 3.3 shall apply to all information collectivelyrelating to the Indemnifiable Matters as to which, but for the Distribution, either Party would have been entitled to assert or did assert the protection of a Privilege (“Privileged Information”). Each party agrees to use reasonable efforts to protect and maintain, and to cause their respective Affiliates to protect and maintain, any applicable claim to Privilege in order to prevent any of the other party’s Privileged Information from being disclosed or used in a manner inconsistent with such Privilege without the other party’s consent. Without limiting the generality of the foregoing, the parties shall not, and shall direct their respective Affiliates not to, without the other party’s prior written consent, including (i) waive any Privilege with respect and all information generated prior to any the Effective Time but which, after the Effective Time, is in the possession of the other party’s Privileged Information, either Party and (ii) fail all information generated, received or arising after the Effective Time that refers to defend or relates to Privileged Information generated, received or arising prior to the Effective Time. In connection with the Bathroom Fittings and Fixtures Proceedings, the respective counsel of the Parties hereto shall enter into a customary and mutually agreeable joint defense agreement containing provisions consistent with this Article III (the “Defense Agreement”). If, at any Privilege time from and after the consummation of a B&K Sale, a B&K Charged Party elects to engage its own counsel in respect of the B&K Charged Parties involvement in the Bathroom Fittings and Fixtures Proceedings in accordance with respect Section 2.2(b) of this Agreement, such Charged Party shall ensure that its counsel shall execute a joinder to any the Defense Agreement pursuant to which such Privileged Information, or (iii) fail counsel will agree to take any be bound by the rights and restrictions imposed on the other actions necessary counsel party to preserve any Privilege with respect to any such Privileged Informationthe Defense Agreement as of the date hereof. (b) Upon receipt by either party any Party of any subpoena, discovery or other request that calls may call for the production or disclosure of Privileged Information or if any Party obtains knowledge that any current or former employee of such Party has received any subpoena, discovery or other request that may call for the production or disclosure of Privileged Information of the other partyParties, such party Party shall notify promptly notify the other party Parties of the existence of the request and shall provide the other party Parties a reasonable opportunity to review the information and to assert any rights it may have under this Section 5.06 3.3 or otherwise to prevent the production or disclosure of such Privileged Information. Each party agrees The Parties hereto agree that it shall they will not produce or disclose any information that may be covered by a or document over which they reasonably believe another Party has any claim of Privilege of the party under this Section 5.06 3.3 unless (i) the other party Party who may claim a Privilege has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld) or (ii) a court of competent jurisdiction has entered issued a final, non-appealable order finding ruling that the information is not entitled to protection under any applicable Privilege. (c) Each ASD’s (on behalf of the Parent Group members of the ASD Group) transfer of books and records and other information to the SpinCo Group covenants members of the WABCO Group, and agrees that, following ASD’s agreement to permit WABCO and ASE to possess Privileged Information existing or generated prior to the Distribution Effective Time, any internal or external legal counsel currently representing SpinCo Group (each a “Prior Company Counsel”) may serve are made in reliance on WABCO’s agreement, as counsel to Parent Group and its Affiliates set forth in connection with any matters arising under or related to this Agreement or the transactions contemplated by this Agreement or any Ancillary Distribution Agreement, including with respect to any litigation, Claim or obligation arising out maintain the confidentiality of or related Privileged Information and to this Agreement or any Ancillary Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Distribution Effective Time. Parent Group assert and SpinCo Group hereby irrevocably (i) waive any Claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in the event that a dispute arises after the Distribution Effective Time between SpinCo and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand, Prior Company Counsel may represent any member of the Parent Group and any Affiliates thereof in such dispute even though the interests of such Person(s) may be directly adverse to the Parent Group or the SpinCo Group or their respective Affiliates and even though Prior Company Counsel may have represented the SpinCo Group in a matter substantially related to such dispute. (d) For the avoidance of doubt, nothing in this Agreement shall constitute a waiver of, or obligate any Person to waive, any Privilege.maintain all applicable

Privileged Information. (a) The parties acknowledge that members of the Parent Masco Group, on the one hand, and members of the SpinCo TopBuild Group, on the other hand, may possess documents or other information regarding the other Group that is or may be subject to the attorney-client privilege, the work product doctrine or common interest privilege (collectively, “Privileges”; and such documents and other information collectively, the “Privileged Information”). Each party agrees to use reasonable efforts to protect and maintain, and to cause their respective Affiliates to protect and maintain, any applicable claim to Privilege in order to prevent any of the other partyGroup’s Privileged Information from being disclosed or used in a manner inconsistent with such Privilege without the other party’s consent. Without limiting the generality of the foregoing, the parties a party and its Affiliates shall not, and shall direct their respective Affiliates not to, without the other party’s prior written consent, (i) waive any Privilege with respect to any of the other party’s or any member of its Group’s Privileged Information, (ii) fail to defend any Privilege with respect to any such Privileged Information, or (iii) fail to take any other actions reasonably necessary to preserve any Privilege with respect to any such Privileged Information. (b) Upon receipt by either a party or any member of such party’s Group of any subpoena, discovery or other request that calls for the production or disclosure of Privileged Information of the other partyparty or a member of its Group, such party shall promptly notify the other party of the existence of the request and shall provide the other party a reasonable opportunity to review the information and to assert any rights it or a member of its Group may have under this Section 5.06 5.07 or otherwise to prevent the production or disclosure of such Privileged Information. Each party agrees that neither it shall not nor any member of its Group will produce or disclose any information that may be covered by a Privilege of the party or a member of its Group under this Section 5.06 5.07 unless (i) the other party has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld) or (ii) a court of competent jurisdiction has entered a final, non-appealable an order finding that the information is not entitled to protection under any applicable PrivilegePrivilege or otherwise requires disclosure of such information. (c) In the event that any member of the Masco Group and any member of the TopBuild Group cooperate in the mutual defense of any Third Party Claim, such cooperation shall not constitute a waiver or qualification of such Party’s right to assert and defend any applicable claim to Privilege. (d) Each of the Parent Masco Group and the SpinCo TopBuild Group covenants and agrees that, following the Distribution Effective Time, ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP or any other internal or external legal counsel currently representing SpinCo TopBuild Group (each a “Prior Company Counsel”) may serve as counsel to Parent Masco Group and its Affiliates in connection with any matters arising under or related to this Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, including with respect to any litigation, Claim or obligation arising out of or related to this Agreement or any Ancillary Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Distribution Effective Time. Parent Masco Group and SpinCo TopBuild Group hereby irrevocably (i) waive any Claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in the event that a dispute arises after the Distribution Effective Time between SpinCo TopBuild Group and Masco Group (together with its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand), Prior Company Counsel may represent any member of the Parent Masco Group and any Affiliates thereof in such dispute even though the interests of such Person(s) may be directly adverse to the Parent Masco Group or the SpinCo TopBuild Group or their respective Affiliates and even though Prior Company Counsel may have represented the SpinCo TopBuild Group in a matter substantially related to such dispute. (de) For All communications between members of Masco Group, on the avoidance one hand, and Prior Company Counsel, on the other hand, related to the transactions contemplated by this Agreement or any Ancillary Agreement shall be deemed to be attorney-client confidences that belong solely to such members of doubtMasco Group or the Prior Company Counsel (the “Pre-Distribution Time Communications”). Accordingly, nothing TopBuild Group shall not have access to any such Pre-Distribution Time Communications or to the files of Prior Company Counsel relating to such engagement related to the transactions contemplated hereby from and after the Distribution Time, and all books, records and other materials of TopBuild Group in any medium (including electronic copies) containing or reflecting any of the Pre-Distribution Time Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby assigned and transferred to Masco Group effective as of the Distribution Time (collectively, the “Masco Group Privileged Materials”). Masco Group may cause all of the Masco Group Privileged Materials to be distributed to Masco Group immediately prior to the Distribution Time with no copies thereof retained by the TopBuild Group or its respective representatives, and all such distributed Masco Group Privileged Materials shall be excluded from the transactions contemplated by this Agreement and each Ancillary Agreement. From and after the Distribution Time, TopBuild Group and its representatives shall maintain the confidentiality of the Masco Group Privileged Materials. From and after the Distribution Time, none of TopBuild Group and its representatives shall access or in any way, directly or indirectly, use or rely upon any Masco Group Privileged Materials (whether or not distributed to Masco Group prior to the Distribution Time in accordance with this Section 5.07(e)). To the extent that any Masco Group Privileged Materials are not delivered to Masco Group, TopBuild Group agrees not to assert a waiver of any applicable privilege or protection with respect to such materials. Without limiting the generality of the foregoing, from and after the Distribution Time, (a) Masco Group shall be the sole holders of the Privileges with respect to the Masco Group Privileged Materials, and no member of TopBuild Group shall be a holder thereof, (b) to the extent that files of Prior Company Counsel in respect of Masco Group Privileged Materials constitute property of the client, only Masco Group shall hold such property rights and (c) Prior Company Counsel shall have no duty whatsoever to reveal or disclose any Masco Group Privileged Materials to TopBuild Group by reason of any attorney-client relationship between Prior Company Counsel and TopBuild Group. Each of TopBuild Group and Masco Group hereby acknowledges and confirms that it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Section 5.07(e), including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section Section 5.07(e) is for the benefit of Masco Group and Prior Company Counsel, and Masco Group and Prior Company Counsel are intended third party beneficiaries of this Section 5.07(e). This Section 5.07(e) shall be irrevocable, and no term of this Section 5.07(e) may be amended, waived or modified, without the prior written consent of Masco Group and Prior Company Counsel. The covenants and obligations set forth in this Agreement Section 5.07(e) shall constitute a waiver of, or obligate any Person to waive, any Privilegesurvive for ten (10) years following the Distribution Time.