Common use of Privilege Clause in Contracts

Privilege. (a) The Company hereby agrees that all privileged communications in any form or format whatsoever between or among MetLife, any other member of the MetLife Group, any member of the Company Group, or any of their respective officers, directors, employees, agents or representatives and their counsel (whether internal or outside), that relate to the negotiation, documentation and consummation of this Agreement and the documents set forth on Schedule 4.6 (the “Transaction Communications”) shall remain privileged after the Separation Date, and that the Transaction Communications, any privilege attaching thereto, and the expectation of client confidence relating thereto shall belong solely to MetLife or the other members of the MetLife Group or their employees, as applicable, and not the Company or any other members of the Company Group or their employees, and shall not pass to or be claimed by the Company or any other members of the Company Group or their employees, except that with respect to communications prior to the Separation Date solely between the Company or any other member of the Company Group, on the one hand, and Debevoise & Xxxxxxxx LLP, Ropes & Xxxx LLP or Sidley Austin LLP (the “Counsel Communications”), on the other hand, any privilege attaching thereto, and the expectation of client confidence relating thereto, shall belong jointly to MetLife or the other members of the MetLife Group or their employees, as applicable, and the Company or any other members of the Company Group or their employees, as applicable. In addition, the Company agrees that the transfer of Assets by MetLife or any of its Affiliates to the Company under this Agreement, the Distribution, or any associated or affiliated transactions contemplated thereby or preliminary thereto, shall not constitute, and the Company (on behalf of itself and its Affiliates) agrees not to assert that such transfer constitutes, a waiver of any privilege attaching to the Transaction Communications. The Company agrees that it will not, and will cause each of its Affiliates not to, assert or use any Transaction Communications (including, without limitation, any Counsel Communications) in its or their possession after the Separation Date for the purpose of asserting, prosecuting, or litigating any claim against MetLife or any of its Affiliates or otherwise in a manner adverse to MetLife or any of its Affiliates. From and after the Separation Date, upon any legal personnel, manager or executive officer of the Company or any of its Affiliates becoming aware of the existence of Transaction Communications in the possession of the Company or any of its Affiliates that such Person knows or reasonably should know to be Transaction Communications or, if any time after the Separation Date, upon the request of MetLife upon discovering that specified Transaction Communications are in the possession of the Company or any of its Affiliates after Separation, the Company hereby agrees to, and to cause its Affiliates to, reasonably promptly notify, and thereafter reasonably promptly (unless a request for specific Transaction Communications is made by MetLife, in which case, the Company shall promptly identify, and, once identified, immediately) return to MetLife or destroy (at MetLife’s option) such Transaction Communications. The Company and its Affiliates acknowledge and agree that any Transaction Communications that are known to be Transaction Communications (other than Transaction Communications that are also Counsel Communications) shall not be used for any purpose and shall be maintained separately from the Company’s records and kept strictly confidential. Upon notification by MetLife that any specified materials constitute Transaction Communications, the Company and its Affiliates shall, as soon as commercially practicable and at MetLife’s expense, return to MetLife or destroy (at MetLife’s option) such Transaction Communications as provided for herein. The obligation to return or destroy Transaction Communications set forth in this paragraph shall not apply to Transaction Communications that are also Counsel Communications, as to which the Company and its Affiliates shall take all action appropriate to maintain the joint privilege. (b) The Company hereby agrees that all privileged communications (other than any Transaction Communications) in any form or format whatsoever between or among MetLife, any other member of the MetLife Group, any member of the Company Group, or any of their respective officers, directors, employees, agents or representatives and their counsel (whether internal or outside), including any Counsel Communications, that relate to the negotiation, documentation and consummation of this Agreement, the Distribution, or any associated or affiliated transactions contemplated thereby or preliminary thereto, including agreements related thereto not set forth on Schedule 4.6 (the “Joint Privileged Communications”) shall remain privileged after the Separation Date, and any privilege attaching thereto, and the expectation of client confidence relating thereto shall belong jointly to MetLife or the other members of the MetLife Group or their employees, as applicable, and the Company or any other members of the Company Group or their employees, as applicable. The Company agrees that it will not, and will cause each of its Affiliates not to, assert or use any Joint Privilege Communications or, to the extent applicable, the Transaction Communications for the purpose of asserting, prosecuting, or litigating any claim against MetLife or any of its Affiliates or otherwise in a manner adverse to MetLife or any of its Affiliates.

Privilege. (a) The Company hereby agrees that With respect to any attorney-client privilege or work product protection (collectively, “Privileges”) relating to (i) the Business, the Purchased Assets, the Assumed Liabilities or Transferred Liabilities related to communications or work product occurring or created on or prior to the Closing, (ii) all privileged business, previously or hereafter conducted by Seller or any of its Affiliates, including with respect to the Excluded Assets or the Retained Liabilities or Excluded Liabilities, or (iii) all business records, documents, communications in any form or format whatsoever between or among MetLifeother information (collectively, any other member “Information”) of the MetLife Group, any member of the Company Group, Seller or any of their respective officers, directors, employees, agents or representatives and their counsel (whether internal or outside), that relate to the negotiation, documentation and consummation of this Agreement and the documents set forth on Schedule 4.6 (the “Transaction Communications”) shall remain privileged after the Separation Date, and that the Transaction Communications, any privilege attaching thereto, and the expectation of client confidence relating thereto shall belong solely to MetLife or the other members of the MetLife Group or their employees, as applicable, and not the Company or any other members of the Company Group or their employees, and shall not pass to or be claimed by the Company or any other members of the Company Group or their employees, except that Affiliates prepared in connection with respect to communications prior to the Separation Date solely between the Company or any other member of the Company Group, on the one hand, and Debevoise & Xxxxxxxx LLP, Ropes & Xxxx LLP or Sidley Austin LLP (the “Counsel Communications”), on the other hand, any privilege attaching thereto, and the expectation of client confidence relating thereto, shall belong jointly to MetLife or the other members of the MetLife Group or their employees, as applicable, and the Company or any other members of the Company Group or their employees, as applicable. In addition, the Company agrees that the transfer of Assets by MetLife or any of its Affiliates to the Company under this Agreement, the Distribution, Ancillary Agreements or any associated or affiliated the transactions contemplated thereby hereby or preliminary theretothereby, shall not constituteSeller will have sole authority to determine whether to assert or waive any such Privileges, and including the Company (on behalf of itself right to assert any such Privilege against Buyer and its Affiliates) agrees not to assert that such transfer constitutes, a waiver of any privilege attaching to the Transaction Communications. The Company agrees that it will not, and will cause each of its Affiliates not to, assert or use any Transaction Communications (including, without limitation, any Counsel Communications) in its or their possession after the Separation Date for the purpose of asserting, prosecuting, or litigating any claim against MetLife or any of its Affiliates or otherwise in a manner adverse to MetLife or any of its Affiliates. From and after the Separation Date, upon any legal personnel, manager or executive officer of the Company or any of its Affiliates becoming aware of the existence of Transaction Communications in the possession of the Company or any of its Affiliates that such Person knows or reasonably should know to be Transaction Communications or, if any time after the Separation Date, upon the request of MetLife upon discovering that specified Transaction Communications are in the possession of the Company or any of its Affiliates after Separation, the Company hereby agrees to, and to cause its Affiliates to, reasonably promptly notify, and thereafter reasonably promptly (unless a request for specific Transaction Communications is made by MetLife, in which case, the Company shall promptly identify, and, once identified, immediately) return to MetLife or destroy (at MetLife’s option) such Transaction Communications. The Company and its Affiliates acknowledge and agree that any Transaction Communications that are known to be Transaction Communications (other than Transaction Communications that are also Counsel Communications) shall not be used for any purpose and shall be maintained separately from the Company’s records and kept strictly confidential. Upon notification by MetLife that any specified materials constitute Transaction Communications, the Company and its Affiliates shall, as soon as commercially practicable and at MetLife’s expense, return to MetLife or destroy (at MetLife’s option) such Transaction Communications as provided for herein. The obligation to return or destroy Transaction Communications set forth in this paragraph shall not apply to Transaction Communications that are also Counsel Communications, as to which the Company Buyer and its Affiliates shall take all no action appropriate without the prior written consent of Seller that would reasonably be expected to maintain result in any waiver of any such Privileges. Subject to the joint privilegeforegoing, after the Closing, Buyer will have sole authority to determine whether to assert or waive any Privileges with respect to matters relating to the Business, the Purchased Assets, the Assumed Liabilities or the Transferred Liabilities related to communications or work product occurring or created after the Closing, and Seller and its Affiliates shall take no action after the Closing without the prior written consent of Buyer that would reasonably be expected to result in any waiver of any such Privileges of Buyer. (b) The Company hereby agrees that rights and obligations created by this Section 5.9 will apply to all privileged communications (other than any Transaction Communications) in any form Information as to which Seller or format whatsoever between its Affiliates would be entitled to assert or among MetLifehave asserted a Privilege without regard to the effect, any other member if any, of the MetLife Grouptransactions contemplated hereby (the “Privileged Information”). Upon receipt by Seller or its Affiliates, any member of the Company Groupor Buyer or its Affiliates of, or any such Person becomes aware that a current or former employee of their respective officerssuch Person has received, directorsany subpoena, employeesdiscovery or other request from any Person that actually or arguably calls for the production or disclosure of Privileged Information of one or more of the other Parties, agents Buyer or representatives Seller, as the case may be, shall promptly notify the other Party of the existence of the request and their counsel (whether internal shall provide such other Party a reasonable opportunity to review the Privileged Information and to assert any rights it may have under this Section 5.9 or outside), including otherwise to prevent the production or disclosure of any Counsel Communications, that relate such Privileged Information. Seller’s transfer of any Information to Buyer in accordance with this Agreement and Seller’s agreement to permit Buyer to obtain Information existing prior to the negotiationClosing are made in reliance on the Parties’ respective agreements to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Seller or Buyer, documentation and consummation of as the case may be, as set forth in this Section 5.9. The access to Information being granted pursuant to this Agreement, the Distribution, or any associated or affiliated transactions contemplated thereby or preliminary thereto, including agreements related thereto not set forth on Schedule 4.6 (the “Joint Privileged Communications”) shall remain privileged after the Separation Date, Sections 5.2 and any privilege attaching thereto5.8, and the expectation disclosure to Buyer or Seller of client confidence relating thereto shall belong jointly Privileged Information pursuant to MetLife this Agreement or in connection with the other members of the MetLife Group transactions contemplated hereby will not be asserted by Buyer or their employees, as applicable, and the Company or any other members of the Company Group or their employees, as applicable. The Company agrees that it will not, and will cause each of its Affiliates not to, assert or use any Joint Privilege Communications or, Seller to the extent applicable, the Transaction Communications for the purpose of asserting, prosecutingconstitute, or litigating otherwise be deemed, a waiver of any claim against MetLife Privilege that has been or any of its Affiliates may be asserted under this Section 5.9 or otherwise in a manner adverse to MetLife or any of its Affiliatesotherwise.

Privilege. (a) The Each of the Parties acknowledges and agrees that Xxxx Xxxxxxxx LLP (“Xxxx Xxxxxxxx”) has acted as counsel to Seller and its Affiliates in connection with the negotiation of this Agreement and any consummation of the Transactions. (b) Each of Parent and Buyer consents and agrees to Xxxx Xxxxxxxx’x representing Seller and its Affiliates after the Closing, including with respect to disputes in which the interests of Seller and its Affiliates may be directly adverse to Parent or Buyer and their respective Affiliates, and even though Xxxx Xxxxxxxx may have represented Company hereby or Company Subsidiary in a matter substantially related to any such dispute, or may be handling ongoing matters for Seller and its Affiliates. Each of Parent and Buyer further consents and agrees to the communication by Xxxx Xxxxxxxx to Seller and its Affiliates in connection with any such representation of any fact known to Xxxx Xxxxxxxx arising by reason of Xxxx Xxxxxxxx’x prior representation of Seller or any of its Affiliates, Company or Company Subsidiary. (c) In connection with the foregoing, each of Parent and Buyer irrevocably waives and agrees not to assert any conflict of interest arising from or in connection with (i) Xxxx Xxxxxxxx’x prior representation of Company or Company Subsidiary and (ii) Xxxx Xxxxxxxx’x representation of Seller and its Affiliates prior to and after the Closing. (d) Each of Parent and Buyer further agrees that all privileged communications in any form or format whatsoever between or among MetLifeany of Xxxx Xxxxxxxx, Company, Company Subsidiary, any other member of the MetLife Group, any member of the Company GroupSeller or its Affiliates, or any of their respective officers, directors, employees, agents or representatives and their counsel (whether internal or outside), Representatives that relate in any way to the negotiation, documentation and consummation of the Transactions, beginning on the date of this Agreement, any dispute arising under this Agreement (collectively, the “Deal Communications”) shall be deemed to be retained, owned and the documents set forth on Schedule 4.6 controlled collectively by Seller and shall not pass to or be claimed by Parent or Buyer. All Deal Communications that are attorney-client privileged (the “Transaction Privileged Deal Communications”) shall remain privileged after the Separation Date, Closing and that the Transaction Communications, any privilege attaching thereto, and the expectation of client confidence relating thereto shall belong solely to MetLife or the other members of the MetLife Group or their employees, as applicableto, and not the Company or any other members of the Company Group or their employeesbe controlled solely by, Seller and shall not pass to or be claimed by Parent or Buyer. (e) In the event that a dispute arises between Parent or Buyer and a third party, Parent or Buyer, as applicable, may assert the attorney-client privilege to prevent the disclosure of the Privileged Deal Communications to such third party; provided, however, that none of Parent, Buyer, Company nor Company Subsidiary may waive such privilege without the prior written consent of Seller. In the event that Parent or Buyer, as applicable, is legally required by Order or otherwise to access or obtain a copy of all or a portion of the Deal Communications, Parent or Buyer, as applicable, shall immediately (and, in any event, within three (3) Business Days) notify Seller in writing (including by making specific reference to this Section) so that Seller can seek a protective Order, and Parent and Buyer, as applicable, agree to use all commercially reasonable efforts to assist therewith. (f) To the extent that files or other materials maintained by Xxxx Xxxxxxxx constitute property of its clients, only Seller shall hold such property rights and Xxxx Xxxxxxxx shall have no duty to reveal or disclose any such files or other materials or any other members Deal Communications by reason of the Company Group or their employees, except that with respect to communications prior to the Separation Date solely any attorney-client relationship between the Company or any other member of the Company GroupXxxx Xxxxxxxx, on the one hand, and Debevoise & Xxxxxxxx LLP, Ropes & Xxxx LLP Buyer or Sidley Austin LLP (the “Counsel Communications”)Parent, on the other hand. (g) Each of Parent and Buyer agrees that it will not (i) access or use the Deal Communications, including by way of review of any privilege attaching theretoelectronic data, and the expectation of client confidence relating theretocommunications or other information, shall belong jointly or by seeking to MetLife or the other members of the MetLife Group or their employees, as applicable, and the Company have Seller or any other members Person waive the attorney-client or other privilege, or by otherwise asserting that Parent, Buyer, Company or Company Subsidiary has the right to waive the attorney-client or other privilege or (ii) seek to obtain the Deal Communications from Xxxx Xxxxxxxx. In furtherance of the foregoing, it shall not be a breach of any provision of this Agreement if, prior to the Closing, Seller, Company, Company Group Subsidiary or any of their employeesrespective Affiliates or Representatives take any action to protect from access or remove from the premises of Company or Company Subsidiary (or any offsite back-up or other facilities) any Deal Communications, as applicableincluding by segregating, encrypting, copying, deleting, erasing, exporting or otherwise taking possession of any Deal Communications (any such action, a “Permitted Removal”). In additionthe event that, the Company agrees that the transfer of Assets notwithstanding any good-faith attempts by MetLife Seller or any of its Affiliates or its Affiliates’ respective Representatives to the Company under this Agreementachieve a Permitted Removal of any Deal Communication, the Distributionany copy, backup, image, or other form or version or electronic vestige of any associated portion of such Deal Communication remains accessible to or affiliated transactions contemplated thereby discoverable or preliminary thereto, shall not constitute, and the Company retrievable by Parent or Buyer (on behalf of itself and its Affiliates) agrees not to assert that such transfer constituteseach, a waiver “Residual Communication”), each of any privilege attaching to the Transaction Communications. The Company Parent and Buyer agrees that it will not, and that it will cause each of its Affiliates and Representatives not to, assert intentionally use or attempt to use any Transaction Communications (includingmeans to access, without limitationretrieve, any Counsel Communications) in its or their possession after the Separation Date for the purpose of assertingrestore, prosecutingrecreate, or litigating any claim against MetLife or any of its Affiliates unarchive or otherwise in a manner adverse gain access to MetLife or view any of its Affiliates. From and after the Separation Date, upon any legal personnel, manager or executive officer of the Company or any of its Affiliates becoming aware of the existence of Transaction Communications in the possession of the Company or any of its Affiliates that such Person knows or reasonably should know to be Transaction Communications or, if any time after the Separation Date, upon the request of MetLife upon discovering that specified Transaction Communications are in the possession of the Company or any of its Affiliates after Separation, the Company hereby agrees to, and to cause its Affiliates to, reasonably promptly notify, and thereafter reasonably promptly (unless a request for specific Transaction Communications is made by MetLife, in which case, the Company shall promptly identify, and, once identified, immediately) return to MetLife or destroy (at MetLife’s option) such Transaction Communications. The Company and its Affiliates acknowledge and agree that any Transaction Communications that are known to be Transaction Communications (other than Transaction Communications that are also Counsel Communications) shall not be used Residual Communication for any purpose and shall be maintained separately from the Company’s records and kept strictly confidential. Upon notification by MetLife that any specified materials constitute Transaction Communications, the Company and its Affiliates shall, as soon as commercially practicable and at MetLife’s expense, return to MetLife or destroy (at MetLife’s option) such Transaction Communications as provided for herein. The obligation to return or destroy Transaction Communications set forth in this paragraph shall not apply to Transaction Communications that are also Counsel Communications, as to which the Company and its Affiliates shall take all action appropriate to maintain the joint privilegepurpose. (b) The Company hereby agrees that all privileged communications (other than any Transaction Communications) in any form or format whatsoever between or among MetLife, any other member of the MetLife Group, any member of the Company Group, or any of their respective officers, directors, employees, agents or representatives and their counsel (whether internal or outside), including any Counsel Communications, that relate to the negotiation, documentation and consummation of this Agreement, the Distribution, or any associated or affiliated transactions contemplated thereby or preliminary thereto, including agreements related thereto not set forth on Schedule 4.6 (the “Joint Privileged Communications”) shall remain privileged after the Separation Date, and any privilege attaching thereto, and the expectation of client confidence relating thereto shall belong jointly to MetLife or the other members of the MetLife Group or their employees, as applicable, and the Company or any other members of the Company Group or their employees, as applicable. The Company agrees that it will not, and will cause each of its Affiliates not to, assert or use any Joint Privilege Communications or, to the extent applicable, the Transaction Communications for the purpose of asserting, prosecuting, or litigating any claim against MetLife or any of its Affiliates or otherwise in a manner adverse to MetLife or any of its Affiliates.

Privilege. Purchaser hereby agrees, on its own behalf and on behalf of its Affiliates (including the Transferred Entities after the Closing), that, following the Closing, Xxxxxxxx & Xxxxx LLP (“Seller Group’s Counsel”) may serve as counsel to the Seller Group and their Affiliates in connection with any matters related to this Agreement or the transactions contemplated hereby, including any litigation, claim or obligation arising out of or relating to this Agreement or the Ancillary Agreements, the negotiation, performance or subject matter hereof or thereof, or the Sale, notwithstanding any representation by Seller Group’s Counsel prior to the Closing Date of the Transferred Entities. Purchaser hereby agrees, on its own behalf and on behalf of its Affiliates (including the Transferred Entities after the Closing), (a) The Company hereby agrees to waive any claim they have or may have that all privileged communications Seller Group’s Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (b) that, in the event that a dispute arises after the Closing between Purchaser or any form or format whatsoever between or among MetLifeof its Affiliates (including any Transferred Entity), any other member of on the MetLife Groupone hand, any member of and the Company Group, Seller Group or any of their respective officersAffiliates, directorson the other hand, employeesSeller Group’s Counsel may represent the Seller Group and/or any of its Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Purchaser or any of its Affiliates (including any Transferred Entity) and even though Seller Group’s Counsel may have represented any Transferred Entity in a matter substantially related to such dispute. Purchaser, agents on behalf of itself and its Affiliates (including the Transferred Entities after the Closing) also further agree that, as to all communications to or representatives from Seller Group’s Counsel, on the one hand, and any or all of the Transferred Entities, the Seller Group or their Affiliates and their counsel (whether internal or outside)respective Representatives, on the other hand, that relate in any way to this Agreement or any Ancillary Agreement, the negotiation, documentation and consummation of this Agreement and performance or subject matter hereof or thereof, or the documents set forth on Schedule 4.6 (transactions contemplated hereby, the “Transaction Communications”) shall remain privileged after the Separation Date, and that the Transaction Communications, any attorney-client privilege attaching thereto, and the expectation of client confidence relating thereto shall belongs and will belong solely to MetLife or the other members of the MetLife Seller Group or their employees, as applicable, and not the Company or any other members of the Company Group or their employees, and shall will not pass to or be claimed by Purchaser or its Affiliates (including any Transferred Entity after the Company Closing). Without limitation of the foregoing, none of Purchaser or any other members of its Affiliates (including any Transferred Entity after the Company Group Closing) may access, use or their employeesrely upon any communications described in the immediately preceding sentence in any dispute against or involving the Seller Group. Notwithstanding the foregoing, except in the event that with respect to communications prior to a dispute arises after the Separation Date solely Closing between the Company Purchaser or any other member of the Company Groupits Affiliates (including any Transferred Entity), on the one hand, and Debevoise & Xxxxxxxx LLP, Ropes & Xxxx LLP or Sidley Austin LLP a third party other than (the “Counsel Communications”)and not an Affiliate of) a party to this Agreement, on the other hand, any a Transferred Entity may assert the attorney-client privilege attaching theretoto prevent disclosure of confidential communications by Seller Group’s Counsel to such third party; provided, however, that such Transferred Entity may not waive such privilege without the prior written consent of Seller. Purchaser acknowledges that it has consulted with independent counsel of its own choosing with respect to the meaning and effect of this Section 12.12. Seller Group’s Counsel is an express intended third party beneficiary of this Agreement for purposes of this Section 12.12, and may enforce the expectation of client confidence relating thereto, shall belong jointly to MetLife or same. This Section 12.12 will survive the other members of the MetLife Group or their employees, as applicable, and the Company or any other members of the Company Group or their employees, as applicable. In addition, the Company agrees that the transfer of Assets by MetLife or any of its Affiliates to the Company under this Agreement, the Distribution, or any associated or affiliated transactions contemplated thereby or preliminary thereto, shall not constitute, and the Company (on behalf of itself and its Affiliates) agrees not to assert that such transfer constitutes, a waiver of any privilege attaching to the Transaction Communications. The Company agrees that it will not, Closing and will cause each of its Affiliates not to, assert or use any Transaction Communications (including, without limitation, any Counsel Communications) remain in its or their possession after the Separation Date for the purpose of asserting, prosecuting, or litigating any claim against MetLife or any of its Affiliates or otherwise in a manner adverse to MetLife or any of its Affiliates. From and after the Separation Date, upon any legal personnel, manager or executive officer of the Company or any of its Affiliates becoming aware of the existence of Transaction Communications in the possession of the Company or any of its Affiliates that such Person knows or reasonably should know to be Transaction Communications or, if any time after the Separation Date, upon the request of MetLife upon discovering that specified Transaction Communications are in the possession of the Company or any of its Affiliates after Separation, the Company hereby agrees to, and to cause its Affiliates to, reasonably promptly notify, and thereafter reasonably promptly (unless a request for specific Transaction Communications is made by MetLife, in which case, the Company shall promptly identify, and, once identified, immediately) return to MetLife or destroy (at MetLife’s option) such Transaction Communications. The Company and its Affiliates acknowledge and agree that any Transaction Communications that are known to be Transaction Communications (other than Transaction Communications that are also Counsel Communications) shall not be used for any purpose and shall be maintained separately from the Company’s records and kept strictly confidential. Upon notification by MetLife that any specified materials constitute Transaction Communications, the Company and its Affiliates shall, as soon as commercially practicable and at MetLife’s expense, return to MetLife or destroy (at MetLife’s option) such Transaction Communications as provided for herein. The obligation to return or destroy Transaction Communications set forth in this paragraph shall not apply to Transaction Communications that are also Counsel Communications, as to which the Company and its Affiliates shall take all action appropriate to maintain the joint privilegeeffect indefinitely. (b) The Company hereby agrees that all privileged communications (other than any Transaction Communications) in any form or format whatsoever between or among MetLife, any other member of the MetLife Group, any member of the Company Group, or any of their respective officers, directors, employees, agents or representatives and their counsel (whether internal or outside), including any Counsel Communications, that relate to the negotiation, documentation and consummation of this Agreement, the Distribution, or any associated or affiliated transactions contemplated thereby or preliminary thereto, including agreements related thereto not set forth on Schedule 4.6 (the “Joint Privileged Communications”) shall remain privileged after the Separation Date, and any privilege attaching thereto, and the expectation of client confidence relating thereto shall belong jointly to MetLife or the other members of the MetLife Group or their employees, as applicable, and the Company or any other members of the Company Group or their employees, as applicable. The Company agrees that it will not, and will cause each of its Affiliates not to, assert or use any Joint Privilege Communications or, to the extent applicable, the Transaction Communications for the purpose of asserting, prosecuting, or litigating any claim against MetLife or any of its Affiliates or otherwise in a manner adverse to MetLife or any of its Affiliates.

Privilege. (a) The Company hereby Each Party, on behalf of itself and its Affiliates, acknowledges and agrees that all privileged communications in any form or format whatsoever between or among MetLife, any other member of the MetLife Group, any member of Dxxxx Xxxxxx & Sxxxxx LLP (“Seller Counsel”) has acted as counsel for Sellers and the Company Group, or any of their respective officers, directors, employees, agents or representatives and their counsel (whether internal or outside), that relate to the negotiation, documentation and consummation of in connection with this Agreement and the documents set forth on Schedule 4.6 transactions contemplated hereby (the “Transaction Sale Engagement”) and, in connection with the Sale Engagement, Seller Counsel has not acted as counsel for any other Person. Buyer, on behalf of itself and its Affiliates (including, after the Closing, the Company), acknowledges and agrees that all confidential communications between Sellers, the Company and their respective Affiliates, on the one hand, and Seller Counsel, on the other hand, in the course of the Sale Engagement, that are attorney-client privileged (“Privileged Communications”) shall remain privileged after the Separation Date, and that the Transaction Communications, any privilege attaching thereto, and the expectation of client confidence relating thereto shall be deemed to belong solely to MetLife or Seller and its Affiliates (other than the other members of the MetLife Group or their employees, as applicableCompany), and not the Company or any other members of the Company Group or their employeesCompany, and shall not pass to or be claimed claimed, held, or used by Buyer or the Company upon or any other members after the Closing. Accordingly, neither Buyer nor the Company shall have the right to access the Privileged Communications, whether or not the Closing occurs. Without limiting the generality of the Company Group or their employeesforegoing, except that with respect to communications prior upon and after the Closing, (a) to the Separation Date solely between extent the Privileged Communications constitute property of the client, only Seller shall hold such property rights and (b) Seller Counsel shall have no duty whatsoever to reveal or disclose any such Privileged Communications to Buyer or the Company by reason of any actual or any other member of the Company Group, on the one hand, and Debevoise & Xxxxxxxx LLP, Ropes & Xxxx LLP or Sidley Austin LLP (the “alleged attorney-client relationship between Seller Counsel Communications”), on the other hand, any privilege attaching thereto, and the expectation of client confidence relating thereto, shall belong jointly to MetLife or the other members of the MetLife Group or their employees, as applicable, and the Company or otherwise. If and to the extent that, at any other members of the Company Group or their employeestime subsequent to Closing, as applicable. In addition, the Company agrees that the transfer of Assets by MetLife Buyer or any of its Affiliates (including after the Closing, the Company) shall have the right to assert or waive any attorney-client privilege with respect to the Company under this AgreementPrivileged Communications, the DistributionBuyer, or any associated or affiliated transactions contemplated thereby or preliminary thereto, shall not constitute, and the Company (on behalf of itself and its Affiliates) agrees Affiliates (including after the Closing, the Company), shall be entitled to waive such privilege only with the prior written consent of the Seller Representative (such consent not to assert be unreasonably withheld, conditioned or delayed). In the event that such transfer constitutes, a waiver of any privilege attaching to the Transaction Communications. The Company agrees that it will not, and will cause each of its Affiliates not to, assert or use any Transaction Communications (including, without limitation, any Counsel Communications) in its or their possession after the Separation Date for the purpose of asserting, prosecuting, or litigating any claim against MetLife Buyer or any of its Affiliates is legally required or otherwise in requested by any Governmental Entity to access or obtain a manner adverse to MetLife copy of all or any of its Affiliates. From and after the Separation Date, upon any legal personnel, manager or executive officer a portion of the Company or any of its Affiliates becoming aware of the existence of Transaction Communications in the possession of the Company or any of its Affiliates that such Person knows or reasonably should know to be Transaction Communications orPrivileged Communications, if any time after the Separation Date, upon the request of MetLife upon discovering that specified Transaction Communications are in the possession of the Company or any of its Affiliates after Separation, the Company hereby agrees to, and to cause its Affiliates to, reasonably promptly notify, and thereafter reasonably promptly (unless a request for specific Transaction Communications is made by MetLife, in which case, the Company shall promptly identify, and, once identified, immediately) return to MetLife or destroy (at MetLife’s option) such Transaction Communications. The Company and its Affiliates acknowledge and agree that any Transaction Communications that are known to be Transaction Communications (other than Transaction Communications that are also Counsel Communications) shall not be used for any purpose and Buyer shall be maintained separately from entitled to access or obtain a copy of and disclose the Company’s records and kept strictly confidential. Upon notification by MetLife that any specified materials constitute Transaction Communications, the Company and its Affiliates shall, as soon as commercially practicable and at MetLife’s expense, return to MetLife or destroy (at MetLife’s option) such Transaction Privileged Communications as provided for herein. The obligation to return or destroy Transaction Communications set forth in this paragraph shall not apply to Transaction Communications that are also Counsel Communications, as to which the Company and its Affiliates shall take all action appropriate to maintain the joint privilege. (b) The Company hereby agrees that all privileged communications (other than any Transaction Communications) in any form or format whatsoever between or among MetLife, any other member of the MetLife Group, any member of the Company Group, or any of their respective officers, directors, employees, agents or representatives and their counsel (whether internal or outside), including any Counsel Communications, that relate to the negotiation, documentation and consummation of this Agreement, the Distribution, or any associated or affiliated transactions contemplated thereby or preliminary thereto, including agreements related thereto not set forth on Schedule 4.6 (the “Joint Privileged Communications”) shall remain privileged after the Separation Date, and any privilege attaching thereto, and the expectation of client confidence relating thereto shall belong jointly to MetLife or the other members of the MetLife Group or their employees, as applicable, and the Company or any other members of the Company Group or their employees, as applicable. The Company agrees that it will not, and will cause each of its Affiliates not to, assert or use any Joint Privilege Communications or, to the extent applicable, necessary to comply with any such legal requirement or request; provided that Buyer shall promptly notify the Transaction Seller Representative in writing (prior to the disclosure by Buyer of any Privileged Communications for to the purpose extent practicable) so that Sellers can seek a protective order and Bxxxx agrees to use reasonable best efforts (at the sole cost and expense of asserting, prosecuting, or litigating any claim against MetLife or any of its Affiliates or otherwise in a manner adverse Sellers) to MetLife or any of its Affiliatesassist therewith.

Privilege. (a) The Company hereby Each of the Parties acknowledges and agrees that Jones Day has acted as counsel to Seller and its Affiliates in connection with the negotiation of this Agreement and any consummation of the Transactions. (b) Xxxxx consents and agrees to Xxxxx Day’s representing Seller and its Affiliates after the Closing, including with respect to disputes in which the interests of Seller and its Affiliates may be directly adverse to Buyer and its Affiliates. Xxxxx further consents and agrees to the communication by Xxxxx Day to Seller and its Affiliates in connection with any such representation of any fact known to Xxxxx Day arising by reason of Xxxxx Day’s prior representation of Seller or any of its Affiliates. (c) In connection with the foregoing, Xxxxx irrevocably waives and agrees not to assert any conflict of interest arising from or in connection with Xxxxx Day’s representation of Seller and its Affiliates prior to and after the Closing. (x) Xxxxx further agrees that all privileged communications in any form or format whatsoever between or among MetLifeany of Xxxxx Day, any other member of the MetLife Group, any member of the Company GroupSeller or its Affiliates, or any of their respective officers, directors, employees, agents or representatives and their counsel (whether internal or outside), Representatives that relate in any way to the negotiation, documentation and consummation of the Transactions, and beginning on the Agreement Date, any dispute arising under this Agreement (collectively, the “Deal Communications”) shall be deemed to be retained, owned and the documents set forth on Schedule 4.6 controlled collectively by Seller and shall not pass to or be claimed by Buyer. All Deal Communications that are attorney-client privileged (the “Transaction Privileged Deal Communications”) shall remain privileged after the Separation Date, Closing and that the Transaction Communications, any privilege attaching thereto, and the expectation of client confidence relating thereto shall belong solely to MetLife or the other members of the MetLife Group or their employees, as applicableto, and not the Company or any other members of the Company Group or their employeesbe controlled solely by, Seller and shall not pass to or be claimed by Xxxxx. (e) In the Company event that a dispute arises between Xxxxx and a third party, Xxxxx shall assert the attorney-client privilege to prevent the disclosure of the Privileged Deal Communications to such third party; provided, however, that Buyer may not waive such privilege without the prior written Consent of Seller. In the event that Buyer is legally required by Order or otherwise to access or obtain a copy of all or a portion of the Deal Communications, Buyer shall immediately (and, in any event, within two (2) Business Days but in all events prior to accessing or obtaining a copy of all or a portion of the Deal Communications) notify Seller in writing (including by making specific reference to this Section) so that Seller can seek a protective Order, and Buyer agrees to use all commercially reasonable efforts to assist therewith. (f) To the extent that files or other materials maintained by Xxxxx Day constitute property of its clients, only Seller shall hold such property rights and Xxxxx Day shall have no duty to reveal or disclose any such files or other materials or any other members Deal Communications by reason of the Company Group or their employees, except that with respect to communications prior to the Separation Date solely any attorney-client relationship between the Company or any other member of the Company GroupJones Day, on the one hand, and Debevoise & Xxxxxxxx LLP, Ropes & Xxxx LLP or Sidley Austin LLP (the “Counsel Communications”)Xxxxx, on the other hand. (g) Xxxxx agrees that it will not (i) access or use the Deal Communications, including by way of review of any electronic data, communications or other information, or by seeking to have Seller or any Indemnifying Party waive the attorney-client or other privilege, or by otherwise asserting that Buyer has the right to waive the attorney-client or other privilege attaching thereto, and or (ii) seek to obtain the expectation of client confidence relating thereto, shall belong jointly to MetLife or the other members Deal Communications from Xxxxx Day. In furtherance of the MetLife Group or their employeesforegoing, as applicableit shall not be a breach of any provision of this Agreement if{, and prior to the Company or any other members of the Company Group or their employees, as applicable. In addition, the Company agrees that the transfer of Assets by MetLife Closing,} Seller or any of its Affiliates or Representatives take any action to protect from access or remove from the Company under this AgreementBusiness any Deal Communications, including by segregating, encrypting, copying, deleting, erasing, exporting or otherwise taking possession of any Deal Communications (any such action, a “Permitted Removal”). In the Distributionevent that, notwithstanding any good-faith attempts by Seller or any of its or its Affiliates’ respective Representatives to achieve a Permitted Removal of any Deal Communication, any copy, backup, image, or other form or version or electronic vestige of any associated portion of such Deal Communication remains accessible to or affiliated transactions contemplated thereby discoverable or preliminary thereto, shall not constitute, and the Company retrievable by Buyer (on behalf of itself and its Affiliates) agrees not to assert that such transfer constituteseach, a waiver of any privilege attaching to the Transaction Communications. The Company “Residual Communication”), Buyer agrees that it will not, and that it will cause each of its Affiliates and Representatives not to, assert intentionally use or attempt to use any Transaction Communications (includingmeans to access, without limitationretrieve, any Counsel Communications) in its or their possession after the Separation Date for the purpose of assertingrestore, prosecutingrecreate, or litigating any claim against MetLife or any of its Affiliates unarchive or otherwise in a manner adverse gain access to MetLife or view any Residual Communication for any purpose. (h) Xxxxx further acknowledges and agrees that, with respect to any Action or dispute between Seller or one of its Affiliates. From and after , on the Separation Date, upon any legal personnel, manager or executive officer of the Company or any of its Affiliates becoming aware of the existence of Transaction Communications in the possession of the Company or any of its Affiliates that such Person knows or reasonably should know to be Transaction Communications or, if any time after the Separation Date, upon the request of MetLife upon discovering that specified Transaction Communications are in the possession of the Company or any of its Affiliates after Separation, the Company hereby agrees toone hand, and to cause its Affiliates to, reasonably promptly notify, and thereafter reasonably promptly (unless a request for specific Transaction Communications is made by MetLife, in which case, the Company shall promptly identify, and, once identified, immediately) return to MetLife Buyer or destroy (at MetLife’s option) such Transaction Communications. The Company and its Affiliates acknowledge and agree that any Transaction Communications that are known to be Transaction Communications (other than Transaction Communications that are also Counsel Communications) shall not be used for any purpose and shall be maintained separately from the Company’s records and kept strictly confidential. Upon notification by MetLife that any specified materials constitute Transaction Communications, the Company and its Affiliates shall, as soon as commercially practicable and at MetLife’s expense, return to MetLife or destroy (at MetLife’s option) such Transaction Communications as provided for herein. The obligation to return or destroy Transaction Communications set forth in this paragraph shall not apply to Transaction Communications that are also Counsel Communications, as to which the Company and its Affiliates shall take all action appropriate to maintain the joint privilege. (b) The Company hereby agrees that all privileged communications (other than any Transaction Communications) in any form or format whatsoever between or among MetLife, any other member of the MetLife Group, any member of the Company Group, or any of their respective officers, directors, employees, agents or representatives and their counsel (whether internal or outside), including any Counsel Communications, that relate to the negotiation, documentation and consummation of this Agreement, the Distribution, or any associated or affiliated transactions contemplated thereby or preliminary thereto, including agreements related thereto not set forth on Schedule 4.6 (the “Joint Privileged Communications”) shall remain privileged after the Separation Date, and any privilege attaching thereto, and the expectation of client confidence relating thereto shall belong jointly to MetLife or the other members of the MetLife Group or their employees, as applicable, and the Company or any other members of the Company Group or their employees, as applicable. The Company agrees that it will not, and will cause each of its Affiliates not to, assert or use any Joint Privilege Communications or, to the extent applicable, the Transaction Communications for the purpose of asserting, prosecuting, or litigating any claim against MetLife or any of its Affiliates or otherwise in a manner adverse to MetLife or any one of its Affiliates, on the other hand, only Seller may waive any evidentiary privilege that may attach to a pre-Closing communication that is determined by a court of competent jurisdiction to be subject to attorney-client privilege.

Privilege. (a) The Company hereby Purchaser, for itself and its successors and assigns, irrevocably acknowledges and agrees that all privileged communications in any form or format whatsoever between or among MetLife, any other member of the MetLife Group, any member of the Company Group, or any of their respective officers, directors, employees, agents or representatives and their counsel (whether internal or outside), that relate to the negotiation, documentation and consummation of this Agreement and the documents set forth on Schedule 4.6 (the “Transaction Communications”) shall remain privileged after the Separation Date, and that the Transaction Communications, any privilege attaching thereto, and the expectation of client confidence relating thereto shall belong solely to MetLife or the other members of the MetLife Group or their employees, as applicable, and not the Company or any other members of the Company Group or their employees, and shall not pass to or be claimed by the Company or any other members of the Company Group or their employees, except that with respect to communications prior to the Separation Date solely between the Company or any other member of the Company Group, on the one hand, and Debevoise & Xxxxxxxx LLP, Ropes & Xxxx LLP or Sidley Austin LLP (the “Counsel Communications”), on the other hand, any privilege attaching thereto, and the expectation of client confidence relating thereto, shall belong jointly to MetLife or the other members of the MetLife Group or their employees, as applicable, and the Company or any other members of the Company Group or their employees, as applicable. In additionSeller, the Company agrees that the transfer of Assets by MetLife or any of its Affiliates to the Company under this Agreementand counsel, the Distribution, or any associated or affiliated transactions contemplated thereby or preliminary thereto, shall not constitute, and the Company (on behalf of itself and its Affiliates) agrees not to assert that such transfer constitutes, a waiver of any privilege attaching to the Transaction Communications. The Company agrees that it will not, and will cause each of its Affiliates not to, assert or use any Transaction Communications (including, without limitation, any Counsel Communications) Modrall, Sperling, Xxxxx, Xxxxxx & Xxxx, P.A. and in-house counsel, made in its or their possession after connection with the Separation Date for the purpose of assertingnegotiation, prosecutingpreparation, execution, delivery and closing under, or litigating any claim against MetLife dispute or any Proceeding arising under or in connection with, this Agreement, which, immediately prior to the Closing, are privileged communications of its Affiliates or otherwise in a manner adverse to MetLife or any of its Affiliates. From and after the Separation Date, upon any legal personnel, manager or executive officer of the Company or any of its Affiliates becoming aware of the existence of Transaction Communications in the possession of the Company or any of its Affiliates that such Person knows or reasonably should know to be Transaction Communications or, if any time after the Separation Date, upon the request of MetLife upon discovering that specified Transaction Communications are in the possession of the Company or any of its Affiliates after SeparationSeller, the Company hereby agrees toand their counsel and are not be subject to disclosure to the Purchaser in connection with any process relating to a dispute arising under or in connection with, and this Agreement or otherwise, shall continue after the Closing Date to cause its Affiliates to, reasonably promptly notify, and thereafter reasonably promptly (unless a request for specific Transaction Communications is made by MetLife, in which casebe privileged communications between the Seller, the Company and such counsel and neither Purchaser, nor any Person acting or purporting to act on behalf of or through Purchaser shall promptly identify, and, once identified, immediately) return seek to MetLife obtain the same by any process on the grounds that the privilege attaching to such communications belongs to Purchaser or destroy (at MetLife’s option) such Transaction Communications. The the Company and its Affiliates acknowledge and agree that any Transaction Communications that are known to be Transaction Communications (other than Transaction Communications that are also Counsel Communications) shall not be used Seller. Seller for any purpose and shall be maintained separately from the Company’s records and kept strictly confidential. Upon notification by MetLife that any specified materials constitute Transaction Communicationsitself, the Company and its Affiliates shallrespective successors and assigns, as soon as commercially practicable irrevocably acknowledges and at MetLife’s expenseagrees that all communications between Purchaser and counsel, return including, without limitation, Holland & Xxxx LLP and in-house counsels, made in connection with the negotiation, preparation, execution, delivery and closing under, or any dispute or Proceeding arising under or in connection with, this Agreement and the Transaction which, immediately prior to MetLife the Closing, would be deemed to be privileged communications of Purchaser and counsel and would not be subject to disclosure to the Seller and/or the Company in connection with any process relating to a dispute arising under or destroy (at MetLife’s option) in connection with, this Agreement or otherwise, shall continue after the Closing Date to be privileged communications between Purchaser and such Transaction Communications as provided for herein. The obligation counsels and neither Seller, the Company nor any Person acting or purporting to return act on behalf of or destroy Transaction Communications set forth in this paragraph through Seller or the Company shall not apply seek to Transaction Communications obtain the same by any process on the grounds that are also Counsel Communications, as the privilege attaching to which such communications belongs to Seller or the Company and its Affiliates shall take all action appropriate to maintain the joint privilegenot Purchaser. (b) The Company hereby agrees that all privileged communications (other than any Transaction Communications) in any form or format whatsoever between or among MetLife, any other member of the MetLife Group, any member of the Company Group, or any of their respective officers, directors, employees, agents or representatives and their counsel (whether internal or outside), including any Counsel Communications, that relate to the negotiation, documentation and consummation of this Agreement, the Distribution, or any associated or affiliated transactions contemplated thereby or preliminary thereto, including agreements related thereto not set forth on Schedule 4.6 (the “Joint Privileged Communications”) shall remain privileged after the Separation Date, and any privilege attaching thereto, and the expectation of client confidence relating thereto shall belong jointly to MetLife or the other members of the MetLife Group or their employees, as applicable, and the Company or any other members of the Company Group or their employees, as applicable. The Company agrees that it will not, and will cause each of its Affiliates not to, assert or use any Joint Privilege Communications or, to the extent applicable, the Transaction Communications for the purpose of asserting, prosecuting, or litigating any claim against MetLife or any of its Affiliates or otherwise in a manner adverse to MetLife or any of its Affiliates.

Privilege. (a) The Company hereby agrees that all privileged communications in any form or format whatsoever between or among MetLife, any other member of the MetLife Group, any member of the Company Group, or any of their respective officers, directors, employees, agents or representatives parties acknowledge and their counsel (whether internal or outside), that relate to the negotiation, documentation and consummation of this Agreement and the documents set forth on Schedule 4.6 (the “Transaction Communications”) shall remain privileged after the Separation Date, and agree that the Transaction CommunicationsSold Companies and Sold Subsidiaries’ attorney-client privilege, any privilege attaching thereto, attorney work-product protection and the expectation of client confidence relating thereto shall belong solely to MetLife or the other members involving any pre-Closing communications in respect of the MetLife Group or their employees, as applicable, and not proposed sale of the Company Business or any other members transaction contemplated by this Agreement or any of the Transaction Documents (but not general business matters of the Sold Companies or Sold Subsidiaries, to the extent they are governed by Section 13.13(b)), and all information and documents covered by such privilege, protection or expectation shall be retained and controlled by the Company, and may be waived only by the Company. The Buyer, on behalf of itself and on behalf of the Sold Companies and Sold Subsidiaries, and the Company acknowledge and agree that (i) the foregoing attorney-client privilege, work-product protection and expectation of client confidence shall not be controlled, owned, used, waived or claimed by the Buyer or by the Sold Companies or Sold Subsidiaries upon consummation of the Closing and (ii) in the event of a dispute between the Buyer and a third party or any other circumstance in which a third party requests or demands that the Buyer produce privileged materials or attorney work-product of a Sold Companies or Sold Subsidiary (including the privileged materials and attorney work-product covered by clause (ii) above), the Buyer shall, and shall cause the Sold Companies and Sold Subsidiaries to assert such attorney-client privilege on behalf of the Company Group to prevent disclosure of privileged materials or their employeesattorney work-product to such third party. (b) The parties acknowledge and agree that the attorney-client privilege, attorney work-product protection and shall not pass to or be claimed by the Company or any other members expectation of client confidence involving general business matters of the Company Group Sold Companies or their employees, except that with respect to communications Sold Subsidiaries and arising at and prior to the Separation Date solely Closing for the benefit of both the Company and the Sold Companies and Sold Subsidiaries shall be subject to a joint privilege and protection between the Company or any other member of the Company GroupCompany, on the one hand, and Debevoise & Xxxxxxxx LLP, Ropes & Xxxx LLP or Sidley Austin LLP (the “Counsel Communications”)Sold Companies and Sold Subsidiaries, on the other hand, any privilege attaching thereto, and the expectation of client confidence relating thereto, shall belong jointly to MetLife or the other members of the MetLife Group or their employees, as applicable, and the Company and the Sold Companies and Sold Subsidiaries shall have equal right to assert all such joint privilege and protection and no such joint privilege or protection may be waived by (i) the Company without the prior written consent of any other members Sold Company or Sold Subsidiary or (ii) by any Sold Company or Sold Subsidiary without the prior written consent of the Company Group Seller; provided, however, that any such privileged materials or their employeesprotected attorney work-product information, as applicable. In additionwhether arising prior to, or after the Company agrees that the transfer of Assets by MetLife or Closing, with respect to any of its Affiliates matter for which a party hereto has an indemnification obligation hereunder, shall be subject to the Company under this Agreementsole control of such party, which shall be solely entitled to control the Distribution, assertion or any associated or affiliated transactions contemplated thereby or preliminary thereto, shall not constitute, and the Company (on behalf of itself and its Affiliates) agrees not to assert that such transfer constitutes, a waiver of any the privilege attaching to the Transaction Communications. The Company agrees that it will notor protection, and will cause each of its Affiliates whether or not to, assert or use any Transaction Communications (including, without limitation, any Counsel Communications) in its or their possession after the Separation Date for the purpose of asserting, prosecuting, or litigating any claim against MetLife or any of its Affiliates or otherwise in a manner adverse to MetLife or any of its Affiliates. From and after the Separation Date, upon any legal personnel, manager or executive officer of the Company or any of its Affiliates becoming aware of the existence of Transaction Communications such information is in the possession of or under the Company or any control of its Affiliates that such Person knows or reasonably should know to be Transaction Communications or, if any time after party. Notwithstanding the Separation Date, upon the request of MetLife upon discovering that specified Transaction Communications are in the possession of the Company or any of its Affiliates after Separationforegoing, the Company hereby agrees to, and to cause its Affiliates to, reasonably promptly notify, and thereafter reasonably promptly (unless a request for specific Transaction Communications is made by MetLife, in which case, the Company shall promptly identify, and, once identified, immediately) return to MetLife or destroy (at MetLife’s option) such Transaction Communications. The Company and its Affiliates parties acknowledge and agree that Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, Dentons US LLP, Sidley Austin LLP and in-house counsel of the Company represented only the Company and not the Sold Companies or Sold Subsidiaries and that any Transaction Communications that are known to be Transaction Communications (other than Transaction Communications that are also Counsel Communications) advice given by or communications with Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, Dentons US LLP, Sidley Austin LLP or in-house counsel of the Seller shall not be used for subject to any purpose joint privilege and shall be maintained separately from owned solely by the Company’s records and kept strictly confidential. Upon notification by MetLife that any specified materials constitute Transaction Communications, the Company and its Affiliates shall, as soon as commercially practicable and at MetLife’s expense, return to MetLife or destroy (at MetLife’s option) such Transaction Communications as provided for herein. The obligation to return or destroy Transaction Communications set forth in this paragraph shall not apply to Transaction Communications that are also Counsel Communications, as to which the Company and its Affiliates shall take all action appropriate to maintain the joint privilege. (bc) The Company hereby agrees that all privileged communications (other than any Transaction Communications) in any form or format whatsoever between or among MetLifeBuyer agrees, on its own behalf and its Affiliates, that, following the Closing, Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, Dentons US LLP, Sidley Austin LLP and in-house counsel, may serve as counsel to the Company, any other member of the MetLife Group, any member of the Company Group, or any of Seller and their respective officers, directors, employees, agents or representatives Subsidiaries in connection with any matters related to this Agreement and their counsel (whether internal or outside)the Contemplated Transactions, including any Counsel Communicationslitigation, that relate claim or obligation arising out of or relating to this Agreement or the Contemplated Transactions notwithstanding any representation by Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, Dentons US LLP, Sidley Austin LLP or in-house counsel prior to the negotiation, documentation and consummation of this Agreement, the Distribution, or any associated or affiliated transactions contemplated thereby or preliminary thereto, including agreements related thereto not set forth on Schedule 4.6 (the “Joint Privileged Communications”) shall remain privileged after the Separation Date, and any privilege attaching thereto, and the expectation of client confidence relating thereto shall belong jointly to MetLife or the other members Closing Date of the MetLife Group or their employees, as applicable, Sold Companies and the Company or any other members of the Company Group or their employees, as applicable. The Company agrees that it will not, and will cause each of its Affiliates not to, assert or use any Joint Privilege Communications or, to the extent applicable, the Transaction Communications for the purpose of asserting, prosecuting, or litigating any claim against MetLife or any of its Affiliates or otherwise in a manner adverse to MetLife or any of its AffiliatesSold Subsidiaries.

Privilege. (a) The Company hereby agrees Parties recognize that all privileged communications in any form or format whatsoever between or among MetLife, any other member of the MetLife Group, any member of the Company Group, or any members of their respective officersGroups possess information previously developed and legally protected from disclosure under legal privileges, directorssuch as the attorney-client privilege or work product exemption and other concepts of legal privilege (“Privilege”). The Parties recognize that, employeesexcept as specified in this Section 3.9, agents or representatives and their counsel (whether internal or outside), that relate each Party shall be entitled to the negotiation, documentation and consummation of this Agreement and the documents set forth on Schedule 4.6 (the “Transaction Communications”) shall remain privileged after the Separation Date, and that the Transaction Communications, any privilege attaching thereto, and the expectation of client confidence relating thereto shall belong solely to MetLife or the other members of the MetLife Group or their employees, as applicable, and not the Company or any other members of the Company Group or their employees, and shall not pass to or be claimed by the Company or any other members of the Company Group or their employees, except that Privilege with respect to communications prior its privileged information and that each shall be entitled to maintain and use for its own benefit all such information, and both Parties shall ensure that such information is maintained so as to protect the Privilege to the Separation Date solely between fullest extent. With respect to matters relating to the Company SGI Business, SGI shall have sole authority in perpetuity to determine whether to assert or waive any other member or all of the Company Group, on the one handPrivilege, and Debevoise & Xxxxxxxx LLP, Ropes & Xxxx LLP or Sidley Austin LLP A-Mark xxxll not take any action (the “Counsel Communications”), on the other hand, any privilege attaching thereto, and the expectation of client confidence relating thereto, shall belong jointly to MetLife or the other members of the MetLife Group or their employees, as applicable, and the Company or any other members of the Company Group or their employees, as applicable. In addition, the Company agrees that the transfer of Assets by MetLife or nor permit any of its Affiliates Subsidiaries to take action) that could reveal Privileged Information of SGI without the prior written consent of SGI. With respect to matters solely relating to the Company under this AgreementA‑Mark Xxxiness, A-Mark xxxll have sole authority in perpetuity to determine whether to assert or waive any or all of the Distribution, or any associated or affiliated transactions contemplated thereby or preliminary thereto, shall not constitutePrivilege, and the Company SGI shall take no action (on behalf of itself and its Affiliates) agrees not to assert that such transfer constitutes, a waiver of any privilege attaching to the Transaction Communications. The Company agrees that it will not, and will cause each of its Affiliates not to, assert or use any Transaction Communications (including, without limitation, any Counsel Communications) in its or their possession after the Separation Date for the purpose of asserting, prosecuting, or litigating any claim against MetLife or permit any of its Affiliates or otherwise in a manner adverse Subsidiaries to MetLife or any take action) that could reveal Privileged Information of its AffiliatesA-Mark xxxhout the prior written consent of A-Mark. From Xxe rights and after the Separation Date, upon any legal personnel, manager or executive officer of the Company or any of its Affiliates becoming aware of the existence of Transaction Communications in the possession of the Company or any of its Affiliates that such Person knows or reasonably should know to be Transaction Communications or, if any time after the Separation Date, upon the request of MetLife upon discovering that specified Transaction Communications are in the possession of the Company or any of its Affiliates after Separation, the Company hereby agrees to, and to cause its Affiliates to, reasonably promptly notify, and thereafter reasonably promptly (unless a request for specific Transaction Communications is made obligations created by MetLife, in which case, the Company shall promptly identify, and, once identified, immediately) return to MetLife or destroy (at MetLife’s option) such Transaction Communications. The Company and its Affiliates acknowledge and agree that any Transaction Communications that are known to be Transaction Communications (other than Transaction Communications that are also Counsel Communications) shall not be used for any purpose and shall be maintained separately from the Company’s records and kept strictly confidential. Upon notification by MetLife that any specified materials constitute Transaction Communications, the Company and its Affiliates shall, as soon as commercially practicable and at MetLife’s expense, return to MetLife or destroy (at MetLife’s option) such Transaction Communications as provided for herein. The obligation to return or destroy Transaction Communications set forth in this paragraph shall not Section 3.9 will apply to Transaction Communications that are also Counsel Communications, all Confidential Information as to which the Company Parties or their respective Subsidiaries would be entitled to assert or has asserted a Privilege without regard to the effect, if any, of the Distribution (“Privileged Information”), except that upon request of a government enforcement agency investigating SGI, A-Mark, xx any of their Subsidiaries, then SGI shall have the sole right to waive privilege regarding pre-Distribution Privileged Information, and the consent of A-Mark xx its Affiliates Subsidiaries shall take all action appropriate not be required, but SGI shall give advance written notice to maintain the joint privilegeA-Mark xx its Subsidiaries. (b) The Company hereby agrees Upon receipt by a Party of any subpoena, discovery or other request from any third Person that all privileged communications (other than any Transaction Communications) in any form calls for the production or format whatsoever between or among MetLife, any other member disclosure of Privileged Information of the MetLife Groupother Party, any member the receiving Party shall promptly notify the other Party of the Company Group, or any of their respective officers, directors, employees, agents or representatives and their counsel (whether internal or outside), including any Counsel Communications, that relate to the negotiation, documentation and consummation of this Agreement, the Distribution, or any associated or affiliated transactions contemplated thereby or preliminary thereto, including agreements related thereto not set forth on Schedule 4.6 (the “Joint Privileged Communications”) shall remain privileged after the Separation Date, and any privilege attaching thereto, and the expectation of client confidence relating thereto shall belong jointly to MetLife or the other members existence of the MetLife Group or their employees, as applicable, and the Company or any other members of the Company Group or their employees, as applicable. The Company agrees that it will not, and will cause each of its Affiliates not to, assert or use any Joint Privilege Communications or, request to the extent applicable, permitted by law and shall provide the Transaction Communications for other Party a reasonable opportunity to review the purpose of asserting, prosecuting, Privileged Information and to assert any rights it may have under Section 3.2 or litigating any claim against MetLife or any of its Affiliates this Section 3.9 or otherwise in a manner adverse to MetLife prevent the production or any disclosure of its AffiliatesPrivileged Information.

Privilege. (a) The Company hereby agrees that all privileged communications in any form or format whatsoever between or among MetLife, any other member of the MetLife Group, any member of the Company Group, or any of their respective officers, directors, employees, agents or representatives parties acknowledge and their counsel (whether internal or outside), that relate to the negotiation, documentation and consummation of this Agreement and the documents set forth on Schedule 4.6 (the “Transaction Communications”) shall remain privileged after the Separation Date, and agree that the Transaction CommunicationsSold Companies and Sold Subsidiaries’ attorney-client privilege, any privilege attaching thereto, attorney work-product protection and the expectation of client confidence relating thereto shall belong solely to MetLife or involving any pre-Closing communication among the other members Sold Companies and Sold Subsidiaries’ counsel (including in-house counsel of the MetLife Group or their employees, as applicable, and not the Company or any other members of the Company Group or their employees, and shall not pass to or be claimed by the Company or any other members of the Company Group or their employees, except that with respect to communications prior to the Separation Date solely between the Company or any other member of the Company Groupits Subsidiaries), on the one hand, and Debevoise & Xxxxxxxx LLP, Ropes & Xxxx LLP the Sold Companies or Sidley Austin LLP (the “Counsel Communications”)Sold Subsidiaries, on the other hand, in respect of the proposed sale of the Business or any privilege attaching theretoother transaction contemplated by this Agreement or any of the Transaction Documents (but not general business matters of the Sold Companies or Sold Subsidiaries, to the extent they are governed by Section 12.15(b)), and all information and documents covered by such privilege, protection or expectation shall be retained and controlled by the Company, and may be waived only by the Company. The Buyer, on behalf of itself and on behalf of the Sold Companies and Sold Subsidiaries, and the Company acknowledge and agree that (i) the foregoing attorney-client privilege, work product protection and expectation of client confidence relating theretoshall not be controlled, owned, used, or waived by the Buyer or by the Sold Companies or Sold Subsidiaries following the consummation of the Closing, and (ii) in the event of a dispute between the Buyer and a third party or any other circumstance in which a third party requests or demands that the Buyer produce privileged materials or attorney work-product of a Sold Company or Sold Subsidiary described in the immediately preceding sentence (including the privileged materials and attorney work-product covered by the first sentence of this clause (a)), the Buyer shall, and shall belong jointly cause the Sold Companies and Sold Subsidiaries to, assert such attorney-client privilege on behalf of the Company to MetLife prevent disclosure of privileged materials or attorney work-product to such third party. (b) The parties acknowledge and agree that the attorney-client privilege, attorney work-product protection and expectation of client confidence involving general business matters of the Sold Companies or Sold Subsidiaries and arising at and prior to the Closing for the benefit of both the Company and the Sold Companies and Sold Subsidiaries shall be subject to a joint privilege and protection between the Company, on the one hand, and the Sold Companies and Sold Subsidiaries, on the other members of the MetLife Group or their employees, as applicablehand, and the Company and the Sold Companies and Sold Subsidiaries shall have equal right to assert all such joint privilege and protection and no such joint privilege or protection may be waived by (i) the Company without the prior written consent of the Buyer (for and on behalf of any other members applicable Sold Company or Sold Subsidiary), or (ii) by any Sold Company or Sold Subsidiary without the prior written consent of the Company; provided, however, that any such privileged materials or protected attorney-work product information, whether arising prior to, or after the Closing, with respect to any matter for which a party hereto has an indemnification obligation hereunder, shall be subject to the sole control of such party, which shall be solely entitled to control the assertion or waiver of the privilege or protection, whether or not such information is in the possession of or under the control of such party. Notwithstanding the foregoing, the parties acknowledge and agree that Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, Macfarlanes LLP, Xxxxxxxx & Xxxxxxxx LLP and in-house counsel of the Company Group or their employees, as applicable. In addition, represented only the Company agrees and not the Sold Companies or Sold Subsidiaries and that any advice given by or communications with Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, Macfarlanes LLP, Xxxxxxxx & Xxxxxxxx LLP or in-house counsel of the transfer of Assets by MetLife or any of its Affiliates to the Company under this Agreement, the Distribution, or any associated or affiliated transactions contemplated thereby or preliminary thereto, Seller shall not constitutebe subject to any joint privilege and shall be owned solely by the Company. (c) The Buyer agrees, and the Company (on behalf of itself and its Affiliates) agrees not to assert that such transfer constitutes, a waiver of any privilege attaching that, following the Closing, Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, Macfarlanes LLP, Xxxxxxxx & Xxxxxxxx LLP and in-house counsel, may serve as counsel to the Transaction Communications. The Company agrees that it will not, and will cause each of its Affiliates not to, assert or use any Transaction Communications (including, without limitationCompany, any Counsel Communications) in its or their possession after the Separation Date for the purpose of asserting, prosecuting, or litigating any claim against MetLife or any of its Affiliates or otherwise in a manner adverse to MetLife or any of its Affiliates. From Seller and after the Separation Date, upon any legal personnel, manager or executive officer of the Company or any of its Affiliates becoming aware of the existence of Transaction Communications in the possession of the Company or any of its Affiliates that such Person knows or reasonably should know to be Transaction Communications or, if any time after the Separation Date, upon the request of MetLife upon discovering that specified Transaction Communications are in the possession of the Company or any of its Affiliates after Separation, the Company hereby agrees to, and to cause its Affiliates to, reasonably promptly notify, and thereafter reasonably promptly (unless a request for specific Transaction Communications is made by MetLife, in which case, the Company shall promptly identify, and, once identified, immediately) return to MetLife or destroy (at MetLife’s option) such Transaction Communications. The Company and its Affiliates acknowledge and agree that any Transaction Communications that are known to be Transaction Communications (other than Transaction Communications that are also Counsel Communications) shall not be used for any purpose and shall be maintained separately from the Company’s records and kept strictly confidential. Upon notification by MetLife that any specified materials constitute Transaction Communications, the Company and its Affiliates shall, as soon as commercially practicable and at MetLife’s expense, return to MetLife or destroy (at MetLife’s option) such Transaction Communications as provided for herein. The obligation to return or destroy Transaction Communications set forth in this paragraph shall not apply to Transaction Communications that are also Counsel Communications, as to which the Company and its Affiliates shall take all action appropriate to maintain the joint privilege. (b) The Company hereby agrees that all privileged communications (other than any Transaction Communications) in any form or format whatsoever between or among MetLife, any other member of the MetLife Group, any member of the Company Group, or any of their respective officers, directors, employees, agents or representatives Affiliates in connection with any matters related to this Agreement and their counsel (whether internal or outside)the Contemplated Transactions, including any Counsel CommunicationsAction or obligation arising out of or relating to this Agreement or the Contemplated Transactions notwithstanding any representation by Xxxx, that relate Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, Macfarlanes LLP, Xxxxxxxx & Xxxxxxxx LLP or in-house counsel prior to the negotiation, documentation and consummation of this Agreement, the Distribution, or any associated or affiliated transactions contemplated thereby or preliminary thereto, including agreements related thereto not set forth on Schedule 4.6 (the “Joint Privileged Communications”) shall remain privileged after the Separation Date, and any privilege attaching thereto, and the expectation of client confidence relating thereto shall belong jointly to MetLife or the other members Closing Date of the MetLife Group or their employees, as applicable, Sold Companies and the Company or any other members of the Company Group or their employees, as applicable. The Company agrees that it will not, and will cause each of its Affiliates not to, assert or use any Joint Privilege Communications or, to the extent applicable, the Transaction Communications for the purpose of asserting, prosecuting, or litigating any claim against MetLife or any of its Affiliates or otherwise in a manner adverse to MetLife or any of its AffiliatesSold Subsidiaries.

Privilege. (a) The Company hereby Seller acknowledges that the Acquired Assets include all attorney work-product protections, attorney-client privileges and other legal protections and privileges to which Seller may be entitled in connection with any of the Acquired Assets or Assumed Liabilities. Seller is not waiving, and will not be deemed to have waived or diminished, any of its attorney work-product protections, attorney-client privileges or similar protections or privileges as a result of the disclosure of information to Buyer and its Representatives in connection with this Agreement and the Transactions contemplated by this Agreement. Seller and Buyer (a) share a common legal and commercial interest in all of the information and communications that may be subject to such protections and privileges, (b) are or may become joint defendants in Proceedings to which such protections and privileges may relate and (c) intend that such protections and privileges remain intact should either Party become subject to any actual or threatened Proceeding to which such information or communications relate. Seller agrees that it and its Affiliates will have no right or power after the Closing Date to assert or waive any such protection or privilege included in the Acquired Assets. Seller will take any actions reasonably requested by Buyer, at the sole cost and expense of Buyer unless Buyer is entitled to indemnification therefor under the provisions of Article VIII, in order to permit Buyer to preserve and assert any such protection or privilege included in the Acquired Assets. (b) Notwithstanding the foregoing, all privileged communications in any form or format whatsoever between or among MetLifethe Seller, any on the one hand, and Seller’s legal counsel, on the other member of the MetLife Grouphand, any member of the Company Group, or any of their respective officers, directors, employees, agents or representatives and their counsel (whether internal or outside), that relate relating to the negotiation, documentation preparation, execution and consummation delivery of this Agreement and the documents set forth on Schedule 4.6 consummation of the transactions contemplated hereby (the “Transaction Privileged Communications”) shall remain be deemed to be attorney-client privileged after the Separation Date, and that the Transaction Communications, any privilege attaching thereto, and the expectation of client confidence relating thereto shall belong solely to MetLife or the other members of the MetLife Group or their employees, as applicable, and not the Company or any other members of the Company Group or their employees, Seller and shall not pass to or be claimed by Buyer. Accordingly, Buyer shall not have access to any Privileged Communications or to the Company or any other members files of Seller’s legal counsel relating to such engagement from and after Closing. Without limiting the generality of the Company Group or their employeesforegoing, except that from and after the Closing, (i) the Seller (and not Buyer) shall be the sole holders of the attorney-client privilege with respect to communications prior such engagement, and Buyer shall not be a holder thereof, (ii) to the Separation Date solely between the Company or any other member extent that files of the Company GroupSeller’s legal counsel in respect of such engagement constitute property of the client, only the Seller (and not Buyer) shall hold such property rights and (iii) the Seller’s legal counsel shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Buyer. Notwithstanding the foregoing, in the event that a dispute arises between Buyer or its Affiliates, on the one hand, and Debevoise & Xxxxxxxx LLP, Ropes & Xxxx LLP or Sidley Austin LLP (a third party other than the “Counsel Communications”)Seller, on the other hand, Buyer and its Affiliates may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; provided, however, that neither Buyer nor any of its Affiliates may waive such privilege attaching thereto, and without the expectation of client confidence relating thereto, shall belong jointly to MetLife or the other members prior written consent of the MetLife Group Seller, which consent shall not be unreasonably withheld, conditioned or their employees, as applicable, and the Company or any other members of the Company Group or their employees, as applicabledelayed. In addition, the Company agrees event that the transfer of Assets by MetLife Buyer or any of its Affiliates is required by Law to the Company under this Agreement, the Distribution, access or any associated obtain a copy of all or affiliated transactions contemplated thereby or preliminary thereto, shall not constitute, and the Company (on behalf of itself and its Affiliates) agrees not to assert that such transfer constitutes, a waiver of any privilege attaching to the Transaction Communications. The Company agrees that it will not, and will cause each of its Affiliates not to, assert or use any Transaction Communications (including, without limitation, any Counsel Communications) in its or their possession after the Separation Date for the purpose of asserting, prosecuting, or litigating any claim against MetLife or any of its Affiliates or otherwise in a manner adverse to MetLife or any of its Affiliates. From and after the Separation Date, upon any legal personnel, manager or executive officer portion of the Company or any of its Affiliates becoming aware of the existence of Transaction Communications in the possession of the Company or any of its Affiliates that such Person knows or reasonably should know to be Transaction Communications or, if any time after the Separation Date, upon the request of MetLife upon discovering that specified Transaction Communications are in the possession of the Company or any of its Affiliates after Separation, the Company hereby agrees to, and to cause its Affiliates to, reasonably promptly notify, and thereafter reasonably promptly (unless a request for specific Transaction Communications is made by MetLife, in which case, the Company shall promptly identify, and, once identified, immediately) return to MetLife or destroy (at MetLife’s option) such Transaction Communications. The Company and its Affiliates acknowledge and agree that any Transaction Communications that are known to be Transaction Communications (other than Transaction Communications that are also Counsel Communications) shall not be used for any purpose and shall be maintained separately from the Company’s records and kept strictly confidential. Upon notification by MetLife that any specified materials constitute Transaction Communications, the Company and its Affiliates shall, as soon as commercially practicable and at MetLife’s expense, return to MetLife or destroy (at MetLife’s option) such Transaction Communications as provided for herein. The obligation to return or destroy Transaction Communications set forth in this paragraph shall not apply to Transaction Communications that are also Counsel Communications, as to which the Company and its Affiliates shall take all action appropriate to maintain the joint privilege. (b) The Company hereby agrees that all privileged communications (other than any Transaction Communications) in any form or format whatsoever between or among MetLife, any other member of the MetLife Group, any member of the Company Group, or any of their respective officers, directors, employees, agents or representatives and their counsel (whether internal or outside), including any Counsel Communications, that relate to the negotiation, documentation and consummation of this Agreement, the Distribution, or any associated or affiliated transactions contemplated thereby or preliminary thereto, including agreements related thereto not set forth on Schedule 4.6 (the “Joint Privileged Communications”) shall remain privileged after the Separation Date, and any privilege attaching thereto, and the expectation of client confidence relating thereto shall belong jointly to MetLife or the other members of the MetLife Group or their employees, as applicable, and the Company or any other members of the Company Group or their employees, as applicable. The Company agrees that it will not, and will cause each of its Affiliates not to, assert or use any Joint Privilege Communications or, to the extent applicable(x) permitted by applicable Law, and (y) advisable in the Transaction Communications for opinion of Buyer’s counsel, then Buyer shall immediately (and, in any event, within five (5) Days) notify the purpose of asserting, prosecuting, or litigating any claim against MetLife or any of its Affiliates or otherwise Seller in writing so that the Seller can seek a manner adverse to MetLife or any of its Affiliatesprotective order.

Privilege. (a) The Company hereby agrees that all privileged All communications in any form or format whatsoever between or among MetLifeXxxxxxx Procter LLP, on the one hand, and the Company, its Subsidiaries, the Securityholder Representative and/or any other member of the MetLife Group, any member of the Company GroupSecurityholder, or any of their respective directors, officers, directorsemployees or other representatives, employeeson the other hand, agents or representatives if and their counsel (whether internal or outside), that only if such communications primarily relate to (i) the negotiation, documentation and consummation of the Transactions or (ii) any dispute arising under this Agreement and Agreement, in the documents set forth on Schedule 4.6 case of either (i) or (ii), to the extent that they occur prior to the Closing Date (collectively, the “Transaction Privileged Communications”) shall remain be deemed to be attorney-client privileged after the Separation Date, and that the Transaction Communications, any privilege attaching thereto, and the expectation of client confidence relating thereto shall belong solely to MetLife or the other members Securityholder Representative and the Securityholders, shall be controlled by the Securityholder Representative on behalf of the MetLife Group or their employees, as applicable, and not the Company or any other members of the Company Group or their employees, Securityholders and shall not pass to or be claimed by Buyer, the Company Surviving Corporation or any other members of its Subsidiaries. Notwithstanding the Company Group or their employeesforegoing, except in the event that with respect to communications prior to the Separation Date solely a dispute arises between the Company Buyer, the Surviving Corporation or any other member of the Company Groupits Subsidiaries, on the one hand, and Debevoise & Xxxxxxxx LLP, Ropes & Xxxx LLP a third party other than the Securityholder Representative or Sidley Austin LLP (the “Counsel Communications”)a Securityholder, on the other hand, the Buyer, the Surviving Corporation or its Subsidiaries may assert the attorney-client privilege to prevent the disclosure of the Privileged Communications to such third party; provided, however, that none of the Buyer, the Surviving Corporation or its Subsidiaries may waive such privilege without the prior written consent of the Securityholder Representative, which shall not be unreasonably withheld, conditioned or delayed. In the event that Buyer, the Surviving Corporation or any privilege attaching theretoSubsidiary of the Surviving Corporation is legally required by governmental order or otherwise legally required to access or obtain a copy of all or a portion of the Privileged Communications, to the extent (x) permitted by Law, and (y) advisable in the expectation opinion of Buyer’s counsel, then the Buyer shall immediately (and, in any event, within two (2) Business Days) notify the Securityholder Representative in writing (including by making specific reference to this Section) so that the Securityholder Representative can seek a protective order. (b) If and to the extent that files or other materials maintained by Xxxxxxx Xxxxxxx LLP consist of Privileged Communications and constitute property of its clients, only the Securityholder Representative and the Securityholders shall hold such property rights and Xxxxxxx Procter LLP shall have no duty to reveal or disclose any Privileged Communications by reason of any attorney-client confidence relating theretorelationship between Xxxxxxx Xxxxxxx LLP, shall belong jointly to MetLife or on the other members of the MetLife Group or their employees, as applicableone hand, and the Company or any its Subsidiaries, on the other members hand. For the avoidance of the Company Group or their employeesdoubt, as applicable. In addition, the Company agrees that the transfer of Assets by MetLife or any of its Affiliates to the Company under this Agreement, the Distribution, or any associated or affiliated transactions contemplated thereby or preliminary thereto, shall not constitute, and the Company (on behalf of itself and its AffiliatesSection 13.16(b) agrees not to assert that such transfer constitutes, a waiver of any privilege attaching to the Transaction Communications. The Company agrees that it will not, and will cause each of its Affiliates not to, assert or use any Transaction Communications (including, without limitation, any Counsel Communications) in its or their possession after the Separation Date for the purpose of asserting, prosecuting, or litigating any claim against MetLife or any of its Affiliates or otherwise in a manner adverse to MetLife or any of its Affiliates. From and after the Separation Date, upon any legal personnel, manager or executive officer of the Company or any of its Affiliates becoming aware of the existence of Transaction Communications in the possession of the Company or any of its Affiliates that such Person knows or reasonably should know to be Transaction Communications or, if any time after the Separation Date, upon the request of MetLife upon discovering that specified Transaction Communications are in the possession of the Company or any of its Affiliates after Separation, the Company hereby agrees to, and to cause its Affiliates to, reasonably promptly notify, and thereafter reasonably promptly (unless a request for specific Transaction Communications is made by MetLife, in which case, the Company shall promptly identify, and, once identified, immediately) return to MetLife or destroy (at MetLife’s option) such Transaction Communications. The Company and its Affiliates acknowledge and agree that any Transaction Communications that are known to be Transaction Communications (other than Transaction Communications that are also Counsel Communications) shall not be used for any purpose and shall be maintained separately from the Company’s records and kept strictly confidential. Upon notification by MetLife that any specified materials constitute Transaction Communications, the Company and its Affiliates shall, as soon as commercially practicable and at MetLife’s expense, return to MetLife or destroy (at MetLife’s option) such Transaction Communications as provided for herein. The obligation to return or destroy Transaction Communications set forth in this paragraph shall does not apply to Transaction Communications any portion of such files or other materials that are also Counsel Communications, as to which the Company and its Affiliates shall take all action appropriate to maintain the joint privilege. (b) The Company hereby agrees that all privileged communications (other than any Transaction Communications) in any form or format whatsoever between or among MetLife, any other member do not consist of the MetLife Group, any member of the Company Group, or any of their respective officers, directors, employees, agents or representatives and their counsel (whether internal or outside), including any Counsel Communications, that relate to the negotiation, documentation and consummation of this Agreement, the Distribution, or any associated or affiliated transactions contemplated thereby or preliminary thereto, including agreements related thereto not set forth on Schedule 4.6 (the “Joint Privileged Communications”) shall remain privileged after the Separation Date, and any privilege attaching thereto, and the expectation of client confidence relating thereto shall belong jointly to MetLife or the other members of the MetLife Group or their employees, as applicable, and the Company or any other members of the Company Group or their employees, as applicable. The Company agrees that it will not, and will cause each of its Affiliates not to, assert or use any Joint Privilege Communications or, to the extent applicable, the Transaction Communications for the purpose of asserting, prosecuting, or litigating any claim against MetLife or any of its Affiliates or otherwise in a manner adverse to MetLife or any of its Affiliates.

Privilege. (a) The Company hereby agrees Parties recognize that the members of their respective Groups possess information previously developed and legally protected from disclosure under legal privileges, such as the attorney-client privilege or work product exemption and other concepts of legal privilege (“Privilege”). The Parties recognize that, except as specified in this Section 3.9, each Party shall be entitled to the Privilege with respect to its privileged information and that each shall be entitled to maintain and use for its own benefit all privileged communications such information, and both Parties shall ensure that such information is maintained so as to protect the Privilege to the fullest extent. With respect to matters relating to the SGI Business, SGI shall have sole authority in perpetuity to determine whether to assert or waive any form or format whatsoever between or among MetLife, any other member all of the MetLife GroupPrivilege, and A-Xxxx shall not take any member action (nor permit any of its Subsidiaries to take action) that could reveal Privileged Information of SGI without the prior written consent of SGI. With respect to matters solely relating to the A‑Xxxx Business, A-Xxxx shall have sole authority in perpetuity to determine whether to assert or waive any or all of the Company GroupPrivilege, and SGI shall take no action (or permit any of its Subsidiaries to take action) that could reveal Privileged Information of A-Xxxx without the prior written consent of A-Xxxx. The rights and obligations created by this Section 3.9 will apply to all Confidential Information as to which the Parties or their respective Subsidiaries would be entitled to assert or has asserted a Privilege without regard to the effect, if any, of the Distribution (“Privileged Information”), except that upon request of a government enforcement agency investigating SGI, A-Xxxx, or any of their respective officersSubsidiaries, directors, employees, agents or representatives and their counsel (whether internal or outside), that relate then SGI shall have the sole right to the negotiation, documentation and consummation of this Agreement and the documents set forth on Schedule 4.6 (the “Transaction Communications”) shall remain privileged after the Separation Date, and that the Transaction Communications, any waive privilege attaching theretoregarding pre-Distribution Privileged Information, and the expectation consent of client confidence relating thereto shall belong solely to MetLife A-Xxxx or the other members of the MetLife Group or their employees, as applicable, and not the Company or any other members of the Company Group or their employees, and shall not pass to or be claimed by the Company or any other members of the Company Group or their employees, except that with respect to communications prior to the Separation Date solely between the Company or any other member of the Company Group, on the one hand, and Debevoise & Xxxxxxxx LLP, Ropes & Xxxx LLP or Sidley Austin LLP (the “Counsel Communications”), on the other hand, any privilege attaching thereto, and the expectation of client confidence relating thereto, shall belong jointly to MetLife or the other members of the MetLife Group or their employees, as applicable, and the Company or any other members of the Company Group or their employees, as applicable. In addition, the Company agrees that the transfer of Assets by MetLife or any of its Affiliates to the Company under this Agreement, the Distribution, or any associated or affiliated transactions contemplated thereby or preliminary thereto, shall not constitute, and the Company (on behalf of itself and its Affiliates) agrees not to assert that such transfer constitutes, a waiver of any privilege attaching to the Transaction Communications. The Company agrees that it will not, and will cause each of its Affiliates not to, assert or use any Transaction Communications (including, without limitation, any Counsel Communications) in its or their possession after the Separation Date for the purpose of asserting, prosecuting, or litigating any claim against MetLife or any of its Affiliates or otherwise in a manner adverse to MetLife or any of its Affiliates. From and after the Separation Date, upon any legal personnel, manager or executive officer of the Company or any of its Affiliates becoming aware of the existence of Transaction Communications in the possession of the Company or any of its Affiliates that such Person knows or reasonably should know to be Transaction Communications or, if any time after the Separation Date, upon the request of MetLife upon discovering that specified Transaction Communications are in the possession of the Company or any of its Affiliates after Separation, the Company hereby agrees to, and to cause its Affiliates to, reasonably promptly notify, and thereafter reasonably promptly (unless a request for specific Transaction Communications is made by MetLife, in which case, the Company shall promptly identify, and, once identified, immediately) return to MetLife or destroy (at MetLife’s option) such Transaction Communications. The Company and its Affiliates acknowledge and agree that any Transaction Communications that are known to be Transaction Communications (other than Transaction Communications that are also Counsel Communications) Subsidiaries shall not be used for any purpose and required, but SGI shall be maintained separately from the Company’s records and kept strictly confidential. Upon notification by MetLife that any specified materials constitute Transaction Communications, the Company and give advance written notice to A-Xxxx or its Affiliates shall, as soon as commercially practicable and at MetLife’s expense, return to MetLife or destroy (at MetLife’s option) such Transaction Communications as provided for herein. The obligation to return or destroy Transaction Communications set forth in this paragraph shall not apply to Transaction Communications that are also Counsel Communications, as to which the Company and its Affiliates shall take all action appropriate to maintain the joint privilegeSubsidiaries. (b) The Company hereby agrees Upon receipt by a Party of any subpoena, discovery or other request from any third Person that all privileged communications (other than any Transaction Communications) in any form calls for the production or format whatsoever between or among MetLife, any other member disclosure of Privileged Information of the MetLife Groupother Party, any member the receiving Party shall promptly notify the other Party of the Company Group, or any of their respective officers, directors, employees, agents or representatives and their counsel (whether internal or outside), including any Counsel Communications, that relate to the negotiation, documentation and consummation of this Agreement, the Distribution, or any associated or affiliated transactions contemplated thereby or preliminary thereto, including agreements related thereto not set forth on Schedule 4.6 (the “Joint Privileged Communications”) shall remain privileged after the Separation Date, and any privilege attaching thereto, and the expectation of client confidence relating thereto shall belong jointly to MetLife or the other members existence of the MetLife Group or their employees, as applicable, and the Company or any other members of the Company Group or their employees, as applicable. The Company agrees that it will not, and will cause each of its Affiliates not to, assert or use any Joint Privilege Communications or, request to the extent applicable, permitted by law and shall provide the Transaction Communications for other Party a reasonable opportunity to review the purpose of asserting, prosecuting, Privileged Information and to assert any rights it may have under Section 3.2 or litigating any claim against MetLife or any of its Affiliates this Section 3.9 or otherwise in a manner adverse to MetLife prevent the production or any disclosure of its AffiliatesPrivileged Information.

Privilege. (a) The Buyer, on behalf of itself and its Affiliates (including the Company Group following the Closing) (collectively, the “Buyer Affiliate Parties”), hereby waives, and agrees not to allege, any claim that Xxxxxxx, Arps, Slate, Xxxxxxx & Xxxx LLP (the “Law Firm”) has a conflict of interest or is otherwise prohibited from representing a Seller or any of its Affiliates, directors, officers, employees, agents, auditors and representatives (“Seller Related Parties”) in any post-Closing matter or dispute with any of the Buyer Affiliate Parties related to or arising under this Agreement (including the negotiation hereof) or the transactions contemplated hereby, even though the interests of one or more of the Seller Related Parties in such matter or dispute may be directly adverse to the interests of one or more of the Buyer Affiliate Parties. (b) Buyer, on behalf of itself and all other Buyer Affiliate Parties, acknowledges and agrees that all privileged communications in any form or format whatsoever between or among MetLife, any other member of the MetLife Group, any member of the Company Group, or any of their respective officers, directors, employees, agents or representatives ’s attorney-client privilege and their counsel (whether internal or outside), that relate to the negotiation, documentation and consummation of this Agreement and the documents set forth on Schedule 4.6 (the “Transaction Communications”) shall remain privileged after the Separation Date, and that the Transaction Communications, any privilege attaching thereto, and the expectation of client confidence relating thereto shall belong solely to MetLife or the other members of the MetLife Group or their employees, as applicable, and not the Company or any other members of the Company Group or their employees, and shall not pass to or be claimed by the Company or any other members of the Company Group or their employees, except that attorney work-product protection with respect to communications prior to all pre-Closing communications, information and documentation between and among the Separation Date solely between Law Firm, on the Company or one hand, and any other member of the Company Group, on the other hand, relating to the provision of legal advice in respect of the transactions contemplated hereby (such communications, the “Privileged Transaction Communications”) be retained and controlled by the Sellers, and may be waived only by the Sellers. Xxxxx and each Seller acknowledges and agrees that (i) the foregoing attorney-client privilege and work product protection shall not be controlled, owned, used, waived or claimed by any Buyer Affiliate Party upon consummation of the Closing; and (ii) in the event of a dispute between any Buyer Affiliate Party, on the one hand, and Debevoise & Xxxxxxxx LLP, Ropes & Xxxx LLP or Sidley Austin LLP (the “Counsel Communications”)a third party, on the other hand, any privilege attaching thereto, and the expectation of client confidence relating thereto, shall belong jointly to MetLife or the other members of the MetLife Group or their employees, as applicable, and the Company or any other members of the circumstance in which such a third party requests or demands that a Buyer Affiliate Party Company Group or their employeesproduce Privileged Transaction Communications, as applicable. In addition, the Company agrees that the transfer of Assets by MetLife or any of its Affiliates to the Company under this Agreement, the Distribution, or any associated or affiliated transactions contemplated thereby or preliminary thereto, shall not constituteBuyer shall, and shall cause the Company (other Buyer Affiliate Parties, to assert such attorney-client privilege on behalf of itself and its Affiliates) agrees not the Seller Related Parties to assert that prevent disclosure of privileged materials or attorney work product to such transfer constitutes, a waiver of any privilege attaching to third party. Notwithstanding the Transaction Communications. The Company agrees that it will not, and will cause each of its Affiliates not to, assert or use any Transaction Communications (including, without limitation, any Counsel Communications) in its or their possession after the Separation Date for the purpose of asserting, prosecuting, or litigating any claim against MetLife or any of its Affiliates or otherwise in a manner adverse to MetLife or any of its Affiliates. From and after the Separation Date, upon any legal personnel, manager or executive officer of the Company or any of its Affiliates becoming aware of the existence of Transaction Communications in the possession of the Company or any of its Affiliates that such Person knows or reasonably should know to be Transaction Communications or, if any time after the Separation Date, upon the request of MetLife upon discovering that specified Transaction Communications are in the possession of the Company or any of its Affiliates after Separationforegoing, the Company hereby agrees to, and to cause its Affiliates to, reasonably promptly notify, and thereafter reasonably promptly (unless a request for specific Transaction Communications is made by MetLife, in which case, the Company shall promptly identify, and, once identified, immediately) return to MetLife or destroy (at MetLife’s option) such Transaction Communications. The Company and its Affiliates acknowledge and parties agree that any Transaction Communications that are known to be Transaction Communications (other than Transaction Communications that are also Counsel Communicationsthe protections afforded by this Section 15.17(b) shall not be used for considered, and is not, a waiver by Buyer of any purpose attorney-client privilege that Buyer may have over the Privileged Transaction Communications as against any third party other than the Seller Related Parties. In the event of a dispute between any Buyer Affiliate Party, on the one hand, and shall be maintained separately from a third party other than any Seller Related Party, on the Company’s records and kept strictly confidential. Upon notification other hand, Xxxxx may assert the attorney-client privilege to prevent disclosure of any Privileged Transaction Communications to such third party. (c) Notwithstanding anything to the contrary set forth in this Section 15.17, in the event that the Buyer is required or requested under Applicable Law (including by MetLife that governmental order, other order or request of a tribunal of competent jurisdiction, or by request or order of any specified materials constitute Governmental Entity) to produce or disclose any Privileged Transaction Communications, the Company and its Affiliates shallBuyer shall be entitled to so produce or disclose such Privileged Transaction Communications, provided that, as soon as commercially reasonably practicable and at MetLife’s expense, return to MetLife following such a request or destroy (at MetLife’s option) such Transaction Communications as provided for herein. The obligation to return or destroy Transaction Communications set forth in this paragraph shall not apply to Transaction Communications that are also Counsel Communications, as to which the Company and its Affiliates shall take all action appropriate to maintain the joint privilege. (b) The Company hereby agrees that all privileged communications (other than any Transaction Communications) in any form or format whatsoever between or among MetLife, any other member of the MetLife Group, any member of the Company Group, or any of their respective officers, directors, employees, agents or representatives and their counsel (whether internal or outside), including any Counsel Communications, that relate to the negotiation, documentation and consummation of this Agreementorder, the Distribution, or any associated or affiliated transactions contemplated thereby or preliminary thereto, including agreements related thereto not set forth on Schedule 4.6 (the “Joint Privileged Communications”) shall remain privileged after the Separation Date, and any privilege attaching thereto, and the expectation of client confidence relating thereto shall belong jointly to MetLife or the other members of the MetLife Group or their employees, as applicable, and the Company or any other members of the Company Group or their employees, as applicable. The Company agrees that it will not, and will cause each of its Affiliates not to, assert or use any Joint Privilege Communications orBuyer shall, to the extent applicableso permitted, notify the Sellers in writing and afford the Seller Related Parties, at their sole cost and expense, a reasonable opportunity to seek such remedy as may be available to the Seller Related Parties to prevent the production or disclosure of, or access to, any Privileged Transaction Communications for or maintain the purpose confidentiality of assertingany Privileged Transaction Communications, prosecuting, or litigating any claim against MetLife or any of and the Buyer shall and shall cause its Affiliates or otherwise to reasonably cooperate with the Seller Related Parties, at the Seller Related Parties’ sole cost and expense, as reasonably requested, and to the extent permitted by Applicable Law, in a manner adverse to MetLife or any of its Affiliatesconnection therewith.

Privilege. Buyer hereby agrees, on its own behalf and on behalf of its controlled Affiliates, that, following the Closing, Dxxxxx Gxxxxxx PLLC (“Seller Group’s Counsel”) may serve as counsel to the Seller, Parent and their respective Affiliates in connection with the negotiation and documentation of this Agreement and the Ancillary Documents or the transactions contemplated hereby or thereby, including any litigation, claim or obligation arising out of or relating to this Agreement or the Ancillary Documents, the negotiation, performance or subject matter hereof or thereof, notwithstanding any representation by Seller Group’s Counsel prior to the Closing Date. Buyer hereby agrees, on its own behalf and on behalf of its controlled Affiliates, (a) The Company hereby agrees to waive any claim they have or may have that all privileged communications Seller Group’s Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation on the basis that Seller Group’s Counsel represented Seller, Parent and their respective Affiliates prior to the Closing and (b) that, in the event that a dispute arises after the Closing between Buyer or any form or format whatsoever between or among MetLifeof its controlled Affiliates, any other member of on the MetLife Groupone hand, any member of and the Company GroupSeller, Parent or any of their respective officersAffiliates, directorson the other hand, employeesSeller Group’s Counsel may represent the Seller, agents Parent and/or any of their respective Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Buyer or representatives any of its controlled Affiliates and their counsel (whether internal even though Seller Group’s Counsel may have represented Seller in a matter substantially related to such dispute. Buyer, on behalf of itself and its controlled Affiliates also further agrees that, as to all communications to or outside)from Seller Group’s Counsel, that relate to on the negotiation, documentation and consummation of this Agreement and the documents set forth on Schedule 4.6 (the “Transaction Communications”) shall remain privileged after the Separation Date, and that the Transaction Communications, any privilege attaching theretoone hand, and the expectation of Seller, Parent or their respective Affiliates and their respective Representatives, on the other hand, that occurred prior to the Closing and are entitled to the protections afforded by attorney-client confidence relating thereto shall privilege, the attorney-client privilege belongs and will belong solely to MetLife or the other members of the MetLife Group Seller, Parent or their employees, as applicable, respective Affiliates and not the Company or any other members of the Company Group or their employees, respective Representatives and shall will not pass to or be claimed by the Company Buyer or its controlled Affiliates. None of Buyer or any other members of its controlled Affiliates may access, use or rely upon any communications described in the Company Group immediately preceding sentence in any dispute against or involving the Seller, Parent or their employees, except respective Affiliates. Buyer acknowledges that it has consulted with independent counsel of its own choosing with respect to communications prior the meaning and effect of this Section 9.14. Seller Group’s Counsel is an express intended third party beneficiary of this Agreement for purposes of this Section 9.14, and may enforce the same. This Section 9.14 will survive the Closing and will remain in effect indefinitely. Notwithstanding anything to the Separation Date solely contrary herein, in the event that a dispute arises between the Company Buyer or any other member of the Company Groupits respective controlled Affiliates or Representatives, on the one hand, and Debevoise & Xxxxxxxx LLP, Ropes & Xxxx LLP or Sidley Austin LLP (the “Counsel Communications”)a third party, on the other hand, any privilege attaching theretoafter the Closing, and the expectation of client confidence relating thereto, shall belong jointly to MetLife or the other members of the MetLife Group or their employees, as applicable, and the Company or any other members of the Company Group or their employees, as applicable. In addition, the Company agrees that the transfer of Assets by MetLife or any of its Affiliates to the Company under this Agreement, the Distribution, or any associated or affiliated transactions contemplated thereby or preliminary thereto, shall not constitute, and the Company (on behalf of itself Buyer and its Affiliates) agrees not controlled Affiliates and Representatives may assert such aforementioned attorney-client privilege to assert that prevent disclosure of confidential communications to such transfer constitutes, a waiver of any privilege attaching to the Transaction Communications. The Company agrees that it will not, and will cause each of its Affiliates not to, assert or use any Transaction Communications (including, without limitation, any Counsel Communications) in its or their possession after the Separation Date for the purpose of asserting, prosecuting, or litigating any claim against MetLife or any of its Affiliates or otherwise in a manner adverse to MetLife or any of its Affiliates. From and after the Separation Date, upon any legal personnel, manager or executive officer of the Company or any of its Affiliates becoming aware of the existence of Transaction Communications in the possession of the Company or any of its Affiliates that such Person knows or reasonably should know to be Transaction Communications or, if any time after the Separation Date, upon the request of MetLife upon discovering that specified Transaction Communications are in the possession of the Company or any of its Affiliates after Separation, the Company hereby agrees to, and to cause its Affiliates to, reasonably promptly notify, and thereafter reasonably promptly (unless a request for specific Transaction Communications is made by MetLife, in which case, the Company shall promptly identify, and, once identified, immediately) return to MetLife or destroy (at MetLife’s option) such Transaction Communications. The Company and its Affiliates acknowledge and agree that any Transaction Communications that are known to be Transaction Communications (other than Transaction Communications that are also Counsel Communications) shall not be used for any purpose and shall be maintained separately from the Company’s records and kept strictly confidential. Upon notification by MetLife that any specified materials constitute Transaction Communications, the Company and its Affiliates shall, as soon as commercially practicable and at MetLife’s expense, return to MetLife or destroy (at MetLife’s option) such Transaction Communications as provided for herein. The obligation to return or destroy Transaction Communications set forth in this paragraph shall not apply to Transaction Communications that are also Counsel Communications, as to which the Company and its Affiliates shall take all action appropriate to maintain the joint privilegethird party. (b) The Company hereby agrees that all privileged communications (other than any Transaction Communications) in any form or format whatsoever between or among MetLife, any other member of the MetLife Group, any member of the Company Group, or any of their respective officers, directors, employees, agents or representatives and their counsel (whether internal or outside), including any Counsel Communications, that relate to the negotiation, documentation and consummation of this Agreement, the Distribution, or any associated or affiliated transactions contemplated thereby or preliminary thereto, including agreements related thereto not set forth on Schedule 4.6 (the “Joint Privileged Communications”) shall remain privileged after the Separation Date, and any privilege attaching thereto, and the expectation of client confidence relating thereto shall belong jointly to MetLife or the other members of the MetLife Group or their employees, as applicable, and the Company or any other members of the Company Group or their employees, as applicable. The Company agrees that it will not, and will cause each of its Affiliates not to, assert or use any Joint Privilege Communications or, to the extent applicable, the Transaction Communications for the purpose of asserting, prosecuting, or litigating any claim against MetLife or any of its Affiliates or otherwise in a manner adverse to MetLife or any of its Affiliates.

Privilege. (a) The Company hereby agrees that all privileged communications in any form or format whatsoever between or among MetLife, any other member of the MetLife Group, any member of the Company Group, or any of their respective officers, directors, employees, agents or representatives and their counsel (whether internal or outside), that relate to the negotiation, documentation and consummation of this Agreement and Agreement, the documents set forth on Schedule 4.6 Distribution, or any associated or affiliated transactions contemplated thereby or preliminary thereto (the “Transaction Communications”) shall remain privileged after the Separation Date, and that the Transaction Communications, any privilege attaching thereto, and the expectation of client confidence relating thereto shall belong solely to MetLife or the other members of the MetLife Group or their employees, as applicable, and not the Company or any other members of the Company Group or their employees, and shall not pass to or be claimed by the Company or any other members of the Company Group or their employees, except that with respect to communications prior to the Separation Date solely between the Company or any other member of the Company Group, on the one hand, and Debevoise & Xxxxxxxx LLP, Ropes & Xxxx LLP or Sidley Austin LLP (the “Counsel Communications”), on the other hand, any privilege attaching thereto, and the expectation of client confidence relating thereto, shall belong jointly to MetLife or the other members of the MetLife Group or their employees, as applicable, and the Company or any other members of the Company Group or their employees, as applicable. In addition, the Company agrees that the transfer of Assets by MetLife or any of its Affiliates to the Company under this Agreement, the Distribution, or any associated or affiliated transactions contemplated thereby or preliminary thereto, shall not constitute, and the Company (on behalf of itself and its Affiliates) agrees not to assert that such transfer constitutes, a waiver of any privilege attaching to the Transaction Communications. The Company agrees that it will not, and will cause each of its Affiliates not to, assert or use any Transaction Communications (including, without limitation, any Counsel Communications) in its or their possession after the Separation Date for the purpose of asserting, prosecuting, or litigating any claim against MetLife or any of its Affiliates or otherwise in a manner adverse to MetLife or any of its AffiliatesAffiliates any Transaction Communications that are in the possession of the Company or any of its Subsidiaries after Separation. From and after the Separation Date, upon any legal personnel, manager or executive officer of the Company or any of its Affiliates becoming aware of the existence of Transaction Communications in the possession of the Company or any of its Affiliates that such Person knows or reasonably should know to be Transaction Communications or, if any time after the Separation Date, upon the request of MetLife upon discovering that specified Transaction Communications are in the possession of the Company or any of its Affiliates after Separation, the Company hereby agrees to, and to cause its Affiliates to, reasonably promptly notify, and thereafter reasonably promptly (unless a request for specific Transaction Communications is made by MetLife, in which case, the Company shall promptly identify, and, once identified, immediately) return to MetLife or destroy (at MetLife’s option) such Transaction Communications. The Company and its Affiliates acknowledge and agree that any Transaction Communications that are known to be Transaction Communications (other than Transaction Communications that are also Counsel Communications) shall not be used for any purpose and shall be maintained separately from the Company’s records and kept strictly confidential. Upon notification by MetLife that any specified materials constitute Transaction Communications, the Company and its Affiliates shall, as soon as commercially practicable and practicable, cease to use such Transaction Communications and, at MetLife’s expense, return to MetLife or destroy (at MetLife’s option) such Transaction Communications as provided for herein. The obligation to return or destroy Transaction Communications set forth in this paragraph shall not apply to Transaction Communications that are also Counsel Communications, as to which the Company and its Affiliates shall take all action appropriate to maintain the joint privilege. (b) The Company hereby agrees that all privileged communications (other than any Transaction Communications) in any form or format whatsoever between or among MetLife, any other member of the MetLife Group, any member of the Company Group, or any of their respective officers, directors, employees, agents or representatives and their counsel (whether internal or outside), including any Counsel Communications, that relate to the negotiation, documentation and consummation of this Agreement, the Distribution, or any associated or affiliated transactions contemplated thereby or preliminary thereto, including agreements related thereto not set forth on Schedule 4.6 (the “Joint Privileged Communications”) shall remain privileged after the Separation Date, and any privilege attaching thereto, and the expectation of client confidence relating thereto shall belong jointly to MetLife or the other members of the MetLife Group or their employees, as applicable, and the Company or any other members of the Company Group or their employees, as applicable. The Company agrees that it will not, and will cause each of its Affiliates not to, assert or use any Joint Privilege Communications or, to the extent applicable, the Transaction Communications for the purpose of asserting, prosecuting, or litigating any claim against MetLife or any of its Affiliates or otherwise in a manner adverse to MetLife or any of its Affiliates.

Privilege. (a) The Company hereby Each of the parties hereto acknowledges and agrees that all privileged communications (i) Xxxxxx LLP (“Sellers’ Counsel”) has acted as counsel to the Company in any form or format whatsoever between or among MetLifevarious matters involving a range of issues and as counsel to the Company in connection with the negotiation of this Agreement and consummation of the Transactions, and (ii) except for the Company, Sellers’ Counsel has not acted as counsel for any other member person in connection with the Transactions and no other party or person has the status of a client of Sellers’ Counsel for conflict of interest or any other purpose as a result thereof. (b) None of Parent, Purchaser, Sub, the MetLife Group, any member of the Surviving Company Group, or any of their respective officers, directors, employees, agents or representatives and their counsel (whether internal or outside), subsidiaries shall assert that relate any communication occurring prior to the negotiation, documentation First Effective Time between Sellers’ Counsel (and consummation of this Agreement and the documents set forth on Schedule 4.6 (the “Transaction Communications”) shall remain privileged after the Separation Date, and that the Transaction Communications, any privilege attaching thereto, and the expectation of client confidence relating thereto shall belong solely other counsel to MetLife or the other members of the MetLife Group or their employees, as applicable, and not the Company or any other members of the a Company Group or their employees, and shall not pass to or be claimed by the Company or any other members of the Company Group or their employees, except that with respect to communications prior to the Separation Date solely between the Company or any other member of the Company GroupSubsidiary), on the one hand, and Debevoise & Xxxxxxxx LLPthe Company or a Company Subsidiary (including any one or more officers, Ropes & Xxxx LLP directors, employees or Sidley Austin LLP (Securityholder of the “Counsel Communications”Company or its Subsidiaries), on the other hand, any privilege attaching theretothat is attorney-client privileged, and the expectation of constitutes attorney work product or other attorney-client confidence relating thereto, shall belong jointly confidential information arising from communications related to MetLife or the other members arising out of the MetLife Group or their employeespreparation, as applicable, and the Company or any other members of the Company Group or their employees, as applicable. In addition, the Company agrees that the transfer of Assets by MetLife or any of its Affiliates to the Company under this Agreement, the Distribution, or any associated or affiliated transactions contemplated thereby or preliminary thereto, shall not constitute, and the Company (on behalf of itself and its Affiliates) agrees not to assert that such transfer constitutes, a waiver of any privilege attaching to the Transaction Communications. The Company agrees that it will not, and will cause each of its Affiliates not to, assert or use any Transaction Communications (including, without limitation, any Counsel Communications) in its or their possession after the Separation Date for the purpose of asserting, prosecuting, or litigating any claim against MetLife or any of its Affiliates or otherwise in a manner adverse to MetLife or any of its Affiliates. From and after the Separation Date, upon any legal personnel, manager or executive officer of the Company or any of its Affiliates becoming aware of the existence of Transaction Communications in the possession of the Company or any of its Affiliates that such Person knows or reasonably should know to be Transaction Communications or, if any time after the Separation Date, upon the request of MetLife upon discovering that specified Transaction Communications are in the possession of the Company or any of its Affiliates after Separation, the Company hereby agrees to, and to cause its Affiliates to, reasonably promptly notify, and thereafter reasonably promptly (unless a request for specific Transaction Communications is made by MetLife, in which case, the Company shall promptly identify, and, once identified, immediately) return to MetLife or destroy (at MetLife’s option) such Transaction Communications. The Company and its Affiliates acknowledge and agree that any Transaction Communications that are known to be Transaction Communications (other than Transaction Communications that are also Counsel Communications) shall not be used for any purpose and shall be maintained separately from the Company’s records and kept strictly confidential. Upon notification by MetLife that any specified materials constitute Transaction Communications, the Company and its Affiliates shall, as soon as commercially practicable and at MetLife’s expense, return to MetLife or destroy (at MetLife’s option) such Transaction Communications as provided for herein. The obligation to return or destroy Transaction Communications set forth in this paragraph shall not apply to Transaction Communications that are also Counsel Communications, as to which the Company and its Affiliates shall take all action appropriate to maintain the joint privilege. (b) The Company hereby agrees that all privileged communications (other than any Transaction Communications) in any form or format whatsoever between or among MetLife, any other member of the MetLife Group, any member of the Company Group, or any of their respective officers, directors, employees, agents or representatives and their counsel (whether internal or outside), including any Counsel Communications, that relate to the negotiation, documentation and consummation of this Agreement, the Distribution, or any associated or affiliated transactions contemplated thereby or preliminary thereto, including agreements related thereto not set forth on Schedule 4.6 Transactions (the “Joint Privileged Communications”) shall remain privileged after constitute attorney-client confidences that belong solely to the Separation DateCompany. Each of Parent, and any privilege attaching theretoPurchaser, Sub and the expectation of client confidence relating thereto shall belong jointly to MetLife or the other members Surviving Company (including on behalf of the MetLife Group or Company and its Subsidiaries) hereby acknowledges and agrees all Privileged Communications shall be deemed to be attorney-client confidences that belong solely to the Securityholders and their employees, as applicable, affiliates (and not the Company or its Subsidiaries). Following the First Effective Time, the Stockholder Representative and the Securityholders will be permitted to use Privileged Communications in connection with the defense of any claim by Parent or any other members of the Company Group or their employees, as applicableIndemnified Party under Article IX. The Company agrees that it will not, and will cause each of its Affiliates not to, assert or use any Joint Privilege Communications or, Notwithstanding anything to the extent applicablecontrary in this Agreement, (x) in the event that a dispute arises between Parent, the Transaction Communications for the purpose of asserting, prosecuting, or litigating any claim against MetLife Surviving Company or any of its Affiliates or otherwise in their respective Subsidiaries and a manner adverse to MetLife third party after the Closing, Parent, the Surviving Company or any of its Affiliatestheir respective Subsidiaries may assert the attorney-client privilege to prevent disclosure of any Privileged Communications by Sellers’ Counsel to such third party, (y) neither the Stockholder Representative nor any of the Securityholders or their respective affiliates may waive such attorney-client privilege or disclose such communications or files other than in connection with the enforcement or defense of their respective rights or obligations under this Agreement; and (z) none of the Securityholders or their respective affiliates may waive such privilege or exercise such property rights without the prior written consent of the Stockholder Representative, on behalf of all of the Securityholders.

Privilege. Recognizing that Cozen X’Xxxxxx (“Legal Counsel”) has acted as legal counsel to Company and Seller, and that Legal Counsel intends to act as legal counsel to Seller (in such capacity or in any other capacity) and their Affiliates after the Closing, (a) The Company Buyer hereby waives, on its own behalf and agrees to cause its Affiliates, including, after the Closing, Company, to waive, any conflicts that may arise in connection with Legal Counsel representing Seller and its Affiliates after the Closing and (b) Xxxxx hereby agrees that, in the event that all privileged communications in any form or format whatsoever a dispute arises between or among MetLifeBuyer or any of its Affiliates (including, after the Closing, Company) and Seller or any other member of its Affiliates (including, prior to the Closing, Company), each of the MetLife Group, Parties agrees that Legal Counsel may represent Seller and any member of its Affiliates in such dispute even though the Company Group, interests of Seller or any of their respective officersAffiliates may be directly adverse to Buyer or any of its Affiliates (including, directorsafter the Closing, employees, agents or representatives and their counsel (whether internal or outsideCompany), that relate and even though Legal Counsel may have represented Seller or any of its Affiliates in a matter substantially related to such dispute, or may be handling ongoing matters for Seller or any of its Affiliates. Buyer and Company hereby waive, on behalf of themselves and each of their respective Affiliates, any conflict of interest in connection with such representation by Legal Counsel. Xxxxx further agrees that, as to all communications between Legal Counsel and Company to the negotiation, documentation and consummation of this Agreement and extent related to the documents set forth on Schedule 4.6 (the “Transaction Communications”) shall remain privileged after the Separation DateContemplated Transactions, and that all attorney work product to the Transaction Communicationsextent related to the Contemplated Transactions, any privilege attaching theretothe attorney-client privilege, and the expectation of client confidence relating thereto shall and all other rights to any evidentiary privilege with respect thereto, belong solely to MetLife or the other members of the MetLife Group or their employees, as applicable, and not the Company or any other members of the Company Group or their employees, Seller and may be controlled by Seller and shall not pass to or be claimed by the Company Buyer or any other members of the Company Group or their employees, except that with respect to communications prior to the Separation Date solely between the Company or any other member of the Company Group, on the one hand, and Debevoise & Xxxxxxxx LLP, Ropes & Xxxx LLP or Sidley Austin LLP (the “Counsel Communications”), on the other hand, any privilege attaching thereto, and the expectation of client confidence relating thereto, shall belong jointly to MetLife or the other members of the MetLife Group or their employees, as applicable, and the Company or any other members of the Company Group or their employees, as applicable. In addition, the Company agrees that the transfer of Assets by MetLife or any of its Affiliates to the Company under this Agreement, the Distribution, or any associated or affiliated transactions contemplated thereby or preliminary thereto, shall not constitute, and the Company (on behalf of itself and its Affiliates) agrees not to assert that such transfer constitutes, a waiver of any privilege attaching to the Transaction CommunicationsCompany. The Company agrees that it will not, and will cause each of its Affiliates not to, assert or use any Transaction Communications (including, without limitation, any Counsel Communications) in its or their possession after the Separation Date for the purpose of asserting, prosecuting, or litigating any claim against MetLife or any of its Affiliates or otherwise in a manner adverse Parties agree to MetLife or any of its Affiliates. From and after the Separation Date, upon any legal personnel, manager or executive officer of the Company or any of its Affiliates becoming aware of the existence of Transaction Communications in the possession of the Company or any of its Affiliates that such Person knows or reasonably should know to be Transaction Communications or, if any time after the Separation Date, upon the request of MetLife upon discovering that specified Transaction Communications are in the possession of the Company or any of its Affiliates after Separation, the Company hereby agrees totake, and to cause its Affiliates to, reasonably promptly notify, and thereafter reasonably promptly (unless a request for specific Transaction Communications is made by MetLife, in which case, the Company shall promptly identify, and, once identified, immediately) return to MetLife or destroy (at MetLife’s option) such Transaction Communications. The Company and its Affiliates acknowledge and agree that any Transaction Communications that are known to be Transaction Communications (other than Transaction Communications that are also Counsel Communications) shall not be used for any purpose and shall be maintained separately from the Company’s records and kept strictly confidential. Upon notification by MetLife that any specified materials constitute Transaction Communications, the Company and its Affiliates shall, as soon as commercially practicable and at MetLife’s expense, return to MetLife or destroy (at MetLife’s option) such Transaction Communications as provided for herein. The obligation to return or destroy Transaction Communications set forth in this paragraph shall not apply to Transaction Communications that are also Counsel Communications, as to which the Company and its Affiliates shall take all action appropriate to maintain the joint privilege. (b) The Company hereby agrees that all privileged communications (other than any Transaction Communications) in any form or format whatsoever between or among MetLife, any other member of the MetLife Group, any member of the Company Group, or any of their respective officersAffiliates to take, directors, employees, agents or representatives and their counsel (whether internal or outside), including any Counsel Communications, that relate all reasonable steps necessary to implement the negotiation, documentation and consummation intent of this Agreement, the Distribution, or any associated or affiliated transactions contemplated thereby or preliminary thereto, including agreements related thereto not set forth on Schedule 4.6 (the “Joint Privileged Communications”) shall remain privileged after the Separation Date, and any privilege attaching thereto, and the expectation of client confidence relating thereto shall belong jointly to MetLife or the other members of the MetLife Group or their employees, as applicable, and the Company or any other members of the Company Group or their employees, as applicable. The Company agrees that it will not, and will cause each of its Affiliates not to, assert or use any Joint Privilege Communications or, to the extent applicable, the Transaction Communications for the purpose of asserting, prosecuting, or litigating any claim against MetLife or any of its Affiliates or otherwise in a manner adverse to MetLife or any of its AffiliatesSection 8.

Privilege. (a) The Company hereby agrees that all privileged communications Parties agree that, from and after the Closing (and in any form or format whatsoever between or among MetLifethe case of Seller, any other member of from the MetLife Groupdate hereof), any member of to the Company Groupextent permitted by Law, or any of their respective officersrights and obligations to maintain, directorspreserve, employees, agents assert or representatives waive any or all attorney-client and their counsel (whether internal or outside), that relate work product privileges belonging to any Party with respect to the negotiation, documentation and consummation of this Agreement Business and the documents set forth on Schedule 4.6 Purchased Assets, the Excluded Assets, the Assumed Liabilities and the Retained Liabilities (the collectively “Transaction CommunicationsPrivileges”) shall remain privileged be governed by the provisions of this ‎Section 5.13. From and after the Separation DateClosing (and in the case of Seller, and that from the Transaction Communicationsdate hereof), any privilege attaching thereto, and the expectation of client confidence relating thereto shall belong solely to MetLife or the other members of the MetLife Group or their employees, as applicable, and not the Company or any other members of the Company Group or their employees, and shall not pass to or be claimed by the Company or any other members of the Company Group or their employees, except that with respect to communications matters primarily relating to the Excluded Assets or the Retained Liabilities, and, notwithstanding the next sentence, with respect to all information of Seller and its Affiliates to the extent relating to the Sale Process (other than information to the extent not relating to the Sale Process but relating to the Business, the Purchased Assets, the Purchased Entities and their Subsidiaries or the Assumed Liabilities), Seller and its Affiliates shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and no Purchaser nor any of its Affiliates shall take any action without the prior written consent of Seller that would be reasonably likely to result in any waiver of any such Privilege that could be asserted by Seller or such Affiliate. From and after the Closing, with respect to matters primarily relating to the Business, Purchased Assets, the Purchased Entities and their Subsidiaries or the Assumed Liabilities, Purchasers shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Seller and its Affiliates shall take no action without the prior written consent of Purchasers that would be reasonably likely to result in any waiver of any such Privilege. Notwithstanding the foregoing sentence, Purchaser agrees not to take any action without the prior written consent of Seller that would be reasonably likely to result in any waiver of any Privilege with respect to matters arising prior to the Separation Date solely between Closing in relation to the Company Business, the Purchased Assets or the Assumed Liabilities. All information as to which Seller or any other member of the Company Groupits Affiliates, on the one hand, and Debevoise & Xxxxxxxx LLP, Ropes & Xxxx LLP or Sidley Austin LLP (the “Counsel Communications”)Purchasers or any of their Affiliates, on the other hand, any privilege attaching thereto, and the expectation would be entitled to assert or has asserted a Privilege pursuant to this ‎Section 5.13 is referred to as “Privileged Information”. Any waiver of client confidence relating thereto, shall belong jointly Privilege in relation to MetLife or the other members of the MetLife Group or their employees, as applicable, and the Company or any other members of the Company Group or their employees, as applicable. In addition, the Company agrees that the transfer of Assets by MetLife Privileged Information over which both Seller or any of its Affiliates to the Company under this Agreement, the Distribution, or any associated or affiliated transactions contemplated thereby or preliminary thereto, shall not constitute, and the Company (on behalf of itself and its Affiliates) agrees not to assert that such transfer constitutes, a waiver of any privilege attaching to the Transaction Communications. The Company agrees that it will not, and will cause each of its Affiliates not to, assert or use any Transaction Communications (including, without limitation, any Counsel Communications) in its or their possession after the Separation Date for the purpose of asserting, prosecuting, or litigating any claim against MetLife Purchasers or any of its their Affiliates are entitled to assert or otherwise have asserted a Privilege shall require the prior written consent of both Seller and Purchasers. (b) From and after the Closing (and in a manner adverse to MetLife the case of Seller, from the date hereof), upon (i) receipt by Seller or any of its Affiliates. From and after , on the Separation Dateone hand, upon any legal personnel, manager or executive officer of the Company or any of its Affiliates becoming aware of the existence of Transaction Communications in the possession of the Company or any of its Affiliates that such Person knows or reasonably should know to be Transaction Communications or, if any time after the Separation Date, upon the request of MetLife upon discovering that specified Transaction Communications are in the possession of the Company or any of its Affiliates after Separation, the Company hereby agrees to, and to cause its Affiliates to, reasonably promptly notify, and thereafter reasonably promptly (unless a request for specific Transaction Communications is made by MetLife, in which case, the Company shall promptly identify, and, once identified, immediately) return to MetLife or destroy (at MetLife’s option) such Transaction Communications. The Company and its Affiliates acknowledge and agree that any Transaction Communications that are known to be Transaction Communications (other than Transaction Communications that are also Counsel Communications) shall not be used for any purpose and shall be maintained separately from the Company’s records and kept strictly confidential. Upon notification by MetLife that any specified materials constitute Transaction Communications, the Company and its Affiliates shall, as soon as commercially practicable and at MetLife’s expense, return to MetLife or destroy (at MetLife’s option) such Transaction Communications as provided for herein. The obligation to return or destroy Transaction Communications set forth in this paragraph shall not apply to Transaction Communications that are also Counsel Communications, as to which the Company and its Affiliates shall take all action appropriate to maintain the joint privilege. (b) The Company hereby agrees that all privileged communications (other than any Transaction Communications) in any form or format whatsoever between or among MetLife, any other member of the MetLife Group, any member of the Company Group, Purchasers or any of their respective officersAffiliates, directorson the other hand, employeesof any subpoena, agents discovery or representatives and their counsel (whether internal other request from any third party that actually or outside), including any Counsel Communications, that relate to arguably calls for the negotiation, documentation and consummation production or disclosure of this Agreement, the DistributionPrivileged Information, or any associated or affiliated transactions contemplated thereby or preliminary thereto, including agreements related thereto not set forth on Schedule 4.6 (the “Joint Privileged Communications”ii) shall remain privileged after the Separation Date, and any privilege attaching thereto, and the expectation of client confidence relating thereto shall belong jointly to MetLife or the other members of the MetLife Group or their employees, as applicable, and the Company or any other members of the Company Group or their employees, as applicable. The Company agrees that it will not, and will cause each of its Affiliates not to, assert or use any Joint Privilege Communications or, to the extent applicable, the Transaction Communications for the purpose of asserting, prosecuting, or litigating any claim against MetLife or any of its Affiliates or otherwise in a manner adverse to MetLife Seller or any of its Affiliates, on the one hand, or Purchasers or any of their Affiliates, on the other hand, obtaining knowledge that any current or former employee has received any subpoena, discovery or other request from any third party that actually or arguably calls for the production or disclosure of Privileged Information, Seller or Purchasers, as the case may be, shall promptly notify the other of the existence of the applicable request and shall provide the other a reasonable opportunity to review such request and to assert any rights it may have under this ‎Section 5.13 or otherwise to prevent the production or disclosure of Privileged Information.

Privilege. (a) The Company Each of Seller and Buyer, for itself and its Affiliates, and its and its Affiliates’ respective successors and assigns, hereby irrevocably and unconditionally acknowledges and agrees that all attorney-client privileged communications between any Seller Party and their respective current or former Affiliates or Representatives (in any form or format whatsoever between or among MetLifeeach case, any other member of the MetLife Group, any member of the Company Group, or including any of their respective directors, officers, directors, employees, agents or representatives employees and contractors) and their counsel (whether internal or outside)counsel, that relate to including White & Case LLP, Cxxxx y Cía. Ltda. and Blake, Cxxxxxx & Gxxxxxx LLP, made before the consummation of the Closing in connection with the negotiation, documentation preparation, execution, delivery and consummation of this Closing under any Transaction Agreement and the documents set forth on Schedule 4.6 or any Transaction Dispute (the “Transaction Privileged Communications”) shall remain privileged continue after the Separation Date, and that the Transaction Communications, any privilege attaching thereto, and the expectation of client confidence relating thereto shall belong solely Closing to MetLife or the other members of the MetLife Group or their employees, as applicable, and not the Company or any other members of the Company Group or their employees, be privileged communications with such counsel and shall not pass be subject to or be claimed by the Company or any other members of the Company Group or their employees, except that with respect to communications prior to the Separation Date solely a shared privilege between the Company or any other member of the Company GroupSeller Parties, on the one hand, and Debevoise & Xxxxxxxx LLP, Ropes & Xxxx LLP or Sidley Austin LLP (the “Counsel Communications”)Transferred Entities, on the other hand, any privilege attaching thereto, . The Seller Parties and the expectation of client confidence relating thereto, Transferred Entities shall belong jointly have equal right to MetLife or assert all such shared privileges in connection with privileged information under any Law and no such shared privilege may be waived after the other members Closing by any of the MetLife Group or their employees, as applicable, and the Company Seller Parties or any other members of their Affiliates without the Company Group prior written consent of Buyer; provided, however, that neither Buyer nor any of its Affiliates may waive such shared privilege or their employees, as applicableaccess any Privileged Communication without the prior written consent of Seller. In addition, the Company agrees event that the transfer of Assets by MetLife Buyer or any of its Affiliates are legally required by any Law or Order to the Company under this Agreement, the Distribution, or produce any associated or affiliated transactions contemplated thereby or preliminary thereto, shall not constitute, and the Company (on behalf of itself and its Affiliates) agrees not to assert that such transfer constitutes, a waiver of any privilege attaching to the Transaction Communications. The Company agrees that it will not, and will cause each of its Affiliates not to, assert or use any Transaction Communications (including, without limitation, any Counsel Communications) in its or their possession after the Separation Date for the purpose of asserting, prosecuting, or litigating any claim against MetLife or any of its Affiliates or otherwise in a manner adverse to MetLife or any of its Affiliates. From and after the Separation Date, upon any legal personnel, manager or executive officer of the Company or any of its Affiliates becoming aware of the existence of Transaction Privileged Communications in the possession of the Company their possession, Buyer shall as promptly as practicable notify Seller in writing so that Seller can seek a protective order or any of its Affiliates that such Person knows or reasonably should know take other appropriate action (at Seller’s sole cost and expense) and Buyer agrees to be Transaction Communications or, if any time after the Separation Date, upon the request of MetLife upon discovering that specified Transaction Communications are in the possession of the Company or any of its Affiliates after Separation, the Company hereby agrees to, use and to cause its Affiliates to, reasonably promptly notify, and thereafter reasonably promptly (unless a request for specific Transaction Communications is made by MetLife, in which case, the Company shall promptly identify, and, once identified, immediately) return to MetLife or destroy (at MetLife’s option) such Transaction Communications. The Company and its Affiliates acknowledge and agree that any Transaction Communications that are known use all commercially reasonable efforts to be Transaction Communications (other than Transaction Communications that are also Counsel Communications) shall not be used for any purpose and shall be maintained separately from the Company’s records and kept strictly confidential. Upon notification by MetLife that any specified materials constitute Transaction Communications, the Company and its Affiliates shall, as soon as commercially practicable and at MetLife’s expense, return to MetLife or destroy (at MetLife’s option) such Transaction Communications as provided for herein. The obligation to return or destroy Transaction Communications set forth in this paragraph shall not apply to Transaction Communications that are also Counsel Communications, as to which the Company and its Affiliates shall take all action appropriate to maintain the joint privilegeassist therewith. (b) The Company hereby agrees that all privileged communications (other than any Transaction Communications) in any form or format whatsoever between or among MetLife, any other member of the MetLife Group, any member of the Company Group, or any of their respective officers, directors, employees, agents or representatives and their counsel (whether internal or outside), including any Counsel Communications, that relate to the negotiation, documentation and consummation of this Agreement, the Distribution, or any associated or affiliated transactions contemplated thereby or preliminary thereto, including agreements related thereto not set forth on Schedule 4.6 (the “Joint Privileged Communications”) shall remain privileged after the Separation Date, and any privilege attaching thereto, and the expectation of client confidence relating thereto shall belong jointly to MetLife or the other members of the MetLife Group or their employees, as applicable, and the Company or any other members of the Company Group or their employees, as applicable. The Company agrees that it will not, and will cause each of its Affiliates not to, assert or use any Joint Privilege Communications or, to the extent applicable, the Transaction Communications for the purpose of asserting, prosecuting, or litigating any claim against MetLife or any of its Affiliates or otherwise in a manner adverse to MetLife or any of its Affiliates.

Privilege. (a) The Company hereby agrees that all privileged communications in any form or format whatsoever between or among MetLife, any other member of the MetLife Group, any member of the Company Group, or any of their respective officers, directors, employees, agents or representatives parties acknowledge and their counsel (whether internal or outside), that relate to the negotiation, documentation and consummation of this Agreement and the documents set forth on Schedule 4.6 (the “Transaction Communications”) shall remain privileged after the Separation Date, and agree that the Transaction CommunicationsSold Companies and Sold Subsidiaries’ attorney-client privilege, any privilege attaching thereto, attorney work-product protection and the expectation of client confidence relating thereto shall belong solely to MetLife or the other members involving any proposed sale of the MetLife Group or their employees, as applicable, and not the Company Business or any other members Contemplated Transaction (but not general business matters of the Sold Companies or Sold Subsidiaries, to the extent they are governed by Section 13.14(b)), and all information and documents covered by such privilege, protection or expectation shall be retained and controlled by the Company, and may be waived only by the Company. The Buyer, on behalf of itself and on behalf of the Sold Companies and Sold Subsidiaries, and the Company acknowledge and agree that (i) the foregoing attorney-client privilege, work product protection and expectation of client confidence shall not be controlled, owned, used, waived or claimed by the Buyer or by the Sold Companies or Sold Subsidiaries upon consummation of the Closing and (ii) in the event of a dispute between the Buyer and a third party or any other circumstance in which a third party requests or demands that the Buyer produce privileged materials or attorney work-product of a Sold Companies or Sold Subsidiary (including the privileged materials and attorney work-product covered by clause (ii) above), the Buyer shall, and shall cause the Sold Companies and Sold Subsidiaries to assert such attorney-client privilege on behalf of the Company Group to prevent disclosure of privileged materials or their employeesattorney work product to such third party. (b) The parties acknowledge and agree that the attorney-client privilege, attorney work-product protection and shall not pass to or be claimed by the Company or any other members expectation of client confidence involving general business matters of the Company Group Sold Companies or their employees, except that with respect to communications Sold Subsidiaries and arising at and prior to the Separation Date solely Closing for the benefit of both the Company and the Sold Companies and Sold Subsidiaries shall be subject to a joint privilege and protection between the Company or any other member of the Company GroupCompany, on the one hand, and Debevoise & Xxxxxxxx LLP, Ropes & Xxxx LLP or Sidley Austin LLP (the “Counsel Communications”)Sold Companies and Sold Subsidiaries, on the other hand, any privilege attaching thereto, and the expectation of client confidence relating thereto, shall belong jointly to MetLife or the other members of the MetLife Group or their employees, as applicable, and the Company and the Sold Companies and Sold Subsidiaries shall have equal right to assert all such joint privilege and protection and no such joint privilege or protection may be waived by (i) the Company without the prior written consent of any other members Sold Company or Sold Subsidiary or (ii) by any Sold Company or Sold Subsidiary without the prior written consent of the Company Group Company; provided, however, that any such privileged materials or their employeesprotected attorney work-product information, as applicable. In additionwhether arising prior to, or after the Company agrees that the transfer of Assets by MetLife or Closing, with respect to any of its Affiliates matter for which a party hereto has an indemnification obligation hereunder, shall be subject to the Company under this Agreementsole control of such party, which shall be solely entitled to control the Distribution, assertion or any associated or affiliated transactions contemplated thereby or preliminary thereto, shall not constitute, and the Company (on behalf of itself and its Affiliates) agrees not to assert that such transfer constitutes, a waiver of any the privilege attaching to the Transaction Communications. The Company agrees that it will notor protection, and will cause each of its Affiliates whether or not to, assert or use any Transaction Communications (including, without limitation, any Counsel Communications) in its or their possession after the Separation Date for the purpose of asserting, prosecuting, or litigating any claim against MetLife or any of its Affiliates or otherwise in a manner adverse to MetLife or any of its Affiliates. From and after the Separation Date, upon any legal personnel, manager or executive officer of the Company or any of its Affiliates becoming aware of the existence of Transaction Communications such information is in the possession of or under the Company or any control of its Affiliates that such Person knows or reasonably should know to be Transaction Communications or, if any time after party. Notwithstanding the Separation Date, upon the request of MetLife upon discovering that specified Transaction Communications are in the possession of the Company or any of its Affiliates after Separationforegoing, the Company hereby agrees to, and to cause its Affiliates to, reasonably promptly notify, and thereafter reasonably promptly (unless a request for specific Transaction Communications is made by MetLife, in which case, the Company shall promptly identify, and, once identified, immediately) return to MetLife or destroy (at MetLife’s option) such Transaction Communications. The Company and its Affiliates parties acknowledge and agree that Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, Xxxxx & XxXxxxxx LLP and in-house counsel of the Company represented only the Company and not the Sold Companies or Sold Subsidiaries and that any Transaction Communications that are known to be Transaction Communications (other than Transaction Communications that are also Counsel Communications) advice given by or communications with Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, Xxxxx & XxXxxxxx LLP, or in-house counsel of the Company shall not be used for subject to any purpose joint privilege and shall be maintained separately from owned solely by the Company’s records . (c) The Buyer agrees, on its own behalf and kept strictly confidential. Upon notification by MetLife that any specified materials constitute Transaction Communicationsits Affiliates, that, following the Closing, Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, Xxxxx & XxXxxxxx LLP and in-house counsel may serve as counsel to the Company and its Affiliates shall, as soon as commercially practicable Subsidiaries in connection with any matters related to this Agreement and at MetLife’s expense, return to MetLife or destroy (at MetLife’s option) such Transaction Communications as provided for herein. The obligation to return or destroy Transaction Communications set forth in this paragraph shall not apply to Transaction Communications that are also Counsel Communications, as to which the Company and its Affiliates shall take all action appropriate to maintain the joint privilege. (b) The Company hereby agrees that all privileged communications (other than any Transaction Communications) in any form or format whatsoever between or among MetLife, any other member of the MetLife Group, any member of the Company Group, or any of their respective officers, directors, employees, agents or representatives and their counsel (whether internal or outside)Contemplated Transactions, including any Counsel Communicationslitigation, that relate claim or obligation arising out of or relating to this Agreement or the Contemplated Transactions notwithstanding any representation by Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, Xxxxx & XxXxxxxx LLP or in-house counsel prior to the negotiation, documentation Closing Date of the Sold Companies and consummation of this Agreement, the Distribution, or any associated or affiliated transactions contemplated thereby or preliminary thereto, including agreements related thereto not set forth on Schedule 4.6 (the “Joint Privileged Communications”) shall remain privileged after the Separation DateSold Subsidiaries, and waives any privilege attaching thereto, and the expectation of client confidence relating thereto shall belong jointly conflict arising with respect to MetLife or the other members of the MetLife Group or their employees, as applicable, and the Company or any other members of the Company Group or their employees, as applicable. The Company agrees that it will not, and will cause each of its Affiliates not to, assert or use any Joint Privilege Communications or, to the extent applicable, the Transaction Communications for the purpose of asserting, prosecuting, or litigating any claim against MetLife or any of its Affiliates or otherwise in a manner adverse to MetLife or any of its Affiliatessuch representation.