Common use of Conflicts and Privilege Clause in Contracts

Conflicts and Privilege. (a) Acquiror, the Grosvenor Companies and the Grosvenor Holders hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among Acquiror, IntermediateCo and/or Sponsor, on the one hand, and the Grosvenor Companies and/or the Grosvenor Holders, on the other hand, any legal counsel (including ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP and Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP) that represented Acquiror and/or Sponsor prior to the Closing may represent Sponsor in such dispute even though the interests of Sponsor may be directly adverse to the Acquiror, and even though such counsel may have represented Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror and/or Sponsor. Notwithstanding the foregoing, any privileged communications or information shared by the Grosvenor Companies prior to the Closing with Acquiror or Sponsor (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Grosvenor Companies following the Closing. (b) Acquiror and the Grosvenor Companies hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among the Grosvenor Designated Directors and/or the Grosvenor Holders, on the one hand, and the Grosvenor Companies and/or Acquiror, on the other hand, any legal counsel (including ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) that represented the Grosvenor Designated Directors and/or the Grosvenor Holders prior to the Closing may represent the Grosvenor Designated Directors and/or the Grosvenor Holders in such dispute even though the interests of the Grosvenor Designated Directors and/or the Grosvenor Holders may be directly adverse to the Acquiror and/or the Grosvenor Companies, and even though such counsel may have represented Acquiror and/or the Grosvenor Companies in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror, the Grosvenor Companies, the Grosvenor Designated Directors and/or the Grosvenor Holders. Acquiror and the Grosvenor Companies further agree that, as to all legally privileged communications prior to the Closing between or among any legal counsel (including ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) that represented the Grosvenor Companies, the Grosvenor Designated Directors and/or the Grosvenor Holders prior to the Closing and any one or more such Persons that relate in any way to the Transactions, the attorney/client privilege and the expectation of client confidence belongs to the Grosvenor Holders and/or the Grosvenor Designated Directors and may be controlled by the Grosvenor Holders and/or such Grosvenor Designated Directors, and shall not pass to or be claimed or controlled by Acquiror (after giving effect to the Closing) or the Grosvenor Companies; provided that the Grosvenor Holders and/or the Grosvenor Designated Directors shall not waive such attorney/client privilege other than to the extent they determine appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement. Notwithstanding the foregoing, any privileged communications or information shared by Acquiror prior to the Closing with the Grosvenor Holders or the Grosvenor Designated Directors (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Grosvenor Companies following the Closing.

Conflicts and Privilege. (a) AcquirorBuyer agrees that, notwithstanding any current or prior representation of Intermediate LLC, the Grosvenor Companies Company and the Grosvenor Holders hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among Acquiror, IntermediateCo and/or Sponsor, on the one hand, and the Grosvenor Companies and/or the Grosvenor Holders, on the other hand, any legal counsel (including Subsidiaries by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP (“Pepper”), Pepper shall be allowed to represent Seller or any of its Affiliates in any matters and Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLPdisputes (or any other matter), including in any matter or dispute adverse to Buyer, Intermediate LLC, the Company or any Subsidiary that relates to this Agreement and the transactions contemplated hereby (a “Dispute”) and Buyer hereby (a) waives any claim it has or may have that represented Acquiror and/or Sponsor prior to Pepper has a conflict of interest or is otherwise prohibited from engaging in such representation and (b) agrees that, in the event that a Dispute arises after the Closing between Buyer, Intermediate LLC, the Company or any Subsidiary and Seller or any of its Affiliates, Pepper may represent Sponsor Seller or any of its Affiliates in such dispute Dispute even though the interests of Sponsor Seller or its Affiliate may be directly adverse to Buyer, Intermediate LLC, the Acquiror, Company or the Subsidiaries and even though such counsel Pepper may have represented Acquiror Intermediate LLC, the Company or the Subsidiaries in a matter substantially related to such disputeDispute, or may be handling ongoing matters for Acquiror and/or Sponsor. Notwithstanding the foregoing, any privileged communications or information shared by the Grosvenor Companies prior to the Closing with Acquiror or Sponsor (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Grosvenor Companies following the Closing. (b) Acquiror and the Grosvenor Companies hereby agree that, in the event a dispute with respect to this Agreement Company or the Transactions arises after Subsidiaries; provided, however, that that no such representation shall be a waiver of any attorney-client privilege between Intermediate LLC, the Closing between Company or among the Grosvenor Designated Directors and/or the Grosvenor Holdersany of its Subsidiaries, on the one hand, and the Grosvenor Companies and/or AcquirorPepper, on the other hand, and Seller shall cause Pepper acting as its counsel to not take any legal counsel actions or engage in any representation that would affect or be deemed to be such a waiver. Following the Closing, Buyer agrees that it will not (including ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPi) that represented request from Pepper or Seller or (ii) use or intentionally access any of the Grosvenor Designated Directors communications among Pepper, Intermediate LLC, the Company or any Subsidiary, and/or the Grosvenor Holders prior Seller relating to the Closing may represent transactions contemplated hereby (the Grosvenor Designated Directors and/or the Grosvenor Holders “Communications”) in connection with any Dispute or potential Dispute; provided, however, that nothing contained herein shall prevent Buyer from requesting, using or accessing any Communications in connection with document production requests or discovery in any Legal Proceeding so long as such dispute even though the interests of the Grosvenor Designated Directors and/or the Grosvenor Holders may Communications would not be directly adverse subject to the Acquiror and/or the Grosvenor Companies, and even though such counsel may have represented Acquiror and/or the Grosvenor Companies an attorney-client privilege if they were being requested in a matter substantially related Legal Proceeding by an unrelated third party and such Communications are produced or required to be produced in response to such dispute, document production requests or may be handling ongoing matters for Acquiror, the Grosvenor Companies, the Grosvenor Designated Directors and/or the Grosvenor Holdersdiscovery. Acquiror and the Grosvenor Companies further agree that, as to all legally privileged communications prior to the Closing between or among any legal counsel (including ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) that represented the Grosvenor Companies, the Grosvenor Designated Directors and/or the Grosvenor Holders prior to the Closing and any one or more such Persons that relate in any way to the Transactions, the attorney/client privilege and the expectation of client confidence belongs to the Grosvenor Holders and/or the Grosvenor Designated Directors and may be controlled by the Grosvenor Holders and/or such Grosvenor Designated Directors, and shall not pass to or be claimed or controlled by Acquiror (after giving effect to Following the Closing) or , Seller shall be permitted to use the Grosvenor Companies; provided that the Grosvenor Holders and/or the Grosvenor Designated Directors shall not waive such attorney/client privilege other than to the extent they determine appropriate Communications in connection with the enforcement or defense of their respective rights any Dispute with Buyer, Intermediate LLC, the Company or obligations existing under any of its Subsidiaries; provided, that such use does not waive any applicable privileges or protections that can or may be asserted to prevent disclosure of any Communications to any third party. For the avoidance of doubt, nothing in this Agreement. Notwithstanding the foregoingSection 12.13 or in this Agreement shall be deemed to be a waiver of any applicable privileges or protections that can or may be asserted to prevent disclosure of any Communications to any third party, and Seller shall not take any privileged communications action, or information shared by Acquiror prior cause Pepper to the Closing with the Grosvenor Holders take any action, that would reasonably be expected to waive any such privilege or the Grosvenor Designated Directors (in protection as to any capacity) under a common interest agreement shall remain the privileged communications or information of the Grosvenor Companies following the Closingthird party.

Conflicts and Privilege. (a) Acquiror, the Grosvenor Companies SPAC and the Grosvenor Holders Company hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among Acquiror, IntermediateCo SPAC and/or Sponsor, on the one hand, and the Grosvenor Companies and/or the Grosvenor HoldersCompany, on the other hand, any legal counsel (including ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP and Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP) that represented Acquiror SPAC and/or Sponsor prior to the Closing (“Prior SPAC Counsel”) may represent Sponsor in such dispute even though the interests of Sponsor may be directly adverse to the AcquirorSPAC, and even though such counsel may have represented Acquiror SPAC prior to the Closing in a matter substantially related to such dispute. All pre-Closing communications between or among Prior SPAC Counsel, on the one hand, and SPAC or may Sponsor, on the other hand, shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to Sponsor, shall be handling ongoing matters for Acquiror and/or Sponsorcontrolled by Sponsor and shall not pass to or be claimed by Company or SPAC following the Closing. Notwithstanding the foregoing, any privileged communications or information shared by the Grosvenor Companies Company prior to the Closing with Acquiror SPAC or Sponsor (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Grosvenor Companies Company following the Closing. (b) Acquiror The Company further agrees, on behalf of itself and, after the Closing, on behalf of SPAC and the Grosvenor Companies hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among the Grosvenor Designated Directors and/or the Grosvenor Holders, on the one hand, and the Grosvenor Companies and/or Acquiror, on the other hand, any legal counsel (including ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) that represented the Grosvenor Designated Directors and/or the Grosvenor Holders prior to the Closing may represent the Grosvenor Designated Directors and/or the Grosvenor Holders in such dispute even though the interests of the Grosvenor Designated Directors and/or the Grosvenor Holders may be directly adverse to the Acquiror and/or the Grosvenor Rumble Companies, and even though such counsel may have represented Acquiror and/or the Grosvenor Companies that all pre-Closing communications in a matter substantially related to such dispute, any form or may be handling ongoing matters for Acquiror, the Grosvenor Companies, the Grosvenor Designated Directors and/or the Grosvenor Holders. Acquiror and the Grosvenor Companies further agree that, as to all legally privileged communications prior to the Closing format whatsoever between or among any legal counsel (including ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) that represented the Grosvenor Companiesof Prior SPAC Counsel, the Grosvenor Designated Directors and/or the Grosvenor Holders prior to the Closing and SPAC or Sponsor, or any one or more such Persons of their respective Representatives that relate in any way to the Transactionsnegotiation, documentation and consummation of the Transactions or, beginning on the date of this Agreement, any dispute arising under this Agreement (collectively, the attorney/client privilege “SPAC Deal Communications”) shall be deemed to be retained and the expectation of client confidence belongs to the Grosvenor Holders and/or the Grosvenor Designated Directors and may owned collectively by Sponsor, shall be controlled by the Grosvenor Holders and/or such Grosvenor Designated Directors, Sponsor and shall not pass to or be claimed by SPAC or the Rumble Companies after the Closing. All SPAC Deal Communications that are attorney-client privileged (the “Privileged SPAC Deal Communications”) shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to Sponsor, shall be controlled by Acquiror (Sponsor and shall not pass to or be claimed by SPAC or the Rumble Companies after giving effect to the Closing; provided,however, that nothing contained herein shall be deemed to be a waiver by Sponsor or any of its Affiliates of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party. (c) or the Grosvenor Companies; provided that the Grosvenor Holders and/or the Grosvenor Designated Directors shall not waive such attorney/client privilege other than to the extent they determine appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement. Notwithstanding the foregoing, in the event that a dispute arises between SPAC or the Rumble Companies, on the one hand, and a third party other than Sponsor, on the other hand, Sponsor may assert the attorney-client privilege to prevent the disclosure of the Privileged SPAC Deal Communications to such third party; provided, however, that neither SPAC nor the Rumble Companies may waive such privilege with respect to Privileged SPAC Deal Communications without the prior written consent of Sponsor. In the event that SPAC or the Rumble Companies is legally required by Governmental Order or otherwise to access or obtain a copy of all or a portion of the Privileged SPAC Deal Communications, SPAC shall as promptly as practicable (and, in any privileged event, within two (2) Business Days) after becoming aware thereof notify Sponsor in writing (including by making specific reference to this ‎Section 10.18) so that Sponsor can (at the cost and expense of Sponsor) seek a protective order, and SPAC and the Rumble Companies agree to use commercially reasonable efforts to assist therewith. (d) To the extent that files or other materials maintained by Prior SPAC Counsel constitute property of its clients, only Sponsor shall hold such property rights and Prior SPAC Counsel shall have no duty to reveal or disclose any such files or other materials or any Privileged SPAC Deal Communications by reason of any attorney-client relationship between Prior SPAC Counsel, on the one hand, and SPAC or any Rumble Companies after the Closing, on the other hand, so long as such files or other materials would be subject to a privilege or protection if they were being requested in a proceeding by an unrelated third party. (e) SPAC agrees on behalf of itself and, after the Closing, on behalf of SPAC and the Rumble Companies, (i) to the extent that SPAC or, after the Closing, the Rumble Companies receives or takes physical possession of any SPAC Deal Communications, (a) such physical possession or receipt shall not, in any way, be deemed a waiver by Sponsor or any other Person of the privileges or protections described in this ‎Section 10.18, and (b) neither SPAC nor the Rumble Companies after the Closing shall assert any claim that Sponsor or any other Person waived the attorney-client privilege, attorney work-product protection or any other right or expectation of client confidence applicable to any such materials or communications, (ii) not to access or use the SPAC Deal Communications, including by way of review of any electronic data, communications or information shared other information, or by Acquiror prior seeking to have SPAC or any Rumble Company waive the attorney-client or other privilege, or by otherwise asserting that SPAC or the Rumble Companies after the Closing with have the Grosvenor Holders right to waive the attorney-client or other privilege and (iii) not to seek to obtain the Grosvenor Designated Directors (SPAC Deal Communications from Prior SPAC Counsel so long as such SPAC Deal Communications would be subject to a privilege or protection if they were being requested in any capacity) under a common interest agreement shall remain the privileged communications or information of the Grosvenor Companies following the Closingproceeding by an unrelated third party.

Conflicts and Privilege. (a) Acquiror, the Grosvenor Companies Horizon and the Grosvenor Holders VS Entities hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among Acquiror, IntermediateCo Horizon and/or Sponsor, on the one hand, and the Grosvenor Companies Topco and/or the Grosvenor HoldersVS Companies, on the other hand, any legal counsel (including ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP and Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP) that represented Acquiror Horizon and/or Sponsor prior to the Closing may represent Sponsor in such dispute even though the interests of Sponsor may be directly adverse to the AcquirorHorizon, and even though such counsel may have represented Acquiror Horizon in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror Horizon and/or Sponsor. Notwithstanding the foregoing, any privileged communications or information shared by Topco or the Grosvenor VS Companies prior to the Closing with Acquiror Horizon or Sponsor (in any capacity) under a common interest agreement shall remain the privileged communications or information of Topco and/or the Grosvenor VS Companies following the Closing. (b) Acquiror Horizon and the Grosvenor Companies VS Entities hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among the Grosvenor VS Designated Directors and/or the Grosvenor HoldersTopco, on the one hand, and the Grosvenor VS Companies and/or AcquirorHorizon, on the other hand, any legal counsel (including ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) that represented the Grosvenor VS Designated Directors and/or the Grosvenor Holders Topco prior to the Closing may represent the Grosvenor VS Designated Directors and/or the Grosvenor Holders Topco in such dispute even though the interests of the Grosvenor VS Designated Directors and/or the Grosvenor Holders Topco may be directly adverse to the Acquiror Horizon and/or the Grosvenor VS Companies, and even though such counsel may have represented Acquiror Horizon and/or the Grosvenor VS Companies in a matter substantially related to such dispute, or may be handling ongoing matters for AcquirorHorizon, the Grosvenor VS Companies, the Grosvenor VS Designated Directors and/or the Grosvenor HoldersTopco. Acquiror Horizon and the Grosvenor VS Companies further agree that, as to all legally privileged communications prior to the Closing between or among any legal counsel (including ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) that represented the Grosvenor CompaniesTopco, the Grosvenor VS Designated Directors and/or the Grosvenor Holders VS Companies prior to the Closing and any one or more such Persons that relate in any way to the Transactions, the attorney/client privilege and the expectation of client confidence belongs to the Grosvenor Holders Topco and/or the Grosvenor VS Designated Directors and may be controlled by the Grosvenor Holders Topco and/or such Grosvenor VS Designated Directors, and shall not pass to or be claimed or controlled by Acquiror Horizon (after giving effect to the Closing) or the Grosvenor VS Companies; provided that the Grosvenor Holders Topco and/or the Grosvenor VS Designated Directors shall not waive such attorney/client privilege other than to the extent they determine appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement. Notwithstanding the foregoing, any privileged communications or information shared by Acquiror Horizon prior to the Closing with the Grosvenor Holders Topco or the Grosvenor VS Designated Directors (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Grosvenor VS Companies following the Closing.

Conflicts and Privilege. (a) Acquiror, the Grosvenor Companies Companies, the SIM Sellers and the Grosvenor Holder Representatives on behalf of the applicable Pre-Closing Company Holders hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among Acquiror, IntermediateCo and/or the Sponsor-Designated Directors or Sponsor, on the one hand, and the Grosvenor Companies and/or Company, the Grosvenor HoldersPre-Closing Company Holders or the Holder Representatives, on the other hand, any legal counsel (including ▇▇▇▇▇▇ Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP and Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP) that represented Acquiror and/or Acquiror, the Sponsor-Designated Directors or Sponsor prior to the Closing may represent the Sponsor-Designated Directors or Sponsor in such dispute even though the interests of the Sponsor-Designated Directors or Sponsor may be directly adverse to the Acquiror, and even though such counsel may have represented Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror and/or Sponsor. Notwithstanding the foregoing, any privileged communications or information shared by the Grosvenor Companies prior to the Closing with Acquiror or Sponsor (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Grosvenor Companies following the Closing. (b) Acquiror and the Grosvenor Companies hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among the Grosvenor Designated Directors and/or the Grosvenor Holders, on the one hand, and the Grosvenor Companies and/or Acquiror, on the other hand, any legal counsel (including ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) that represented the Grosvenor Designated Directors and/or the Grosvenor Holders prior to the Closing may represent the Grosvenor Designated Directors and/or the Grosvenor Holders in such dispute even though the interests of the Grosvenor Designated Directors and/or the Grosvenor Holders may be directly adverse to the Acquiror and/or the Grosvenor Companies, and even though such counsel may have represented Acquiror and/or the Grosvenor Companies in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror, the Grosvenor Sponsor-Designated Directors or Sponsor. Acquiror, the Companies, the Grosvenor Designated Directors and/or the Grosvenor Holders. Acquiror SIM Sellers and the Grosvenor Companies Holder Representatives on behalf of the applicable Pre-Closing Company Holders further agree that, as to all legally privileged communications prior to the Closing between or among any legal counsel (including Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) that represented the Grosvenor CompaniesAcquiror, the Grosvenor Sponsor-Designated Directors and/or the Grosvenor Holders or Sponsor prior to the Closing and any one or more such Persons that relate in any way to the Transactions, the attorney/client privilege and the expectation of client confidence belongs to the Grosvenor Holders and/or the Grosvenor Sponsor-Designated Directors and may be controlled by the Grosvenor Holders and/or such Grosvenor Sponsor-Designated Directors, and shall not pass to or be claimed or controlled by Acquiror (after giving effect to the Closing) ), the Companies or the Grosvenor CompaniesPre-Closing Company Holders; provided provided, that the Grosvenor Holders and/or the Grosvenor Sponsor-Designated Directors shall not waive such attorney/client privilege other than to the extent they determine appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement. Notwithstanding the foregoing, any privileged communications or information shared by Acquiror the Companies or the Pre-Closing Company Holders (other than Granite) prior to the Closing with the Grosvenor Holders Acquiror, Sponsor or the Grosvenor Sponsor-Designated Directors (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Grosvenor Companies following Surviving Corporation. (b) Recognizing that ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP has acted as legal counsel to the Panavision Group, the Principal Panavision Holders, the Panavision Holder Representative and their respective Affiliates prior to the Closing, and that ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP intends to act as legal counsel to the Principal Panavision Holders, the Panavision Holder Representative and their respective Affiliates (which will no longer include the Panavision Group) after the Closing, Acquiror hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP representing any of the Principal Panavision Holders, the Panavision Holder Representative or their Affiliates after the Closing as such representation may relate to Acquiror, any Company Group or any of the transactions contemplated by this Agreement or any of the Ancillary Agreements. (c) Recognizing that Stikeman Elliott LLP has acted as legal counsel to the SIM Group and Granite prior to the Closing, and that Stikeman Elliott LLP intends to act as legal counsel to Granite after the Closing, Acquiror hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Stikeman Elliott LLP representing Granite after the Closing as such representation may relate to Acquiror, any Company Group or any of the transactions contemplated by this Agreement or any of the Ancillary Agreements. Notwithstanding the foregoing, any privileged communications or information shared by Granite prior to the Closing shall remain the privileged communications or information of Granite.

Conflicts and Privilege. (a) Acquiror, the Grosvenor Companies PubCo and the Grosvenor Holders BT Entities hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among Acquiror, IntermediateCo PubCo and/or Sponsor, on the one hand, and the Grosvenor Companies BT Assets and/or the Grosvenor HoldersBT Companies, on the other hand, any legal counsel (including ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP and Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP) that represented Acquiror PubCo and/or Sponsor prior to the Closing may represent Sponsor in such dispute even though the interests of Sponsor may be directly adverse to the AcquirorPubCo, and even though such counsel may have represented Acquiror PubCo in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror PubCo and/or Sponsor. Notwithstanding the foregoing, any privileged communications or information shared by BT Assets or the Grosvenor BT Companies prior to the Closing with Acquiror PubCo or Sponsor (in any capacity) under a common interest agreement shall remain the privileged communications or information of BT Assets and/or the Grosvenor BT Companies following the Closing. (b) Acquiror PubCo and the Grosvenor Companies BT Entities hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among the Grosvenor BT Designated Directors and/or the Grosvenor HoldersBT Assets, on the one hand, and the Grosvenor BT Companies and/or AcquirorPubCo, on the other hand, any legal counsel (including ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) that represented the Grosvenor BT Designated Directors and/or the Grosvenor Holders BT Assets prior to the Closing may represent the Grosvenor BT Designated Directors and/or the Grosvenor Holders BT Assets in such dispute even though the interests of the Grosvenor BT Designated Directors and/or the Grosvenor Holders BT Assets may be directly adverse to the Acquiror PubCo and/or the Grosvenor BT Companies, and even though such counsel may have represented Acquiror PubCo and/or the Grosvenor BT Companies in a matter substantially related to such dispute, or may be handling ongoing matters for AcquirorPubCo, the Grosvenor BT Companies, the Grosvenor BT Designated Directors and/or the Grosvenor HoldersBT Assets. Acquiror PubCo and the Grosvenor BT Companies further agree that, as to all legally privileged communications prior to the Closing between or among any legal counsel (including ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) that represented the Grosvenor CompaniesBT Assets, the Grosvenor BT Designated Directors and/or the Grosvenor Holders BT Companies prior to the Closing and any one or more such Persons that relate in any way to the Transactions, the attorney/client privilege and the expectation of client confidence belongs to the Grosvenor Holders BT Assets and/or the Grosvenor BT Designated Directors and may be controlled by the Grosvenor Holders BT Assets and/or such Grosvenor BT Designated Directors, and shall not pass to or be claimed or controlled by Acquiror PubCo (after giving effect to the Closing) or the Grosvenor BT Companies; provided that the Grosvenor Holders BT Assets and/or the Grosvenor BT Designated Directors shall not waive such attorney/client privilege other than to the extent they determine appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement. Notwithstanding the foregoing, any privileged communications or information shared by Acquiror PubCo prior to the Closing with the Grosvenor Holders BT Assets or the Grosvenor BT Designated Directors (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Grosvenor BT Companies following the Closing.

Conflicts and Privilege. Buyer, on behalf of itself and its Affiliates (a) Acquirorwhich, for this purpose, shall be deemed to include the Grosvenor Companies Company Entities and the Grosvenor Holders hereby agree Blocker), agrees that, in notwithstanding any current or prior representation of the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among Acquiror, IntermediateCo and/or Sponsor, on the one hand, and the Grosvenor Companies Company Securityholders and/or the Grosvenor Holders, on the other hand, any legal counsel (including ▇▇Company Entities by ▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP and Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP) Hollister LLP (“▇▇▇▇”), ▇▇▇▇ shall be allowed to represent the Company Securityholders, the Seller Representative and each of their respective Affiliates in any matters and disputes adverse to Buyer, the Company Entities and/or their respective Affiliates that represented Acquiror and/or Sponsor prior to either are existing on the Closing may represent Sponsor in such dispute even though the interests of Sponsor may be directly adverse to the Acquiror, and even though such counsel may have represented Acquiror in a matter substantially related to such dispute, Date or may be handling ongoing matters for Acquiror and/or Sponsor. Notwithstanding the foregoing, any privileged communications or information shared by the Grosvenor Companies prior to the Closing with Acquiror or Sponsor (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Grosvenor Companies following the Closing. (b) Acquiror and the Grosvenor Companies hereby agree that, arise in the event a dispute with respect future and relate to this Agreement or the Transactions transactions contemplated hereby. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Company Entities and Blocker), hereby (i) waives any claim that Buyer, the Company Entities, Blocker or any of their respective Affiliates have or may have that ▇▇▇▇ has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) agrees that, if a dispute arises after the Closing between Buyer, the Company Entities, Blocker or among the Grosvenor Designated Directors and/or the Grosvenor Holdersany of their respective Affiliates, on the one hand, and the Grosvenor Companies and/or AcquirorCompany Securityholders, the Seller Representative, or any of their respective Affiliates, on the other hand, any legal counsel (including ▇▇then ▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) that represented the Grosvenor Designated Directors and/or the Grosvenor Holders prior to the Closing may represent the Grosvenor Designated Directors Company Securityholders, the Seller Representative, and/or the Grosvenor Holders such Affiliate in such dispute even though the interests of the Grosvenor Designated Directors Company Securityholders, the Seller Representative, and/or the Grosvenor Holders such Affiliate may be directly adverse to Buyer, the Acquiror Company Entities, Blocker and/or the Grosvenor Companies, their respective Affiliates and even though such counsel ▇▇▇▇ may have represented Acquiror and/or the Grosvenor Companies Company Entities or Blocker in a matter substantially related to such dispute, dispute or may be handling ongoing matters for AcquirorBuyer, the Grosvenor CompaniesCompany Entities, Blocker and/or their respective Affiliates. Buyer, on behalf of itself and its Affiliates (which, for this purpose, shall be deemed to include the Grosvenor Designated Directors and/or the Grosvenor Holders. Acquiror Company Entities and the Grosvenor Companies further agree Blocker), agrees that, as to all legally privileged communications prior to the Closing between or among any legal counsel (including ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) that represented and the Grosvenor CompaniesCompany Securityholders, the Grosvenor Designated Directors and/or the Grosvenor Holders Company Entities and Blocker (prior to the Closing and Closing) and/or any one or more such Persons of their respective Affiliates that relate in any way to the Transactionstransactions contemplated by this Agreement, the attorney/-client privilege and the expectation of client confidence belongs solely to the Grosvenor Holders and/or the Grosvenor Designated Directors and may Company Securityholders, shall be controlled solely by the Grosvenor Holders and/or such Grosvenor Designated Directors, Company Securityholders and shall not pass to or be claimed or controlled by Acquiror (after giving effect to the Closing) Buyer or the Grosvenor Companies; provided that the Grosvenor Holders and/or the Grosvenor Designated Directors shall not waive such attorney/client privilege other than to the extent they determine appropriate in connection with the enforcement Company Entities or defense of their respective rights or obligations existing under this AgreementBlocker. Notwithstanding the foregoing, any privileged communications if a dispute arises between Buyer or information shared by Acquiror prior the Company Entities or Blocker and a third party (other than the Company Securityholders, the Seller Representative or their respective Affiliates) after the Closing, then the Company Entities and Blocker, to the Closing with extent applicable, may assert the Grosvenor Holders or attorney-client privilege to prevent disclosure to such third party of confidential communications by ▇▇▇▇; provided, however, that the Grosvenor Designated Directors (in any capacity) under a common interest agreement shall remain Company Entities and Blocker may not waive such privilege without the privileged communications or information prior written consent of the Grosvenor Companies following the ClosingSeller Representative.

Conflicts and Privilege. (a) AcquirorIt is acknowledged by each of the parties hereto that the Company, the Grosvenor Companies WBCP QP and the Grosvenor Holders hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among Acquiror, IntermediateCo and/or Sponsor, on the one hand, and the Grosvenor Companies and/or the Grosvenor Holders, on the other hand, any legal counsel (including W▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP Capital Partners VII, LP (together with WBCP QP, "WBCP") have retained K&E to act as its counsel in connection with the transactions contemplated hereby and Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP) that represented Acquiror and/or Sponsor prior to K&E has not acted as counsel for any other party in connection with the transactions contemplated hereby and that none of the other parties has the status of a client of K&E for conflict of interest or any other purposes as a result thereof. The Buyer hereby agrees that, in the event that a dispute arises after the Closing between the Buyer and WBCP (including WBCP QP, in its capacity as the Sellers' Representative), K&E may represent Sponsor WBCP (including WBCP QP, in its capacity as the Sellers' Representative) in such dispute even though the interests of Sponsor WBCP (including WBCP QP, in its capacity as the Sellers' Representative) may be directly adverse to the AcquirorBuyer, the Company or the Subsidiaries, and even though such counsel K&E may have represented Acquiror the Company or the Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror and/or Sponsor. Notwithstanding the foregoingBuyer, any privileged communications or information shared by the Grosvenor Companies prior to the Closing with Acquiror or Sponsor (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Grosvenor Companies following the Closing. (b) Acquiror and the Grosvenor Companies hereby agree that, in the event a dispute with respect to this Agreement Company or the Transactions arises after the Closing between or among the Grosvenor Designated Directors and/or the Grosvenor Holders, on the one hand, and the Grosvenor Companies and/or Acquiror, on the other hand, any legal counsel (including ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) that represented the Grosvenor Designated Directors and/or the Grosvenor Holders prior to the Closing may represent the Grosvenor Designated Directors and/or the Grosvenor Holders in such dispute even though the interests of the Grosvenor Designated Directors and/or the Grosvenor Holders may be directly adverse to the Acquiror and/or the Grosvenor Companies, and even though such counsel may have represented Acquiror and/or the Grosvenor Companies in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror, the Grosvenor Companies, the Grosvenor Designated Directors and/or the Grosvenor HoldersSubsidiaries. Acquiror and the Grosvenor Companies Buyer further agree agrees that, as to all legally privileged communications prior to among K&E, the Closing between or among any legal counsel Company, the Subsidiaries and WBCP (including ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPWBCP QP, in its capacity as the Sellers' Representative) that represented the Grosvenor Companies, the Grosvenor Designated Directors and/or the Grosvenor Holders prior to the Closing and any one or more such Persons that relate in any way to the Transactionstransactions contemplated by this Agreement, the attorney/-client privilege and the expectation of client confidence belongs to WBCP (including WBCP QP, in its capacity as the Grosvenor Holders and/or the Grosvenor Designated Directors Sellers' Representative) and may be controlled by the Grosvenor Holders and/or such Grosvenor Designated Directors, WBCP and shall not pass to or be claimed or controlled by Acquiror (after giving effect to the Closing) Buyer, the Company or the Grosvenor Companies; provided that the Grosvenor Holders and/or the Grosvenor Designated Directors shall not waive such attorney/client privilege other than to the extent they determine appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this AgreementSubsidiaries. Notwithstanding the foregoing, any privileged communications or information shared by Acquiror prior to in the Closing with event that a dispute arises between the Grosvenor Holders Buyer, the Company or the Grosvenor Designated Directors (in any capacity) under Subsidiaries and a common interest agreement shall remain the privileged communications or information of the Grosvenor Companies following third party other than a party to this Agreement after the Closing, the Company and the Subsidiaries may assert the attorney-client privilege to prevent disclosure of confidential communications by K&E to such third party; provided, however, that neither the Company nor the Subsidiaries may waive such privilege without the prior written consent of WBCP.

Conflicts and Privilege. (a) Acquiror, the Grosvenor Companies GSR III and the Grosvenor Holders Terra Entities hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among Acquiror, IntermediateCo GSR III and/or Sponsor, on the one hand, and the Grosvenor Companies and/or the Grosvenor Holders, on the other hand, any legal counsel (including ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP and Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP) that represented Acquiror and/or Sponsor prior to the Closing may represent Sponsor in such dispute even though the interests of Sponsor may be directly adverse to the Acquiror, and even though such counsel may have represented Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror and/or Sponsor. Notwithstanding the foregoing, any privileged communications or information shared by the Grosvenor Companies prior to the Closing with Acquiror or Sponsor (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Grosvenor Companies following the Closing. (b) Acquiror and the Grosvenor Companies hereby agree that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among the Grosvenor Designated Directors and/or the Grosvenor Holders, on the one hand, and the Grosvenor Companies and/or AcquirorTerra Entities, on the other hand, any legal counsel (including ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) that represented the Grosvenor Designated Directors GSR III and/or the Grosvenor Holders Sponsor prior to the Closing may represent the Grosvenor Designated Directors and/or the Grosvenor Holders Sponsor in such dispute even though the interests of the Grosvenor Designated Directors and/or the Grosvenor Holders Sponsor may be directly adverse to the Acquiror and/or the Grosvenor CompaniesGSR III, and even though such counsel may have represented Acquiror and/or the Grosvenor Companies GSR III in a matter substantially related to such dispute, or may be handling ongoing matters for AcquirorGSR III and/or Sponsor. Notwithstanding the foregoing, any privileged communications or information shared by the Grosvenor CompaniesTerra Entities prior to the Closing with GSR III or Sponsor (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Terra Entities following the Closing. (b) GSR III and the Terra Entities hereby agree that, in the Grosvenor event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among the Terra Designated Directors, on the one hand, and the Terra Entities and/or GSR III, on the other hand, any legal counsel (including ▇▇▇▇ & ▇▇▇▇ LLP) that represented the Terra Designated Directors and/or the Grosvenor HoldersTerra Entities prior to the Closing may represent the Terra Designated Directors in such dispute even though the interests of the Terra Designated Directors may be directly adverse to GSR III and/or the Terra Entities, and even though such counsel may have represented GSR III and/or the Terra Entities in a matter substantially related to such dispute, or may be handling ongoing matters for GSR III, the Terra Entities and/or the Terra Designated Directors. Acquiror GSR III and the Grosvenor Companies Terra Entities further agree that, as to all legally privileged communications prior to the Closing between or among any legal counsel (including ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) that represented the Grosvenor Companies, the Grosvenor Terra Designated Directors and/or the Grosvenor Holders Terra Entities prior to the Closing and any one or more such Persons that relate in any way to the Transactions, the attorney/client privilege and the expectation of client confidence belongs to the Grosvenor Holders and/or the Grosvenor Terra Designated Directors and may be controlled by the Grosvenor Holders and/or such Grosvenor Terra Designated Directors, and shall not pass to or be claimed or controlled by Acquiror GSR III (after giving effect to the Closing) or the Grosvenor CompaniesTerra Entities; provided that the Grosvenor Holders and/or the Grosvenor Terra Designated Directors shall not waive such attorney/client privilege other than to the extent they determine appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement. Notwithstanding the foregoing, any privileged communications or information shared by Acquiror GSR III prior to the Closing with the Grosvenor Holders or the Grosvenor Terra Designated Directors (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Grosvenor Companies Terra Entities following the Closing.

Conflicts and Privilege. (a) Acquiror, the Grosvenor Companies and the Grosvenor Holders Holder hereby agree that, in the event a dispute with respect to this Agreement or the Transactions transactions contemplated hereby arises after the Closing between or among Acquiror, IntermediateCo the SCH Designated Directors and/or the Sponsor, on the one hand, and the Grosvenor Companies and/or the Grosvenor HoldersHolder, on the other hand, any legal counsel (including ▇▇▇▇▇▇ ▇Skadden, Arps, Slate, M▇▇▇▇▇▇ & ▇F▇▇▇ LLP and Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP) that represented Acquiror Acquiror, the SCH Designated Directors and/or the Sponsor prior to the Closing may represent the SCH Designated Directors and/or the Sponsor in such dispute even though the interests of the SCH Designated Directors and/or the Sponsor may be directly adverse to the Acquiror, and even though such counsel may have represented Acquiror in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror, the SCH Designated Directors and/or the Sponsor. Acquiror, the Companies and the Holder further agree that, as to all legally privileged communications prior to the Closing between or among any legal counsel (including Skadden, Arps, Slate, M▇▇▇▇▇▇ & F▇▇▇ LLP) that represented Acquiror, the SCH Designated Directors and/or Sponsor prior to the Closing and any one or more such Persons that relate in any way to the transactions contemplated hereby, the attorney/client privilege and the expectation of client confidence belongs to the SCH Designated Directors and may be controlled by such SCH Designated Directors, and shall not pass to or be claimed or controlled by Acquiror and/or Sponsor(after giving effect to the Closing), the Companies and the Holder; provided that the SCH Designated Directors shall not waive such attorney/client privilege other than to the extent they determine appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement. Notwithstanding the foregoing, any privileged communications or information shared by the Grosvenor Companies prior to the Closing with Acquiror Acquiror, the Sponsor or Sponsor the SCH Designated Directors (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Grosvenor Companies following the ClosingSurviving Companies. (b) Acquiror and the Grosvenor Companies hereby agree that, in the event a dispute with respect to this Agreement or the Transactions transactions contemplated hereby arises after the Closing between or among the Grosvenor Holder Designated Directors and/or the Grosvenor HoldersHolder, on the one hand, and the Grosvenor Companies and/or Acquiror, on the other hand, any legal counsel (including ▇L▇▇▇▇▇ & ▇W▇▇▇▇▇▇ LLP) that represented the Grosvenor Holder Designated Directors and/or the Grosvenor Holders Holder prior to the Closing may represent the Grosvenor Holder Designated Directors and/or the Grosvenor Holders Holder in such dispute even though the interests of the Grosvenor Holder Designated Directors and/or the Grosvenor Holders Holder may be directly adverse to the Acquiror and/or the Grosvenor Companies, and even though such counsel may have represented Acquiror and/or the Grosvenor Companies in a matter substantially related to such dispute, or may be handling ongoing matters for Acquiror, the Grosvenor Companies, the Grosvenor Holder Designated Directors and/or the Grosvenor HoldersHolder. Acquiror and the Grosvenor Companies further agree that, as to all legally privileged communications prior to the Closing between or among any legal counsel (including ▇L▇▇▇▇▇ & ▇W▇▇▇▇▇▇ LLP) that represented the Grosvenor Companies, the Grosvenor Holder Designated Directors and/or the Grosvenor Holders Holder prior to the Closing and any one or more such Persons that relate in any way to the Transactionstransactions contemplated hereby, the attorney/client privilege and the expectation of client confidence belongs to the Grosvenor Holders Holder and/or the Grosvenor Holder Designated Directors and may be controlled by the Grosvenor Holders Holder and/or such Grosvenor SCH Designated Directors, and shall not pass to or be claimed or controlled by Acquiror (after giving effect to the Closing) or the Grosvenor Companies; provided that the Grosvenor Holders Holder and/or the Grosvenor Holder Designated Directors shall not waive such attorney/client privilege other than to the extent they determine appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement. Notwithstanding the foregoing, any privileged communications or information shared by Acquiror prior to the Closing with the Grosvenor Holders Holder or the Grosvenor Holder Designated Directors (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Grosvenor Companies following the ClosingSurviving Companies.