Common use of Legal Representation Clause in Contracts

Legal Representation. (a) Each of the parties to this Agreement acknowledges that Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP (“Xxxxx Xxxxx”) currently serves as counsel to both (a) the Company and its Subsidiaries and (b) Onex Corporation and its Affiliates (the “Onex Group”), including Trilliant Gaming Nevada Inc. in its capacity as the Stockholder Representative, both in connection with the negotiation, preparation, execution and delivery of this Agreement and the Escrow Agreement and the consummation of the Merger and in connection with other matters. There may come a time, including after consummation of the Merger, when the interests of the Onex Group and the Company or any of its Subsidiaries may no longer be aligned or when, for any reason, the Onex Group, Xxxxx Xxxxx or the Company or any of its Subsidiaries believes that Xxxxx Xxxxx can or should no longer represent both the Onex Group and the Company or any of its Subsidiaries. The parties understand and specifically agree that Fried Xxxxx xxx withdraw from representing the Company and its Subsidiaries and continue to represent the Onex Group (or any other holder of Shares), even if the interests of the Onex Group (or such other holder of Shares), and the interests of the Company or any of its Subsidiaries are or may be adverse, including in connection with any dispute arising out of or relating to this Agreement or any of the documents or transactions contemplated hereby, and even though Fried Xxxxx xxx have represented the Company and its Subsidiaries in a matter substantially related to such dispute, and Parent, Merger Sub and the Company hereby consent thereto and waive any conflict of interest arising therefrom. (b) Each of the parties further agrees that, as to all communications on or prior to the Closing Date among Xxxxx Xxxxx, the Company, any of its Subsidiaries and the Onex Group (or any other holder of Shares), the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Onex Group and shall not pass to or be claimed by the Company or any of its Affiliates. In addition, if the Merger is consummated, (i) the Company and its Subsidiaries shall have no right of access to or control over any of Fried Frank’s records related to the Merger or the other transactions contemplated hereby, which shall become the property of (and be controlled by) the Onex Group and (ii) it would be impracticable to remove from the records (including emails and other electronic files) of the Company and its Subsidiaries any privileged communications with Xxxxx Xxxxx. Accordingly, the Company and its Subsidiaries, Parent and Merger Sub agree not to rely upon such privileged communications that may remain in the records of the Company or its Subsidiaries, and the parties agree that no attorney-client privilege, attorney work product or other privilege or protection is waived or intended to be waived by allowing such material to remain in the files of the Company or its Subsidiaries. Furthermore, in the event of a dispute between the Onex Group and the Company or any of its Subsidiaries arising out of or relating to any matter in which Xxxxx Xxxxx acted for them both, none of the attorney-client privilege, the expectation of client confidence or any other rights to any evidentiary privilege will protect from disclosure to the Onex Group any information or documents developed or shared during the course of Fried Frank’s joint representation of the Onex Group and the Company and its Subsidiaries.

Legal Representation. (a) Each Parent hereby agrees on behalf of its directors, members, partners, officers, employees and Affiliates (including after the parties to this Agreement acknowledges Closing, the Company), and each of their respective successors and assigns (all such parties, the “Parent Waiving Parties”), that Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx Procter LLP (“Xxxxx Xxxxx”or any successor) currently serves as counsel to both (a) may represent the Company and its Subsidiaries and (b) Onex Corporation and its Stockholders or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Company) (collectively, the “Onex Stockholder Group”), including Trilliant Gaming Nevada Inc. in each case, in connection with any Legal Proceeding or obligation arising out of or relating to this Agreement, any Transaction Agreement or the Transactions, notwithstanding its capacity as representation (or any continued representation) of the Group Companies or other Parent Waiving Parties, and each of Parent and the Company on behalf of itself and the Parent Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising therefrom or relating thereto. Parent and the Company acknowledge that the foregoing provision applies whether or not Xxxxxxx Procter LLP provides legal services to any Group Companies after the Closing Date. Each of Parent and the Company, for itself and the Parent Waiving Parties, hereby further irrevocably acknowledges and agrees that all communications, written or oral, between any Group Company or any member of the Stockholder RepresentativeGroup and its counsel, both including Xxxxxxx Procter LLP, made in connection with the negotiation, preparation, execution execution, delivery and delivery performance under, or any dispute or Legal Proceeding arising out of or relating to, this Agreement and Agreement, any Transaction Agreements or the Escrow Agreement and the consummation Transactions, or any matter relating to any of the Merger and in connection with other matters. There may come a timeforegoing, including after consummation of are privileged communications that do not pass to the Company notwithstanding the Merger, when and instead survive, remain with and are controlled by the interests Stockholder Group (the “Stockholder Privileged Communications”), without any waiver thereof. Parent and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Onex Group and Stockholder Privileged Communications, whether located in the Company records or any of its Subsidiaries may no longer be aligned or when, for any reason, the Onex Group, Xxxxx Xxxxx or the Company or any of its Subsidiaries believes that Xxxxx Xxxxx can or should no longer represent both the Onex Group and the Company or any of its Subsidiaries. The parties understand and specifically agree that Fried Xxxxx xxx withdraw from representing the Company and its Subsidiaries and continue to represent the Onex Group (or any other holder of Shares), even if the interests of the Onex Group (or such other holder of Shares), and the interests email server of the Company or otherwise (including in the knowledge or the officers and employees of the Company), in any Legal Proceeding against or involving any of the Parties after the Closing, and Parent and the Company agree not to assert that any privilege has been waived as to the Stockholder Privileged Communications, whether located in the records or email server of the Company or otherwise (including in the knowledge of the officers and employees of the Company). (b) The Company hereby agrees on behalf of its Subsidiaries are directors, members, partners, officers, employees and Affiliates and the Company Stockholders, and each of their respective successors and assigns (all such parties, the “Company Waiving Parties”), that White & Case LLP (or any successor) may be adverserepresent the Sponsor, including Parent or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Company) (collectively, the “Parent Group”), in each case, in connection with any dispute Legal Proceeding or obligation arising out of or relating to this Agreement, any Transaction Agreement or the Transactions, notwithstanding its representation (or any continued representation) of the Parent Group, and the Company on behalf of itself and Company Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising therefrom or relating thereto. The Company acknowledges that the foregoing provision applies whether or not White & Case LLP provides legal services to the Sponsor or Parent after the Closing Date. The Company, for itself and the Company Waiving Parties, hereby further irrevocably acknowledges and agrees that all communications, written or oral, between any of the documents or transactions contemplated hereby, and even though Fried Xxxxx xxx have represented the Company Parent Group and its Subsidiaries counsel, including White & Case LLP, made in a matter substantially related to such disputeconnection with the negotiation, preparation, execution, delivery and Parentperformance under, Merger Sub and the Company hereby consent thereto and waive any conflict of interest arising therefrom. (b) Each of the parties further agrees that, as to all communications on or prior to the Closing Date among Xxxxx Xxxxx, the Company, any of its Subsidiaries and the Onex Group (or any other holder of Shares), the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Onex Group and shall not pass to dispute or be claimed by the Company or any of its Affiliates. In addition, if the Merger is consummated, (i) the Company and its Subsidiaries shall have no right of access to or control over any of Fried Frank’s records related to the Merger or the other transactions contemplated hereby, which shall become the property of (and be controlled by) the Onex Group and (ii) it would be impracticable to remove from the records (including emails and other electronic files) of the Company and its Subsidiaries any privileged communications with Xxxxx Xxxxx. Accordingly, the Company and its Subsidiaries, Parent and Merger Sub agree not to rely upon such privileged communications that may remain in the records of the Company or its Subsidiaries, and the parties agree that no attorney-client privilege, attorney work product or other privilege or protection is waived or intended to be waived by allowing such material to remain in the files of the Company or its Subsidiaries. Furthermore, in the event of a dispute between the Onex Group and the Company or any of its Subsidiaries Legal Proceeding arising out of or relating to, this Agreement, any Transaction Agreements or the Transactions, or any matter relating to any matter in which Xxxxx Xxxxx acted for them both, none of the attorney-client privilegeforegoing, the expectation of client confidence or any other rights to any evidentiary privilege will protect from disclosure are privileged communications that do not pass to the Onex Group Company notwithstanding the Merger, and instead survive, remain with and are controlled by the Sponsor and Parent (the “Parent Privileged Communications”), without any information waiver thereof. Sponsor and Parent, together with any of their respective Affiliates, Subsidiaries, successors or documents developed assigns, agree that no Person may use or shared during the course of Fried Frank’s joint representation rely on any of the Onex Group Stockholder Privileged Communications, whether located in the records or email server of the Company or otherwise (including in the knowledge or the officers and employees of the Company), in any Legal Proceeding against or involving any of the Parties after the Closing, and the Company and its SubsidiariesWaiving Parties agree not to assert that any privilege has been waived as to the Parent Privileged Communications.

Legal Representation. The Acquiror hereby agrees on behalf of its directors, members, partners, officers, employees and Affiliates (a) Each including after the Closing, X0X, X0XXxx, HKSub, OPH and Fintech), and each of their respective successors and assigns (all such parties, the parties to this Agreement acknowledges “Waiving Parties”), that Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx Dechert LLP (“Xxxxx Xxxxx”or any successor) currently serves as counsel to both (a) may represent the Company and its Subsidiaries and (b) Onex Corporation and its Group Parties or any of their directors, members, partners, officers, employees or Affiliates (collectively, the “Onex Group Parties Group”), in each case, in connection with any Legal Proceeding or obligation arising out of or relating to this Agreement, any Additional Agreement or the Acquisition Merger, notwithstanding its representation (or any continued representation) of TAG or other Waiving Parties, and each of the Acquiror and each Group Party on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising therefrom or relating thereto. The Acquiror acknowledges that the foregoing provision applies whether or not Dechert LLP provides legal services to any Group Party after the Closing Date. The Group Parties, for themselves and the Waiving Parties, hereby further irrevocably acknowledge and agree that all communications, written or oral, between any Group Parties or any member of the Group Parties Group and its counsel, including Trilliant Gaming Nevada Inc. in its capacity as the Stockholder RepresentativeDechert LLP, both made in connection with the negotiation, preparation, execution execution, delivery and delivery of this Agreement and the Escrow Agreement and the consummation of the Merger and in connection with other matters. There may come a timeperformance under, including after consummation of the Merger, when the interests of the Onex Group and the Company or any of its Subsidiaries may no longer be aligned dispute or when, for any reason, the Onex Group, Xxxxx Xxxxx or the Company or any of its Subsidiaries believes that Xxxxx Xxxxx can or should no longer represent both the Onex Group and the Company or any of its Subsidiaries. The parties understand and specifically agree that Fried Xxxxx xxx withdraw from representing the Company and its Subsidiaries and continue to represent the Onex Group (or any other holder of Shares), even if the interests of the Onex Group (or such other holder of Shares), and the interests of the Company or any of its Subsidiaries are or may be adverse, including in connection with any dispute Legal Proceeding arising out of or relating to, this Agreement, any Additional Agreements or the Acquisition Merger, or any matter relating to this Agreement or any of the documents or transactions contemplated herebyforegoing, are privileged communications that do not pass to the Group Parties notwithstanding the Acquisition Merger, and even though Fried Xxxxx xxx have represented instead survive, remain with and are controlled by the Company Group Parties Group (the “Privileged Communications”), without any waiver thereof. The Acquiror together with its Affiliates, Subsidiaries, successors or assigns, agrees that no Person may use or rely on any of the Privileged Communications, whether located in the records or email server of any Group Party or otherwise (including in the knowledge or the officers and its Subsidiaries employees of any Group Party), in a matter substantially related to such dispute, and Parent, Merger Sub and the Company hereby consent thereto and waive any conflict of interest arising therefrom. (b) Each Legal Proceeding against or involving any of the parties further after the Closing, and the Acquiror agrees that, not to assert that any privilege has been waived as to all communications on or prior to the Closing Date among Xxxxx XxxxxPrivileged Communications, the Company, any of its Subsidiaries and the Onex Group (or any other holder of Shares), the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Onex Group and shall not pass to or be claimed by the Company or any of its Affiliates. In addition, if the Merger is consummated, (i) the Company and its Subsidiaries shall have no right of access to or control over any of Fried Frank’s records related to the Merger or the other transactions contemplated hereby, which shall become the property of (and be controlled by) the Onex Group and (ii) it would be impracticable to remove from the records (including emails and other electronic files) of the Company and its Subsidiaries any privileged communications with Xxxxx Xxxxx. Accordingly, the Company and its Subsidiaries, Parent and Merger Sub agree not to rely upon such privileged communications that may remain whether located in the records or email server of any Group Party or otherwise (including in the knowledge of the Company or its Subsidiaries, officers and the parties agree that no attorney-client privilege, attorney work product or other privilege or protection is waived or intended to be waived by allowing such material to remain in the files employees of the Company or its Subsidiaries. Furthermore, in the event of a dispute between the Onex any Group and the Company or any of its Subsidiaries arising out of or relating to any matter in which Xxxxx Xxxxx acted for them both, none of the attorney-client privilege, the expectation of client confidence or any other rights to any evidentiary privilege will protect from disclosure to the Onex Group any information or documents developed or shared during the course of Fried Frank’s joint representation of the Onex Group and the Company and its SubsidiariesParty).

Legal Representation. (a) Each WinVest hereby agrees on behalf of the parties to this Agreement acknowledges that Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP (“Xxxxx Xxxxx”) currently serves as counsel to both (a) the Company itself and its Subsidiaries directors, members, partners, officers, employees and affiliates (b) Onex Corporation including after the Closing, the Surviving Company, Xtribe PLC and its Affiliates the Xtribe Subsidiaries), and each of their respective successors and assigns (all such parties, the “Onex GroupWinVest Waiving Parties”), including Trilliant Gaming Nevada Inc. in its capacity as that Cozen O’Xxxxxx may represent WinVest, the Stockholder RepresentativeSurviving Company, both in connection with Xtribe PLC, the negotiation, preparation, execution Xtribe Subsidiaries and delivery of this Agreement and the Escrow Agreement and the consummation of the Merger and in connection with other matters. There may come a time, including after consummation of the Merger, when the interests of the Onex Group and the Company or any of its Subsidiaries may no longer be aligned their respective directors, managers, members, partners, officers, employees or whenaffiliates, for any reasonin each case, the Onex Group, Xxxxx Xxxxx or the Company or any of its Subsidiaries believes that Xxxxx Xxxxx can or should no longer represent both the Onex Group and the Company or any of its Subsidiaries. The parties understand and specifically agree that Fried Xxxxx xxx withdraw from representing the Company and its Subsidiaries and continue to represent the Onex Group (or any other holder of Shares), even if the interests of the Onex Group (or such other holder of Shares), and the interests of the Company or any of its Subsidiaries are or may be adverse, including in connection with any dispute Action or obligation arising out of or relating to this Agreement Agreement, notwithstanding its representation (or any continued representation) of the documents Company Signatories or transactions contemplated herebytheir subsidiaries or other WinVest Waiving Parties, and even though Fried Xxxxx xxx have represented each of WinVest and the Surviving Company on behalf of itself and its Subsidiaries in a matter substantially related to such disputethe WinVest Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, and Parent, Merger Sub breach of duty or any other objection arising therefrom or relating thereto. WinVest and the Company hereby consent thereto and waive Signatories acknowledge that the foregoing provision applies whether or not Cozen O’Xxxxxx provides legal services to any conflict of interest arising therefromWinVest, the Surviving Company or its subsidiaries after the Closing Date. (b) Each The Company Signatories hereby agree on behalf of the parties further agrees thatthemselves, as to their respective directors, managers, members, partners, officers, employees and affiliates, and each of their respective successors and assigns (all communications on or prior to the Closing Date among Xxxxx Xxxxxsuch parties, the “Company Waiving Parties”), that Hxxxxx and Bxxxx, LLP may represent Surviving Company, any of its Subsidiaries and the Onex Group (or any other holder of Shares)Xtribe Subsidiaries, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Onex Group and shall not pass to or be claimed by the Company Sponsor or any of its Affiliates. In additiontheir directors, if the Merger is consummatedmembers, (i) the Company and its Subsidiaries shall have no right of access to partners, officers, employees or control over any of Fried Frank’s records related to the Merger or the other transactions contemplated hereby, which shall become the property of (and be controlled by) the Onex Group and (ii) it would be impracticable to remove from the records (including emails and other electronic files) of the Company and its Subsidiaries any privileged communications with Xxxxx Xxxxx. Accordingly, the Company and its Subsidiaries, Parent and Merger Sub agree not to rely upon such privileged communications that may remain in the records of the Company or its Subsidiaries, and the parties agree that no attorney-client privilege, attorney work product or other privilege or protection is waived or intended to be waived by allowing such material to remain in the files of the Company or its Subsidiaries. Furthermoreaffiliates, in the event of a dispute between the Onex Group and the Company each case, in connection with any Action or any of its Subsidiaries obligation arising out of or relating to this Agreement, notwithstanding its representation (or any matter in which Xxxxx Xxxxx acted for them bothcontinued representation) of WinVest or other Company Waiving Parties, none and the Company Signatories on behalf of themselves and the attorney-client privilegeCompany Waiving Parties hereby consent thereto and irrevocably waive (and will not assert) any conflict of interest, the expectation breach of client confidence duty or any other rights objection arising therefrom or relating thereto. The Company Signatories acknowledge that the foregoing provision applies whether or not Hxxxxx and Bxxxx, LLP provides legal services to any evidentiary privilege will protect from disclosure to WinVest or Sponsor after the Onex Group any information or documents developed or shared during the course of Fried Frank’s joint representation of the Onex Group and the Company and its SubsidiariesClosing Date.

Legal Representation. (a) Each of HCM and the parties to this Agreement acknowledges Murano Parties hereby agrees on behalf of their directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the Closing, the Surviving Corporation) (all such parties, the “K&S Waiving Parties”), that Fried, Frank, Harris, Xxxxxxx King & Xxxxxxxx Spalding LLP (“Xxxxx XxxxxK&S”) currently serves as counsel or Xxxxxx & Xxxxx N.V. (“L&L”) may represent the stockholders or holders of other equity interests of the Company or any of their respective directors, members, partners, officers, employees or Affiliates (other than HCM or its Subsidiaries) (collectively, the “K&S WP Group”), in each case, solely in connection with any Action or obligation arising out of or relating to both (a) this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby, notwithstanding its prior representation of the Company and its Subsidiaries or other K&S Waiving Parties, and each of HCM and the Murano Parties on behalf of itself and the K&S Waiving Parties hereby consents thereto and irrevocably waives (band will not assert) Onex Corporation any conflict of interest, breach of duty or any other objection arising from or relating to K&S’s and L&L’s prior representation of the Company, its Subsidiaries or of K&S Waiving Parties. HCM and the each of the Murano Parties, for itself and the K&S Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Affiliates (Subsidiaries or any member of the “Onex K&S WP Group”), including Trilliant Gaming Nevada Inc. in its capacity as on the Stockholder Representativeone hand, both and K&S or L&L, on the other hand, made prior to the Closing, in connection with the negotiation, preparation, execution execution, delivery and delivery performance under, or any dispute or Action arising out of or relating to, this Agreement Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Surviving Corporation notwithstanding the Merger, and instead survive, remain with and are controlled by the K&S WP Group (the “K&S Privileged Communications”), without any waiver thereof. HCM and the Escrow Agreement and the consummation each of the Merger Murano Parties, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the K&S Privileged Communications, whether located in the records or email server of the Surviving Corporation and its Subsidiaries, in connection with other matters. There may come a timeany Action against or involving any of the parties after the Closing, including after consummation and HCM and each of the Murano Parties agree not to assert that any privilege has been waived as to the K&S Privileged Communications, by virtue of the Merger. (b) Each of HCM and the Company hereby agrees on behalf of its directors, when members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the Closing, the Surviving Corporation) (all such parties, the “Clifford Chance Waiving Parties”), that Xxxxxxxx Xxxxxx LLP (“Clifford Chance”) may represent the stockholders or holders of other equity interests of the Onex Group and the Company Sponsor or of HCM or any of its Subsidiaries may no longer be aligned their respective directors, members, partners, officers, employees or when, for any reasonAffiliates (collectively, the Onex “Clifford Chance WP Group, Xxxxx Xxxxx or the Company or any of its Subsidiaries believes that Xxxxx Xxxxx can or should no longer represent both the Onex Group and the Company or any of its Subsidiaries. The parties understand and specifically agree that Fried Xxxxx xxx withdraw from representing the Company and its Subsidiaries and continue to represent the Onex Group (or any other holder of Shares”), even if the interests of the Onex Group (or such other holder of Shares)in each case, and the interests of the Company or any of its Subsidiaries are or may be adverse, including solely in connection with any dispute Action or obligation arising out of or relating to this Agreement, any Ancillary Agreement or any the transactions contemplated hereby or thereby, notwithstanding its prior representation of the documents or transactions contemplated herebySponsor, and even though Fried Xxxxx xxx have represented the Company and its Subsidiaries in a matter substantially related to such dispute, and Parent, Merger Sub and the Company hereby consent thereto and waive any conflict of interest arising therefrom. (b) Each of the parties further agrees that, as to all communications on or prior to the Closing Date among Xxxxx Xxxxx, the Company, any of its Subsidiaries and the Onex Group (or any other holder of Shares), the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Onex Group and shall not pass to or be claimed by the Company or any of its Affiliates. In addition, if the Merger is consummated, (i) the Company and its Subsidiaries shall have no right of access to or control over any of Fried Frank’s records related to the Merger or the other transactions contemplated hereby, which shall become the property of (and be controlled by) the Onex Group and (ii) it would be impracticable to remove from the records (including emails and other electronic files) of the Company and its Subsidiaries any privileged communications with Xxxxx Xxxxx. Accordingly, the Company HCM and its Subsidiaries, Parent or other Clifford Chance Waiving Parties. Each of HCM and Merger Sub agree the Company, on behalf of itself and the Xxxxxxxx Chance Waiving Parties, hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to rely upon such privileged communications that may remain in the records Clifford Chance’s prior representation of the Company Sponsor, HCM and its Subsidiaries, or other Xxxxxxxx Chance Waiving Parties. Each of HCM and the Company, for itself and the Clifford Chance Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Sponsor, HCM, or its Subsidiaries, and the parties agree that no attorney-client privilege, attorney work product or any other privilege or protection is waived or intended to be waived by allowing such material to remain in the files member of the Company or its Subsidiaries. FurthermoreXxxxxxxx Chance WP Group, on the one hand, and Clifford Chance, on the other hand, made prior to the Closing, in connection with the event of a dispute between the Onex Group negotiation, preparation, execution, delivery and the Company performance under, or any of its Subsidiaries dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby, or any matter relating to any matter in which Xxxxx Xxxxx acted for them both, none of the attorney-client privilegeforegoing, the expectation of client confidence or any other rights to any evidentiary privilege will protect from disclosure are privileged communications that do not pass to the Onex Surviving Corporation notwithstanding the Merger, and instead survive, remain with and are controlled by the Xxxxxxxx Chance WP Group (the “Clifford Chance Privileged Communications”), without any information waiver thereof. HCM and the Company, together with any of their respective Affiliates, Subsidiaries, successors or documents developed assigns, agree that no Person may use or shared during the course of Fried Frank’s joint representation rely on any of the Onex Group Xxxxxxxx Chance Privileged Communications, whether located in the records or email server of HCM and its Subsidiaries, in any Action against or involving any of the parties after the Closing, and HCM and the Company and its Subsidiariesagree not to assert that any privilege has been waived as to the Xxxxxxxx Chance Privileged Communications, by virtue of the Merger.

Legal Representation. (a) Each of the parties to this Agreement hereto acknowledges that Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP (“Xxxxx Xxxxx”) Dechert currently serves as counsel to both (a) the Company and its Subsidiaries Purchased Companies on the one hand and (b) Onex Corporation Griffon and its Affiliates (but not including the Purchased Companies) on the other hand (collectively, “Onex Griffon Group”), including Trilliant Gaming Nevada Inc. in its capacity as the Stockholder Representative, both in connection with the negotiation, preparation, execution and delivery of this Agreement and Agreement, the Escrow Agreement Ancillary Agreements and the consummation of the Merger and in connection with other matterstransactions contemplated by this Agreement. There may come a time, including after consummation of the Mergertransactions contemplated by this Agreement, when the interests of the Onex Griffon Group and the Company or any of its Subsidiaries Purchased Companies may no longer be aligned or when, for any reason, the Onex Griffon Group, Xxxxx Xxxxx Dechert or the Company or any of its Subsidiaries Purchased Companies believes that Xxxxx Xxxxx can Dechert cannot or should no longer represent both the Onex Griffon Group and the Company or any of its SubsidiariesPurchased Companies. The parties understand and specifically agree that Fried Xxxxx xxx Dechert may withdraw from representing the Company and its Subsidiaries Purchased Companies and continue to represent the Onex Group (or any other holder of Shares)Griffon Group, even if the interests of the Onex Griffon Group (or such other holder of Shares), and the interests of the Company or any of its Subsidiaries Purchased Companies are or may be adverse, including in connection with any dispute arising out of or relating to this Agreement or any of Ancillary Agreement or the documents or transactions contemplated herebyhereunder or thereunder, and even though Fried Xxxxx xxx Dechert may have represented the Company and its Subsidiaries Purchased Companies in a matter substantially related to such disputedispute or may be handling ongoing matters for the Purchased Companies or any of their Affiliates, and ParentBuyer, Merger Sub and the Company Purchased Companies hereby consent thereto and waive any conflict of interest arising therefrom. (b) . Each of the parties further agrees that, as to all communications on or prior among Dechert the Purchased Companies and Griffon Group relating to the Closing Date among Xxxxx Xxxxxnegotiation, the Companypreparation, any execution and delivery of its Subsidiaries this Agreement and the Onex Group Ancillary Agreements and the transactions contemplated hereby and thereby (or any other holder of Sharesthe “Privileged Communications”), the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege that attach as a result of Dechert representing the Purchased Companies shall survive the Closing and shall remain in effect, provided that any such privilege, from and after the Closing, shall belong to the Onex Griffon Group and shall not pass to or be claimed by the Company Purchased Companies or any of its their respective Affiliates. In furtherance of the foregoing, each of the parties hereto agrees to take the steps necessary to ensure that any privilege attaching to the Privileged Communications remain in effect and be controlled by Griffon Group. Buyer and each of the Purchased Companies, together with any of their respective Affiliates, successors or assigns, agree that no such Person may use or rely on any of the Privileged Communications in any action or claim against or involving any of the parties hereto after the Closing; provided, however, in the event that a dispute arises after the Closing between Buyer, the Purchased Companies or any of their Affiliates on the one hand and a third Person (other than a party to this agreement) on the other hand, the Purchased Companies may assert the attorney-client privilege to prevent disclosure of confidential communications by Dechert to such third party; provided further, however, that none of the Purchased Companies may waive such privilege without the prior written consent of Griffon Group which consent shall not be unreasonably withheld, conditioned or delayed. In addition, if the Merger is transactions contemplated by this Agreement are consummated, (i) Buyer, the Company Purchased Companies and its Subsidiaries their respective Affiliates and Representatives shall have no right of access to or control over any of Fried FrankDechert’s records related to the Merger or the other transactions contemplated herebyPrivileged Communications, which shall become the property of (and be controlled by) the Onex Group and (ii) it would be impracticable to remove from the records (including emails and other electronic files) of the Company and its Subsidiaries any privileged communications with Xxxxx Xxxxx. Accordingly, the Company and its Subsidiaries, Parent and Merger Sub agree not to rely upon such privileged communications that may remain in the records of the Company or its Subsidiaries, and the parties agree that no attorney-client privilege, attorney work product or other privilege or protection is waived or intended to be waived by allowing such material to remain in the files of the Company or its SubsidiariesGriffon Group. Furthermore, in the event of a dispute between Griffon Group, on the Onex Group one hand, and the Company or any of its Subsidiaries Purchased Companies, on the other hand, arising out of or relating to any matter in which Xxxxx Xxxxx Dechert acted for them both, none of the attorney-client privilege, the expectation of client confidence or any other rights to any evidentiary privilege will protect from disclosure to the Onex Griffon Group any information or documents developed or shared during the course of Fried FrankDechert’s joint representation of the Onex Griffon Group and the Company and its SubsidiariesPurchased Companies.

Legal Representation. (a) Each SPAC hereby agrees on behalf of the parties to this Agreement acknowledges that Friedits directors, Frankmembers, Harrispartners, Xxxxxxx & Xxxxxxxx LLP (“Xxxxx Xxxxx”) currently serves as counsel to both (a) the Company officers, employees and its Subsidiaries and (b) Onex Corporation and its Affiliates (including after the Second Merger Closing, the Target Companies), and each of their respective successors and assigns (all such parties, the “Onex GroupSPAC Waiving Parties”), including Trilliant Gaming Nevada Inc. in its capacity as that Proskauer Rose LLP may represent the Stockholder Representative, both in connection with the negotiation, preparation, execution and delivery of this Agreement and the Escrow Agreement and the consummation of the Merger and in connection with other matters. There may come a time, including after consummation of the Merger, when the interests of the Onex Group and the Company Target Companies or any of its Subsidiaries may no longer be aligned their respective directors, managers, members, partners, officers, employees or whenAffiliates, for any reasonin each case, the Onex Group, Xxxxx Xxxxx or the Company or any of its Subsidiaries believes that Xxxxx Xxxxx can or should no longer represent both the Onex Group and the Company or any of its Subsidiaries. The parties understand and specifically agree that Fried Xxxxx xxx withdraw from representing the Company and its Subsidiaries and continue to represent the Onex Group (or any other holder of Shares), even if the interests of the Onex Group (or such other holder of Shares), and the interests of the Company or any of its Subsidiaries are or may be adverse, including in connection with any dispute Action or obligation arising out of or relating to this Agreement Agreement, notwithstanding its representation (or any continued representation) of the documents Target Companies or transactions contemplated herebyother SPAC Waiving Parties, and even though Fried Xxxxx xxx have represented the Company and its Subsidiaries in a matter substantially related to such dispute, and Parent, Merger Sub each of SPAC and the Company on behalf of itself and the SPAC Waiving Parties hereby consent consents thereto and waive irrevocably waives (and will not assert) any conflict of interest interest, breach of duty or any other objection arising therefromtherefrom or relating thereto. SPAC and the Company acknowledge that the foregoing provision applies whether or not Proskauer Rose LLP provides legal services to any Target Companies after the Second Merger Closing Date. (b) Each The Company hereby agrees on behalf of the parties further agrees thatits directors, as to managers, members, partners, officers, employees and Affiliates, and each of their respective successors and assigns (all communications on or prior to the Closing Date among Xxxxx Xxxxxsuch parties, the Company, any of its Subsidiaries and the Onex Group (or any other holder of Shares“Company Waiving Parties”), the attorney-client privilegethat Shearman & Sterling LLP may represent SPAC, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Onex Group and shall not pass to or be claimed by the Company Sponsor or any of its Affiliates. In additiontheir respective directors, if the Merger is consummatedmembers, (i) the Company and its Subsidiaries shall have no right of access to partners, officers, employees or control over any of Fried Frank’s records related to the Merger or the other transactions contemplated hereby, which shall become the property of (and be controlled by) the Onex Group and (ii) it would be impracticable to remove from the records Affiliates (including emails and other electronic files) of following the Company and its Subsidiaries any privileged communications with Xxxxx Xxxxx. AccordinglySecond Merger Closing, the Company and its Subsidiaries, Parent and Merger Sub agree not to rely upon such privileged communications that may remain in the records of the Company or its Subsidiaries, and the parties agree that no attorney-client privilege, attorney work product or other privilege or protection is waived or intended to be waived by allowing such material to remain in the files of the Company or its Subsidiaries. FurthermoreTarget Companies), in the event of a dispute between the Onex Group and the Company each case, in connection with any Action or any of its Subsidiaries obligation arising out of or relating to this Agreement, notwithstanding its representation (or any matter in which Xxxxx Xxxxx acted for them bothcontinued representation) of SPAC or other Company Waiving Parties, none and the Company on behalf of itself and the attorney-client privilegeCompany Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, the expectation breach of client confidence duty or any other rights objection arising therefrom or relating thereto. The Company acknowledges that the foregoing provision applies whether or not Shearman & Sterling LLP provides legal services to any evidentiary privilege will protect from disclosure to SPAC or Sponsor after the Onex Group any information or documents developed or shared during the course of Fried Frank’s joint representation of the Onex Group and the Company and its SubsidiariesSecond Merger Closing Date.

Legal Representation. (a) Each The Company hereby agrees on behalf of the parties to this Agreement acknowledges that Friedits directors, Frankmembers, Harrispartners, Xxxxxxx & Xxxxxxxx LLP officers, employees and Affiliates, and each of their respective successors and assigns (“Xxxxx Xxxxx”) currently serves as counsel to both (a) the Company and its Subsidiaries and (b) Onex Corporation and its Affiliates (all such parties, the “Onex GroupCompany Waiving Parties”), including Trilliant Gaming Nevada Inc. in that Xxxxxxxxx Xxxxxxx, LLP and Shin & Xxx, LLC may represent Purchaser or its capacity as the Stockholder Representative, both in connection with the negotiation, preparation, execution and delivery of this Agreement and the Escrow Agreement and the consummation of the Merger and in connection with other matters. There may come a time, including after consummation of the Merger, when the interests of the Onex Group and the Company Subsidiaries or any of its Subsidiaries may no longer be aligned their respective directors, managers, members, partners, officers, employees or whenAffiliates, for any reasonin each case, the Onex Group, Xxxxx Xxxxx or the Company or any of its Subsidiaries believes that Xxxxx Xxxxx can or should no longer represent both the Onex Group and the Company or any of its Subsidiaries. The parties understand and specifically agree that Fried Xxxxx xxx withdraw from representing the Company and its Subsidiaries and continue to represent the Onex Group (or any other holder of Shares), even if the interests of the Onex Group (or such other holder of Shares), and the interests of the Company or any of its Subsidiaries are or may be adverse, including in connection with any dispute Action or obligation arising out of or relating to this Agreement Agreement, notwithstanding its representation (or any continued representation) of the documents Purchaser or transactions contemplated herebyits Subsidiaries or other Purchaser Waiving Parties, and even though Fried Xxxxx xxx have represented each of Purchaser and the Company on behalf of itself and Company Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising therefrom or relating thereto. The Company and Purchaser acknowledge that the foregoing provision applies whether or not Xxxxxxxxx Xxxxxxx, LLP and Shin & Xxx, LLC provides legal services to any of Purchaser and its Subsidiaries in a matter substantially related to such dispute, and Parent, Merger Sub and after the Company hereby consent thereto and waive any conflict of interest arising therefromClosing Date. (b) Each Purchaser hereby agrees on behalf of its directors, managers, members, partners, officers, employees and Affiliates, and each of their respective successors and assigns (all such parties, the parties further agrees that“Purchaser Waiving Parties”), as to all communications on or prior to the Closing Date among Xxxxx that Xxxxxxxx Xxxxxxxxxx & Xxxxx, the Company, any of its Subsidiaries LLP and the Onex Group (or any other holder of Shares), the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Onex Group and shall not pass to or be claimed by O’Melveny & Xxxxx LLP may represent the Company or any of its their respective directors, members, partners, officers, employees or Affiliates. In addition, if the Merger is consummated, (i) the Company and its Subsidiaries shall have no right of access to or control over any of Fried Frank’s records related to the Merger or the other transactions contemplated hereby, which shall become the property of (and be controlled by) the Onex Group and (ii) it would be impracticable to remove from the records (including emails and other electronic files) of the Company and its Subsidiaries any privileged communications with Xxxxx Xxxxx. Accordingly, the Company and its Subsidiaries, Parent and Merger Sub agree not to rely upon such privileged communications that may remain in the records of the Company or its Subsidiaries, and the parties agree that no attorney-client privilege, attorney work product or other privilege or protection is waived or intended to be waived by allowing such material to remain in the files of the Company or its Subsidiaries. Furthermore, in the event of a dispute between the Onex Group and the Company each case, in connection with any Action or any of its Subsidiaries obligation arising out of or relating to this Agreement, notwithstanding its representation (or any matter in which Xxxxx Xxxxx acted for them both, none continued representation) of the attorney-client privilegeCompany or other Company Waiving Parties, and each of the expectation Company and Purchaser on behalf of client confidence itself and the Purchaser Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other rights to any evidentiary privilege will protect from disclosure objection arising therefrom or relating thereto. Purchaser acknowledges that the foregoing provision applies whether or not Xxxxxxxx Xxxxxxxxxx & Xxxxx, LLP and O’Melveny & Xxxxx provide legal services to the Onex Group any information or documents developed or shared during Company after the course of Fried Frank’s joint representation of the Onex Group and the Company and its SubsidiariesClosing Date.

Legal Representation. (a) Each Following consummation of the parties to this Agreement acknowledges that Friedtransactions contemplated hereby, FrankXxxxxx, Harris, Xxxxxxx Xxxxx & Xxxxxxxx Bockius LLP (“Xxxxx Xxxxx”) currently serves and XxXxxxxx LLP may serve as counsel to both (a) the Company each and its Subsidiaries and (b) Onex Corporation and its Affiliates (the “Onex Group”), including Trilliant Gaming Nevada Inc. in its capacity as the Stockholder Representative, both in connection with the negotiation, preparation, execution and delivery of this Agreement and the Escrow Agreement and the consummation any of the Merger and in connection with other matters. There may come a timeSellers, including after consummation the holder of the Merger, when the interests of the Onex Group and the Company or any of its Subsidiaries may no longer be aligned or when, for any reason, the Onex Group, Xxxxx Xxxxx or the Company or any of its Subsidiaries believes that Xxxxx Xxxxx can or should no longer represent both the Onex Group and the Company or any of its Subsidiaries. The parties understand and specifically agree that Fried Xxxxx xxx withdraw from representing the Company and its Subsidiaries and continue to represent the Onex Group (or any other holder of Non-Voting MRPS Shares), even if the interests of the Onex Group (or such other holder of Shares), and the interests of the Company or any of its Subsidiaries are or may be adversetheir respective Non-Recourse Parties, including in connection with any dispute litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such representation or any continued representation of any other Person (including Sun Capital Partners, Inc. and their respective Affiliates), and each of the parties (on behalf of itself and each of its Non-Recourse Parties) hereto consents thereto and waives any conflict of interest arising therefrom. The decision to represent any of the documents or transactions contemplated herebySellers, the holder of the Non-Voting MRPS Shares, and even though Fried their respective Non-Recourse Parties shall be solely that of Xxxxxx, Xxxxx xxx have represented & Bockius LLP and XxXxxxxx LLP. Any privilege attaching as a result of Xxxxxx, Xxxxx & Bockius LLP or XxXxxxxx LLP representing the Company and its Subsidiaries in a matter substantially related to such dispute, and Parent, Merger Sub and connection with the Company hereby consent thereto and waive any conflict of interest arising therefrom. (b) Each of the parties further agrees that, as to all communications on or prior to transactions contemplated by this Agreement shall survive the Closing Date among Xxxxx Xxxxx, the Company, any of its Subsidiaries and the Onex Group (or any other holder of Shares), the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Onex Group and shall not pass to or remain in effect; provided, that such privilege from and after the Closing shall be claimed shared by the Company or any of its Affiliates. In addition, if the Merger is consummated, (i) the Company and its Subsidiaries shall have no right of access to or control over any of Fried Frank’s records related to the Merger or the other transactions contemplated hereby, which shall become the property of (and be controlled by) the Onex Group and (ii) it would be impracticable to remove from the records (including emails and other electronic files) of the Company and its Subsidiaries any privileged communications with Xxxxx Xxxxx. Accordingly, the Company and its Subsidiaries, Parent and Merger Sub agree not to rely upon such privileged communications that may remain in the records of the Company or its Subsidiaries, and the parties agree that no attorney-client privilege, attorney work product or other privilege or protection is waived or intended to be waived by allowing such material to remain in the files of the Company or its Subsidiaries. Furthermore, in the event of a dispute between the Onex Group Sellers and the Company or any of its Subsidiaries arising out of or relating to any matter in which Xxxxx Xxxxx acted for them both, none and no such shared privilege may be waived by (a) Sellers without the prior written consent of the attorney-client privilege, Purchaser or the expectation of client confidence Company or any other rights to any evidentiary privilege will protect from disclosure to (b) the Onex Group any information Purchaser or documents developed or shared during the course of Fried Frank’s joint representation Company without the prior written consent of the Onex Group Sellers; provided, however, that in any action or claim arising in connection with the transactions contemplated by this Agreement, such privilege shall be controlled by Sellers. In furtherance of the foregoing, each of the parties hereto agrees to take the steps necessary to ensure that any privilege attaching as a result of Xxxxxx, Xxxxx & Bockius LLP or XxXxxxxx LLP representing the Company and its Subsidiaries in connection with the transactions contemplated by this Agreement shall survive the Closing, remain in effect and be shared by the Sellers, the Company and its Subsidiaries. As to any privileged attorney client communications between Xxxxxx, Xxxxx & Bockius LLP and/or XxXxxxxx LLP and the Company or any of its Subsidiaries prior to the Closing Date (collectively, the “Privileged Communications”), the parties hereto, together with any of their respective Affiliates, successors or assigns, agree that no such party may use or rely on any of the Privileged Communications in any action or claim against or involving any of the parties hereto or any of their respective Non-Recourse Parties after the Closing. The Sellers further agrees that, on behalf of the Company and its Subsidiaries, Xxxxxx, Xxxxx & Bockius LLP and/or XxXxxxxx LLP retention by the Company or any of its respective Subsidiaries shall be deemed completed and terminated without any further action by any Person effective as of the Closing.

Legal Representation. (a) Each Acquiror hereby agrees on behalf of its directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the parties to this Agreement acknowledges Closing, the Initial Surviving Corporation) (all such parties, the “Cooley Waiving Parties”), that Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx Xxxxxx LLP (“Xxxxx XxxxxCooley”) currently serves as counsel may represent the stockholders or holders of other equity interests of the Company or any of their respective directors, members, partners, officers, employees or Affiliates (other than Acquiror or its Subsidiaries) (collectively, the “Xxxxxx XX Group”), in each case, solely in connection with any Action or obligation arising out of or relating to both (a) this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby, notwithstanding its prior representation of the Company and its Subsidiaries or other Cooley Waiving Parties, and each of Acquiror and the Company on behalf of itself and the Cooley Waiving Parties hereby consents thereto and irrevocably waives (band will not assert) Onex Corporation any conflict of interest, breach of duty or any other objection arising from or relating to Xxxxxx’x prior representation of the Company, its Subsidiaries or of Cooley Waiving Parties. Acquiror and the Company, for itself and the Cooley Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Affiliates (Subsidiaries or any member of the “Onex Xxxxxx XX Group”), including Trilliant Gaming Nevada Inc. in its capacity as on the Stockholder Representativeone hand, both and Cooley, on the other hand, made prior to the Closing, in connection with the negotiation, preparation, execution execution, delivery and delivery performance under, or any dispute or Action arising out of or relating to, this Agreement and Agreement, any Ancillary Agreements or the Escrow Agreement and the consummation transactions contemplated hereby or thereby, or any matter relating to any of the Merger and in connection with other matters. There may come a timeforegoing, including after consummation of are privileged communications that do not pass to the Initial Surviving Corporation notwithstanding the Merger, when and instead survive, remain with and are controlled by the Xxxxxx XX Group (the “Cooley Privileged Communications”), without any waiver thereof. Acquiror and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Cooley Privileged Communications, whether located in the records or email server of the Initial Surviving Corporation and its Subsidiaries, in any Action against or involving any of the parties after the Closing, and Acquiror and the Company agree not to assert that any privilege has been waived as to the Cooley Privileged Communications, by virtue of the Mergers. (b) Each of Acquiror and the Company hereby agrees on behalf of its directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the Closing, the Initial Surviving Corporation) (all such parties, the “Xxxx Xxxxxxxx Waiving Parties”), that Xxxx Xxxxxxxx LLP (“Xxxx Xxxxxxxx”) may represent the stockholders or holders of other equity interests of the Onex Group and the Company Sponsor or of Acquiror or any of its Subsidiaries may no longer be aligned their respective directors, members, partners, officers, employees or when, for any reasonAffiliates (collectively, the Onex “Xxxx Xxxxxxxx WP Group, Xxxxx Xxxxx or the Company or any of its Subsidiaries believes that Xxxxx Xxxxx can or should no longer represent both the Onex Group and the Company or any of its Subsidiaries. The parties understand and specifically agree that Fried Xxxxx xxx withdraw from representing the Company and its Subsidiaries and continue to represent the Onex Group (or any other holder of Shares”), even if the interests of the Onex Group (or such other holder of Shares)in each case, and the interests of the Company or any of its Subsidiaries are or may be adverse, including solely in connection with any dispute Action or obligation arising out of or relating to this Agreement, any Ancillary Agreement or any the transactions contemplated hereby or thereby, notwithstanding its prior representation of the documents or transactions contemplated herebySponsor, and even though Fried Xxxxx xxx have represented the Company and its Subsidiaries in a matter substantially related to such dispute, and Parent, Merger Sub and the Company hereby consent thereto and waive any conflict of interest arising therefrom. (b) Each of the parties further agrees that, as to all communications on or prior to the Closing Date among Xxxxx Xxxxx, the Company, any of its Subsidiaries and the Onex Group (or any other holder of Shares), the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Onex Group and shall not pass to or be claimed by the Company or any of its Affiliates. In addition, if the Merger is consummated, (i) the Company and its Subsidiaries shall have no right of access to or control over any of Fried Frank’s records related to the Merger or the other transactions contemplated hereby, which shall become the property of (and be controlled by) the Onex Group and (ii) it would be impracticable to remove from the records (including emails and other electronic files) of the Company and its Subsidiaries any privileged communications with Xxxxx Xxxxx. Accordingly, the Company Acquiror and its Subsidiaries, Parent or other Xxxx Xxxxxxxx Waiving Parties. Each of Acquiror and Merger Sub agree the Company, on behalf of itself and the Xxxx Xxxxxxxx Waiving Parties, hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to rely upon such privileged communications that may remain in the records Xxxx Xxxxxxxx’x prior representation of the Company Sponsor, Acquiror and its Subsidiaries, or other Xxxx Xxxxxxxx Waiving Parties. Each of Acquiror and the Company, for itself and the Xxxx Xxxxxxxx Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Sponsor, Acquiror, or its Subsidiaries, and the parties agree that no attorney-client privilege, attorney work product or any other privilege or protection is waived or intended to be waived by allowing such material to remain in the files member of the Company or its Subsidiaries. FurthermoreXxxx Xxxxxxxx WP Group, on the one hand, and Xxxx Xxxxxxxx, on the other hand, made prior to the Closing, in connection with the event of a dispute between the Onex Group negotiation, preparation, execution, delivery and the Company performance under, or any of its Subsidiaries dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby, or any matter relating to any matter in which Xxxxx Xxxxx acted for them both, none of the attorney-client privilegeforegoing, the expectation of client confidence or any other rights to any evidentiary privilege will protect from disclosure are privileged communications that do not pass to the Onex Initial Surviving Corporation notwithstanding the Merger, and instead survive, remain with and are controlled by the Xxxx Xxxxxxxx WP Group (the “Xxxx Xxxxxxxx Privileged Communications”), without any information waiver thereof. Acquiror and the Company, together with any of their respective Affiliates, Subsidiaries, successors or documents developed assigns, agree that no Person may use or shared during the course of Fried Frank’s joint representation rely on any of the Onex Group Xxxx Xxxxxxxx Privileged Communications, whether located in the records or email server of Acquiror and its Subsidiaries, in any Action against or involving any of the parties after the Closing, and Acquiror and the Company and its Subsidiariesagree not to assert that any privilege has been waived as to the Xxxx Xxxxxxxx Privileged Communications, by virtue of the Merger.

Legal Representation. (a) Each Tuatara hereby agrees on behalf of its directors, members, partners, officers, employees and Affiliates (including, after the parties to this Agreement acknowledges Closing, the Surviving Corporation and its Subsidiaries), and each of their respective successors and assigns (all such parties, the “Tuatara Waiving Parties”), that Fried, Frank, Harris, Xxxxxxx Xxxxxxxxxxx Xxxxxx & Xxxxxxxx Xxxxxxx LLP (“Xxxxx Xxxxx”) currently serves as counsel to both (a) may represent the Company Surviving Corporation and its Subsidiaries and (b) Onex Corporation and its Affiliates (the “Onex Group”), including Trilliant Gaming Nevada Inc. in its capacity as the Stockholder Representative, both in connection with the negotiation, preparation, execution and delivery of this Agreement and the Escrow Agreement and the consummation of the Merger and in connection with other matters. There may come a time, including after consummation of the Merger, when the interests of the Onex Group and the Company or any of its Subsidiaries may no longer be aligned their respective directors, managers, members, partners, officers, employees or whenAffiliates, for any reasonin each case, the Onex Group, Xxxxx Xxxxx or the Company or any of its Subsidiaries believes that Xxxxx Xxxxx can or should no longer represent both the Onex Group and the Company or any of its Subsidiaries. The parties understand and specifically agree that Fried Xxxxx xxx withdraw from representing the Company and its Subsidiaries and continue to represent the Onex Group (or any other holder of Shares), even if the interests of the Onex Group (or such other holder of Shares), and the interests of the Company or any of its Subsidiaries are or may be adverse, including in connection with any dispute Action or obligation arising out of or relating to this Agreement or any of the documents or transactions contemplated herebyAgreement, and even though Fried Xxxxx xxx have represented the Company and notwithstanding its Subsidiaries in a matter substantially related to such dispute, and Parent, Merger Sub and the Company hereby consent thereto and waive any conflict of interest arising therefrom. (b) Each of the parties further agrees that, as to all communications on or prior to the Closing Date among Xxxxx Xxxxx, the Company, any of its Subsidiaries and the Onex Group representation (or any other holder of Shares), the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Onex Group and shall not pass to or be claimed by the Company or any of its Affiliates. In addition, if the Merger is consummated, (i) the Company and its Subsidiaries shall have no right of access to or control over any of Fried Frank’s records related to the Merger or the other transactions contemplated hereby, which shall become the property of (and be controlled by) the Onex Group and (ii) it would be impracticable to remove from the records (including emails and other electronic filescontinued representation) of the Company and its Subsidiaries any privileged communications with Xxxxx Xxxxx. Accordingly, the Company and its Subsidiaries, Parent and Merger Sub agree not to rely upon such privileged communications that may remain in the records of the Company or its Subsidiariesother Tuatara Waiving Parties, and the parties agree that no attorney-client privilege, attorney work product or other privilege or protection is waived or intended to be waived by allowing such material to remain in the files each of the Company or its Subsidiaries. Furthermore, in the event of a dispute between the Onex Group Tuatara and the Company on behalf of itself and the Tuatara Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising therefrom or relating thereto. Tuatara and the Company acknowledge that the foregoing provision applies whether or not Xxxxxxx Xxxxxxxxxxx Xxxxxx & Xxxxxxx LLP provides legal services to the Surviving Corporation or any of its Subsidiaries arising out after the Closing Date. (b) The Company hereby agrees on behalf of or relating to any matter in which Xxxxx Xxxxx acted for them bothits directors, none managers, members, partners, officers, employees and Affiliates, and each of the attorney-client privilegetheir respective successors and assigns (all such parties, the expectation of client confidence “Company Waiving Parties”), that Xxxxx Xxxx & Xxxxxxxx LLP may represent Tuatara or any other rights to any evidentiary privilege will protect from disclosure to the Onex Group any information or documents developed or shared during the course of Fried Frank’s joint representation of the Onex Group and the Company and its Subsidiaries.respective directors,

Legal Representation. (a) Each Mobix hereby agrees on behalf of its directors, members, partners, officers, employees and affiliates (including after the parties to this Agreement acknowledges that FriedClosing, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP (“Xxxxx Xxxxx”) currently serves as counsel to both (a) the Company and its Subsidiaries subsidiaries), and each of their respective successors and assigns (b) Onex Corporation and its Affiliates (all such parties, the “Onex GroupMobix Waiving Parties”), including Trilliant Gaming Nevada Inc. in its capacity as the Stockholder Representativethat Xxxxx, both in connection with the negotiationXxxxxx-Xxxxx, preparation& Xxxxxxxxx P.C., execution and delivery of this Agreement and the Escrow Agreement and the consummation of the Merger and in connection with other matters. There may come a time, including after consummation of the Merger, when the interests of the Onex Group and represent the Company or any of its Subsidiaries may no longer be aligned or when, for any reason, the Onex Group, Xxxxx Xxxxx or the Company subsidiaries or any of its Subsidiaries believes that Xxxxx Xxxxx can their respective directors, managers, members, partners, officers, employees or should no longer represent both the Onex Group and the Company or any of its Subsidiaries. The parties understand and specifically agree that Fried Xxxxx xxx withdraw from representing the Company and its Subsidiaries and continue to represent the Onex Group (or any other holder of Shares)Affiliates, even if the interests of the Onex Group (or such other holder of Shares)in each case, and the interests of the Company or any of its Subsidiaries are or may be adverse, including in connection with any dispute Action or obligation arising out of or relating to this Agreement Agreement, notwithstanding its representation (or any continued representation) of the documents Company or transactions contemplated herebyits subsidiaries or other Mobix Waiving Parties, and even though Fried Xxxxx xxx have represented each of Mobix and the Company on behalf of itself and the Mobix Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising therefrom or relating thereto. Mobix and the Company acknowledge that the foregoing provision applies whether or not Xxxxx, Xxxxxx-Xxxxx, & Xxxxxxxxx P.C., provides legal services to any of the Company and its Subsidiaries in a matter substantially related to such dispute, and Parent, Merger Sub and subsidiaries after the Company hereby consent thereto and waive any conflict of interest arising therefromClosing Date. (b) Each The Company hereby agrees on behalf of the parties further agrees thatits directors, as to managers, members, partners, officers, employees and affiliates, and each of their respective successors and assigns (all communications on or prior to the Closing Date among Xxxxx Xxxxxsuch parties, the Company, any of its Subsidiaries and the Onex Group (or any other holder of Shares“Company Waiving Parties”), the attorney-client privilegethat Xxxxxxxxx Xxxxxxx, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Onex Group and shall not pass to or be claimed by the Company LLP may represent Mobix, Merger Sub or any of its Affiliates. In additiontheir respective directors, if the Merger is consummatedmembers, (i) the Company and its Subsidiaries shall have no right of access to partners, officers, employees or control over any of Fried Frank’s records related to the Merger or the other transactions contemplated hereby, which shall become the property of (and be controlled by) the Onex Group and (ii) it would be impracticable to remove from the records (including emails and other electronic files) of the Company and its Subsidiaries any privileged communications with Xxxxx Xxxxx. Accordingly, the Company and its Subsidiaries, Parent and Merger Sub agree not to rely upon such privileged communications that may remain in the records of the Company or its Subsidiaries, and the parties agree that no attorney-client privilege, attorney work product or other privilege or protection is waived or intended to be waived by allowing such material to remain in the files of the Company or its Subsidiaries. Furthermoreaffiliates, in the event of a dispute between the Onex Group and the Company each case, in connection with any Action or any of its Subsidiaries obligation arising out of or relating to this Agreement, notwithstanding its representation (or any matter in which Xxxxx Xxxxx acted for them bothcontinued representation) of Mobix or other Company Waiving Parties, none and the Company on behalf of itself and the attorney-client privilegeCompany Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, the expectation breach of client confidence duty or any other rights objection arising therefrom or relating thereto. The Company acknowledges that the foregoing provision applies whether or not Xxxxxxxxx Xxxxxxx, LLP provides legal services to any evidentiary privilege will protect from disclosure to Mobix after the Onex Group any information or documents developed or shared during the course of Fried Frank’s joint representation of the Onex Group and the Company and its SubsidiariesClosing Date.

Legal Representation. (a) Each of the parties to this Agreement acknowledges hereby agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates, that Fried, Frank, Harris, Xxxxxxx Xxxxxxxx & Xxxxxxxx Xxxxx LLP (“Xxxxx Xxxxx”) currently serves may serve as counsel to both the Sellers and their Affiliates (a) collectively, the “Seller Group”), on the one hand, and the Company and its Subsidiaries and (b) Onex Corporation and its Affiliates (Subsidiaries, on the “Onex Group”)other hand, including Trilliant Gaming Nevada Inc. in its capacity as the Stockholder Representative, both in connection with the negotiation, preparation, execution and delivery of this Agreement and the Escrow Agreement and the consummation of the Merger transactions contemplated hereby, and in connection with other matters. There may come a timethat, including after following consummation of the Mergertransactions contemplated hereby, when the interests of the Onex Group and the Company or any of its Subsidiaries may no longer be aligned or when, for any reason, the Onex Group, Xxxxxxxx & Xxxxx Xxxxx or the Company or any of its Subsidiaries believes that Xxxxx Xxxxx can or should no longer represent both the Onex Group and the Company or any of its Subsidiaries. The parties understand and specifically agree that Fried Xxxxx xxx withdraw from representing the Company and its Subsidiaries and continue to represent the Onex Group LLP (or any other holder of Shares)successor) may serve as counsel to either Seller, even if the interests Seller Group or any director, member, partner, officer, employee or Affiliate of the Onex Seller Group (or such other holder of Shares), and the interests of the Company or any of its Subsidiaries are or may be adverse, including in connection with any dispute litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement or any other matter notwithstanding such representation (or any continued representation) of the Company and/or any of the documents or transactions contemplated herebyits Subsidiaries, and even though Fried Xxxxx xxx have represented each of the Company parties hereto hereby consents thereto and its Subsidiaries in a matter substantially related to such disputewaives any conflict of interest arising therefrom, and Parent, Merger Sub and the Company hereby each of such parties shall cause any Affiliate thereof to consent thereto and to waive any conflict of interest arising therefrom. (b) from such representation. Each of the parties to this Agreement further agrees that, to take the steps necessary to ensure any privilege attaching as a result of Xxxxxxxx & Xxxxx LLP’s service as counsel to all communications on or prior to the Closing Date among Xxxxx Xxxxx, the Company, any of its Subsidiaries and the Onex Group (or any other holder of Shares), the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Onex Group and shall not pass to or be claimed by the Company or any of its Affiliates. In addition, if the Merger is consummated, (i) the Company and its Subsidiaries shall have no right of access to or control over any of Fried Frank’s records related to the Merger or the other transactions contemplated hereby, which shall become the property of (and be controlled by) the Onex Group and (ii) it would be impracticable to remove from the records (including emails and other electronic files) of the Company and its Subsidiaries any privileged communications with Xxxxx Xxxxx. Accordingly, the Company and its Subsidiaries, Parent and Merger Sub agree not to rely upon such privileged communications that may remain in the records of the Company or its Subsidiaries, and the parties agree that no attorney-client privilege, attorney work product or other privilege or protection is waived or intended to be waived by allowing such material to remain in the files of the Company or its Subsidiaries. Furthermore, in the event of a dispute between the Onex Group and the Company or any of its Subsidiaries arising out of or relating in connection with the transactions contemplated by this Agreement will survive the Closing and will remain in effect. As to any matter in which Xxxxx Xxxxx acted for them both, none of the privileged attorney-client privilege, the expectation of client confidence or any other rights to any evidentiary privilege will protect from disclosure to the Onex Group any information or documents developed or shared during the course of Fried Frank’s joint representation of the Onex Group communications between Xxxxxxxx & Xxxxx LLP and the Company or Xxxxxxxx & Xxxxx LLP and any of the Company’s Affiliates prior to the Closing Date (collectively, the “Privileged Communications”), Buyer the Company, and each of its Subsidiaries together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no such party may use or rely on any of the Privileged Communications in any action against or involving any of the parties after the Closing.

Legal Representation. (a) Each Party acknowledges that (i) each of the parties to this Agreement acknowledges that FriedSponsor Holders, Frank, Harris, Xxxxxxx & Seller and the Acquired Companies have retained Xxxx Xxxxxxxx LLP (“Xxxxx XxxxxXxxx Xxxxxxxx”) currently serves and Xxxxx, Xxxxxxx & Xxxxxxx LLP (“Blakes”) to act as its counsel to both (a) the Company and its Subsidiaries and (b) Onex Corporation and its Affiliates (the “Onex Group”), including Trilliant Gaming Nevada Inc. in its capacity as the Stockholder Representative, both in connection with the negotiationTransaction Matters as well as other past and ongoing matters, preparation, execution and delivery of this Agreement and the Escrow Agreement and the consummation of the Merger and (ii) neither Xxxx Xxxxxxxx nor Xxxxxx has acted as counsel for any other Person in connection with the Transaction Matters, and (iii) no Person other mattersthan the Sponsor Holders, Seller and the Acquired Companies has the status of a Xxxx Xxxxxxxx or Xxxxxx client for conflict of interest or any other purpose as a result thereof. There may come a timeBuyer (A) waives and will not assert, including and will cause each of its Subsidiaries (including, after consummation Closing, the Acquired Companies) to waive and not assert, any conflict of interest relating to Xxxx Xxxxxxxx’x or Xxxxxx’ representation after the Closing of the MergerSponsor Holders, when Seller or any of their respective Affiliates in any matter, whether involving the Transaction Matters (including any Suit) or otherwise, and (B) consents to, and will cause each of its Subsidiaries (including, after Closing, the Acquired Companies) to consent to, any such representation, even though in each case (x) the interests of the Onex Group Sponsor Holders, Seller and/or their respective Affiliates may be directly adverse to Buyer or the Acquired Companies, (y) Xxxx Xxxxxxxx or Xxxxxx may have represented any Acquired Company in a substantially related matter, and/or (z) Xxxx Xxxxxxxx or Xxxxxx may be handling other ongoing matters for Buyer or any of the Acquired Companies. (b) Xxxxx agrees that, after the Closing, neither Buyer nor any of its Subsidiaries (including, after Closing, the Acquired Companies) will have any right to access or control any of Xxxx Xxxxxxxx’ or Xxxxxx’ records relating to or affecting any Transaction Matter, which will be the property of (and be controlled by) the Sponsor Holders and Seller. In addition, Xxxxx agrees that it would be impractical to remove all Attorney-Client Communications from the records (including e-mails and other electronic files) of the Acquired Companies. Accordingly, Buyer will not, and will cause each of its Subsidiaries (including, after Closing, the Acquired Companies) not to, use any Attorney-Client Communication remaining in the records of any Acquired Company after Closing in a manner that is adverse to any Sponsor Holder, Seller or any of their respective Affiliates. (c) Buyer agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Acquired Companies), that from and after Closing and solely with respect to Attorney-Client Communications (i) the attorney-client privilege, all other evidentiary privileges, and the Company expectation of client confidence as to all Attorney-Client Communications are hereby assigned to and shall belong to the Sponsor Holders and Seller and will not pass to or be claimed by Buyer or any of its Subsidiaries may no longer be aligned or when(including, for any reasonafter Closing, the Onex GroupAcquired Companies) and (ii) the Sponsor Holders and Seller, Xxxxx Xxxxx together, will have the exclusive right to control, assert, or waive the Company attorney-client privilege, any other evidentiary privilege, and the expectation of client confidence with respect to such Attorney-Client Communications. Accordingly, with respect to such Attorney-Client Communications, Buyer will not, and will cause each of its Subsidiaries (including, after Closing, the Acquired Companies) not to, (A) assert any attorney-client privilege, other evidentiary privilege, or expectation of client confidence with respect to any Attorney-Client Communication, except in the event of a post-Closing dispute with a Person that is not any Sponsor Holder, Seller or any of its Subsidiaries believes their respective Affiliates; or (B) take any action which could cause any Attorney-Client Communication to cease being a confidential communication or to otherwise lose protection under the attorney-client privilege or any other evidentiary privilege, including waiving such protection in any dispute with a Person that Xxxxx Xxxxx can or should no longer represent both the Onex Group and the Company is not any Sponsor Holder, Seller or any of their respective Affiliates. Furthermore, Xxxxx agrees, on its Subsidiaries. The parties understand own behalf and specifically agree that Fried Xxxxx xxx withdraw from representing the Company and on behalf of each of its Subsidiaries and continue to represent (including, after Closing, the Onex Group (or any other holder of SharesAcquired Companies), even if that in the interests event of the Onex Group (or such other holder of Shares)a dispute between any Sponsor Holder, and the interests of the Company Seller or any of its Subsidiaries are their respective Affiliates on the one hand and Buyer or may be adverse, including in connection with any dispute of the Acquired Companies on the other hand arising out of or relating to this Agreement any matter in which Xxxx Xxxxxxxx or any of the documents or transactions contemplated herebyXxxxxx jointly represented both parties, and even though Fried Xxxxx xxx have represented the Company and its Subsidiaries in a matter substantially related to such dispute, and Parent, Merger Sub and the Company hereby consent thereto and waive any conflict of interest arising therefrom. (b) Each of the parties further agrees that, as to all communications on or prior to the Closing Date among Xxxxx Xxxxx, the Company, any of its Subsidiaries and the Onex Group (or any other holder of Shares), neither the attorney-client privilege, the expectation of client confidence and all other rights confidence, nor any right to any evidentiary privilege belong to the Onex Group and shall not pass to or be claimed by the Company or any of its Affiliates. In addition, if the Merger is consummated, (i) the Company and its Subsidiaries shall have no right of access to or control over any of Fried Frank’s records related to the Merger or the other transactions contemplated hereby, which shall become the property of (and be controlled by) the Onex Group and (ii) it would be impracticable to remove from the records (including emails and other electronic files) of the Company and its Subsidiaries any privileged communications with Xxxxx Xxxxx. Accordingly, the Company and its Subsidiaries, Parent and Merger Sub agree not to rely upon such privileged communications that may remain in the records of the Company or its Subsidiaries, and the parties agree that no attorney-client privilege, attorney work product or other privilege or protection is waived or intended to be waived by allowing such material to remain in the files of the Company or its Subsidiaries. Furthermore, in the event of a dispute between the Onex Group and the Company or any of its Subsidiaries arising out of or relating to any matter in which Xxxxx Xxxxx acted for them both, none of the attorney-client privilege, the expectation of client confidence or any other rights to any evidentiary privilege will protect from disclosure to the Onex Group any information Sponsor Holder, Seller or documents any of their respective Affiliates any Attorney-Client Communication developed or shared during the course of Fried Frank’s Xxxx Xxxxxxxx’x or Xxxxxx’ joint representation of the Onex Group and the Company and its Subsidiariesrepresentation.

Legal Representation. (a) Each Acquiror hereby agrees, on behalf of its directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the parties to this Agreement acknowledges Closing, the Surviving Company) (all such parties, the “Weil Waiving Parties”), that FriedWeil, Frank, Harris, Xxxxxxx & Xxxxxxxx Gotshal and Xxxxxx LLP (“Xxxxx XxxxxWeil”) currently serves as counsel to both (a) the Company and its Subsidiaries and (b) Onex Corporation and its Affiliates (the “Onex Group”), including Trilliant Gaming Nevada Inc. in its capacity as the Stockholder Representative, both in connection with the negotiation, preparation, execution and delivery of this Agreement and the Escrow Agreement and the consummation of the Merger and in connection with other matters. There may come a time, including after consummation of the Merger, when the interests of the Onex Group and the Company or any of its Subsidiaries may no longer be aligned or when, for any reason, the Onex Group, Xxxxx Xxxxx or the Company or any of its Subsidiaries believes that Xxxxx Xxxxx can or should no longer represent both the Onex Group and the Company or any of its Subsidiaries. The parties understand and specifically agree that Fried Xxxxx xxx withdraw from representing the Company and its Subsidiaries and continue to represent the Onex Group (stockholders or any holders of other holder of Shares), even if the interests of the Onex Group (or such other holder of Shares), and the equity interests of the Company or any of its Subsidiaries are or may be adversetheir respective directors, including members, partners, officers, employees or Affiliates (collectively, but for the avoidance of doubt, excluding the Surviving Company, the “Xxxx XX Group”), in each case, solely in connection with any dispute Action or obligation arising out of or relating to this Agreement, any Ancillary Agreement or any of the documents or transactions contemplated herebyTransactions, and even though Fried Xxxxx xxx have represented the Company and notwithstanding its Subsidiaries in a matter substantially related to such dispute, and Parent, Merger Sub and the Company hereby consent thereto and waive any conflict of interest arising therefrom. (b) Each of the parties further agrees that, as to all communications on or prior to the Closing Date among Xxxxx Xxxxx, the Company, any of its Subsidiaries and the Onex Group (or any other holder of Shares), the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Onex Group and shall not pass to or be claimed by the Company or any of its Affiliates. In addition, if the Merger is consummated, (i) the Company and its Subsidiaries shall have no right of access to or control over any of Fried Frank’s records related to the Merger or the other transactions contemplated hereby, which shall become the property of (and be controlled by) the Onex Group and (ii) it would be impracticable to remove from the records (including emails and other electronic files) representation of the Company and its Subsidiaries or other Weil Waiving Parties, and Acquiror on behalf of itself and the Weil Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to Weil’s prior representation of the Company, its Subsidiaries or of Weil Waiving Parties. Acquiror, for itself and the Weil Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries or any member of the Xxxx XX Group and Weil, made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or Transactions, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Surviving Company notwithstanding the Merger, and instead survive, remain with Xxxxx Xxxxxand are controlled by the Xxxx XX Group (the “Weil Privileged Communications”), without any waiver thereof. AccordinglyAcquiror, together with any of its Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Weil Privileged Communications, whether located in the records or email server of the Surviving Company and its Subsidiaries, Parent in any Action against or involving any of the parties after the Closing, and Merger Sub agree Acquiror agrees not to rely upon such privileged communications assert that may remain in any privilege has been waived as to the records Weil Privileged Communications, by virtue of the Merger. (b) The Company hereby agrees on behalf of its directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the Closing, the Surviving Company) (all such parties, the “Skadden Waiving Parties”), that Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”) may represent the stockholders or its Subsidiaries, and the parties agree that no attorney-client privilege, attorney work product or holders of other privilege or protection is waived or intended to be waived by allowing such material to remain in the files equity interests of the Company Sponsor or its Subsidiaries. Furthermore, in the event of a dispute between the Onex Group and the Company Acquiror or any of its Subsidiaries their respective directors, members, partners, officers, employees or Affiliates (collectively, but for the avoidance of doubt, excluding the Surviving Company, the “Skadden WP Group”), in each case, solely in connection with any Action or obligation arising out of or relating to this Agreement, any matter in which Xxxxx Xxxxx acted for them bothAncillary Agreement or Transactions, none notwithstanding its prior representation of the attorney-client privilegeSponsor, Acquiror and its Subsidiaries, or other Skadden Waiving Parties. The Company, on behalf of itself and the expectation Skadden Waiving Parties, hereby consents thereto and irrevocably waives (and will not assert) any conflict of client confidence interest, breach of duty or any other rights objection arising from or relating to any evidentiary privilege will protect from disclosure to the Onex Group any information or documents developed or shared during the course of Fried FrankSkadden’s joint prior representation of the Onex Group Sponsor, Acquiror and its Subsidiaries, or other Skadden Waiving Parties. The Company, for itself and the Skadden Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Sponsor, Acquiror, or its Subsidiaries, or any other member of the Skadden WP Group, on the one hand, and Skadden, on the other hand, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the Transactions, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Surviving Company notwithstanding the Merger, and instead survive, remain with and are controlled by the Skadden WP Group (the “Skadden Privileged Communications”), without any waiver thereof. The Company, together with any of its Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Skadden Privileged Communications, whether located in the records or email server of the Surviving Company and its Subsidiaries, in any Action against or involving any of the parties after the Closing, and the Company agrees not to assert that any privilege has been waived as to the Skadden Privileged Communications, by virtue of the Merger.

Legal Representation. (a) Each Acquiror hereby agrees on behalf of its directors, members, partners, officers, employees and Affiliates (including after the parties to this Agreement acknowledges that FriedClosing, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP (“Xxxxx Xxxxx”) currently serves as counsel to both (a) the Company Entities), and its Subsidiaries each of their respective successors and assigns (b) Onex Corporation and its Affiliates (all such parties, the “Onex GroupAcquiror Waiving Parties”), including Trilliant Gaming Nevada Inc. in its capacity as the Stockholder Representative, both in connection with the negotiation, preparation, execution and delivery of this Agreement and the Escrow Agreement and the consummation of the Merger and in connection with other matters. There that Proskauer Rose LLP may come a time, including after consummation of the Merger, when the interests of the Onex Group and represent the Company Entities or any of its Subsidiaries may no longer be aligned their respective directors, managers, members, partners, officers, employees or whenAffiliates, for any reasonin each case, the Onex Group, Xxxxx Xxxxx or the Company or any of its Subsidiaries believes that Xxxxx Xxxxx can or should no longer represent both the Onex Group and the Company or any of its Subsidiaries. The parties understand and specifically agree that Fried Xxxxx xxx withdraw from representing the Company and its Subsidiaries and continue to represent the Onex Group (or any other holder of Shares), even if the interests of the Onex Group (or such other holder of Shares), and the interests of the Company or any of its Subsidiaries are or may be adverse, including in connection with any dispute Action or obligation arising out of or relating to this Agreement Agreement, notwithstanding its representation (or any continued representation) of the documents Company Entities or transactions contemplated herebyother Acquiror Waiving Parties, and even though Fried Xxxxx xxx have represented the Company and its Subsidiaries in a matter substantially related to such dispute, and Parent, Merger Sub each of Acquiror and the Company on behalf of itself and the Acquiror Waiving Parties hereby consent consents thereto and waive irrevocably waives (and will not assert) any conflict of interest interest, breach of duty or any other objection arising therefromtherefrom or relating thereto. Acquiror and the Company acknowledge that the foregoing provision applies whether or not Proskauer Rose LLP provides legal services to any Company Entities after the Closing Date. (b) Each The Company hereby agrees on behalf of the parties further agrees thatits directors, as to managers, members, partners, officers, employees and Affiliates, and each of their respective successors and assigns (all communications on or prior to the Closing Date among Xxxxx Xxxxxsuch parties, the Company, any of its Subsidiaries and the Onex Group (or any other holder of Shares“Company Waiving Parties”), the attorney-client privilegethat Sxxxxxx Xxxxxxx & Bxxxxxxx LLP may represent Acquiror, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Onex Group and shall not pass to or be claimed by the Company Sponsor or any of its Affiliates. In additiontheir respective directors, if the Merger is consummatedmembers, (i) the Company and its Subsidiaries shall have no right of access to partners, officers, employees or control over any of Fried Frank’s records related to the Merger or the other transactions contemplated hereby, which shall become the property of (and be controlled by) the Onex Group and (ii) it would be impracticable to remove from the records Affiliates (including emails and other electronic files) of following the Company and its Subsidiaries any privileged communications with Xxxxx Xxxxx. AccordinglyClosing, the Company and its Subsidiaries, Parent and Merger Sub agree not to rely upon such privileged communications that may remain in the records of the Company or its Subsidiaries, and the parties agree that no attorney-client privilege, attorney work product or other privilege or protection is waived or intended to be waived by allowing such material to remain in the files of the Company or its Subsidiaries. FurthermoreEntities), in the event of a dispute between the Onex Group and the Company each case, in connection with any Action or any of its Subsidiaries obligation arising out of or relating to this Agreement, notwithstanding its representation (or any matter in which Xxxxx Xxxxx acted for them both, none continued representation) of the attorney-client privilegeAcquiror or other Company Waiving Parties, and the expectation Company on behalf of client confidence itself and the Company Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other rights objection arising therefrom or relating thereto. The Company acknowledges that the foregoing provision applies whether or not Sxxxxxx Xxxxxxx & Bxxxxxxx LLP provides legal services to any evidentiary privilege will protect from disclosure to Acquiror or the Onex Group any information or documents developed or shared during Sponsor after the course of Fried Frank’s joint representation of the Onex Group and the Company and its SubsidiariesClosing Date.

Legal Representation. (a) Each Party, on its own behalf and on behalf of the parties to this Agreement acknowledges that Friedits directors, Frankmanagers, Harrisofficers, Xxxxxxx & Xxxxxxxx LLP owners, employees and Affiliates and each of their successors and assigns (“Xxxxx Xxxxx”) currently serves as counsel to both (a) the Company and its Subsidiaries and (b) Onex Corporation and its Affiliates (all such parties, the “Onex GroupWaiving Parties”), including Trilliant Gaming Nevada Inc. in its capacity as the Stockholder Representative, both in connection with the negotiation, preparation, execution and delivery of this Agreement and the Escrow Agreement and the consummation of the Merger and in connection with other matters. There may come a time, including after consummation of the Merger, when the interests of the Onex Group and the Company or any of its Subsidiaries may no longer be aligned or when, for any reason, the Onex Group, Xxxxx Xxxxx or the Company or any of its Subsidiaries believes hereby agrees that Xxxxx Xxxxx can or should no longer represent both the Onex Group and the Company or any of its Subsidiaries. The parties understand and specifically agree that Fried Xxxxx xxx withdraw from representing the Company and its Subsidiaries and continue to represent the Onex Group DLA Piper LLP (US) (or any other holder of Shares)successor thereto) may represent the Sponsor or any direct or indirect director, even if the interests manager, officer, owner, employee or Affiliate of the Onex Group (or such other holder of Shares)Sponsor, and the interests of the Company or any of its Subsidiaries are or may be adverse, including in connection with any dispute dispute, claim, Proceeding or Liability arising out of or relating to this Agreement Agreement, any Ancillary Document the transactions contemplated hereby or thereby (any such representation, the “Armada Post-Closing Representation”) notwithstanding its representation (or any continued representation) of the Sponsor or any of their respective Affiliates in connection with the documents or transactions contemplated herebyby this Agreement, and even though Fried Xxxxx xxx have represented the Company and its Subsidiaries in a matter substantially related to such disputeCompany, and Parent, Merger Sub on behalf of itself and the Company Waiving Parties, hereby consent consents thereto and waive irrevocably waives (and will not assert) any conflict of interest or any objection arising therefromtherefrom or relating thereto, even though the interests of the Armada Post-Closing Representation may be directly adverse to the Waiving Parties. (b) Each of the parties further Waiving Party hereby agrees that, as to all communications on or prior to the Closing Date among Xxxxx Xxxxx, the Company, any of its Subsidiaries and the Onex Group that Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx (or any other holder of Shares), the attorney-client privilege, the expectation of client confidence and all other rights to successor thereto) may represent any evidentiary privilege belong to the Onex Group and shall not pass to or be claimed by the Company or any of its Affiliates. In additiondirect or indirect director, if the Merger is consummatedmanager, (i) the Company and its Subsidiaries shall have no right of access to officer, owner, employee or control over any of Fried Frank’s records related to the Merger or the other transactions contemplated hereby, which shall become the property of (and be controlled by) the Onex Group and (ii) it would be impracticable to remove from the records (including emails and other electronic files) of the Company and its Subsidiaries any privileged communications with Xxxxx Xxxxx. Accordingly, the Company and its Subsidiaries, Parent and Merger Sub agree not to rely upon such privileged communications that may remain in the records of the Company or its Subsidiaries, and the parties agree that no attorney-client privilege, attorney work product or other privilege or protection is waived or intended to be waived by allowing such material to remain in the files of the Company or its Subsidiaries. FurthermoreAffiliate thereof, in the event of a dispute between the Onex Group and the Company connection with any dispute, claim, Proceeding or any of its Subsidiaries Liability arising out of or relating to this Agreement, any matter in which Xxxxx Xxxxx acted for them bothAncillary Document or the transactions contemplated hereby or thereby (any such representation, none the “Company Post-Closing Representation”) notwithstanding its representation (or any continued representation) of the attorneyGroup Companies in connection with the transactions contemplated by this Agreement, and each Party on behalf of itself and the applicable Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto, even though the interests of the Company Post-client privilegeClosing Representation may be directly adverse to the applicable Waiving Parties. (c) Each Waiving Party hereby agrees that Txxxxx Xxxxxxx LLP (or any successor thereto) may represent any Group Company or any direct or indirect director, manager, officer, owner, employee or Affiliate thereof, in connection with any dispute, claim, Proceeding or Liability arising out of or relating to this Agreement, any Ancillary Document or the transactions contemplated hereby or thereby (any such representation, the expectation of client confidence “Company Post-Closing Representation”) notwithstanding its representation (or any other rights to continued representation) of the Group Companies in connection with the transactions contemplated by this Agreement, and each Party on behalf of itself and the applicable Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any evidentiary privilege will protect from disclosure conflict of interest or any objection arising therefrom or relating thereto, even though the interests of the Company Post-Closing Representation may be directly adverse to the Onex Group any information or documents developed or shared during the course of Fried Frank’s joint representation of the Onex Group and the Company and its Subsidiariesapplicable Waiving Parties.

Legal Representation. (a) Each Acquiror hereby agrees on behalf of its directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the Closing, the Surviving Corporation) (all such parties, the "Equityholder Waiving Parties"), that Sxxxxxxx & Cxxxxxxx LLP and Bxxxxxx LLP ("Equityholder Counsel") may represent the stockholders or holders of other equity interests of the parties Company or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the "Equityholder WP Group"), in each case, solely in connection with any Action or obligation arising out of or relating to this Agreement, any Ancillary Agreement acknowledges that Friedor the transactions contemplated hereby or thereby, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP (“Xxxxx Xxxxx”) currently serves as counsel to both (a) notwithstanding its prior representation of the Company and its Subsidiaries or other Equityholder Waiving Parties, and each of Acquiror and the Company on behalf of itself and the Equityholder Waiving Parties hereby consents thereto and irrevocably waives (band will not assert) Onex Corporation any conflict of interest, breach of duty or any other objection arising from or relating to Equityholder Counsel's prior representation of the Company, its Subsidiaries or of the Equityholder Waiving Parties. Acquiror and the Company, for itself and the Equityholder Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Affiliates (Subsidiaries or any member of the “Onex Group”)Equityholder WP Group and Equitytholder Counsel, including Trilliant Gaming Nevada Inc. in its capacity as the Stockholder Representative, both made in connection with the negotiation, preparation, execution execution, delivery and delivery performance under, or any dispute or Action arising out of or relating to, this Agreement Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Surviving Corporation notwithstanding the Mergers, and instead survive, remain with and are controlled by the Equityholder WP Group (the "Equityholder Privileged Communications"), without any waiver thereof. Acquiror and the Escrow Agreement Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Equityholder Privileged Communications, whether located in the records or email server of the Surviving Corporation and its Subsidiaries, in any Action against or involving any of the parties after the Closing, and Acquiror and the consummation Company agree not to assert that any privilege has been waived as to the Equityholder Privileged Communications, by virtue of the Merger Mergers. All files, attorney notes, drafts or other documents in the Equityholder Counsel's or Equityholder WP Group's possession that are Equityholder Privileged Communications shall be the property of the Equityholder WP Group. (b) Each of Acquiror and in connection with other matters. There may come a timethe Company hereby agrees on behalf of its directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after consummation the Closing, the Surviving Corporation) (all such parties, the "Acquiror Waiving Parties"), that Bxxxx & MxXxxxxx LLP, Ropes & Gxxx LLP and Bxxxxxxxx, a Professional Corporation ("Acquiror Counsel") may represent the stockholders or holders of the Merger, when the other equity interests of the Onex Group and the Company Sponsor or of Acquiror or any of its Subsidiaries may no longer be aligned their respective directors, members, partners, officers, employees or when, for any reasonAffiliates (other than the Surviving Corporation) (collectively, the Onex "Acquiror WP Group, Xxxxx Xxxxx or the Company or any of its Subsidiaries believes that Xxxxx Xxxxx can or should no longer represent both the Onex Group and the Company or any of its Subsidiaries. The parties understand and specifically agree that Fried Xxxxx xxx withdraw from representing the Company and its Subsidiaries and continue to represent the Onex Group (or any other holder of Shares"), even if the interests of the Onex Group (or such other holder of Shares)in each case, and the interests of the Company or any of its Subsidiaries are or may be adverse, including solely in connection with any dispute Action or obligation arising out of or relating to this Agreement, any Ancillary Agreement or any the transactions contemplated hereby or thereby, notwithstanding its prior representation of the documents or transactions contemplated herebySponsor, and even though Fried Xxxxx xxx have represented the Company and its Subsidiaries in a matter substantially related to such dispute, and Parent, Merger Sub and the Company hereby consent thereto and waive any conflict of interest arising therefrom. (b) Each of the parties further agrees that, as to all communications on or prior to the Closing Date among Xxxxx Xxxxx, the Company, any of its Subsidiaries and the Onex Group (or any other holder of Shares), the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Onex Group and shall not pass to or be claimed by the Company or any of its Affiliates. In addition, if the Merger is consummated, (i) the Company and its Subsidiaries shall have no right of access to or control over any of Fried Frank’s records related to the Merger or the other transactions contemplated hereby, which shall become the property of (and be controlled by) the Onex Group and (ii) it would be impracticable to remove from the records (including emails and other electronic files) of the Company and its Subsidiaries any privileged communications with Xxxxx Xxxxx. Accordingly, the Company Acquiror and its Subsidiaries, Parent or other Acquiror Waiving Parties. Each of Acquiror and Merger Sub agree the Company, on behalf of itself and the Acquiror Waiving Parties, hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to rely upon such privileged communications that may remain in the records Acquiror Counsel's prior representation of the Company Sponsor, Acquiror and its Subsidiaries, or other Acquiror Waiving Parties. Each of Acquiror and the Company, for itself and the Acquiror Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Sponsor, Acquiror, or its Subsidiaries, and the parties agree that no attorney-client privilege, attorney work product or any other privilege or protection is waived or intended to be waived by allowing such material to remain in the files member of the Company or its Subsidiaries. FurthermoreAcquiror WP Group, on the one hand, and Acquiror, on the other hand, made prior to the Closing, in connection with the event of a dispute between the Onex Group negotiation, preparation, execution, delivery and the Company performance under, or any of its Subsidiaries dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby, or any matter relating to any matter in which Xxxxx Xxxxx acted for them both, none of the attorney-client privilegeforegoing, the expectation of client confidence or any other rights to any evidentiary privilege will protect from disclosure are privileged communications that do not pass to the Onex Surviving Corporation notwithstanding the Mergers, and instead survive, remain with and are controlled by the Acquiror WP Group (the "Acquiror Privileged Communications"), without any information waiver thereof. Acquiror and the Company, together with any of their respective Affiliates, Subsidiaries, successors or documents developed assigns, agree that no Person may use or shared during the course of Fried Frank’s joint representation rely on any of the Onex Group Acquiror Privileged Communications, whether located in the records or email server of the Surviving Corporation and its Subsidiaries, in any Action against or involving any of the parties after the Closing, and Acquiror and the Company and its Subsidiariesagree not to assert that any privilege has been waived as to the Acquiror Privileged Communications, by virtue of the Mergers. All files, attorney notes, drafts or other documents in the Acquiror Counsel's or Acquiror WP Group's possession that are Acquiror Privileged Communications shall be the property of the Acquiror WP Group.

Legal Representation. (a) Each The Company, on behalf of the parties to this Agreement acknowledges that Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP (“Xxxxx Xxxxx”) currently serves as counsel to both (a) the Company its itself and its Subsidiaries directors, members, partners, officers, employees and (b) Onex Corporation Affiliates, and its Affiliates respective successors and assigns (all such parties, the “Onex GroupCompany Waiving Parties”), hereby irrevocably acknowledges and agrees that all communications, written or oral, between any Person or Sponsor or any of their respective directors, members, partners, officers, employees or Affiliates and their counsel, including Trilliant Gaming Nevada Inc. in its capacity as the Stockholder RepresentativeXxxxxxxx Xxxxxx (or any successor), both made in connection with the negotiation, preparation, execution execution, delivery and delivery performance under, or any dispute or legal proceeding arising out of or relating to, this Agreement, any Ancillary Agreement or the Mergers, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Company notwithstanding this Agreement and the Escrow Agreement Mergers, and instead survive, remain with and are controlled by Parent (the consummation “Parent Privileged Communications”), without any waiver thereof. The Company, on behalf of the Merger and in connection with other matters. There may come a time, including after consummation of the Merger, when the interests of the Onex Group itself and the Company Waiving Parties, hereby further agrees (i) that no Person may use or rely on any of the Parent Privileged Communications, whether located in the records or email server of Parent or otherwise (including in the knowledge of the officers and employees), in any dispute or legal proceedings against or involving any of the Parties after the Closing, (ii) not to assert that any privilege has been waived as to the Parent Privileged Communications, whether located in the records or email server of Parent or otherwise (including in the knowledge of the officers and employees) and (iii) not to take any action that would result in any subsequent waiver of the privilege respecting the Parent Privileged Communications. (b) Parent, on behalf of itself and its Subsidiaries may no longer be aligned or whenrespective directors, for any reasonstockholders, partners, officers, employees and Affiliates, and its respective successors and assigns (all such parties, the Onex Group“Parent Waiving Parties”), Xxxxx Xxxxx or the Company or any of its Subsidiaries believes that Xxxxx Xxxxx can or should no longer represent both the Onex Group hereby irrevocably acknowledge and the Company or any of its Subsidiaries. The parties understand and specifically agree that Fried Xxxxx xxx withdraw from representing all communications, written or oral, between any Person or the Company and its Subsidiaries or any of their respective directors, members, partners, officers, employees or Affiliates and continue to represent the Onex Group their counsel, including Sidley Austin LLP (or any other holder of Sharessuccessor), even if the interests of the Onex Group (or such other holder of Shares), and the interests of the Company or any of its Subsidiaries are or may be adverse, including made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or legal proceeding arising out of or relating to to, this Agreement, any Ancillary Agreement or the Mergers, or any matter relating to any of the documents foregoing, are privileged communications that do not pass to Parent or transactions contemplated hereby, and even though Fried Xxxxx xxx have represented remain with the Company and its Subsidiaries in a matter substantially related to such disputenotwithstanding this Agreement and the Mergers, and instead survive, are assigned to, remain with and are controlled by the applicable Company Members (the “Companies Privileged Communications”), without any waiver thereof. Parent, Merger Sub on behalf of itself and the Company Parent Waiving Parties, hereby consent thereto and waive any conflict of interest arising therefrom. (b) Each of the parties further agrees that, as to all communications on or prior to the Closing Date among Xxxxx Xxxxx, the Company, any of its Subsidiaries and the Onex Group (or any other holder of Shares), the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Onex Group and shall not pass to or be claimed by the Company or any of its Affiliates. In addition, if the Merger is consummated, (i) the Company and its Subsidiaries shall have that no right of access to Person may use or control over rely on any of Fried Frank’s records related to the Merger or the other transactions contemplated hereby, which shall become the property of (and be controlled by) the Onex Group and (ii) it would be impracticable to remove from the records (including emails and other electronic files) of the Company and its Subsidiaries any privileged communications with Xxxxx Xxxxx. AccordinglyPrivileged Communications, the Company and its Subsidiaries, Parent and Merger Sub agree not to rely upon such privileged communications that may remain whether located in the records or email server of the Company or its Subsidiaries, and the parties agree that no attorney-client privilege, attorney work product or other privilege or protection is waived or intended to be waived by allowing such material to remain otherwise (including in the files knowledge of the officers and employees), in any dispute or legal proceedings against or involving any of the Parties after the Closing, (ii) not to assert that any privilege has been waived as to the Company Privileged Communications, whether located in the records or email server of the Company or its Subsidiaries. Furthermore, otherwise (including in the event knowledge of a dispute between the Onex Group officers and employees) and (iii) not to take any action that would result in any subsequent waiver of the privilege respecting the Company or any of its Subsidiaries arising out of or relating to any matter in which Xxxxx Xxxxx acted for them both, none of the attorney-client privilege, the expectation of client confidence or any other rights to any evidentiary privilege will protect from disclosure to the Onex Group any information or documents developed or shared during the course of Fried Frank’s joint representation of the Onex Group and the Company and its SubsidiariesPrivileged Communications.

Legal Representation. (a) Each Acquiror hereby agrees on behalf of its directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the parties to this Agreement acknowledges Closing, the Surviving Corporation) (all such parties, the “Orrick Waiving Parties”), that FriedXxxxxx, Frank, Harris, Xxxxxxx Xxxxxxxxxx & Xxxxxxxx Xxxxxxxxx LLP (“Xxxxx XxxxxOrrick”) currently serves as counsel may represent the stockholders or holders of other equity interests of the Company or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Xxxxxx XX Group”), in each case, solely in connection with any Action or obligation arising out of or relating to both (a) this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby, notwithstanding its prior representation of the Company and its Subsidiaries or other Orrick Waiving Parties, and each of Acquiror and the Company on behalf of itself and the Orrick Waiving Parties hereby consents thereto and irrevocably waives (band will not assert) Onex Corporation any conflict of interest, breach of duty or any other objection arising from or relating to Orrick’s prior representation of the Company, its Subsidiaries or of the Orrick Waiving Parties. Acquiror and the Company, for itself and the Orrick Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Affiliates (Subsidiaries or any member of the “Onex Group”)Xxxxxx XX Group and Orrick, including Trilliant Gaming Nevada Inc. in its capacity as the Stockholder Representative, both made in connection with the negotiation, preparation, execution execution, delivery and delivery performance under, or any dispute or Action arising out of or relating to, this Agreement Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Surviving Corporation notwithstanding the Mergers, and instead survive, remain with and are controlled by the Xxxxxx XX Group (the “Orrick Privileged Communications”), without any waiver thereof. Acquiror and the Escrow Agreement Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Orrick Privileged Communications, whether located in the records or email server of the Surviving Corporation and its Subsidiaries, in any Action against or involving any of the parties after the Closing, and Acquiror and the consummation Company agree not to assert that any privilege has been waived as to the Orrick Privileged Communications, by virtue of the Merger Mergers. (b) Each of Acquiror and in connection with other matters. There may come a timethe Company hereby agrees on behalf of its directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after consummation the Closing, the Surviving Corporation) (all such parties, the “Skadden Waiving Parties”), that Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”) may represent the stockholders or holders of the Merger, when the other equity interests of the Onex Group and the Company Sponsor or of Acquiror or any of its Subsidiaries may no longer be aligned their respective directors, members, partners, officers, employees or when, for any reasonAffiliates (other than the Surviving Corporation) (collectively, the Onex “Skadden WP Group, Xxxxx Xxxxx or the Company or any of its Subsidiaries believes that Xxxxx Xxxxx can or should no longer represent both the Onex Group and the Company or any of its Subsidiaries. The parties understand and specifically agree that Fried Xxxxx xxx withdraw from representing the Company and its Subsidiaries and continue to represent the Onex Group (or any other holder of Shares”), even if the interests of the Onex Group (or such other holder of Shares)in each case, and the interests of the Company or any of its Subsidiaries are or may be adverse, including solely in connection with any dispute Action or obligation arising out of or relating to this Agreement, any Ancillary Agreement or any the transactions contemplated hereby or thereby, notwithstanding its prior representation of the documents or transactions contemplated herebySponsor, and even though Fried Xxxxx xxx have represented the Company and its Subsidiaries in a matter substantially related to such dispute, and Parent, Merger Sub and the Company hereby consent thereto and waive any conflict of interest arising therefrom. (b) Each of the parties further agrees that, as to all communications on or prior to the Closing Date among Xxxxx Xxxxx, the Company, any of its Subsidiaries and the Onex Group (or any other holder of Shares), the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Onex Group and shall not pass to or be claimed by the Company or any of its Affiliates. In addition, if the Merger is consummated, (i) the Company and its Subsidiaries shall have no right of access to or control over any of Fried Frank’s records related to the Merger or the other transactions contemplated hereby, which shall become the property of (and be controlled by) the Onex Group and (ii) it would be impracticable to remove from the records (including emails and other electronic files) of the Company and its Subsidiaries any privileged communications with Xxxxx Xxxxx. Accordingly, the Company Acquiror and its Subsidiaries, Parent or other Skadden Waiving Parties. Each of Acquiror and Merger Sub agree the Company, on behalf of itself and the Skadden Waiving Parties, hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to rely upon such privileged communications that may remain in the records Skadden’s prior representation of the Company Sponsor, Acquiror and its Subsidiaries, or other Skadden Waiving Parties. Each of Acquiror and the Company, for itself and the Skadden Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Sponsor, Acquiror, or its Subsidiaries, and the parties agree that no attorney-client privilege, attorney work product or any other privilege or protection is waived or intended to be waived by allowing such material to remain in the files member of the Company or its Subsidiaries. FurthermoreSkadden WP Group, on the one hand, and Skadden, on the other hand, made prior to the Closing, in connection with the event of a dispute between the Onex Group negotiation, preparation, execution, delivery and the Company performance under, or any of its Subsidiaries dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby, or any matter relating to any matter in which Xxxxx Xxxxx acted for them both, none of the attorney-client privilegeforegoing, the expectation of client confidence or any other rights to any evidentiary privilege will protect from disclosure are privileged communications that do not pass to the Onex Surviving Corporation notwithstanding the Mergers, and instead survive, remain with and are controlled by the Skadden WP Group (the “Skadden Privileged Communications”), without any information waiver thereof. Acquiror and the Company, together with any of their respective Affiliates, Subsidiaries, successors or documents developed assigns, agree that no Person may use or shared during the course of Fried Frank’s joint representation rely on any of the Onex Group Skadden Privileged Communications, whether located in the records or email server of the Surviving Corporation and its Subsidiaries, in any Action against or involving any of the parties after the Closing, and Acquiror and the Company and its Subsidiariesagree not to assert that any privilege has been waived as to the Skadden Privileged Communications, by virtue of the Mergers.

Legal Representation. Parent hereby agrees on behalf of its directors, members, partners, officers, employees and Affiliates (a) Each including after the Closing, the Company), and each of their respective successors and assigns (all such parties, the parties to this Agreement acknowledges “Waiving Parties”), that FriedXxxxxx, Frank, Harris, Xxxxxxx Xxxx & Xxxxxxxx LLP (“Xxxxx Xxxxx”or any successor) currently serves as counsel to both (a) may represent the Company and its Subsidiaries and (b) Onex Corporation and its Stockholders or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Company) (collectively, the “Onex Waiving Group”), including Trilliant Gaming Nevada Inc. in its capacity as the Stockholder Representativeeach case, both in connection with the negotiation, preparation, execution and delivery of this Agreement and the Escrow Agreement and the consummation of the Merger and in connection with other matters. There may come a time, including after consummation of the Merger, when the interests of the Onex Group and the Company or any of its Subsidiaries may no longer be aligned or when, for any reason, the Onex Group, Xxxxx Xxxxx or the Company or any of its Subsidiaries believes that Xxxxx Xxxxx can or should no longer represent both the Onex Group and the Company or any of its Subsidiaries. The parties understand and specifically agree that Fried Xxxxx xxx withdraw from representing the Company and its Subsidiaries and continue to represent the Onex Group (or any other holder of Shares), even if the interests of the Onex Group (or such other holder of Shares), and the interests of the Company or any of its Subsidiaries are or may be adverse, including in connection with any dispute Legal Proceeding or obligation arising out of or relating to this Agreement, any Transaction Agreement or the Transactions, notwithstanding its representation (or any continued representation) of the documents Group Companies or transactions contemplated herebyother Waiving Parties, and even though Fried Xxxxx xxx have represented the Company and its Subsidiaries in a matter substantially related to such dispute, and Parent, Merger Sub each of Parent and the Company on behalf of itself and the Waiving Parties hereby consent consents thereto and waive irrevocably waives (and will not assert) any conflict of interest interest, breach of duty or any other objection arising therefrom. (b) therefrom or relating thereto. Parent and the Company acknowledge that the foregoing provision applies whether or not Xxxxxx, Xxxx & Xxxxxxxx LLP provides legal services to any Group Companies after the Closing Date. Each of the parties further agrees that, as to all communications on or prior to the Closing Date among Xxxxx Xxxxx, Parent and the Company, any of its Subsidiaries for itself and the Onex Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged documents, materials and communications, written or oral, between, from or among any Group (Companies or any other holder member of Shares), the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Onex Waiving Group and shall not pass to its counsel, including Xxxxxx, Xxxx & Xxxxxxxx LLP, or be claimed by any privilege attaching as a result of Xxxxxx, Xxxx & Xxxxxxxx LLP representing the Company or any member of its Affiliates. In additionthe Waiving Group, if the Merger is consummated, (i) the Company and its Subsidiaries shall have no right of access to made in connection with or control over any of Fried Frank’s records related to the Merger or the other transactions contemplated herebynegotiation, which shall become the property of (preparation, execution, delivery and be controlled by) the Onex Group and (ii) it would be impracticable to remove from the records (including emails and other electronic files) of the Company and its Subsidiaries any privileged communications with Xxxxx Xxxxx. Accordinglyperformance under, the Company and its Subsidiaries, Parent and Merger Sub agree not to rely upon such privileged communications that may remain in the records of the Company or its Subsidiaries, and the parties agree that no attorney-client privilege, attorney work product or other privilege or protection is waived or intended to be waived by allowing such material to remain in the files of the Company or its Subsidiaries. Furthermore, in the event of a dispute between the Onex Group and the Company or any of its Subsidiaries dispute or Legal Proceeding arising out of or relating to, this Agreement, any Transaction Agreements or the Transactions, or any matter relating to any matter in which Xxxxx Xxxxx acted for them both, none of the attorney-client privilegeforegoing, do not pass to or remain with the expectation Company notwithstanding the Mergers, and instead survive, are assigned to, remain with and are controlled by the Waiving Group (the “Privileged Communications”), without any waiver thereof. Parent and the Company, together with any of client confidence their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any other rights to any evidentiary privilege will protect from disclosure to the Onex Group any information or documents developed or shared during the course of Fried Frank’s joint representation of the Onex Group Privileged Communications, whether located in the records or email server of the Company or otherwise (including in the knowledge or the officers and employees of the Company), in any Legal Proceeding against or involving any of the Parties after the Closing, and Parent and the Company agree not to assert that any privilege has been waived as to the Privileged Communications, whether located in the records or email server of the Company or otherwise (including in the knowledge of the officers and its Subsidiariesemployees of the Company). Each of the Parties hereto agrees to take all steps necessary to ensure that any such privilege shall survive the Closing, remain in effect and be assigned to and controlled by the Waiving Group.

Legal Representation. (a) Each SPAC hereby agrees on behalf of its directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the parties to this Agreement acknowledges Closing, the Surviving Corporation) (all such parties, the “W&C/Meitar Waiving Parties”), that Fried, Frank, Harris, Xxxxxxx White & Xxxxxxxx Case LLP (“Xxxxx XxxxxW&C”) currently serves as counsel or Meitar Law Offices (“Meitar”) may represent the Company, its Subsidiaries, its stockholders or holders of other equity interests or any of their respective directors, members, partners, officers, employees or Affiliates (collectively, the “W&C/Meitar WP Group”), in all matters, including in connection with any Action or obligation arising out of or relating to both (a) this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby, notwithstanding its prior representation of the Company and its Subsidiaries or other W&C/Meitar Waiving Parties, and each of SPAC and the Company on behalf of itself and the W&C/Meitar Waiving Parties hereby consents thereto and irrevocably waives (band will not assert) Onex Corporation any conflict of interest, breach of duty or any other objection arising from or relating to W&C’s or Meitar’s prior representation of the Company, its Subsidiaries or of W&C/Meitar Waiving Parties. SPAC and the Company, for itself and the W&C/Meitar Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Affiliates (Subsidiaries or any member of the “Onex Group”)W&C/Meitar WP Group and W&C or Meitar, including Trilliant Gaming Nevada Inc. in its capacity as the Stockholder Representative, both made in connection with the negotiation, preparation, execution execution, delivery and delivery performance under, or any dispute or Action arising out of or relating to, this Agreement Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Surviving Corporation notwithstanding the Merger, and instead survive, remain with and are controlled by the W&C/Meitar WP Group (the “W&C/Meitar Privileged Communications”), without any waiver thereof. SPAC and the Escrow Agreement Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the W&C/Meitar Privileged Communications, whether located in the records or email server of the Surviving Corporation and its Subsidiaries, in any Action against or involving any of the parties after the Closing, and SPAC and the consummation of Company agree not to assert that any privilege has been waived as to the Merger and in connection with other matters. There may come a timeW&C/Meitar Privileged Communications, including after consummation by virtue of the Merger. (b) Each of SPAC and the Company hereby agrees on behalf of its directors, when members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the Closing, the Surviving Corporation) (all such parties, the “STB/Xxxxxx Waiving Parties”), that Xxxxxxx Xxxxxxx & Xxxxxxxx LLP (“STB”) or Xxxxxx, Fox & Xxxxxx (“Xxxxxx”) may represent the stockholders or holders of other equity interests of the Onex Group and Sponsor, SPAC, the Company or any of its Subsidiaries may no longer be aligned or when, for any reason, the Onex Group, Xxxxx Xxxxx or the Company SUN Corporation or any of its Subsidiaries believes that Xxxxx Xxxxx can their respective directors, members, partners, officers, employees or should no longer represent both Affiliates (other than the Onex Group and Surviving Corporation) (collectively, the Company or any of its Subsidiaries. The parties understand and specifically agree that Fried Xxxxx xxx withdraw from representing the Company and its Subsidiaries and continue to represent the Onex Group (or any other holder of Shares“STB/Xxxxxx XX Group”), even if the interests of the Onex Group (or such other holder of Shares)in each case, and the interests of the Company or any of its Subsidiaries are or may be adverse, including solely in connection with any dispute Action or obligation arising out of or relating to this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby, notwithstanding its prior representation of the Sponsor, SPAC and its Subsidiaries, or other STB/Xxxxxx Waiving Parties. Each of SPAC and the Company, on behalf of itself and the STB/Xxxxxx Waiving Parties, hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to STB’s or Xxxxxx’x prior representation of the Sponsor, SPAC and its Subsidiaries, or other STB/Xxxxxx Waiving Parties. Each of SPAC and the Company, for itself and the STB/Xxxxxx Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Sponsor, SPAC, or its Subsidiaries, or any other member of the STB/Xxxxxx XX Group, on the one hand, and STB or Xxxxxx (in its role as counsel to SPAC), on the other hand, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Surviving Corporation notwithstanding the Merger, and instead survive, remain with and are controlled by the STB/Xxxxxx XX Group (the “STB/Xxxxxx Privileged Communications”), without any waiver thereof. SPAC and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the STB/Xxxxxx Privileged Communications, whether located in the records or email server of the Surviving Corporation and its Subsidiaries, in any Action against or involving any of the parties after the Closing, and SPAC and the Company agree not to assert that any privilege has been waived as to the STB/Xxxxxx Privileged Communications, by virtue of the Merger. (c) Each party hereby acknowledges that it was advised, prior to the date hereof, that Xxxxxx was retained by each of SPAC, the Company (as counsel for certain regulatory matters) and SUN Corporation to act as their counsel in connection with or related to different aspects of this Agreement, any Ancillary Agreement or any of the documents or transactions contemplated herebyhereby or thereby, and even though Fried Xxxxx xxx have represented the Company and that each party has provided its Subsidiaries in a matter substantially related to such dispute, and Parent, Merger Sub and the Company hereby consent thereto and waive any conflict of interest arising therefrom. (b) Each of the parties further agrees that, as to all communications on or prior to the Closing Date among Xxxxx Xxxxxforegoing representations in accordance with applicable rules and that no party shall have any right, the Companyclaim or demand against any party, any of its Subsidiaries and the Onex Group (or any other holder of Shares), the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Onex Group and shall not pass to or be claimed by the Company Xxxxxx or any of its Affiliates. In additionemployees, if the Merger is consummated, (i) the Company and its Subsidiaries shall have no right of access to partners or control over any of Fried Frank’s records related representatives with respect to the Merger or the other transactions contemplated hereby, which shall become the property of (and be controlled by) the Onex Group and (ii) it would be impracticable to remove from the records (including emails and other electronic files) of the Company and its Subsidiaries any privileged communications with Xxxxx Xxxxx. Accordingly, the Company and its Subsidiaries, Parent and Merger Sub agree not to rely upon such privileged communications that may remain in the records of the Company or its Subsidiaries, and the parties agree that no attorney-client privilege, attorney work product or other privilege or protection is waived or intended to be waived by allowing such material to remain in the files of the Company or its Subsidiaries. Furthermore, in the event of a dispute between the Onex Group and the Company or any of its Subsidiaries arising out of or relating to any matter in which Xxxxx Xxxxx acted for them both, none of the attorney-client privilege, the expectation of client confidence or any other rights to any evidentiary privilege will protect from disclosure to the Onex Group any information or documents developed or shared during the course of Fried Frank’s joint representation of the Onex Group and the Company and its Subsidiariesforegoing representations.

Legal Representation. (a) Each The Purchaser, on behalf of the parties to this Agreement acknowledges that Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP (“Xxxxx Xxxxx”) currently serves as counsel to both (a) the Company and its Subsidiaries and (b) Onex Corporation itself and its Affiliates (including after the “Onex Group”Closing, the Transferred Subsidiaries), acknowledges that Freshfields Bruckhaus Xxxxxxxx US LLP and its associates (Freshfields), Xxxxx Lovells US LLP and its associates (Xxxxx Lovells), Xxxx Xxxxxxx and its associates (Xxxx Xxxxxxx), and Xxxxx Xxxxxxx Xxxxxxx & Xxxxx, P.C. (Xxxxx Xxxxxxx) act or have acted as counsel for the Seller and the Transferred Subsidiaries and may continue to represent the Seller and its Affiliates in future matters. Accordingly, the Purchaser, on behalf of itself and its Affiliates (including, after the Closing, the Transferred Subsidiaries) expressly consents to each of Freshfields’, Xxxxx Lovells’, Xxxx Xxxxxxx’x and Xxxxx Xxxxxxx’x representation of the Seller and its Affiliates in any post-Closing matter, relating to the transactions contemplated by this Agreement or the Ancillary Agreements or any disagreement or dispute relating thereto, in which the interests of the Purchaser and its Affiliates (including Trilliant Gaming Nevada Inc. the Transferred Subsidiaries), on the one hand, and the Seller and its Affiliates, on the other hand, are adverse, and agrees not to claim or assert any conflict of interest in connection therewith by virtue of their representation of the Seller and its capacity as the Stockholder Representative, both Affiliates in connection with the negotiation, preparation, execution and delivery of this Agreement and the Escrow Agreement and the consummation of the Merger and in connection with other matters. There may come a time, including after consummation of the Merger, when the interests of the Onex Group and the Company Proposed Transactions or any of its Subsidiaries may no longer be aligned disagreement or when, for any reason, the Onex Group, Xxxxx Xxxxx or the Company or any of its Subsidiaries believes that Xxxxx Xxxxx can or should no longer represent both the Onex Group and the Company or any of its Subsidiaries. The parties understand and specifically agree that Fried Xxxxx xxx withdraw from representing the Company and its Subsidiaries and continue to represent the Onex Group (or any other holder of Shares), even if the interests of the Onex Group (or such other holder of Shares), and the interests of the Company or any of its Subsidiaries are or may be adverse, including in connection with any dispute arising out of or relating to this Agreement or any of the documents or transactions contemplated hereby, and even though Fried Xxxxx xxx have represented the Company and its Subsidiaries in a matter substantially related to such dispute, and Parent, Merger Sub and the Company hereby consent thereto and waive any conflict of interest arising therefromthereto. (b) Each Effective as of the parties further Closing, the Purchaser hereby agrees thatnot to assert, as and to all communications cause each of its Affiliates (including the Transferred Subsidiaries) not to assert, any attorney-client privilege held by the Business or any Transferred Subsidiary, or any officer, employee, director or manager thereof, with respect to any communication relating to the negotiation, documentation or consummation of this Agreement, the Ancillary Agreements or any of the transactions contemplated hereby or thereby occurring with counsel to any such Person on or prior to the Closing Date among Xxxxx XxxxxClosing, it being the Company, any intention of its Subsidiaries and the Onex Group (or any other holder of Shares), the parties hereto that all such rights to such attorney-client privilege, the expectation of client confidence privilege and all other rights to any evidentiary privilege belong to the Onex Group and shall not pass to or be claimed by the Company or any of its Affiliates. In addition, if the Merger is consummated, (i) the Company and its Subsidiaries shall have no right of access to or control over any of Fried Frank’s records related to the Merger or the other transactions contemplated hereby, which shall become the property of (and be controlled by) the Onex Group and (ii) it would be impracticable to remove from the records (including emails and other electronic files) of the Company and its Subsidiaries any privileged communications with Xxxxx Xxxxx. Accordingly, the Company and its Subsidiaries, Parent and Merger Sub agree not to rely upon such privileged communications that may remain in the records of the Company or its Subsidiaries, and the parties agree that no attorney-client privilegeprivilege shall be retained by the Seller and its Affiliates, attorney work product or other privilege or protection and their respective officers, employees, directors and managers. Notwithstanding the foregoing, neither the Purchaser nor its Affiliates (including the Transferred Subsidiaries) is waived or intended waiving its right to be waived by allowing such material to remain in the files of the Company or its Subsidiaries. Furthermore, in the event of a dispute between the Onex Group and the Company or assert any of its Subsidiaries arising out of or relating to any matter in which Xxxxx Xxxxx acted for them both, none of the attorney-client privilege, the expectation of client confidence privilege in connection with any Proceeding not involving Seller or any other rights to any evidentiary privilege will protect from disclosure to the Onex Group any information or documents developed or shared during the course of Fried Frank’s joint representation of the Onex Group and the Company and its SubsidiariesAffiliates.

Legal Representation. (a) Each Following consummation of the parties to this Agreement acknowledges that Friedtransactions contemplated hereby, Frankthe Company’s and its Subsidiaries’ current and former legal counsel (including K&E LLP) (each, Harris, Xxxxxxx & Xxxxxxxx LLP (“Xxxxx XxxxxCompany Counsel”) currently serves may serve as counsel to both (a) each and any of the Company and its Subsidiaries and (b) Onex Corporation and its Affiliates (the “Onex Group”), including Trilliant Gaming Nevada Inc. in its capacity as the Stockholder Seller Representative, both in connection with the negotiationSellers and their respective Non-Recourse Parties, preparation, execution and delivery of this Agreement and the Escrow Agreement and the consummation of the Merger and in connection with other matters. There may come a time, including after consummation of the Merger, when the interests of the Onex Group and the Company or any of its Subsidiaries may no longer be aligned or when, for any reason, the Onex Group, Xxxxx Xxxxx or the Company or any of its Subsidiaries believes that Xxxxx Xxxxx can or should no longer represent both the Onex Group and the Company or any of its Subsidiaries. The parties understand and specifically agree that Fried Xxxxx xxx withdraw from representing the Company and its Subsidiaries and continue to represent the Onex Group (or any other holder of Shares), even if the interests of the Onex Group (or such other holder of Shares), and the interests of the Company or any of its Subsidiaries are or may be adverse, including in connection with any dispute litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such representation or any continued representation of any other Person (including the Seller Representative and its Affiliates), and each of the documents or transactions contemplated hereby, parties hereto (on behalf of itself and even though Fried Xxxxx xxx have represented the Company and each of its Subsidiaries in a matter substantially related to such dispute, and Parent, Merger Sub and the Company hereby consent Non-Recourse Parties) consents thereto and waive waives any conflict of interest arising therefrom. (b) Each . The decision to represent any of the parties further agrees that, as to all communications on or prior to the Closing Date among Xxxxx XxxxxSeller Representative, the Company, Sellers and their respective Non-Recourse Parties shall be solely that of any of its Subsidiaries and the Onex Group (or any other holder of Shares), the such Company Counsel. Any attorney-client privilege, the work product protection or expectation of client confidence and all other rights confidentiality applicable to any evidentiary privilege belong communication to the Onex Group and shall not pass extent relating exclusively to the negotiation, documentation or be claimed by consummation of the transactions contemplated hereby between the Company or any of its Affiliates. In addition, if the Merger is consummated, (i) the Company and its Subsidiaries shall have no right of access to or control over any of Fried Frank’s records related to the Merger or the other transactions contemplated hereby, which shall become the property of (and be controlled by) the Onex Group and (ii) it would be impracticable to remove from the records (including emails and other electronic files) of the Company and its Subsidiaries any privileged communications with Xxxxx Xxxxx. Accordingly, the Company and its Subsidiaries, Parent and Merger Sub agree not to rely upon such privileged communications that may remain in the records of the Company or its Subsidiaries, and the parties agree that no attorney-client privilege, attorney work product or other privilege or protection is waived or intended to be waived by allowing such material to remain in the files of the Company or its Subsidiaries. Furthermore, in the event of a dispute between the Onex Group Counsel and the Company or any of its Subsidiaries arising out (collectively, the “Privileges”) shall survive the Closing and shall remain in full force and effect; provided, that notwithstanding anything to the contrary in this Agreement or any Company Document, the Privileges and all information, data, documents or communications, in any format and by whomever possessed, covered by or subject to any of the Privileges (collectively, “Privileged Materials”) shall, from and after the Closing, automatically be assigned and exclusively belong to, and be controlled by, the Seller Representative. For the avoidance of doubt, as to any Privileged Materials, the Purchaser and the Company, together with any of their respective Affiliates, successors or assigns, agree that no such party may use or rely on any of the Privileged Materials in any action or claim against or involving any of the parties hereto or any of their respective Non-Recourse Parties relating to the transactions contemplated hereby after the Closing, and the Seller Representative and its Affiliates shall have the right to assert any matter in which Xxxxx Xxxxx acted for them both, none of the attorney-client privilege, the expectation of client confidence or any other rights to any evidentiary privilege will protect from disclosure to the Onex Group any information or documents developed or shared during the course of Fried Frank’s joint representation of the Onex Group and Privileges against the Company and its Subsidiaries. The Purchaser further agrees that, on its own behalf and on behalf of its Subsidiaries (including, following the Closing, the Company), any Company Counsel’s retention by the Company or any of its Subsidiaries shall be deemed completed and terminated without any further action by any Person effective as of the Closing. The Company shall cause each of its future direct and indirect Subsidiaries and its and their successors and assigns that are not signatories to this Agreement to fulfill and comply with the terms of this Section 13.14 and take any and all other steps necessary to effect the agreements in this Section 13.14. Notwithstanding the foregoing, in the event that a dispute arises between the Purchaser or the Company, on the one hand, and a third party other than any Seller, on the other hand, the Purchaser or the Company may assert the attorney-client privilege to prevent the disclosure of the Privileged Materials to such third party and, if requested by the Purchaser, the Sellers shall assert such privilege; provided, however, that none of the Purchaser or the Company may waive such privilege without the prior written consent of the Seller Representative.

Legal Representation. (a) Each Party, on its own behalf and on behalf of the parties to this Agreement acknowledges that Friedits directors, Frankmanagers, Harrisofficers, Xxxxxxx & Xxxxxxxx LLP owners, employees and Affiliates and each of their successors and assigns (“Xxxxx Xxxxx”) currently serves as counsel to both (a) the Company and its Subsidiaries and (b) Onex Corporation and its Affiliates (all such parties, the “Onex GroupWaiving Parties”), including Trilliant Gaming Nevada Inc. in its capacity as the Stockholder Representative, both in connection with the negotiation, preparation, execution and delivery of this Agreement and the Escrow Agreement and the consummation of the Merger and in connection with other matters. There may come a time, including after consummation of the Merger, when the interests of the Onex Group and the Company or any of its Subsidiaries may no longer be aligned or when, for any reason, the Onex Group, Xxxxx Xxxxx or the Company or any of its Subsidiaries believes hereby agrees that Xxxxx Xxxxx can or should no longer represent both the Onex Group and the Company or any of its Subsidiaries. The parties understand and specifically agree that Fried Xxxxx xxx withdraw from representing the Company and its Subsidiaries and continue to represent the Onex Group DLA Piper LLP (US) (or any other holder of Shares)successor thereto) may represent the Sponsor or any direct or indirect director, even if the interests manager, officer, owner, employee or Affiliate of the Onex Group (or such other holder of Shares)Sponsor, and the interests of the Company or any of its Subsidiaries are or may be adverse, including in connection with any dispute dispute, claim, Proceeding or Liability arising out of or relating to this Agreement Agreement, any Ancillary Document the transactions contemplated hereby or thereby (any such representation, the “Armada Post-Closing Representation”) notwithstanding its representation (or any continued representation) of the Sponsor or any of their respective Affiliates in connection with the documents or transactions contemplated herebyby this Agreement, and even though Fried Xxxxx xxx have represented the Company and its Subsidiaries in a matter substantially related to such disputeCompany, and Parent, Merger Sub on behalf of itself and the Company Waiving Parties, hereby consent consents thereto and waive irrevocably waives (and will not assert) any conflict of interest or any objection arising therefromtherefrom or relating thereto, even though the interests of the Armada Post-Closing Representation may be directly adverse to the Waiving Parties. (b) Each of the parties further Waiving Party hereby agrees that, as to all communications on or prior to the Closing Date among Xxxxx Xxxxx, the Company, any of its Subsidiaries and the Onex Group that Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx (or any other holder of Shares), the attorney-client privilege, the expectation of client confidence and all other rights to successor thereto) may represent any evidentiary privilege belong to the Onex Group and shall not pass to or be claimed by the Company or any of its Affiliates. In additiondirect or indirect director, if the Merger is consummatedmanager, (i) the Company and its Subsidiaries shall have no right of access to officer, owner, employee or control over any of Fried Frank’s records related to the Merger or the other transactions contemplated hereby, which shall become the property of (and be controlled by) the Onex Group and (ii) it would be impracticable to remove from the records (including emails and other electronic files) of the Company and its Subsidiaries any privileged communications with Xxxxx Xxxxx. Accordingly, the Company and its Subsidiaries, Parent and Merger Sub agree not to rely upon such privileged communications that may remain in the records of the Company or its Subsidiaries, and the parties agree that no attorney-client privilege, attorney work product or other privilege or protection is waived or intended to be waived by allowing such material to remain in the files of the Company or its Subsidiaries. FurthermoreAffiliate thereof, in the event of a dispute between the Onex Group and the Company connection with any dispute, claim, Proceeding or any of its Subsidiaries Liability arising out of or relating to this Agreement, any matter in which Xxxxx Xxxxx acted for them bothAncillary Document or the transactions contemplated hereby or thereby (any such representation, none the “Company Post-Closing Representation”) notwithstanding its representation (or any continued representation) of the attorneyGroup Companies in connection with the transactions contemplated by this Agreement, and each Party on behalf of itself and the applicable Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto, even though the interests of the Company Post-client privilegeClosing Representation may be directly adverse to the applicable Waiving Parties. (c) Each Waiving Party hereby agrees that Xxxxxx Xxxxxxx LLP (or any successor thereto) may represent any Group Company or any direct or indirect director, manager, officer, owner, employee or Affiliate thereof, in connection with any dispute, claim, Proceeding or Liability arising out of or relating to this Agreement, any Ancillary Document or the transactions contemplated hereby or thereby (any such representation, the expectation of client confidence “Company Post-Closing Representation”) notwithstanding its representation (or any other rights to continued representation) of the Group Companies in connection with the transactions contemplated by this Agreement, and each Party on behalf of itself and the applicable Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any evidentiary privilege will protect from disclosure conflict of interest or any objection arising therefrom or relating thereto, even though the interests of the Company Post-Closing Representation may be directly adverse to the Onex Group any information or documents developed or shared during the course of Fried Frank’s joint representation of the Onex Group and the Company and its Subsidiariesapplicable Waiving Parties.

Legal Representation. (a) Each Parent hereby agrees on behalf of its directors, members, partners, officers, employees and Affiliates (including after the parties to this Agreement acknowledges Closing, the Company), and each of their respective successors and assigns (all such parties, the “Parent Waiving Parties”), that FriedXxxxxx, Frank, Harris, Xxxxxxx Xxxxxxxxxx & Xxxxxxxx Xxxxxxxxx LLP (“Xxxxx Xxxxx”or any successor) currently serves as counsel to both (a) may represent the Company and its Subsidiaries and (b) Onex Corporation and its Interest Holders or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Company) (collectively, the “Onex Company Interest Holder Party Group”), in each case, in connection with any Legal Proceeding or obligation arising out of or relating to this Agreement, any Transaction Agreement or the Transactions, notwithstanding its representation (or any continued representation) of the Company or other Parent Waiving Parties, and each of Parent and the Company on behalf of itself and the Parent Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising therefrom or relating thereto. Parent and the Company acknowledge that the foregoing provision applies whether or not Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP provides legal services to the Company after the Closing Date. Each of Parent and the Company, for itself and the Parent Waiving Parties, hereby further irrevocably acknowledges and agrees that all communications, written or oral, between the Company or any member of the Parent Waiving Party Group and its counsel, including Trilliant Gaming Nevada Inc. in its capacity as Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, made prior to the Stockholder Representative, both Closing in connection with the negotiation, preparation, execution execution, delivery and delivery performance under, or any dispute or Legal Proceeding arising out of or relating to, this Agreement Agreement, any Transaction Agreements or the Transactions, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Company notwithstanding the Mergers, and instead survive, remain with and are controlled by the Company Interest Holder Party Group (the “Company Interest Holder Privileged Communications”), without any waiver thereof. Parent and the Escrow Agreement and the consummation Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Merger and Company Interest Holder Privileged Communications, whether located in connection with other matters. There may come a time, including after consummation of the Merger, when the interests of the Onex Group and the Company records or any of its Subsidiaries may no longer be aligned or when, for any reason, the Onex Group, Xxxxx Xxxxx or the Company or any of its Subsidiaries believes that Xxxxx Xxxxx can or should no longer represent both the Onex Group and the Company or any of its Subsidiaries. The parties understand and specifically agree that Fried Xxxxx xxx withdraw from representing the Company and its Subsidiaries and continue to represent the Onex Group (or any other holder of Shares), even if the interests of the Onex Group (or such other holder of Shares), and the interests email server of the Company or otherwise (including in the knowledge of the officers and employees of the Company), in any Legal Proceeding against or involving any of the Parties after the Closing, and Parent and the Company agree not to assert that any privilege has been waived as to the Company Interest Holder Privileged Communications, whether located in the records or email server of the Company or otherwise (including in the knowledge of the officers and employees of the Company). (b) The Company hereby agrees on behalf of its Subsidiaries are directors, members, partners, officers, employees and Affiliates and the Company Interest Holders, and each of their respective successors and assigns (all such parties, the “Company Waiving Parties”), that White & Case LLP (or any successor) may be adverserepresent the Sponsor, including Parent or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Company) (collectively, the “Parent Party Group”), in each case, in connection with any dispute Legal Proceeding or obligation arising out of or relating to this Agreement, any Transaction Agreement or the Transactions, notwithstanding its representation (or any continued representation) of the Parent Party Group, and the Company on behalf of itself and Company Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising therefrom or relating thereto. The Company acknowledges that the foregoing provision applies whether or not White & Case LLP provides legal services to the Sponsor or Parent after the Closing Date. The Company, for itself and the Company Waiving Parties, hereby further irrevocably acknowledges and agrees that all communications, written or oral, between any of the documents or transactions contemplated hereby, and even though Fried Xxxxx xxx have represented the Company Parent Party Group and its Subsidiaries counsel, including White & Case LLP, made in a matter substantially related to such disputeconnection with the negotiation, preparation, execution, delivery and Parentperformance under, Merger Sub and the Company hereby consent thereto and waive any conflict of interest arising therefrom. (b) Each of the parties further agrees that, as to all communications on or prior to the Closing Date among Xxxxx Xxxxx, the Company, any of its Subsidiaries and the Onex Group (or any other holder of Shares), the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Onex Group and shall not pass to dispute or be claimed by the Company or any of its Affiliates. In addition, if the Merger is consummated, (i) the Company and its Subsidiaries shall have no right of access to or control over any of Fried Frank’s records related to the Merger or the other transactions contemplated hereby, which shall become the property of (and be controlled by) the Onex Group and (ii) it would be impracticable to remove from the records (including emails and other electronic files) of the Company and its Subsidiaries any privileged communications with Xxxxx Xxxxx. Accordingly, the Company and its Subsidiaries, Parent and Merger Sub agree not to rely upon such privileged communications that may remain in the records of the Company or its Subsidiaries, and the parties agree that no attorney-client privilege, attorney work product or other privilege or protection is waived or intended to be waived by allowing such material to remain in the files of the Company or its Subsidiaries. Furthermore, in the event of a dispute between the Onex Group and the Company or any of its Subsidiaries Legal Proceeding arising out of or relating to, this Agreement, any Transaction Agreements or the Transactions, or any matter relating to any matter of the foregoing, are privileged communications that do not pass to the Company notwithstanding the Mergers, and instead survive, remain with and are controlled by the Parent Party Group (the “Parent Privileged Communications”), without any waiver thereof. Sponsor and Parent, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Parent Privileged Communications, whether located in which Xxxxx Xxxxx acted for them boththe records or email server of the Company or otherwise (including in the knowledge or the officers and employees of the Company), none in any Legal Proceeding against or involving any of the Parties after the Closing, and the Company Waiving Parties agree not to assert that any privilege has been waived as to the Parent Privileged Communications. Notwithstanding the foregoing, in the event that a dispute arises between Parent, Merger Subs or the Surviving Entity, on the one hand, and a third party other than a Party to this Agreement (or any Affiliate or Representative thereof) after the Closing, the Surviving Entity may assert the attorney-client privilegeprivilege to prevent disclosure of confidential communications by White & Case LLP to such third party; provided, however, that the expectation of client confidence or any other rights to any evidentiary Surviving Entity may not waive such privilege will protect from disclosure to without the Onex Group any information or documents developed or shared during the course of Fried Frank’s joint representation prior written consent of the Onex Group and the Company and its SubsidiariesSponsor.

Legal Representation. STPK hereby agrees on behalf of its directors, members, partners, officers, employees and Affiliates (a) Each including after the Closing, the Company), and each of their respective successors and assigns (all such parties, the parties to this Agreement acknowledges “Waiving Parties”), that FriedGxxxxx, Frank, Harris, Xxxxxxx Dxxx & Xxxxxxxx Cxxxxxxx LLP (or any successor) (“Xxxxx XxxxxGxxxxx Dxxx”) currently serves as counsel to both and Wilson, Sonsini, Gxxxxxxx & Rxxxxx, LLP (aor any successor) (“WSGR”) may represent the Company and its Subsidiaries and (b) Onex Corporation and its Pre-Closing Holders or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Company) (collectively, the “Onex Stem Group”), in each case, in connection with any Proceeding or obligation arising out of or relating to this Agreement, any Ancillary Document or any of the transactions contemplated hereby or thereby, notwithstanding its representation (or any continued representation) of the Group Companies or other Waiving Parties, and each of STPK and the Company on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising therefrom or relating thereto. STPK and the Company acknowledge that the foregoing provision applies whether or not Gxxxxx Dxxx or WSGR provides legal services to any Group Companies after the Closing Date. Each of STPK and the Company, for itself and the Waiving Parties, hereby further irrevocably acknowledges and agrees that all communications, written or oral, between any Group Company or any member of the Stem Group and its counsel, including Trilliant Gaming Nevada Inc. in its capacity as the Stockholder RepresentativeGxxxxx Dxxx or WSGR, both made in connection with the negotiation, preparation, execution execution, delivery and delivery of this Agreement and the Escrow Agreement and the consummation of the Merger and in connection with other matters. There may come a timeperformance under, including after consummation of the Merger, when the interests of the Onex Group and the Company or any of its Subsidiaries may no longer be aligned dispute or when, for any reason, the Onex Group, Xxxxx Xxxxx or the Company or any of its Subsidiaries believes that Xxxxx Xxxxx can or should no longer represent both the Onex Group and the Company or any of its Subsidiaries. The parties understand and specifically agree that Fried Xxxxx xxx withdraw from representing the Company and its Subsidiaries and continue to represent the Onex Group (or any other holder of Shares), even if the interests of the Onex Group (or such other holder of Shares), and the interests of the Company or any of its Subsidiaries are or may be adverse, including in connection with any dispute Proceeding arising out of or relating to, this Agreement, any Ancillary Document or the transactions contemplated hereby or thereby, or any matter relating to this Agreement or any of the documents or transactions contemplated herebyforegoing, are privileged communications that do not pass to the Company notwithstanding the Merger, and even though Fried Xxxxx xxx have represented instead survive, remain with and are controlled by the Company Stem Group (the “Privileged Communications”), without any waiver thereof. STPK and its Subsidiaries in a matter substantially related to such dispute, and Parent, Merger Sub and the Company hereby consent thereto and waive any conflict of interest arising therefrom. (b) Each of the parties further agrees that, as to all communications on or prior to the Closing Date among Xxxxx Xxxxx, the Company, together with any of its Subsidiaries and the Onex Group (their respective Affiliates, Subsidiaries, successors or any other holder of Shares)assigns, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Onex Group and shall not pass to agree that no Person may use or be claimed by the Company or rely on any of its Affiliates. In additionthe Privileged Communications, if the Merger is consummated, (i) the Company and its Subsidiaries shall have no right of access to or control over any of Fried Frank’s records related to the Merger or the other transactions contemplated hereby, which shall become the property of (and be controlled by) the Onex Group and (ii) it would be impracticable to remove from the records (including emails and other electronic files) of the Company and its Subsidiaries any privileged communications with Xxxxx Xxxxx. Accordingly, the Company and its Subsidiaries, Parent and Merger Sub agree not to rely upon such privileged communications that may remain whether located in the records or email server of the Company or its Subsidiariesotherwise (including in the knowledge or the officers and employees of the Company), in any Proceeding against or involving any of the Parties after the Closing, and STPK and the parties Company agree not to assert that no attorney-client privilegeany privilege has been waived as to the Privileged Communications, attorney work product or other privilege or protection is waived or intended to be waived by allowing such material to remain whether located in the files records or email server of the Company or its Subsidiaries. Furthermore, otherwise (including in the event of a dispute between the Onex Group and the Company or any of its Subsidiaries arising out of or relating to any matter in which Xxxxx Xxxxx acted for them both, none knowledge of the attorney-client privilege, the expectation of client confidence or any other rights to any evidentiary privilege will protect from disclosure to the Onex Group any information or documents developed or shared during the course of Fried Frank’s joint representation officers and employees of the Onex Group and the Company and its SubsidiariesCompany).

Legal Representation. (a) Each SPAC hereby agrees on behalf of its directors, members, partners, officers, employees and affiliates (including after the parties to this Agreement acknowledges that FriedClosing, Frankthe Surviving Company), Harrisand each of their respective successors and assigns (all such parties, Xxxxxxx & Xxxxxxxx LLP (“Xxxxx Xxxxx”) currently serves as counsel to both (a) the Company and its Subsidiaries and (b) Onex Corporation and its Affiliates (the “Onex GroupSPAC Waiving Parties”), including Trilliant Gaming Nevada Inc. in its capacity as the Stockholder Representative, both in connection with the negotiation, preparation, execution and delivery of this Agreement and the Escrow Agreement and the consummation of the Merger and in connection with other matters. There that Xxxxxx & Xxxxxxx LLP may come a time, including after consummation of the Merger, when the interests of the Onex Group and represent the Company or any of its Subsidiaries may no longer be aligned or when, for any reason, the Onex Group, Xxxxx Xxxxx or the Company or any of its Subsidiaries believes that Xxxxx Xxxxx can their respective directors, managers, members, partners, officers, employees or should no longer represent both the Onex Group and the Company or any of its Subsidiaries. The parties understand and specifically agree that Fried Xxxxx xxx withdraw from representing the Company and its Subsidiaries and continue to represent the Onex Group (or any other holder of Shares)affiliates, even if the interests of the Onex Group (or such other holder of Shares)in each case, and the interests of the Company or any of its Subsidiaries are or may be adverse, including in connection with any dispute Action or obligation arising out of or relating to this Agreement Agreement, notwithstanding its representation (or any continued representation) of the documents Company or transactions contemplated herebyits Subsidiaries or other SPAC Waiving Parties, and even though Fried Xxxxx xxx have represented the Company and its Subsidiaries in a matter substantially related to such dispute, and Parent, Merger Sub SPAC on behalf of itself and the Company SPAC Waiving Parties hereby consent consents thereto and waive irrevocably waives (and will not assert) any conflict of interest arising therefrom. (b) Each interest, breach of the parties further agrees that, as to all communications on or prior to the Closing Date among Xxxxx Xxxxx, the Company, any of its Subsidiaries and the Onex Group (duty or any other holder of Shares), objection arising therefrom or relating thereto. SPAC acknowledges that the attorney-client privilege, the expectation of client confidence and all other rights foregoing provision applies whether or not Xxxxxx & Xxxxxxx LLP provides legal services to any evidentiary privilege belong to the Onex Group and shall not pass to or be claimed by the Company or any of its Affiliates. In addition, if the Merger is consummated, (i) the Company and its Subsidiaries shall have no right of access to or control over any of Fried Frank’s records related to the Merger or the other transactions contemplated hereby, which shall become the property of (and be controlled by) the Onex Group and (ii) it would be impracticable to remove from the records (including emails and other electronic files) of the Company and its Subsidiaries any privileged communications with Xxxxx Xxxxx. Accordinglyafter the Closing Date. (b) The Company hereby agrees on behalf of its directors, managers, members, partners, officers, employees and affiliates, and each of their respective successors and assigns (all such parties, the “Company and its SubsidiariesWaiving Parties”), Parent and Merger Sub agree not to rely upon such privileged communications that Xxxxxxxxx Xxxxxxx, LLP may remain in the records of the Company or its Subsidiaries, and the parties agree that no attorney-client privilege, attorney work product or other privilege or protection is waived or intended to be waived by allowing such material to remain in the files of the Company or its Subsidiaries. Furthermore, in the event of a dispute between the Onex Group and the Company represent Sponsor or any of its Subsidiaries their respective directors, members, partners, officers, employees or affiliates, in each case, in connection with any Action or obligation arising out of or relating to this Agreement, notwithstanding its representation (or any matter in which Xxxxx Xxxxx acted for them bothcontinued representation) of SPAC or other Company Waiving Parties, none and the Company on behalf of itself and the attorney-client privilegeCompany Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, the expectation breach of client confidence duty or any other rights to any evidentiary privilege will protect from disclosure objection arising therefrom or relating thereto. The Company acknowledges that the foregoing provision applies whether or not Xxxxxxxxx Xxxxxxx, LLP provides legal services to the Onex Group any information Surviving Company or documents developed or shared during Sponsor after the course of Fried Frank’s joint representation of the Onex Group and the Company and its SubsidiariesClosing Date.

Legal Representation. SPAC and the Company hereby agree on behalf of their respective directors, members, partners, officers, employees and Affiliates (including after the Closing, the Surviving Company), and each of their respective successors and assigns (all such parties, the “Waiving Parties”), that, in the event of a dispute with respect to the Transaction Agreements or the Transactions arises after the Closing between or among (a) Each SPAC Stockholders or any of their respective directors, members, partners, officers, employees or Affiliates (other than the parties to this Agreement acknowledges that FriedSurviving Company or any other Group Company) (collectively, Frankthe “SPAC Group”), Harrison the one hand, Xxxxxxx & Xxxxxxxx LLP (“Xxxxx Xxxxx”) currently serves as counsel to both (a) the Company and its Subsidiaries and (b) Onex Corporation the Surviving Company and/or a Group Company, on the other hand, that Xxxxxx, Xxxxx & Xxxxxxx LLP (or any successor) or Gornitzky & Co. (or any successor) may represent the SPAC Group, notwithstanding its representation (or any continued representation) of SPAC or other Waiving Parties, and its Affiliates each of SPAC and the Company on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising therefrom or relating thereto. Each of SPAC and the “Onex Group”)Company, including Trilliant Gaming Nevada Inc. in its capacity for itself and the Waiving Parties, hereby further agree that, as to all legally privileged communications prior to the Stockholder Representative, both Closing (made in connection with the negotiation, preparation, execution execution, delivery and delivery of this Agreement and the Escrow Agreement and the consummation of the Merger and in connection with other matters. There may come a timeperformance under, including after consummation of the Merger, when the interests of the Onex Group and the Company or any of its Subsidiaries may no longer be aligned dispute or when, for any reason, the Onex Group, Xxxxx Xxxxx or the Company or any of its Subsidiaries believes that Xxxxx Xxxxx can or should no longer represent both the Onex Group and the Company or any of its Subsidiaries. The parties understand and specifically agree that Fried Xxxxx xxx withdraw from representing the Company and its Subsidiaries and continue to represent the Onex Group (or any other holder of Shares), even if the interests of the Onex Group (or such other holder of Shares), and the interests of the Company or any of its Subsidiaries are or may be adverse, including in connection with any dispute Legal Proceeding arising out of or relating to this Agreement to, any Transaction Agreements or the Transactions contemplated or thereby) between or among SPAC and/or any other member of the documents or transactions contemplated herebySPAC Group, on the one hand, and even though Fried Xxxxxx, Xxxxx xxx have represented the Company and its Subsidiaries in a matter substantially related to such dispute, and Parent, Merger Sub and the Company hereby consent thereto and waive any conflict of interest arising therefrom. (b) Each of the parties further agrees that, as to all communications on or prior to the Closing Date among Xxxxx Xxxxx, the Company, any of its Subsidiaries and the Onex Group & Xxxxxxx LLP (or any successor) or Gornitzky & Co. (or any successor), on the other holder of Shares)hand, the attorney-/client privilege, privilege and the expectation of client confidence shall survive the Merger and all other rights to any evidentiary privilege belong to the Onex SPAC Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Company. Notwithstanding the foregoing, any privileged communications or information shared by the Company or any of its Affiliates. In addition, if the Merger is consummated, (i) the Company and its Subsidiaries shall have no right of access to or control over any of Fried Frank’s records related prior to the Merger Closing with SPAC or the other transactions contemplated hereby, which shall become the property of (and be controlled by) the Onex Group and (ii) it would be impracticable to remove from the records (including emails and other electronic files) another member of the Company and its Subsidiaries any SPAC Group under a common interest agreement shall remain the privileged communications with Xxxxx Xxxxx. Accordingly, the Company and its Subsidiaries, Parent and Merger Sub agree not to rely upon such privileged communications that may remain in the records or information of the Surviving Company or its Subsidiaries, and following the parties agree that no attorney-client privilege, attorney work product or other privilege or protection is waived or intended to be waived by allowing such material to remain in the files of the Company or its Subsidiaries. Furthermore, in the event of a dispute between the Onex Group and the Company or any of its Subsidiaries arising out of or relating to any matter in which Xxxxx Xxxxx acted for them both, none of the attorney-client privilege, the expectation of client confidence or any other rights to any evidentiary privilege will protect from disclosure to the Onex Group any information or documents developed or shared during the course of Fried Frank’s joint representation of the Onex Group and the Company and its SubsidiariesClosing.

Legal Representation. (a) Each Following consummation of the parties to this Agreement acknowledges that Friedtransactions contemplated hereby, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP (“Xxxxx Xxxxx”) currently serves as counsel to both (a) the Company and its Subsidiaries Subsidiaries’ current and former legal counsel (bincluding Kxxxxxxx & Exxxx LLP, Dxxxx, MxXxxxxx & Pxxxxx, P.C., DLA Piper LLP, Pxxxxxx & Wxxxxxxxx LLP and Fxxxxxxx Steifman LLP) Onex Corporation (collectively, and each, “Company Counsel”) may serve as counsel to each and any of the Seller and its Affiliates (the “Onex Group”)Non-Recourse Parties, including Trilliant Gaming Nevada Inc. in its capacity as the Stockholder Representative, both in connection with the negotiation, preparation, execution and delivery of this Agreement and the Escrow Agreement and the consummation of the Merger and in connection with other matters. There may come a time, including after consummation of the Merger, when the interests of the Onex Group and the Company or any of its Subsidiaries may no longer be aligned or when, for any reason, the Onex Group, Xxxxx Xxxxx or the Company or any of its Subsidiaries believes that Xxxxx Xxxxx can or should no longer represent both the Onex Group and the Company or any of its Subsidiaries. The parties understand and specifically agree that Fried Xxxxx xxx withdraw from representing the Company and its Subsidiaries and continue to represent the Onex Group (or any other holder of Shares), even if the interests of the Onex Group (or such other holder of Shares), and the interests of the Company or any of its Subsidiaries are or may be adverse, including in connection with any dispute litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such representation or any continued representation of any other Person (including the Seller and its direct or indirect equityholders), and each of the documents or transactions contemplated hereby, parties hereto (on behalf of itself and even though Fried Xxxxx xxx have represented the Company and each of its Subsidiaries in a matter substantially related to such dispute, and Parent, Merger Sub and the Company hereby consent Non-Recourse Parties) consents thereto and waive waives (to the extent waivable) any conflict of interest arising therefrom. (b) Each The decision to represent any of the parties further agrees that, as to all communications on or prior to the Closing Date among Xxxxx Xxxxx, the Company, Seller and its Non-Recourse Parties shall be solely that of any of its Subsidiaries and the Onex Group (or any other holder of Shares), the such Company Counsel. Any attorney-client privilege, the work product protection or expectation of client confidence confidentiality arising out of or as a result of any Company Counsel’s representing of the Company or any of its Subsidiaries in any matter relating in any way to the Seller and its direct or indirect equityholders or in connection with the transactions contemplated by this Agreement (collectively, the “Privileges”) shall survive the Closing and shall remain in full force and effect; provided, that notwithstanding anything to the contrary in this Agreement or any Company Document, the Privileges and all other rights information, data, documents or communications, in any format and by whomever possessed, covered by or subject to any evidentiary privilege of the Privileges (collectively, “Privileged Materials”) shall, from and after the Closing, automatically be assigned and exclusively belong to, and be controlled by, the Seller. For the avoidance of doubt, as to any Privileged Materials, the Onex Group Purchaser and the Company, together with any of their respective Affiliates, successors or assigns, agree that no such party may use or rely on any of the Privileged Materials in any action or claim against or involving any of the parties hereto or any of their respective Non-Recourse Parties after the Closing, and the Seller and its direct or indirect equityholders shall not pass have the right to or be claimed assert any of the Privileges against the Company and its Subsidiaries. (c) The Company further agrees that, on its own behalf and on behalf of its Subsidiaries, any Company Counsel’s retention by the Company or any of its Affiliates. In addition, if the Merger is consummated, (i) the Company and its Subsidiaries shall have no right of access to or control over be deemed completed and terminated without any of Fried Frank’s records related to the Merger or the other transactions contemplated hereby, which shall become the property of (and be controlled by) the Onex Group and (ii) it would be impracticable to remove from the records (including emails and other electronic files) further action by any Person effective as of the Closing. The Company and its Subsidiaries any privileged communications with Xxxxx Xxxxx. Accordingly, the Company and its Subsidiaries, Parent and Merger Sub agree not to rely upon such privileged communications that may remain in the records of the Company or its Subsidiaries, and the parties agree that no attorney-client privilege, attorney work product or other privilege or protection is waived or intended to be waived by allowing such material to remain in the files of the Company or its Subsidiaries. Furthermore, in the event of a dispute between the Onex Group and the Company or any shall cause each of its Subsidiaries arising out that are not signatories to this Agreement to fulfill and comply with the terms of or relating this Section 13.13 and take any and all other steps necessary to any matter effect the agreements in which Xxxxx Xxxxx acted for them both, none of the attorney-client privilege, the expectation of client confidence or any other rights to any evidentiary privilege will protect from disclosure to the Onex Group any information or documents developed or shared during the course of Fried Frank’s joint representation of the Onex Group and the Company and its Subsidiariesthis Section 13.13.

Legal Representation. ION and the Company hereby agree on behalf of their respective directors, members, partners, officers, employees and Affiliates (including after the Closing, the Surviving Company), and each of their respective successors and assigns (all such parties, the “Waiving Parties”), that, in the event of a dispute with respect to the Transaction Agreements or the Transactions arises after the Closing between or among (a) Each ION Shareholders or any of their respective directors, members, partners, officers, employees or Affiliates (other than the parties to this Agreement acknowledges that FriedSurviving Company or any other Group Company) (collectively, Frankthe “ION Group”), Harrison the one hand, Xxxxxxx & Xxxxxxxx LLP (“Xxxxx Xxxxx”) currently serves as counsel to both (a) the Company and its Subsidiaries and (b) Onex Corporation the Surviving Company and/or a Group Company, on the other hand, that White & Case LLP (or any successor) or Xxxxxxxx Xxxxxxxx & Co. (or any successor) may represent the ION Group, notwithstanding its representation (or any continued representation) of ION or other Waiving Parties, and its Affiliates each of ION and the Company on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising therefrom or relating thereto. Each of ION and the “Onex Group”)Company, including Trilliant Gaming Nevada Inc. in its capacity for itself and the Waiving Parties, hereby further agree that, as to all legally privileged communications prior to the Stockholder Representative, both Closing (made in connection with the negotiation, preparation, execution execution, delivery and delivery of this Agreement and the Escrow Agreement and the consummation of the Merger and in connection with other matters. There may come a timeperformance under, including after consummation of the Merger, when the interests of the Onex Group and the Company or any of its Subsidiaries may no longer be aligned dispute or when, for any reason, the Onex Group, Xxxxx Xxxxx or the Company or any of its Subsidiaries believes that Xxxxx Xxxxx can or should no longer represent both the Onex Group and the Company or any of its Subsidiaries. The parties understand and specifically agree that Fried Xxxxx xxx withdraw from representing the Company and its Subsidiaries and continue to represent the Onex Group (or any other holder of Shares), even if the interests of the Onex Group (or such other holder of Shares), and the interests of the Company or any of its Subsidiaries are or may be adverse, including in connection with any dispute Legal Proceeding arising out of or relating to this Agreement to, any Transaction Agreements or the Transactions contemplated or thereby) between or among ION and/or any other member of the documents or transactions contemplated herebyION Group, on the one hand, and even though Fried Xxxxx xxx have represented the Company and its Subsidiaries in a matter substantially related to such dispute, and Parent, Merger Sub and the Company hereby consent thereto and waive any conflict of interest arising therefrom. (b) Each of the parties further agrees that, as to all communications on or prior to the Closing Date among Xxxxx Xxxxx, the Company, any of its Subsidiaries and the Onex Group White & Case LLP (or any successor) or Xxxxxxxx Xxxxxxxx & Co. (or any successor), on the other holder of Shares)hand, the attorney-/client privilege, privilege and the expectation of client confidence shall survive the Merger and all other rights to any evidentiary privilege belong to the Onex ION Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Company. Notwithstanding the foregoing, any privileged communications or information shared by the Company or any of its Affiliates. In addition, if the Merger is consummated, (i) the Company and its Subsidiaries shall have no right of access to or control over any of Fried Frank’s records related prior to the Merger Closing with ION or the other transactions contemplated hereby, which shall become the property of (and be controlled by) the Onex Group and (ii) it would be impracticable to remove from the records (including emails and other electronic files) another member of the Company and its Subsidiaries any ION Group under a common interest agreement shall remain the privileged communications with Xxxxx Xxxxx. Accordingly, the Company and its Subsidiaries, Parent and Merger Sub agree not to rely upon such privileged communications that may remain in the records or information of the Surviving Company or its Subsidiaries, and following the parties agree that no attorney-client privilege, attorney work product or other privilege or protection is waived or intended to be waived by allowing such material to remain in the files of the Company or its Subsidiaries. Furthermore, in the event of a dispute between the Onex Group and the Company or any of its Subsidiaries arising out of or relating to any matter in which Xxxxx Xxxxx acted for them both, none of the attorney-client privilege, the expectation of client confidence or any other rights to any evidentiary privilege will protect from disclosure to the Onex Group any information or documents developed or shared during the course of Fried Frank’s joint representation of the Onex Group and the Company and its SubsidiariesClosing.

Legal Representation. (a) Each of the parties to this Agreement acknowledges hereby agrees, on its own behalf and on behalf of its Representatives, that Fried, Frank, Harris, Xxxxxxx Xxxxxxxx & Xxxxxxxx Xxxxx LLP (“Xxxxx Xxxxx”) currently serves may serve as counsel to both (a) the Company and its Subsidiaries and (b) Onex Corporation Stockholder Representative and its Affiliates (collectively, the “Onex Stockholder Group”), including Trilliant Gaming Nevada Inc. in its capacity as on the Stockholder Representativeone hand, both and the Company Group, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement and the Escrow Agreement and the consummation of the Merger transactions contemplated hereby, and in connection with other matters. There may come a timethat, including after following consummation of the Mergertransactions contemplated hereby, when the interests of the Onex Group and the Company or any of its Subsidiaries may no longer be aligned or when, for any reason, the Onex Group, Xxxxxxxx & Xxxxx Xxxxx or the Company or any of its Subsidiaries believes that Xxxxx Xxxxx can or should no longer represent both the Onex Group and the Company or any of its Subsidiaries. The parties understand and specifically agree that Fried Xxxxx xxx withdraw from representing the Company and its Subsidiaries and continue to represent the Onex Group LLP (or any other holder of Shares), even if successor) may serve as counsel to (x) the interests Stockholder Group or Representatives of the Onex Stockholder Group or (or y) any other Stockholder in the event such other holder of Shares)Person so requests, and the interests of the Company or any of its Subsidiaries are or may be adverse, including in either case in connection with any dispute litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement or any other matter notwithstanding such representation (or any continued representation) of the documents or transactions contemplated herebyCompany Group, and even though Fried Xxxxx xxx have represented each of the Company parties hereto hereby consents thereto and its Subsidiaries in a matter substantially related to such disputewaives any conflict of interest arising therefrom, and Parent, Merger Sub and the Company hereby each of such parties shall cause any Affiliate thereof to consent thereto and to waive any conflict of interest arising therefrom. (b) from such representation. Each of the parties to this Agreement further agrees thatto take the steps necessary to ensure any privilege attaching as a result of Xxxxxxxx & Xxxxx LLP’s service as counsel to the Company Group in connection with the transactions contemplated by this Agreement will survive the Closing and will remain in effect, as provided that such privilege from and after the Closing will be jointly controlled by the Stockholder Representative. As to all any privileged attorney-client communications on or between Xxxxxxxx & Xxxxx LLP and the Company Group (including the Company) prior to the Closing Date among Xxxxx Xxxxxrelating to the transactions contemplated by this Agreement (collectively, the “Privileged Communications”), Parent, Merger Sub, the Company, any and each of its Subsidiaries and the Onex Group (or any other holder of Shares), the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Onex Group and shall not pass to or be claimed by the Company or together with any of its their respective Affiliates. In addition, if the Merger is consummated, (i) the Company and its Subsidiaries shall have no right of access to or control over any of Fried Frank’s records related to the Merger or the other transactions contemplated hereby, which shall become the property of (and be controlled by) the Onex Group and (ii) it would be impracticable to remove from the records (including emails and other electronic files) of the Company and its Subsidiaries any privileged communications with Xxxxx Xxxxx. Accordingly, the Company and its Subsidiaries, Parent and Merger Sub agree not to rely upon such privileged communications that may remain in the records of the Company successors or its Subsidiariesassigns, and the parties agree that no attorney-client privilege, attorney work product such party may use or other privilege or protection is waived or intended to be waived by allowing such material to remain in the files rely on any of the Company Privileged Communications in any action against or its Subsidiaries. Furthermore, in the event of a dispute between the Onex Group and the Company or involving any of its Subsidiaries arising out of or relating to any matter in which Xxxxx Xxxxx acted for them both, none of the attorney-client privilege, parties after the expectation of client confidence or any other rights to any evidentiary privilege will protect from disclosure to the Onex Group any information or documents developed or shared during the course of Fried Frank’s joint representation of the Onex Group and the Company and its SubsidiariesClosing.

Legal Representation. (a) Each WinVest hereby agrees on behalf of the parties to this Agreement acknowledges that Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP (“Xxxxx Xxxxx”) currently serves as counsel to both (a) the Company itself and its Subsidiaries directors, members, partners, officers, employees and affiliates (b) Onex Corporation including after the Closing, the Surviving Company, Xtribe PLC and its Affiliates the Xtribe Subsidiaries), and each of their respective successors and assigns (all such parties, the “Onex GroupWinVest Waiving Parties”), including Trilliant Gaming Nevada Inc. in its capacity as that Lxxx & Lxxx LLP may represent WinVest, the Stockholder RepresentativeSurviving Company, both in connection with Xtribe PLC, the negotiation, preparation, execution Xtribe Subsidiaries and delivery of this Agreement and the Escrow Agreement and the consummation of the Merger and in connection with other matters. There may come a time, including after consummation of the Merger, when the interests of the Onex Group and the Company or any of its Subsidiaries may no longer be aligned their respective directors, managers, members, partners, officers, employees or whenaffiliates, for any reasonin each case, the Onex Group, Xxxxx Xxxxx or the Company or any of its Subsidiaries believes that Xxxxx Xxxxx can or should no longer represent both the Onex Group and the Company or any of its Subsidiaries. The parties understand and specifically agree that Fried Xxxxx xxx withdraw from representing the Company and its Subsidiaries and continue to represent the Onex Group (or any other holder of Shares), even if the interests of the Onex Group (or such other holder of Shares), and the interests of the Company or any of its Subsidiaries are or may be adverse, including in connection with any dispute Action or obligation arising out of or relating to this Agreement Agreement, notwithstanding its representation (or any continued representation) of the documents Company Signatories or transactions contemplated herebytheir subsidiaries or other WinVest Waiving Parties, and even though Fried Xxxxx xxx have represented each of WinVest and the Surviving Company on behalf of itself and its Subsidiaries in a matter substantially related to such disputethe WinVest Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, and Parent, Merger Sub breach of duty or any other objection arising therefrom or relating thereto. WinVest and the Company hereby consent thereto and waive Signatories acknowledge that the foregoing provision applies whether or not Loeb & Loeb LLP provides legal services to any conflict of interest arising therefromWinVest, the Surviving Company or its subsidiaries after the Closing Date. (b) Each The Company Signatories hereby agree on behalf of the parties further agrees thatthemselves, as to their respective directors, managers, members, partners, officers, employees and affiliates, and each of their respective successors and assigns (all communications on or prior to the Closing Date among Xxxxx Xxxxxsuch parties, the “Company Waiving Parties”), that Hxxxxx and Bxxxx, LLP may represent Surviving Company, any of its Subsidiaries and the Onex Group (or any other holder of Shares)Xtribe Subsidiaries, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Onex Group and shall not pass to or be claimed by the Company Sponsor or any of its Affiliates. In additiontheir directors, if the Merger is consummatedmembers, (i) the Company and its Subsidiaries shall have no right of access to partners, officers, employees or control over any of Fried Frank’s records related to the Merger or the other transactions contemplated hereby, which shall become the property of (and be controlled by) the Onex Group and (ii) it would be impracticable to remove from the records (including emails and other electronic files) of the Company and its Subsidiaries any privileged communications with Xxxxx Xxxxx. Accordingly, the Company and its Subsidiaries, Parent and Merger Sub agree not to rely upon such privileged communications that may remain in the records of the Company or its Subsidiaries, and the parties agree that no attorney-client privilege, attorney work product or other privilege or protection is waived or intended to be waived by allowing such material to remain in the files of the Company or its Subsidiaries. Furthermoreaffiliates, in the event of a dispute between the Onex Group and the Company each case, in connection with any Action or any of its Subsidiaries obligation arising out of or relating to this Agreement, notwithstanding its representation (or any matter in which Xxxxx Xxxxx acted for them bothcontinued representation) of WinVest or other Company Waiving Parties, none and the Company Signatories on behalf of themselves and the attorney-client privilegeCompany Waiving Parties hereby consent thereto and irrevocably waive (and will not assert) any conflict of interest, the expectation breach of client confidence duty or any other rights objection arising therefrom or relating thereto. The Company Signatories acknowledge that the foregoing provision applies whether or not Hxxxxx and Bxxxx, LLP provides legal services to any evidentiary privilege will protect from disclosure to WinVest or Sponsor after the Onex Group any information or documents developed or shared during the course of Fried Frank’s joint representation of the Onex Group and the Company and its SubsidiariesClosing Date.

Legal Representation. Buyer, Merger Sub and Holdings hereby agree, on their own behalf and on behalf of their directors, managers, stockholders, members, partners, officers, employees and Affiliates, and each of their successors and assigns (aall such parties, the “Waiving Parties”), that (i) Each Winston, Xxxxx or Xxxxxxx may represent the Shareholder Representative, the Holders, and each of the parties to this Agreement acknowledges that Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP (“Xxxxx Xxxxx”) currently serves as counsel to both (a) the Company and its Subsidiaries and (b) Onex Corporation and its their respective Affiliates (individually and collectively, the “Onex Shareholder Group”), including Trilliant Gaming Nevada Inc. in its capacity as on the Stockholder Representativeone hand, both and Holdings and the Company, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement and Agreement, the Escrow Agreement other agreements contemplated hereby and the consummation of the Merger transactions contemplated hereby and in connection with other matters. There may come a time, including after consummation of the Merger, when the interests of the Onex Group and the Company or any of its Subsidiaries may no longer be aligned or when, for any reasonthereby (such representation, the Onex Group, Xxxxx Xxxxx or the Company or any of its Subsidiaries believes that Xxxxx Xxxxx can or should no longer represent both the Onex Group and the Company or any of its Subsidiaries. The parties understand and specifically agree that Fried Xxxxx xxx withdraw from representing the Company and its Subsidiaries and continue to represent the Onex Group (or any other holder of Shares), even if the interests of the Onex Group (or such other holder of Shares“Current Representation”), and (ii) Winston, Xxxxx or Xxxxxxx (in each case, or any successor) may represent the interests Shareholder Group or any member of the Company or any of its Subsidiaries are or may be adverseShareholder Group, including in each case in connection with any dispute dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement (any such representation, the “Post-Closing Representation”) notwithstanding such representation (or any continued representation) of Holdings, and/or the documents or transactions contemplated herebyCompany, and even though Fried Xxxxx xxx have represented the Company and its Subsidiaries in a matter substantially related to such dispute, and Parenteach of Buyer, Merger Sub and the Company Shareholder Representative on behalf of itself and the Waiving Parties hereby consent consents thereto and waive irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom. (b) therefrom or relating thereto. Buyer, Merger Sub and Holdings acknowledge that the foregoing provision applies whether or not Winston, Xxxxx or Xxxxxxx provides legal services to Holdings or the Company after the Closing Date. Each of Buyer, Merger Sub and Holdings, for itself and the parties further Waiving Parties, hereby irrevocably acknowledges and agrees that, as to that all communications on between the Shareholder Group and their counsel, including Winston, Xxxxx or prior to Xxxxxxx made in connection with the Closing Date among Xxxxx Xxxxxnegotiation, the Companypreparation, any of its Subsidiaries execution, delivery and the Onex Group (performance under, or any other holder of Shares), the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Onex Group and shall not pass to dispute or be claimed by the Company or any of its Affiliates. In addition, if the Merger is consummated, (i) the Company and its Subsidiaries shall have no right of access to or control over any of Fried Frank’s records related to the Merger or the other transactions contemplated hereby, which shall become the property of (and be controlled by) the Onex Group and (ii) it would be impracticable to remove from the records (including emails and other electronic files) of the Company and its Subsidiaries any privileged communications with Xxxxx Xxxxx. Accordingly, the Company and its Subsidiaries, Parent and Merger Sub agree not to rely upon such privileged communications that may remain in the records of the Company or its Subsidiaries, and the parties agree that no attorney-client privilege, attorney work product or other privilege or protection is waived or intended to be waived by allowing such material to remain in the files of the Company or its Subsidiaries. Furthermore, in the event of a dispute between the Onex Group and the Company or any of its Subsidiaries proceeding arising out of or relating to, this Agreement, any Ancillary Agreement or the Contemplated Transactions, or any matter relating to any matter in which Xxxxx Xxxxx acted for them both, none of the foregoing, are privileged communications between the Shareholder Group and such counsel and neither Buyer, Merger Sub, Holdings, nor any Person purporting to act on behalf of or through Buyer, Merger Sub, Holdings or any of the Waiving Parties, will seek to obtain the same by any process. From and after the Effective Time, each of Buyer, Merger Sub, and Holdings, on behalf of itself and the Waiving Parties, waives and will not assert any attorney-client privilegeprivilege with respect to any communication between Winston, Xxxxx or Xxxxxxx, on the one hand, and Holdings, the expectation of client confidence Company, or any Person in the Shareholder Group, on the other rights to any evidentiary privilege will protect from disclosure to the Onex Group any information or documents developed or shared hand, occurring during the course of Fried Frank’s joint representation of the Onex Group and the Company and its SubsidiariesCurrent Representation in connection with any Post-Closing Representation.

Legal Representation. (a) Each SPAC Party and the Company hereby agree for itself and on behalf of its shareholders, stockholders, members, owners, partners, Representatives and Affiliates (including, after the parties to this Agreement acknowledges Closing, SPAC and the Group Companies), and each of their respective successors and assigns (all such parties, the “Waiving Parties”), that Fried, Frank, Harris, Xxxxxxx Xxxxx Xxxx & Xxxxxxxx LLP (“Xxxxx Xxxxx”or any of its successors) currently serves as counsel may represent the SPAC Sponsor or any of their respective shareholders, stockholders, members, owners, partners, Representatives and Affiliates, in each case, in connection with any Legal Proceeding or obligation substantially related to both (a) this Agreement, any Transaction Agreement or the Transactions, and each SPAC Party and the Company on behalf of itself and its Subsidiaries the other Waiving Parties hereby consents thereto and irrevocably waives (band will not assert) Onex Corporation any conflict of interest, breach of duty or any other objection arising therefrom or relating thereto. Each SPAC Party and its Affiliates (the “Onex Group”)Company, for itself and the other Waiving Parties, acknowledges that the foregoing provision applies whether or not Xxxxx Xxxx & Xxxxxxxx LLP provides legal services to SPAC or either SPAC Sponsor after the Closing Date. Each SPAC Party and the Company, for itself and the other Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between SPAC or either SPAC Sponsor and their respective counsel, including Trilliant Gaming Nevada Inc. in its capacity as the Stockholder RepresentativeXxxxx Xxxx & Xxxxxxxx LLP, both made in connection with the negotiation, preparation, execution execution, delivery and delivery of performance under, or any dispute or Legal Proceeding substantially relating to, this Agreement and Agreement, any Transaction Agreements or the Escrow Agreement and the consummation Transactions, or any matter relating to any of the Merger foregoing, do not pass to the Company, New PubCo, the Newco Surviving Sub, the Initial SPAC Surviving Sub or the Subsequent SPAC Surviving Sub notwithstanding the Mergers, and in connection instead survive, remain with other mattersand are controlled by the SPAC Sponsor (the “SPAC Sponsor Privileged Communications”), without any waiver thereof. There Each SPAC Party, the Company and SPAC, together with any of its respective Affiliates, Subsidiaries, successors or assigns, agree that none of New PubCo, the Company, the Newco Surviving Sub, the Initial SPAC Surviving Sub or the Subsequent SPAC Surviving Sub may come a time, including after consummation use or rely on any of the MergerSPAC Sponsor Privileged Communications, when whether located in the interests records or email server of a Group Company or otherwise (including in the knowledge of the Onex officers and employees of a Group Company), in any Legal Proceeding against or involving any of the Parties after the Closing, and each such Person agrees not to assert that any privilege has been waived as to the SPAC Sponsor Privileged Communications. (b) Each SPAC Party and the Company hereby agree for itself and on behalf of the other Waiving Parties that Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (or any of its Subsidiaries successors) may no longer be aligned or when, for any reason, the Onex Group, Xxxxx Xxxxx or the Company or any of its Subsidiaries believes that Xxxxx Xxxxx can or should no longer represent both the Onex Group and the Company or any of its Subsidiaries. The parties understand and specifically agree that Fried Xxxxx xxx withdraw from representing the Company and its Subsidiaries and continue to represent the Onex Group (shareholders or any holders of other holder of Shares), even if the interests of the Onex Group (or such other holder of Shares), and the equity interests of the Company or any of its Subsidiaries are or may be adversetheir respective shareholders, including stockholders, members, owners, partners, Representatives and Affiliates (other than the Company and Newco after the Closing) (the “Semantix Group”), in each case, in connection with any dispute Legal Proceeding or obligation substantially related to this Agreement, any Transaction Agreement or the Transactions, and each SPAC Party and the Company on behalf of itself and the other Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising out of therefrom or relating thereto. Each SPAC Party and the Company, for itself and the other Waiving Parties, acknowledges that the foregoing provision applies whether or not Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP provides legal services to the Semantix Group after the Closing Date. Each SPAC Party and the Company, for itself and the other Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Semantix Group and their respective counsel, including Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Legal Proceeding substantially relating to, this Agreement Agreement, any Transaction Agreements or the Transactions, or any matter relating to any of the documents foregoing, do not pass to the Company, New PubCo, the Newco Surviving Sub, the Initial SPAC Surviving Sub or transactions contemplated herebythe Subsequent SPAC Surviving Sub notwithstanding the Mergers, and even though Fried Xxxxx xxx have represented instead survive, remain with and are controlled by the Semantix Group (the “Semantix Group Privileged Communications”), without any waiver thereof. Each SPAC Party, the Company and SPAC, together with any of its Subsidiaries in a matter substantially related to such disputerespective Affiliates, and ParentSubsidiaries, Merger Sub and the Company hereby consent thereto and waive any conflict successors or assigns, agree that none of interest arising therefrom. (b) Each of the parties further agrees that, as to all communications on or prior to the Closing Date among Xxxxx XxxxxNew PubCo, the Company, the Newco Surviving Sub, the Initial SPAC Surviving Sub or the Subsequent SPAC Surviving Sub may use or rely on any of its Subsidiaries and the Onex Semantix Group (or any other holder of Shares)Privileged Communications, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Onex Group and shall not pass to or be claimed by the Company or any of its Affiliates. In addition, if the Merger is consummated, (i) the Company and its Subsidiaries shall have no right of access to or control over any of Fried Frank’s records related to the Merger or the other transactions contemplated hereby, which shall become the property of (and be controlled by) the Onex Group and (ii) it would be impracticable to remove from the records (including emails and other electronic files) of the Company and its Subsidiaries any privileged communications with Xxxxx Xxxxx. Accordingly, the Company and its Subsidiaries, Parent and Merger Sub agree not to rely upon such privileged communications that may remain whether located in the records or email server of a Group Company or otherwise (including in the knowledge of the Company officers and employees of a Group Company), in any Legal Proceeding against or its Subsidiariesinvolving any of the Parties after the Closing, and the parties agree each such Person agrees not to assert that no attorney-client privilege, attorney work product or other any privilege or protection is has been waived or intended to be waived by allowing such material to remain in the files of the Company or its Subsidiaries. Furthermore, in the event of a dispute between the Onex Group and the Company or any of its Subsidiaries arising out of or relating to any matter in which Xxxxx Xxxxx acted for them both, none of the attorney-client privilege, the expectation of client confidence or any other rights to any evidentiary privilege will protect from disclosure as to the Onex Semantix Group any information or documents developed or shared during the course of Fried Frank’s joint representation of the Onex Group and the Company and its SubsidiariesPrivileged Communications.

Legal Representation. (a) Each Acquiror and the Company, on behalf of their respective successors and assigns (including, after the parties Closing, the Surviving Company), hereby agree that, in the event a dispute with respect to this Agreement acknowledges that Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP or the transactions contemplated hereby arises after the Closing between or among (“Xxxxx Xxxxx”i) currently serves as counsel to both (a) the stockholders or holders of other equity interests of the Company and its Subsidiaries and any of their respective directors, members, partners, officers, employees or affiliates (bother than the Surviving Company) Onex Corporation and its Affiliates (collectively, the “Onex Company Group”), including Trilliant Gaming Nevada Inc. in its capacity as on the Stockholder Representativeone hand, both in connection with and (y) the negotiation, preparation, execution and delivery of this Agreement and the Escrow Agreement and the consummation Surviving Company or any member of the Merger and in connection with Company Group, on the other matters. There may come a timehand, any legal counsel, including after consummation Xxxxxx LLP (“Cooley”), that represented the Company prior to the Closing may represent any member of the Merger, when Company Group in such dispute even though the interests of the Onex Group and the Company or any of its Subsidiaries may no longer be aligned or when, for any reason, the Onex Group, Xxxxx Xxxxx or the Company or any of its Subsidiaries believes that Xxxxx Xxxxx can or should no longer represent both the Onex Group and the Company or any of its Subsidiaries. The parties understand and specifically agree that Fried Xxxxx xxx withdraw from representing the Company and its Subsidiaries and continue to represent the Onex Group (or any other holder of Shares), even if the interests of the Onex Group (or such other holder of Shares), and the interests of the Company or any of its Subsidiaries are or persons may be adverse, including in connection with any dispute arising out of or relating directly adverse to this Agreement or any of the documents or transactions contemplated herebySurviving Company, and even though Fried Xxxxx xxx such counsel may have represented the Company and its Subsidiaries in a matter substantially related to such dispute, and Parent, Merger Sub or may be handling ongoing matters for the Surviving Company. Acquiror and the Company hereby consent thereto Company, on behalf of their respective successors and waive any conflict of interest arising therefrom. assigns (bincluding, after the Closing, the Surviving Company) Each of the parties further agrees agree that, as to all legally privileged communications on or prior to the Closing Date among Xxxxx Xxxxxmade in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, Sponsor Agreement, Sponsor Support Agreement, Confidentiality Agreement, the Company, any of its Subsidiaries Lock-Up Agreements and the Onex Group (Registration Rights Agreement or the transactions contemplated hereby or thereby between or among the Company or any member of the Company Group, on the one hand, and Cooley, on the other holder of Shares)hand, the attorney-/client privilege, privilege and the expectation of client confidence shall survive the Merger and all other rights to any evidentiary privilege belong to the Onex Company Group after the Closing, and shall not pass to or be claimed or controlled by the Company Surviving Company. (b) Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Company), hereby agree that, in the event a dispute with respect to this Agreement or any of its Affiliates. In addition, if the Merger is consummated, transactions contemplated hereby arises after the Closing between or among (i) the Company and its Subsidiaries shall have no right Sponsor, the stockholders or holders of access to other equity interests of Acquiror or control over the Sponsor or any of Fried Frank’s records related to their respective directors, members, partners, officers, employees or affiliates (other than the Merger or Surviving Company) (collectively, the other transactions contemplated hereby“Acquiror Group”), which shall become on the property of (and be controlled by) the Onex Group one hand, and (ii) it would be impracticable to remove from the records (including emails and other electronic files) Surviving Company or any member of the Company Group, on the other hand, any legal counsel, including Xxxx Xxxxxxxx LLP (“Xxxx Xxxxxxxx”), that represented Acquiror or the Sponsor prior to the Closing may represent the Sponsor or any other member of the Acquiror Group, in such dispute even though the interests of such persons may be directly adverse to Acquiror, the Surviving Company, and its Subsidiaries any 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 Surviving Company or the Sponsor. Acquiror and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Company), further agree that, as to all legally privileged communications prior to the Closing made in connection with Xxxxx Xxxxx. Accordinglythe negotiation, the Company preparation, execution, delivery and its Subsidiariesperformance under, Parent and Merger Sub agree not to rely upon such privileged communications that may remain in the records of the Company or its Subsidiaries, and the parties agree that no attorney-client privilege, attorney work product or other privilege or protection is waived or intended to be waived by allowing such material to remain in the files of the Company or its Subsidiaries. Furthermore, in the event of a dispute between the Onex Group and the Company or any of its Subsidiaries dispute or Action arising out of or relating to to, this Agreement, Sponsor Agreement, Sponsor Support Agreement, Confidentiality Agreement, the Lock-Up Agreements and the Registration Rights Agreement or the transactions contemplated hereby or thereby between or among Acquiror, the Sponsor or any matter in which Xxxxx Xxxxx acted for them both, none other member of the Acquiror Group, on the one hand, and Xxxx Xxxxxxxx, on the other hand, the attorney-/client privilege, privilege and the expectation of client confidence or any other rights to any evidentiary privilege will protect from disclosure shall survive the Merger and belong to the Onex Acquiror Group any information after the Closing, and shall not pass to or documents developed be claimed or shared during controlled by Acquiror or, following the course of Fried Frank’s joint representation of Closing, the Onex Group and the Company and its SubsidiariesSurviving Company.

Legal Representation. (a) Each Acquiror hereby agrees on behalf of its directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the parties to this Agreement acknowledges Closing, the Surviving Corporation) (all such parties, the “Gxxxxxx Waiving Parties”), that Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx Gxxxxxx Procter LLP (“Xxxxx XxxxxGxxxxxx”) currently serves as counsel may represent the stockholders or holders of other equity interests of the Company or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “Gxxxxxx XX Group”), in each case, solely in connection with any Action or obligation arising out of or relating to both (a) this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby, notwithstanding its prior representation of the Company and its Subsidiaries or other Gxxxxxx Waiving Parties, and each of Acquiror and the Company on behalf of itself and the Gxxxxxx Waiving Parties hereby consents thereto and irrevocably waives (band will not assert) Onex Corporation any conflict of interest, breach of duty or any other objection arising from or relating to Gxxxxxx’x prior representation of the Company, its Subsidiaries or of Gxxxxxx Waiving Parties. Acquiror and the Company, for itself and the Gxxxxxx Waiving Parties, hereby further irrevocably acknowledge and agree that all privileged communications, written or oral, between the Company and its Affiliates (Subsidiaries or any member of the “Onex Group”)Gxxxxxx XX Group and Gxxxxxx, including Trilliant Gaming Nevada Inc. in its capacity as the Stockholder Representative, both made in connection with the negotiation, preparation, execution execution, delivery and delivery performance under, or any dispute or Action arising out of or relating to, this Agreement Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Surviving Corporation notwithstanding the Merger, and instead survive, remain with and are controlled by the Gxxxxxx XX Group (the “Gxxxxxx Privileged Communications”), without any waiver thereof. Acquiror and the Escrow Agreement Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Gxxxxxx Privileged Communications, whether located in the records or email server of the Surviving Corporation and its Subsidiaries, in any Action against or involving any of the parties after the Closing, and Acquiror and the consummation of Company agree not to assert that any privilege has been waived as to the Merger and in connection with other matters. There may come a timeGxxxxxx Privileged Communications, including after consummation by virtue of the Merger. (b) Each of Acquiror and the Company hereby agrees on behalf of its directors, when members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the Closing, the Surviving Corporation) (all such parties, the “Cadwalader Waiving Parties”), that Cadwalader, Wxxxxxxxxx & Txxx LLP (“Cadwalader”) may represent the stockholders or holders of other equity interests of the Onex Group and the Company Sponsor or of Acquiror or any of its Subsidiaries may no longer be aligned their respective directors, members, partners, officers, employees or when, for any reasonAffiliates (other than the Surviving Corporation) (collectively, the Onex “Cxxxxxxxxx XX Group, Xxxxx Xxxxx or the Company or any of its Subsidiaries believes that Xxxxx Xxxxx can or should no longer represent both the Onex Group and the Company or any of its Subsidiaries. The parties understand and specifically agree that Fried Xxxxx xxx withdraw from representing the Company and its Subsidiaries and continue to represent the Onex Group (or any other holder of Shares”), even if the interests of the Onex Group (or such other holder of Shares)in each case, and the interests of the Company or any of its Subsidiaries are or may be adverse, including solely in connection with any dispute Action or obligation arising out of or relating to this Agreement, any Ancillary Agreement or any the transactions contemplated hereby or thereby, notwithstanding its prior representation of the documents or transactions contemplated herebySponsor, and even though Fried Xxxxx xxx have represented the Company and its Subsidiaries in a matter substantially related to such dispute, and Parent, Merger Sub and the Company hereby consent thereto and waive any conflict of interest arising therefrom. (b) Each of the parties further agrees that, as to all communications on or prior to the Closing Date among Xxxxx Xxxxx, the Company, any of its Subsidiaries and the Onex Group (or any other holder of Shares), the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Onex Group and shall not pass to or be claimed by the Company or any of its Affiliates. In addition, if the Merger is consummated, (i) the Company and its Subsidiaries shall have no right of access to or control over any of Fried Frank’s records related to the Merger or the other transactions contemplated hereby, which shall become the property of (and be controlled by) the Onex Group and (ii) it would be impracticable to remove from the records (including emails and other electronic files) of the Company and its Subsidiaries any privileged communications with Xxxxx Xxxxx. Accordingly, the Company Acquiror and its Subsidiaries, Parent or other Cadwalader Waiving Parties. Each of Acquiror and Merger Sub agree the Company, on behalf of itself and the Cadwalader Waiving Parties, hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to rely upon such privileged communications that may remain in the records Cadwalader’s prior representation of the Company Sponsor, Acquiror and its Subsidiaries, or other Cadwalader Waiving Parties. Each of Acquiror and the Company, for itself and the Cadwalader Waiving Parties, hereby further irrevocably acknowledge and agree that all privileged communications, written or oral, between the Sponsor, Acquiror, or its Subsidiaries, and the parties agree that no attorney-client privilege, attorney work product or any other privilege or protection is waived or intended to be waived by allowing such material to remain in the files member of the Company or its Subsidiaries. FurthermoreCxxxxxxxxx XX Group, on the one hand, and Cadwalader, on the other hand, made prior to the Closing, in connection with the event of a dispute between the Onex Group negotiation, preparation, execution, delivery and the Company performance under, or any of its Subsidiaries dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby, or any matter relating to any matter in which Xxxxx Xxxxx acted for them both, none of the attorney-client privilegeforegoing, the expectation of client confidence or any other rights to any evidentiary privilege will protect from disclosure are privileged communications that do not pass to the Onex Surviving Corporation notwithstanding the Merger, and instead survive, remain with and are controlled by the Cxxxxxxxxx XX Group (the “Cadwalader Privileged Communications”), without any information waiver thereof. Acquiror and the Company, together with any of their respective Affiliates, Subsidiaries, successors or documents developed assigns, agree that no Person may use or shared during the course of Fried Frank’s joint representation rely on any of the Onex Group Cadwalader Privileged Communications, whether located in the records or email server of the Surviving Corporation and its Subsidiaries, in any Action against or involving any of the parties after the Closing, and Acquiror and the Company and its Subsidiariesagree not to assert that any privilege has been waived as to the Cadwalader Privileged Communications, by virtue of the Merger.

Legal Representation. (a) Each GAMC hereby agrees on behalf of its directors, members, partners, officers, employees and affiliates (including after the parties to this Agreement acknowledges that FriedClosing, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP (“Xxxxx Xxxxx”) currently serves as counsel to both (a) the Company and its Subsidiaries subsidiaries), and each of their respective successors and assigns (b) Onex Corporation and its Affiliates (all such parties, the “Onex GroupGAMC Waiving Parties”), including Trilliant Gaming Nevada Inc. in its capacity as the Stockholder Representative, both in connection with the negotiation, preparation, execution and delivery of this Agreement and the Escrow Agreement and the consummation of the Merger and in connection with other matters. There that Xxxxxx & Xxxxxxx LLP may come a time, including after consummation of the Merger, when the interests of the Onex Group and represent the Company or any of its Subsidiaries may no longer be aligned or when, for any reason, the Onex Group, Xxxxx Xxxxx or the Company subsidiaries or any of its Subsidiaries believes that Xxxxx Xxxxx can their respective directors, managers, members, partners, officers, employees or should no longer represent both the Onex Group and the Company or any of its Subsidiaries. The parties understand and specifically agree that Fried Xxxxx xxx withdraw from representing the Company and its Subsidiaries and continue to represent the Onex Group (or any other holder of Shares)affiliates, even if the interests of the Onex Group (or such other holder of Shares)in each case, and the interests of the Company or any of its Subsidiaries are or may be adverse, including in connection with any dispute Action or obligation arising out of or relating to this Agreement Agreement, notwithstanding its representation (or any continued representation) of the documents Company or transactions contemplated herebyits subsidiaries or other GAMC Waiving Parties, and even though Fried Xxxxx xxx have represented each of GAMC and the Company on behalf of itself and the GAMC Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising therefrom or relating thereto. GAMC and the Company acknowledge that the foregoing provision applies whether or not Xxxxxx & Xxxxxxx LLP provides legal services to any of the Company and its Subsidiaries in a matter substantially related to such dispute, and Parent, Merger Sub and subsidiaries after the Company hereby consent thereto and waive any conflict of interest arising therefromClosing Date. (b) Each The Company hereby agrees on behalf of the parties further agrees thatits directors, as to managers, members, partners, officers, employees and affiliates, and each of their respective successors and assigns (all communications on or prior to the Closing Date among Xxxxx Xxxxxsuch parties, the Company, any of its Subsidiaries and the Onex Group (or any other holder of Shares“Company Waiving Parties”), the attorney-client privilegethat Xxxxxxxxx Xxxxxxx, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Onex Group and shall not pass to or be claimed by the Company LLP may represent Sponsor or any of its Affiliates. In additiontheir respective directors, if the Merger is consummatedmembers, (i) the Company and its Subsidiaries shall have no right of access to partners, officers, employees or control over any of Fried Frank’s records related to the Merger or the other transactions contemplated hereby, which shall become the property of (and be controlled by) the Onex Group and (ii) it would be impracticable to remove from the records (including emails and other electronic files) of the Company and its Subsidiaries any privileged communications with Xxxxx Xxxxx. Accordingly, the Company and its Subsidiaries, Parent and Merger Sub agree not to rely upon such privileged communications that may remain in the records of the Company or its Subsidiaries, and the parties agree that no attorney-client privilege, attorney work product or other privilege or protection is waived or intended to be waived by allowing such material to remain in the files of the Company or its Subsidiaries. Furthermoreaffiliates, in the event of a dispute between the Onex Group and the Company each case, in connection with any Action or any of its Subsidiaries obligation arising out of or relating to this Agreement, notwithstanding its representation (or any matter in which Xxxxx Xxxxx acted for them bothcontinued representation) of GAMC or other Company Waiving Parties, none and the Company on behalf of itself and the attorney-client privilegeCompany Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, the expectation breach of client confidence duty or any other rights objection arising therefrom or relating thereto. The Company acknowledges that the foregoing provision applies whether or not Xxxxxxxxx Xxxxxxx, LLP provides legal services to any evidentiary privilege will protect from disclosure to GAMC or Sponsor after the Onex Group any information or documents developed or shared during the course of Fried Frank’s joint representation of the Onex Group and the Company and its SubsidiariesClosing Date.

Legal Representation. (a) Each The Buyer hereby agrees, on behalf of the parties to this Agreement acknowledges that Frieditself, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP (“Xxxxx Xxxxx”) currently serves as counsel to both (a) the Company its Affiliates and its Subsidiaries and their respective directors, members, partners, officers and employees (b) Onex Corporation including, following the Closing, the Transferred Entities), and its Affiliates their respective successors and assigns (all such parties, the “Onex GroupWaiving Parties”), including Trilliant Gaming Nevada Inc. in its capacity as the Stockholder Representativethat Xxxx, both in connection with the negotiation, preparation, execution and delivery of this Agreement and the Escrow Agreement and the consummation Gotshal & Xxxxxx LLP (or any successor) (“Weil”) may represent any or all of the Merger and in connection with other matters. There may come a time, including after consummation of the Merger, when the interests of the Onex Group and the Company Selling Parties or any of its Subsidiaries may no longer be aligned their respective directors, members, partners, officers, employees or when, for any reasonAffiliates (collectively, the Onex “Seller Group, Xxxxx Xxxxx or the Company or any of its Subsidiaries believes that Xxxxx Xxxxx can or should no longer represent both the Onex Group and the Company or any of its Subsidiaries. The parties understand and specifically agree that Fried Xxxxx xxx withdraw from representing the Company and its Subsidiaries and continue to represent the Onex Group (or any other holder of Shares), even if the interests of the Onex Group (or such other holder of Shares), and the interests of the Company or any of its Subsidiaries are or may be adverse, including ”) in connection with any dispute dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement or any other Transaction Agreements or the transactions contemplated hereby or thereby adverse to the Waiving Parties or any other Person, notwithstanding its representation (or any continued representation) of the documents or transactions contemplated herebyTransferred Entities. The Buyer, and even though Fried Xxxxx xxx have represented the Company and its Subsidiaries in a matter substantially related to such dispute, and Parent, Merger Sub on behalf of itself and the Company Waiving Parties, hereby consent consents thereto and waive irrevocably waives (and will not assert) any conflict of interest interest, breach of duty or any other objection arising therefromtherefrom or relating thereto. (b) Each The Buyer, on behalf of its itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications, written or oral, between any of the parties further agrees that, as to all communications on or prior to the Closing Date among Xxxxx Xxxxx, the Company, any of its Subsidiaries and the Onex Group (Transferred Entities or any other holder of Shares), Person in the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Onex Seller Group and shall not pass to or be claimed by its counsel, including Weil, made in connection with the Company negotiation, preparation, execution, delivery and performance under, or any of its Affiliates. In addition, if the Merger is consummated, (i) the Company and its Subsidiaries shall have no right of access to dispute or control over any of Fried Frank’s records related to the Merger or the other transactions contemplated hereby, which shall become the property of (and be controlled by) the Onex Group and (ii) it would be impracticable to remove from the records (including emails and other electronic files) of the Company and its Subsidiaries any privileged communications with Xxxxx Xxxxx. Accordingly, the Company and its Subsidiaries, Parent and Merger Sub agree not to rely upon such privileged communications that may remain in the records of the Company or its Subsidiaries, and the parties agree that no attorney-client privilege, attorney work product or other privilege or protection is waived or intended to be waived by allowing such material to remain in the files of the Company or its Subsidiaries. Furthermore, in the event of a dispute between the Onex Group and the Company or any of its Subsidiaries Action arising out of or relating to any matter in which Xxxxx Xxxxx acted for them bothto, none of the attorney-client privilege, the expectation of client confidence this Agreement or any other rights Transaction Agreements or the transactions contemplated hereby or thereby, or any matter relating to any evidentiary privilege will protect from disclosure of the foregoing, are privileged communications that do not pass to the Onex Group Buyer or any information Transferred Entity (or documents developed or shared during if held by a Transferred Entity at Closing shall be deemed to have been transferred and assigned to the course of Fried Frank’s joint representation Seller) notwithstanding purchase and sale of the Onex Group Transferred Entities or the Transferred Assets, and instead survive, remain with and are controlled by the Seller (the “Privileged Communications”), without any waiver thereof. (c) The Buyer, on behalf of itself and the Company Waiving Parties, hereby further agrees (i) that no Person may use or rely on any of the Privileged Communications, whether located in the records or email server of a Transferred Entity or otherwise (including in the knowledge of the officers and its Subsidiaries.employees), in any dispute or other Action against or involving any of the parties after the Closing, (ii) not to assert that any privilege has been waived as to the Privileged Communications, whether located in the records or email server of a Transferred Entity or otherwise (including in the knowledge of the officers and employees) and (iii) not to take any action that would result in any subsequent waiver of the privilege respecting the Privileged Communications

Legal Representation. (a) Each Parent hereby agrees on behalf of its directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the Closing, the Surviving Corporation) (all such parties, the “WSGR Waiving Parties”), that Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx (“WSGR”) may represent the stockholders or holders of other equity interests of the parties Company or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “WSGR WP Group”), in each case, solely in connection with any Action or obligation arising out of or relating to this Agreement, any Ancillary Agreement acknowledges that Friedor the transactions contemplated hereby or thereby, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP (“Xxxxx Xxxxx”) currently serves as counsel to both (a) notwithstanding its prior representation of the Company and its Subsidiaries or other WSGR Waiving Parties, and each of Parent and the Company on behalf of itself and the WSGR Waiving Parties hereby consents thereto and irrevocably waives (band will not assert) Onex Corporation any conflict of interest, breach of duty or any other objection arising from or relating to WSGR’s prior representation of the Company, its Subsidiaries or of WSGR Waiving Parties. Parent and the Company, for itself and the WSGR Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Affiliates (Subsidiaries or any member of the “Onex Group”)WSGR WP Group and WSGR, including Trilliant Gaming Nevada Inc. in its capacity as the Stockholder Representative, both made in connection with the negotiation, preparation, execution execution, delivery and delivery performance under, or any dispute or Action arising out of or relating to, this Agreement Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Surviving Corporation notwithstanding the Merger, and instead survive, remain with and are controlled by the WSGR WP Group (the “WSGR Privileged Communications”), without any waiver thereof. Parent and the Escrow Agreement Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the WSGR Privileged Communications, whether located in the records or email server of the Surviving Corporation and its Subsidiaries, in any Action against or involving any of the parties after the Closing, and Parent and the consummation of Company agree not to assert that any privilege has been waived as to the Merger and in connection with other matters. There may come a timeWSGR Privileged Communications, including after consummation by virtue of the Merger. (b) Each of Parent and the Company hereby agrees on behalf of its directors, when members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the Closing, the Surviving Corporation) (all such parties, the “STB Waiving Parties”), that Xxxxxxx Xxxxxxx & Xxxxxxxx LLP (“STB”) may represent the stockholders or holders of other equity interests of the Onex Group and the Company Sponsor or of Parent or any of its Subsidiaries may no longer be aligned their respective directors, members, partners, officers, employees or when, for any reasonAffiliates (other than the Surviving Corporation) (collectively, the Onex “STB WP Group, Xxxxx Xxxxx or the Company or any of its Subsidiaries believes that Xxxxx Xxxxx can or should no longer represent both the Onex Group and the Company or any of its Subsidiaries. The parties understand and specifically agree that Fried Xxxxx xxx withdraw from representing the Company and its Subsidiaries and continue to represent the Onex Group (or any other holder of Shares”), even if the interests of the Onex Group (or such other holder of Shares)in each case, and the interests of the Company or any of its Subsidiaries are or may be adverse, including solely in connection with any dispute Action or obligation arising out of or relating to this Agreement, any Ancillary Agreement or any the transactions contemplated hereby or thereby, notwithstanding its prior representation of the documents or transactions contemplated herebySponsor, and even though Fried Xxxxx xxx have represented the Company and its Subsidiaries in a matter substantially related to such dispute, and Parent, Merger Sub and the Company hereby consent thereto and waive any conflict of interest arising therefrom. (b) Each of the parties further agrees that, as to all communications on or prior to the Closing Date among Xxxxx Xxxxx, the Company, any of its Subsidiaries and the Onex Group (or any other holder of Shares), the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Onex Group and shall not pass to or be claimed by the Company or any of its Affiliates. In addition, if the Merger is consummated, (i) the Company and its Subsidiaries shall have no right of access to or control over any of Fried Frank’s records related to the Merger or the other transactions contemplated hereby, which shall become the property of (and be controlled by) the Onex Group and (ii) it would be impracticable to remove from the records (including emails and other electronic files) of the Company and its Subsidiaries any privileged communications with Xxxxx Xxxxx. Accordingly, the Company Parent and its Subsidiaries, or other STB Waiving Parties. Each of Parent and Merger Sub agree the Company, on behalf of itself and the STB Waiving Parties, hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to rely upon such privileged communications that may remain in the records STB’s prior representation of the Company Sponsor, Parent and its Subsidiaries, or other STB Waiving Parties. Each of Parent and the Company, for itself and the STB Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Sponsor, Parent, or its Subsidiaries, and the parties agree that no attorney-client privilege, attorney work product or any other privilege or protection is waived or intended to be waived by allowing such material to remain in the files member of the Company or its Subsidiaries. FurthermoreSTB WP Group, on the one hand, and STB, on the other hand, made prior to the Closing, in connection with the event of a dispute between the Onex Group negotiation, preparation, execution, delivery and the Company performance under, or any of its Subsidiaries dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby, or any matter relating to any matter in which Xxxxx Xxxxx acted for them both, none of the attorney-client privilegeforegoing, the expectation of client confidence or any other rights to any evidentiary privilege will protect from disclosure are privileged communications that do not pass to the Onex Surviving Corporation notwithstanding the Merger, and instead survive, remain with and are controlled by the STB WP Group (the “STB Privileged Communications”), without any information waiver thereof. Parent and the Company, together with any of their respective Affiliates, Subsidiaries, successors or documents developed assigns, agree that no Person may use or shared during the course of Fried Frank’s joint representation rely on any of the Onex Group STB Privileged Communications, whether located in the records or email server of the Surviving Corporation and its Subsidiaries, in any Action against or involving any of the parties after the Closing, and Parent and the Company and its Subsidiariesagree not to assert that any privilege has been waived as to the STB Privileged Communications, by virtue of the Merger.

Legal Representation. (a) Each of HCM and the parties to this Agreement acknowledges Murano Parties hereby agrees on behalf of their directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the Closing, the Surviving Company) (all such parties, the “K&S Waiving Parties”), that Fried, Frank, Harris, Xxxxxxx King & Xxxxxxxx Spalding LLP (“Xxxxx XxxxxK&S”), Galicia Abogados, S.C or Ogier (Jersey) currently serves as counsel LLP may represent the stockholders or holders of other equity interests of the Company or any of their respective directors, members, partners, officers, employees or Affiliates (other than HCM or its Subsidiaries) (collectively, the “K&S WP Group”), in each case, solely in connection with any Action or obligation arising out of or relating to both (a) this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby, notwithstanding its prior representation of the Company and its Subsidiaries or other K&S Waiving Parties, and each of HCM and the Murano Parties on behalf of itself and the K&S Waiving Parties hereby consents thereto and irrevocably waives (band will not assert) Onex Corporation any conflict of interest, breach of duty or any other objection arising from or relating to K&S’s, Galicia Abogados, S.C’s and Ogier (Jersey) LLP’s prior representation of the Company, its Subsidiaries or of K&S Waiving Parties. HCM and the each of the Murano Parties, for itself and the K&S Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Affiliates Subsidiaries or any member of the K&S WP Group, on the one hand, and K&S, Galicia Abogados, S.C or Ogier (Jersey) LLP, on the “Onex Group”)other hand, including Trilliant Gaming Nevada Inc. in its capacity as made prior to the Stockholder RepresentativeClosing, both in connection with the negotiation, preparation, execution execution, delivery and delivery performance under, or any dispute or Action arising out of or relating to, this Agreement Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Surviving Company notwithstanding the Merger, and instead survive, remain with and are controlled by the K&S WP Group (the “K&S Privileged Communications”), without any waiver thereof. HCM and the Escrow Agreement and the consummation each of the Merger Murano Parties, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the K&S Privileged Communications, whether located in the records or email server of the Surviving Company and its Subsidiaries, in connection with other matters. There may come a timeany Action against or involving any of the parties after the Closing, including after consummation and HCM and each of the Murano Parties agree not to assert that any privilege has been waived as to the K&S Privileged Communications, by virtue of the Merger. (b) Each of HCM and the Company hereby agrees on behalf of its directors, when members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the Closing, the Surviving Company) (all such parties, the “Clifford Chance Waiving Parties”), that Xxxxxxxx Xxxxxx LLP and/or Clifford Chance US LLP (collectively “Clifford Chance”) or Xxxxx, Xxxxxx & Xxxxxx may represent the stockholders or holders of other equity interests of the Onex Group and the Company Sponsor or of HCM or any of its Subsidiaries may no longer be aligned their respective directors, members, partners, officers, employees or when, for any reasonAffiliates (collectively, the Onex “Xxxxxxxx Chance WP Group, Xxxxx Xxxxx or the Company or any of its Subsidiaries believes that Xxxxx Xxxxx can or should no longer represent both the Onex Group and the Company or any of its Subsidiaries. The parties understand and specifically agree that Fried Xxxxx xxx withdraw from representing the Company and its Subsidiaries and continue to represent the Onex Group (or any other holder of Shares”), even if the interests of the Onex Group (or such other holder of Shares)in each case, and the interests of the Company or any of its Subsidiaries are or may be adverse, including solely in connection with any dispute Action or obligation arising out of or relating to this Agreement, any Ancillary Agreement or any the transactions contemplated hereby or thereby, notwithstanding its prior representation of the documents or transactions contemplated herebySponsor, and even though Fried Xxxxx xxx have represented the Company and its Subsidiaries in a matter substantially related to such dispute, and Parent, Merger Sub and the Company hereby consent thereto and waive any conflict of interest arising therefrom. (b) Each of the parties further agrees that, as to all communications on or prior to the Closing Date among Xxxxx Xxxxx, the Company, any of its Subsidiaries and the Onex Group (or any other holder of Shares), the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Onex Group and shall not pass to or be claimed by the Company or any of its Affiliates. In addition, if the Merger is consummated, (i) the Company and its Subsidiaries shall have no right of access to or control over any of Fried Frank’s records related to the Merger or the other transactions contemplated hereby, which shall become the property of (and be controlled by) the Onex Group and (ii) it would be impracticable to remove from the records (including emails and other electronic files) of the Company and its Subsidiaries any privileged communications with Xxxxx Xxxxx. Accordingly, the Company HCM and its Subsidiaries, Parent or other Xxxxxxxx Chance Waiving Parties. Each of HCM and Merger Sub agree the Company, on behalf of itself and the Xxxxxxxx Chance Waiving Parties, hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to rely upon such privileged communications that may remain in the records Clifford Chance’s prior representation of the Company Sponsor, HCM and its Subsidiaries, or other Xxxxxxxx Chance Waiving Parties. Each of HCM and the Company, for itself and the Xxxxxxxx Chance Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Sponsor, HCM, or its Subsidiaries, and the parties agree that no attorney-client privilege, attorney work product or any other privilege or protection is waived or intended to be waived by allowing such material to remain in the files member of the Company Xxxxxxxx Chance WP Group, on the one hand, and Clifford Chance or its Subsidiaries. FurthermoreXxxxx, Xxxxxx & Xxxxxx, on the other hand, made prior to the Closing, in connection with the event of a dispute between the Onex Group negotiation, preparation, execution, delivery and the Company performance under, or any of its Subsidiaries dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby, or any matter relating to any matter in which Xxxxx Xxxxx acted for them both, none of the attorney-client privilegeforegoing, the expectation of client confidence or any other rights to any evidentiary privilege will protect from disclosure are privileged communications that do not pass to the Onex Surviving Company notwithstanding the Merger, and instead survive, remain with and are controlled by the Clifford Chance WP Group (the “Xxxxxxxx Chance Privileged Communications”), without any information waiver thereof. HCM and the Company, together with any of their respective Affiliates, Subsidiaries, successors or documents developed assigns, agree that no Person may use or shared during the course of Fried Frank’s joint representation rely on any of the Onex Group Xxxxxxxx Chance Privileged Communications, whether located in the records or email server of HCM and its Subsidiaries, in any Action against or involving any of the parties after the Closing, and HCM and the Company and its Subsidiariesagree not to assert that any privilege has been waived as to the Xxxxxxxx Chance Privileged Communications, by virtue of the Merger.

Legal Representation. (a) Each Acquiror hereby agrees on behalf of its directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the parties to this Agreement acknowledges Closing, the Surviving Entity) (all such parties, the “Xxxx Xxxxxxxx Waiving Parties”), that Fried, Frank, Harris, Xxxxxxx & Xxxx Xxxxxxxx LLP (“Xxxxx XxxxxXxxx Xxxxxxxx”) currently serves as counsel may represent the stockholders or holders of other equity interests of the Company or any of their respective directors, members, partners, officers, employees or Affiliates (other than Acquiror or its Subsidiaries) (collectively, the “Xxxx Xxxxxxxx WP Group”), in each case, solely in connection with any Action or obligation arising out of or relating to both (a) this Agreement, any other Transaction Agreement or the transactions contemplated hereby or thereby, notwithstanding its prior representation of the Company and its Subsidiaries or other Xxxx Xxxxxxxx Waiving Parties, and each of Acquiror and the Company on behalf of itself and the Xxxx Xxxxxxxx Waiving Parties hereby consents thereto and irrevocably waives (band will not assert) Onex Corporation any conflict of interest, breach of duty or any other objection arising from or relating to Xxxx Xxxxxxxx’ prior representation of the Company, its Subsidiaries or of Xxxx Xxxxxxxx Waiving Parties. Acquiror and the Company, for itself and the Xxxx Xxxxxxxx Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Affiliates (Subsidiaries or any member of the “Onex Xxxx Xxxxxxxx WP Group”), including Trilliant Gaming Nevada Inc. in its capacity as on the Stockholder Representativeone hand, both and Xxxx Xxxxxxxx, on the other hand, made prior to the Closing, in connection with the negotiation, preparation, execution execution, delivery and delivery performance under, or any dispute or Action arising out of or relating to, this Agreement, any other Transaction Agreement or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Surviving Entity notwithstanding the Mergers, and instead survive, remain with and are controlled by the Xxxx Xxxxxxxx WP Group (the “Xxxx Xxxxxxxx Privileged Communications”), without any waiver thereof. Acquiror and the Escrow Agreement Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Xxxx Xxxxxxxx Privileged Communications, whether located in the records or email server of the Surviving Entity and its Subsidiaries, in any Action against or involving any of the parties after the Closing, and Acquiror and the consummation Company agree not to assert that any privilege has been waived as to the Xxxx Xxxxxxxx Privileged Communications, by virtue of the Merger Mergers. (b) Each of Acquiror and in connection with other matters. There may come a timethe Company hereby agrees on behalf of its directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after consummation the Closing, the Surviving Entity) (all such parties, the “Xxxxxxxx & Xxxxx Waiving Parties”), that Xxxxxxxx & Xxxxx LLP (“Xxxxxxxx & Xxxxx”) may represent the stockholders or holders of the Merger, when the other equity interests of the Onex Group and the Company Sponsor or of Acquiror or any of its Subsidiaries may no longer be aligned their respective directors, members, partners, officers, employees or when, for any reasonAffiliates (collectively, the Onex “Xxxxxxxx & Xxxxx XX Group, Xxxxx Xxxxx or the Company or any of its Subsidiaries believes that Xxxxx Xxxxx can or should no longer represent both the Onex Group and the Company or any of its Subsidiaries. The parties understand and specifically agree that Fried Xxxxx xxx withdraw from representing the Company and its Subsidiaries and continue to represent the Onex Group (or any other holder of Shares”), even if the interests of the Onex Group (or such other holder of Shares)in each case, and the interests of the Company or any of its Subsidiaries are or may be adverse, including solely in connection with any dispute Action or obligation arising out of or relating to this Agreement, any other Transaction Agreement or any the transactions contemplated hereby or thereby, notwithstanding its prior representation of the documents or transactions contemplated herebySponsor, and even though Fried Xxxxx xxx have represented the Company and its Subsidiaries in a matter substantially related to such dispute, and Parent, Merger Sub and the Company hereby consent thereto and waive any conflict of interest arising therefrom. (b) Each of the parties further agrees that, as to all communications on or prior to the Closing Date among Xxxxx Xxxxx, the Company, any of its Subsidiaries and the Onex Group (or any other holder of Shares), the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Onex Group and shall not pass to or be claimed by the Company or any of its Affiliates. In addition, if the Merger is consummated, (i) the Company and its Subsidiaries shall have no right of access to or control over any of Fried Frank’s records related to the Merger or the other transactions contemplated hereby, which shall become the property of (and be controlled by) the Onex Group and (ii) it would be impracticable to remove from the records (including emails and other electronic files) of the Company and its Subsidiaries any privileged communications with Xxxxx Xxxxx. Accordingly, the Company Acquiror and its Subsidiaries, Parent or other Xxxxxxxx & Xxxxx Waiving Parties. Each of Acquiror and Merger Sub agree the Company, on behalf of itself and the Xxxxxxxx & Xxxxx Waiving Parties, hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to rely upon such privileged communications that may remain in the records Xxxxxxxx & Xxxxx’x prior representation of the Company Sponsor, Acquiror and its Subsidiaries, or other Xxxxxxxx & Xxxxx Waiving Parties. Each of Acquiror and the Company, for itself and the Xxxxxxxx & Xxxxx Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Sponsor, Acquiror, or its Subsidiaries, and the parties agree that no attorney-client privilege, attorney work product or any other privilege or protection is waived or intended to be waived by allowing such material to remain in the files member of the Company or its Subsidiaries. FurthermoreXxxxxxxx & Xxxxx XX Group, on the one hand, and Xxxxxxxx & Xxxxx, on the other hand, made prior to the Closing, in connection with the event of a dispute between the Onex Group negotiation, preparation, execution, delivery and the Company performance under, or any of its Subsidiaries dispute or Action arising out of or relating to, this Agreement, any other Transaction Agreement or the transactions contemplated hereby or thereby, or any matter relating to any matter in which Xxxxx Xxxxx acted for them both, none of the attorney-client privilegeforegoing, the expectation of client confidence or any other rights to any evidentiary privilege will protect from disclosure are privileged communications that do not pass to the Onex Surviving Entity notwithstanding the Mergers, and instead survive, remain with and are controlled by the Xxxxxxxx & Xxxxx XX Group (the “Xxxxxxxx & Xxxxx Privileged Communications”), without any information waiver thereof. Acquiror and the Company, together with any of their respective Affiliates, Subsidiaries, successors or documents developed assigns, agree that no Person may use or shared during the course of Fried Frank’s joint representation rely on any of the Onex Group Xxxxxxxx & Xxxxx Privileged Communications, whether located in the records or email server of Acquiror and its Subsidiaries, in any Action against or involving any of the parties after the Closing, and Acquiror and the Company and its Subsidiariesagree not to assert that any privilege has been waived as to the Xxxxxxxx & Xxxxx Privileged Communications, by virtue of the Mergers.

Legal Representation. Pioneer agrees on behalf of itself and its directors, members, partners, officers, employees and Affiliates (aincluding the Sponsor), and each of their respective successors and assigns (including after the Closing, the Surviving Corporation) Each of (all such parties, the parties to this Agreement acknowledges “Pxxx Xxxxxxxx Waiving Parties”) that Fried, Frank, Harris, Xxxxxxx & Pxxx Xxxxxxxx LLP (“Xxxxx XxxxxPxxx Xxxxxxxx”) currently serves as counsel may represent the stockholders of the Company or any of their respective directors, members, partners, officers, employees of Affiliates (other than the Surviving Corporation) (collectively, the “Pxxx Xxxxxxxx WP Group”) in each case, solely in connection with any Proceeding or obligation arising out of or relating to both (a) this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby, notwithstanding its prior representation of the Company and its Subsidiaries or other Pxxx Xxxxxxxx Waiving Parties, and each of Pioneer and the Company on behalf of itself and the Pxxx Xxxxxxxx Waiving Parties hereby consents thereto and irrevocably waives (band will not assert) Onex Corporation any conflict of interest, breach of duty or any other objection arising out of or relating to Pxxx Xxxxxxxx’ prior representation of the Company, its Subsidiaries or any Pxxx Xxxxxxxx Waiving Parties. Pioneer and the Company, on behalf of themselves and on behalf of the Pxxx Xxxxxxxx Waiving Parties hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Affiliates (Subsidiaries or any member of the “Onex Group”)Pxxx Xxxxxxxx WP Group and Pxxx Xxxxxxxx, including Trilliant Gaming Nevada Inc. in its capacity as the Stockholder Representative, both made in connection with the negotiation, preparation, execution execution, delivery and delivery of this Agreement and the Escrow Agreement and the consummation of the Merger and in connection with other matters. There may come a timeperformance under, including after consummation of the Merger, when the interests of the Onex Group and the Company or any of its Subsidiaries may no longer be aligned or when, for any reason, the Onex Group, Xxxxx Xxxxx or the Company or any of its Subsidiaries believes that Xxxxx Xxxxx can or should no longer represent both the Onex Group and the Company or any of its Subsidiaries. The parties understand and specifically agree that Fried Xxxxx xxx withdraw from representing the Company and its Subsidiaries and continue to represent the Onex Group (or any other holder of Shares), even if the interests of the Onex Group (or such other holder of Shares), and the interests of the Company or any of its Subsidiaries are or may be adverse, including in connection with any dispute Proceeding arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby and thereby, or any matter related to this Agreement the foregoing, are privileged communications that do not pass to the Surviving Corporation notwithstanding the Merger, and instead survive, remain with and are controlled by the Pxxx Xxxxxxxx WP Group (the “Pxxx Xxxxxxxx Privileged Communications”), without any waiver thereof. Pioneer and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the documents Pxxx Xxxxxxxx Privileged Communications, whether located in the records or transactions contemplated hereby, and even though Fried Xxxxx xxx have represented the Company and its Subsidiaries in a matter substantially related to such dispute, and Parent, Merger Sub and the Company hereby consent thereto and waive any conflict of interest arising therefrom. (b) Each email server of the parties further agrees that, as to all communications on or prior to the Closing Date among Xxxxx Xxxxx, the Company, any of its Subsidiaries and the Onex Group (or any other holder of Shares), the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the Onex Group and shall not pass to or be claimed by the Company or any of its Affiliates. In addition, if the Merger is consummated, (i) the Company and its Subsidiaries shall have no right of access to or control over any of Fried Frank’s records related to the Merger or the other transactions contemplated hereby, which shall become the property of (and be controlled by) the Onex Group and (ii) it would be impracticable to remove from the records (including emails and other electronic files) of the Company and its Subsidiaries any privileged communications with Xxxxx Xxxxx. Accordingly, the Company Surviving Corporation and its Subsidiaries, Parent in any Proceeding against or involving any of the Parties after the Closing, and Merger Sub Pioneer and the Company agree not to rely upon such privileged communications assert that may remain in any privilege has been waived as to the records Pxxx Xxxxxxxx Privileged Communications, by virtue of the Company or its Subsidiaries, and the parties agree that no attorney-client privilege, attorney work product or other privilege or protection is waived or intended to be waived by allowing such material to remain in the files of the Company or its Subsidiaries. Furthermore, in the event of a dispute between the Onex Group and the Company or any of its Subsidiaries arising out of or relating to any matter in which Xxxxx Xxxxx acted for them both, none of the attorney-client privilege, the expectation of client confidence or any other rights to any evidentiary privilege will protect from disclosure to the Onex Group any information or documents developed or shared during the course of Fried Frank’s joint representation of the Onex Group and the Company and its SubsidiariesMerger.

Legal Representation. (a) Each The Purchaser, on behalf of the parties to this Agreement acknowledges that Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP (“Xxxxx Xxxxx”) currently serves as counsel to both (a) the Company and its Subsidiaries and (b) Onex Corporation itself and its Affiliates (including after the “Onex Group”Closing, the Transferred Subsidiaries), acknowledges that Freshfields Bruckhaus Xxxxxxxx US LLP and its associates (Freshfields), Xxxxx Lovells US LLP and its associates (Xxxxx Lovells), Xxxx Xxxxxxx and its associates (Xxxx Xxxxxxx), and Xxxxx Xxxxxxx Xxxxxxx & Xxxxx, P.C. (Xxxxx Xxxxxxx) act or have acted as counsel for the Seller and the Transferred Subsidiaries and may continue to represent the Seller and its Affiliates in future matters. Accordingly, the Purchaser, on behalf of itself and its Affiliates (including, after the Closing, the Transferred Subsidiaries) expressly consents to each of Freshfields’, Xxxxx Lovells’, Xxxx Xxxxxxx’x and Xxxxx Xxxxxxx’x representation of the Seller and its Affiliates in any post-Closing matter, relating to the transactions contemplated by this Agreement or the Ancillary Agreements or any disagreement or dispute relating thereto, in which the interests of the Purchaser and its Affiliates (including Trilliant Gaming Nevada Inc. the Transferred Subsidiaries), on the one hand, and the Seller and its Affiliates, on the other hand, are adverse, and agrees not to claim or assert any conflict of interest in connection therewith by virtue of their representation of the Seller and its capacity as the Stockholder Representative, both Affiliates in connection with the negotiation, preparation, execution and delivery of this Agreement and the Escrow Agreement and the consummation of the Merger and in connection with other matters. There may come a time, including after consummation of the Merger, when the interests of the Onex Group and the Company Proposed Transactions or any of its Subsidiaries may no longer be aligned disagreement or when, for any reason, the Onex Group, Xxxxx Xxxxx or the Company or any of its Subsidiaries believes that Xxxxx Xxxxx can or should no longer represent both the Onex Group and the Company or any of its Subsidiaries. The parties understand and specifically agree that Fried Xxxxx xxx withdraw from representing the Company and its Subsidiaries and continue to represent the Onex Group (or any other holder of Shares), even if the interests of the Onex Group (or such other holder of Shares), and the interests of the Company or any of its Subsidiaries are or may be adverse, including in connection with any dispute arising out of or relating to this Agreement or any of the documents or transactions contemplated hereby, and even though Fried Xxxxx xxx have represented the Company and its Subsidiaries in a matter substantially related to such dispute, and Parent, Merger Sub and the Company hereby consent thereto and waive any conflict of interest arising therefromthereto. (b) Each Effective as of the parties further Closing, the Purchaser hereby agrees thatnot to assert, as and to all communications cause each of its Affiliates (including the Transferred Subsidiaries) not to assert, any attorney-client privilege held by the Business or any Transferred Subsidiary, or any officer, employee, director or manager thereof, with respect to any communication relating to the negotiation, documentation or consummation of this Agreement, the Ancillary Agreements or any of the transactions contemplated hereby or thereby occurring with counsel to any such Person on or prior to the Closing Date among Xxxxx XxxxxClosing, it being the Company, any intention of its Subsidiaries and the Onex Group (or any other holder of Shares), the parties hereto that all such rights to such attorney-client privilege, the expectation of privilege and to control such attorney-client confidence and all other rights to any evidentiary privilege belong to the Onex Group and shall not pass to or be claimed retained by the Company Seller and its Affiliates, and their respective officers, employees, directors and managers. Notwithstanding the foregoing, neither the Purchaser nor its Affiliates (including the Transferred Subsidiaries) is waiving its right to assert any attorney-client privilege in connection with any Proceeding not involving Seller or any of its Affiliates. In addition, if the Merger is consummated, (i) the Company and its Subsidiaries shall have no right of access to or control over any of Fried Frank’s records related to the Merger or the other transactions contemplated hereby, which shall become the property of (and be controlled by) the Onex Group and (ii) it would be impracticable to remove from the records (including emails and other electronic files) of the Company and its Subsidiaries any privileged communications with Xxxxx Xxxxx. Accordingly, the Company and its Subsidiaries, Parent and Merger Sub agree not to rely upon such privileged communications that may remain in the records of the Company or its Subsidiaries, and the parties agree that no attorney-client privilege, attorney work product or other privilege or protection is waived or intended to be waived by allowing such material to remain in the files of the Company or its Subsidiaries. Furthermore, in the event of a dispute between the Onex Group and the Company or any of its Subsidiaries arising out of or relating to any matter in which Xxxxx Xxxxx acted for them both, none of the attorney-client privilege, the expectation of client confidence or any other rights to any evidentiary privilege will protect from disclosure to the Onex Group any information or documents developed or shared during the course of Fried Frank’s joint representation of the Onex Group and the Company and its Subsidiaries.[Signature Page Follows]