Common use of Privileged Information Clause in Contracts

Privileged Information. In furtherance of the rights and obligations of the Parties set forth in this Article VII: (a) Each of Horizon (on behalf of itself and the other Horizon Entities) and TriMas (on behalf of itself and the other TriMas Entities) acknowledges that: (i) each member of the Horizon Group and the TriMas Group has or may obtain Information that is or may be protected from disclosure pursuant to the attorney-client privilege, the work product doctrine, the common interest and joint defense doctrines or other applicable privileges (“Privileged Information”); (ii) actual, threatened or future litigation, investigations, proceedings (including arbitration proceedings), claims or other legal matters have been or may be asserted by or against, or otherwise affect, some or all members of the Horizon Group or the TriMas Group (“Litigation Matters”); (iii) members of the Horizon Group and the TriMas Group have or may in the future have a common legal interest in Litigation Matters, in the Privileged Information and in the preservation of the protected status of the Privileged Information; and (iv) each of Horizon and TriMas (on behalf of itself and the other members of its Group) intends that the transactions contemplated by this Agreement and the Ancillary Agreements and any transfer of Privileged Information in connection herewith or therewith will not operate as a waiver of any applicable privilege or protection afforded Privileged Information. (b) Each of Horizon and TriMas agrees, on behalf of itself and each member of the Group of which it is a member, not to disclose knowingly or otherwise waive any privilege or protection attaching to any Privileged Information relating to a member of the other Group or relating to or arising in connection with the relationship between the Groups prior to the Distribution, without providing prompt written notice to and obtaining the prior written consent of the other. (c) Upon any member of the Horizon Group or the TriMas Group receiving any subpoena or other compulsory disclosure notice from a Governmental Authority that requests disclosure of Privileged Information belonging to a member of the other Group, the recipient of the notice will promptly provide to TriMas, in the case of receipt by a member of the Horizon Group, or to Horizon, in the case of receipt by a member of the TriMas Group, a copy of such notice, the intended response and all materials or information relating to the other Group that might be disclosed. In the event of a disagreement as to the intended response or disclosure, unless and until the disagreement is resolved as provided in Article VIII, the members of the Horizon Group and the TriMas Entities will cooperate to assert all defenses to disclosure claimed, at the cost and expense of the members of the Group claiming such defenses to disclosure, and will not disclose any disputed documents or information until all legal defenses and claims of privilege have been Finally Determined.

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

Privileged Information. In furtherance of the rights and obligations of the Parties set forth in this Article VII: (a) Each The parties acknowledge that members of Horizon (the VF Group, on behalf the one hand, and members of itself and the Kontoor Brands Group, on the other Horizon Entities) and TriMas (on behalf of itself and hand, may possess documents or other information regarding the other TriMas Entities) acknowledges that: (i) each member of the Horizon Group and the TriMas Group has or may obtain Information that is or may be protected from disclosure pursuant subject to the attorney-client privilege, the work product doctrinedoctrine or common interest privilege (collectively, “Privileges”; and such documents and other information collectively, the common interest and joint defense doctrines or other applicable privileges (“Privileged Information”); . Each party agrees to use commercially reasonable efforts to protect and maintain, and to cause their respective Affiliates to protect and maintain, any applicable claim to Privilege in order to prevent any of the other Group’s Privileged Information from being disclosed or used in a manner inconsistent with such Privilege without the other party’s consent. Without limiting the generality of the foregoing, a party and its Affiliates shall not, without the other party’s prior written consent, (i) waive any Privilege with respect to any of the other party’s or any member of its Group’s Privileged Information, (ii) actualfail to defend any Privilege with respect to any such Privileged Information, threatened or future (iii) fail to take any other actions reasonably necessary to preserve any Privilege with respect to any such Privileged Information. (b) Upon receipt by a party or any member of such party’s Group of any subpoena, discovery or other request that calls for the production or disclosure of Privileged Information of the other party or a member of its Group, such party shall promptly notify the other party of the existence of the request and shall provide the other party a reasonable opportunity to review the information and to assert any rights it or a member of its Group may have under this Section 4.07 or otherwise to prevent the production or disclosure of such Privileged Information. Each party agrees that neither it nor any member of its Group will produce or disclose any information that may be covered by a Privilege of the party or a member of its Group under this Section 4.07 unless (i) the other party has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld) or (ii) a court of competent jurisdiction has entered an order finding that the information is not entitled to protection under any applicable Privilege or otherwise requires disclosure of such information. (c) In the event that any member of the VF Group and any member of the Kontoor Brands Group cooperate in the mutual defense of any Third Party Claim, such cooperation shall not constitute a waiver or qualification of such party’s right to assert and defend any applicable claim to Privilege. (d) Each of the VF Group and the Kontoor Brands Group covenants and agrees that, following the Distribution Time, Xxxxx Xxxx & Xxxxxxxx LLP or any other internal or external legal counsel currently representing the Kontoor Brands Group (each a “Prior Company Counsel”) may serve as counsel to the VF Group and its Affiliates in connection with any matters arising under or related to this Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, including with respect to any litigation, investigationsClaim or obligation arising out of or related to this Agreement or any Ancillary Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, proceedings notwithstanding any representation by the Prior Company Counsel prior to the Distribution Time. The VF Group and the Kontoor Brands Group hereby irrevocably (including arbitration proceedingsi) waive any Claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in the event that a dispute arises after the Distribution Time between the Kontoor Brands Group and the VF Group (together with its Affiliates), claims or other legal matters have been or Prior Company Counsel may represent any member of the VF Group and any Affiliates thereof in such dispute even though the interests of such Person(s) may be asserted by directly adverse to the VF Group or against, or otherwise affect, some or all the Kontoor Brands Group and even though Prior Company Counsel may have represented the Kontoor Brands Group in a matter substantially related to such dispute. (e) All communications between members of the Horizon VF Group, on the one hand, and Prior Company Counsel, on the other hand, related to the transactions contemplated by this Agreement or any Ancillary Agreement shall be deemed to be attorney-client confidences that belong solely to such members of the VF Group or the TriMas Group Prior Company Counsel (the “Litigation MattersPre-Distribution Time Communications”); (iii) members . Accordingly, the Kontoor Brands Group shall not have access to any such Pre-Distribution Time Communications or to the files of Prior Company Counsel relating to such engagement related to the transactions contemplated hereby from and after the Distribution Time, and all books, records and other materials of the Horizon Kontoor Brands Group and the TriMas Group have in any medium (including electronic copies) containing or may in the future have a common legal interest in Litigation Matters, in the Privileged Information and in the preservation reflecting any of the protected status Pre-Distribution Time Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby assigned and transferred to the VF Group effective as of the Distribution Time (collectively, the “VF Group Privileged Information; and (iv) each Materials”). The VF Group may cause all of Horizon the VF Group Privileged Materials to be distributed to the VF Group immediately prior to the Distribution Time with no copies thereof retained by the Kontoor Brands Group or its respective representatives, and TriMas (on behalf of itself and the other members of its Group) intends that all such distributed VF Group Privileged Materials shall be excluded from the transactions contemplated by this Agreement and each Ancillary Agreement. From and after the Ancillary Agreements Distribution Time, in the event that any member of the Kontoor Brands Group shall possess any VF Group Privileged Materials, such member of the Kontoor Brands Group shall promptly cause such VF Group Privileged Materials to be distributed to the VF Group in accordance with this Section 4.07(e) or destroyed, at the election of Kontoor Brands. In addition, from and after the Distribution Time, (i) the Kontoor Brands Group and its representatives shall maintain the confidentiality of the VF Group Privileged Materials and (ii) none of the members of the Kontoor Brands Group or their respective representatives shall access or in any transfer of way, directly or indirectly, use or rely upon any VF Group Privileged Information Materials (whether or not distributed to the VF Group prior to the Distribution Time in connection herewith or therewith will accordance with this Section 4.07(e)). To the extent that any VF Group Privileged Materials are not operate as delivered to the VF Group, the Kontoor Brands Group agrees not to assert a waiver of any applicable privilege or protection afforded with respect to such materials. Without limiting the generality of the foregoing, from and after the Distribution Time, (a) the VF Group shall be the sole holders of the Privileges with respect to the VF Group Privileged Information. Materials, and no member of the Kontoor Brands Group shall be a holder thereof, (b) Each to the extent that files of Horizon Prior Company Counsel in respect of VF Group Privileged Materials constitute property of the client, only the VF Group shall hold such property rights, (c) Prior Company Counsel shall have no duty whatsoever to reveal or disclose any VF Group Privileged Materials to the Kontoor Brands Group by reason of any attorney-client relationship between Prior Company Counsel and TriMas agreesthe Kontoor Brands Group and (d) after the Distribution Date, all communications between members of the Kontoor Brands Group, on behalf of itself the one hand, and each any attorneys retained by any member of the Group of which it is a memberKontoor Brands Group, not on the other hand, shall be deemed to disclose knowingly or otherwise waive any privilege or protection attaching be attorney-client confidences that belong solely to any Privileged Information relating to a member such members of the other Kontoor Brands Group or relating such attorneys. Each of the Kontoor Brands Group and the VF Group hereby acknowledges and confirms that it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Section 4.07(e), including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section Section 4.07(e) is for the benefit of the VF Group and Prior Company Counsel, and the VF Group and Prior Company Counsel are intended third party beneficiaries of this Section 4.07(e). This Section 4.07(e) shall be irrevocable, and no term of this Section 4.07(e) may be amended, waived or arising in connection with the relationship between the Groups prior to the Distributionmodified, without providing prompt written notice to and obtaining the prior written consent of the other. (c) Upon any member of the Horizon Group or the TriMas Group receiving any subpoena or other compulsory disclosure notice from a Governmental Authority that requests disclosure of Privileged Information belonging to a member of the other Group, the recipient of the notice will promptly provide to TriMas, in the case of receipt by a member of the Horizon Group, or to Horizon, in the case of receipt by a member of the TriMas Group, a copy of such notice, the intended response and all materials or information relating to the other Group that might be disclosed. In the event of a disagreement as to the intended response or disclosure, unless and until the disagreement is resolved as provided in Article VIII, the members of the Horizon VF Group and Prior Company Counsel. The covenants and obligations set forth in this Section 4.07(e) shall survive for ten (10) years following the TriMas Entities will cooperate to assert all defenses to disclosure claimed, at the cost and expense of the members of the Group claiming such defenses to disclosure, and will not disclose any disputed documents or information until all legal defenses and claims of privilege have been Finally DeterminedDistribution Time.

Privileged Information. In furtherance of the rights and obligations of the Parties set forth in this Article VII: (a) Each The parties acknowledge that members of Horizon (the Parent Group, on behalf the one hand, and members of itself and the SpinCo Group, on the other Horizon Entities) and TriMas (on behalf of itself and hand, may possess documents or other information regarding the other TriMas Entities) acknowledges that: (i) each member of the Horizon Group and the TriMas Group has or may obtain Information that is or may be protected from disclosure pursuant subject to the attorney-client privilege, the work product doctrinedoctrine or common interest privilege (collectively, “Privileges”; and such documents and other information collectively, the common interest and joint defense doctrines or other applicable privileges (“Privileged Information”); . Each Group agrees to use reasonable efforts to protect and maintain, and to cause its respective Affiliates to protect and maintain, any applicable claim to Privilege in order to prevent any of the other Group’s Privileged Information from being disclosed or used in a manner inconsistent with such Privilege without the other Group’s consent. Without limiting the generality of the foregoing, neither Group shall, and shall direct its respective Affiliates not to, without the other Group’s prior written consent, (i) waive any Privilege with respect to any of the other Group’s Privileged Information, (ii) actual, threatened or future litigation, investigations, proceedings (including arbitration proceedings), claims or other legal matters have been or may be asserted by or againstfail to defend any Privilege with respect to any such Privileged Information, or otherwise affect, some or all members of the Horizon Group or the TriMas Group (“Litigation Matters”); (iii) members of the Horizon Group and the TriMas Group have or may in the future have a common legal interest in Litigation Matters, in the Privileged Information and in the preservation of the protected status of the Privileged Information; and (iv) each of Horizon and TriMas (on behalf of itself and the fail to take any other members of its Group) intends that the transactions contemplated by this Agreement and the Ancillary Agreements and actions necessary to preserve any transfer of Privileged Information in connection herewith or therewith will not operate as a waiver of Privilege with respect to any applicable privilege or protection afforded such Privileged Information. (b) Each Upon receipt by either the Parent Group or the SpinCo Group of Horizon and TriMas agreesany subpoena, on behalf discovery or other request that calls for the production or disclosure of itself and each member Privileged Information of the other Group, such Group shall promptly notify the other Group of which the existence of the request and shall provide the other party a reasonable opportunity to review the information and to assert any rights it is a member, not to disclose knowingly may have under this Section 5.06 or otherwise waive to prevent the production or disclosure of such Privileged Information. Each Group agrees that it shall not produce or disclose any privilege or protection attaching to any Privileged Information relating to information that may be covered by a member Privilege of the other Group or relating to or arising in connection with under this Section 5.06 unless (i) the relationship between the Groups prior to the Distribution, without providing prompt written notice to and obtaining the prior other Group has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld) or (ii) a court of competent jurisdiction has entered a final, non-appealable order finding that the otherinformation is not entitled to protection under any applicable Privilege. (c) Upon Each of the Parent Group and the SpinCo Group covenants and agrees that, following the Distribution Effective Time, any internal or external legal counsel currently representing SpinCo Group (each a “Prior Company Counsel”) may serve as counsel to Parent Group and its Affiliates in connection with any matters arising under or related to this Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, including with respect to any litigation, Claim or obligation arising out of or related to this Agreement or any Ancillary Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Distribution Effective Time. Parent Group and SpinCo Group hereby irrevocably (i) waive any Claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in the event that a dispute arises after the Distribution Effective Time between SpinCo and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand, Prior Company Counsel may represent any member of the Horizon Parent Group and any Affiliates thereof in such dispute even though the interests of such Person(s) may be directly adverse to the Parent Group or the TriMas SpinCo Group receiving any subpoena or other compulsory disclosure notice from their respective Affiliates and even though Prior Company Counsel may have represented the SpinCo Group in a Governmental Authority that requests disclosure matter substantially related to such dispute. (d) For the avoidance of Privileged Information belonging to doubt, nothing in this Agreement shall constitute a member of the other Group, the recipient of the notice will promptly provide to TriMas, in the case of receipt by a member of the Horizon Groupwaiver of, or obligate any Person to Horizonwaive, in the case of receipt by a member of the TriMas Group, a copy of such notice, the intended response and all materials or information relating to the other Group that might be disclosed. In the event of a disagreement as to the intended response or disclosure, unless and until the disagreement is resolved as provided in Article VIII, the members of the Horizon Group and the TriMas Entities will cooperate to assert all defenses to disclosure claimed, at the cost and expense of the members of the Group claiming such defenses to disclosure, and will not disclose any disputed documents or information until all legal defenses and claims of privilege have been Finally DeterminedPrivilege.

Privileged Information. In furtherance of the rights and obligations of the Parties set forth in this Article VII: (a) Each of Horizon (on behalf of itself and the other Horizon Entities) and TriMas (on behalf of itself and the other TriMas Entities) Party acknowledges that: : (i) each member of Harbor and Spinco (and the members of the Horizon Harbor Group and the TriMas Group Spinco Group, respectively) has or may obtain Information that is Privileged Information; (ii) there are or may be protected from disclosure pursuant to the attorney-client privilege, the work product doctrine, the common interest a number of Litigation Matters affecting each or both of Harbor and joint defense doctrines or other applicable privileges (“Privileged Information”); (ii) actual, threatened or future litigation, investigations, proceedings (including arbitration proceedings), claims or other legal matters have been or may be asserted by or against, or otherwise affect, some or all members of the Horizon Group or the TriMas Group (“Litigation Matters”); Spinco; (iii) members of the Horizon Group both Harbor and the TriMas Group have or may in the future Spinco have a common legal interest in Litigation Matters, in the Privileged Information and in the preservation of the protected confidential status of the Privileged Information, in each case relating to the pre-Distribution Spinco Business or Harbor Business or, in the case of the Spinco Group, relating to or arising in connection with the relationship among Harbor and its Subsidiaries on or prior to the Distribution Date; and and (iv) each of Horizon both Harbor and TriMas (on behalf of itself and the other members of its Group) intends Spinco intend that the transactions contemplated hereby and by this the Merger Agreement and the Ancillary other Transaction Agreements and any transfer of Privileged Information in connection herewith or therewith will shall not operate as a waiver of any potentially applicable privilege or protection afforded Privileged Informationprivilege. (b) Each of Horizon Harbor and TriMas Spinco agrees, on behalf of itself and each member of the Group of which it is a member, not to disclose knowingly or otherwise waive any privilege or protection attaching to any Privileged Information relating to a member the pre-Distribution Spinco Business or Harbor Business, as applicable, or, in the case of the other Group or Spinco Group, relating to or arising in connection with the relationship between the Groups among Harbor and its Subsidiaries on or prior to the DistributionDistribution Date, without providing prompt written notice to and obtaining the prior written consent of the otherother Party, which consent shall not be unreasonably withheld, conditioned or delayed and shall not be withheld, conditioned or delayed if the other Party certifies that such disclosure is to be made in response to a likely threat of suspension or debarment or similar action; provided, that Spinco and Harbor shall not be required to give any such notice or obtain any such consent and may make such disclosure or waiver with respect to Privileged Information if such Privileged Information relates solely to the pre-Distribution Spinco Business or Harbor Business, respectively. In the event of a disagreement between any member of the Harbor Group and any member of the Spinco Group concerning the reasonableness of withholding such consent, no disclosure shall be made prior to a resolution of such disagreement by a court of competent jurisdiction, provided that the limitations in this sentence shall not apply in the case of disclosure required by Law and so certified as provided in the first sentence of this paragraph. (c) Upon any member of the Horizon Harbor Group or any member of the TriMas Spinco Group receiving any subpoena or other compulsory disclosure notice from a court or other Governmental Authority that which requests disclosure of Privileged Information belonging Information, in each case relating to a member pre-Distribution Spinco Business or Harbor Business, as applicable, or, in the case of the other Spinco Group, relating to or arising in connection with the relationship among Harbor and its Subsidiaries on or prior to the Distribution Date, the recipient of the notice will shall (to the extent consent is required in connection with the disclosure of such Privileged Information under paragraph (b) of this Section) as promptly as practicable provide to TriMas, in the case of receipt by a member of other Group (following the Horizon Group, or to Horizon, in the case of receipt by a member of the TriMas Group, notice provisions set forth herein) a copy of such notice, the intended response response, and all materials or information relating to the other Group that might be discloseddisclosed and the proposed date of disclosure. In the event of a disagreement as to the intended response or disclosure, unless and until the disagreement is resolved as provided in Article VIIIparagraph (b) of this Section, the members of the Horizon Group and the TriMas Entities will Parties shall cooperate to assert all defenses to disclosure claimed, at the cost and expense of the members of the Group claiming claimed by either such defenses to disclosureParty’s Group, and will shall not disclose any disputed documents or information until all legal defenses and claims of privilege have been Finally Determinedfinally determined, except as otherwise required by a court order requiring such disclosure. (d) Notwithstanding anything to the contrary herein, this Section 8.2 shall not apply to Information referred to in clauses (x) and (y) of Section 8.1(c).

Privileged Information. In furtherance of the rights and obligations of the Parties set forth in this Article VII: (a) Each The parties acknowledge that members of Horizon (the Xxxxxx Oil Group, on behalf the one hand, and members of itself and the Xxxxxx USA Group, on the other Horizon Entities) and TriMas (on behalf of itself and hand, may possess documents or other information regarding the other TriMas Entities) acknowledges that: (i) each member of the Horizon Group and the TriMas Group has or may obtain Information that is or may be protected from disclosure pursuant subject to the attorney-client privilege, the work product doctrinedoctrine or common interest privilege (collectively, “Privileges”; and such documents and other information collectively, the common interest and joint defense doctrines or other applicable privileges (“Privileged Information”); . Each party agrees to use reasonable efforts to protect and maintain, and to cause their respective Affiliates to protect and maintain, any applicable claim to Privilege in order to prevent any of the other Group’s Privileged Information from being disclosed or used in a manner inconsistent with such Privilege without the other party’s consent. Without limiting the generality of the foregoing, a party and its Affiliates shall not, without the other party’s prior written consent, (i) waive any Privilege with respect to any of the other party’s or any member of its Group’s Privileged Information, (ii) actual, threatened or future litigation, investigations, proceedings (including arbitration proceedings), claims or other legal matters have been or may be asserted by or againstfail to defend any Privilege with respect to any such Privileged Information, or otherwise affect, some or all members of the Horizon Group or the TriMas Group (“Litigation Matters”); (iii) members of the Horizon Group and the TriMas Group have or may in the future have a common legal interest in Litigation Matters, in the Privileged Information and in the preservation of the protected status of the Privileged Information; and (iv) each of Horizon and TriMas (on behalf of itself and the fail to take any other members of its Group) intends that the transactions contemplated by this Agreement and the Ancillary Agreements and actions reasonably necessary to preserve any transfer of Privileged Information in connection herewith or therewith will not operate as a waiver of Privilege with respect to any applicable privilege or protection afforded such Privileged Information. (b) Each of Horizon and TriMas agrees, on behalf of itself and each member of the Group of which it is Upon receipt by a member, not to disclose knowingly party or otherwise waive any privilege or protection attaching to any Privileged Information relating to a member of the other Group or relating to or arising in connection with the relationship between the Groups prior to the Distribution, without providing prompt written notice to and obtaining the prior written consent of the other. (c) Upon any member of the Horizon such party’s Group or the TriMas Group receiving of any subpoena subpoena, discovery or other compulsory disclosure notice from a Governmental Authority request that requests calls for the production or disclosure of Privileged Information belonging to of the other party or a member of its Group, such party shall promptly notify the other Group, the recipient party of the notice will promptly existence of the request and shall provide the other party a reasonable opportunity to TriMas, in review the case of receipt by information and to assert any rights it or a member of its Group may have under this Section 5.07 or otherwise to prevent the Horizon Group, production or to Horizon, in disclosure of such Privileged Information. Each party agrees that neither it nor any member of its Group will produce or disclose any information that may be covered by a Privilege of the case of receipt by party or a member of its Group under this Section 5.07 unless (i) the TriMas Group, other party has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld) or (ii) a copy court of competent jurisdiction has entered an order finding that the information is not entitled to protection under any applicable Privilege or otherwise requires disclosure of such notice, the intended response and all materials or information relating to the other Group that might be disclosed. In the event of a disagreement as to the intended response or disclosure, unless and until the disagreement is resolved as provided in Article VIII, the members of the Horizon Group and the TriMas Entities will cooperate to assert all defenses to disclosure claimed, at the cost and expense of the members of the Group claiming such defenses to disclosure, and will not disclose any disputed documents or information until all legal defenses and claims of privilege have been Finally Determinedinformation.

Privileged Information. In furtherance of the rights and obligations of the Parties set forth in this Article VII: (a) Each The parties acknowledge that members of Horizon (the Xxxxxx Xxxxxxx Group, on behalf the one hand, and members of itself and the Discover Group, on the other Horizon Entities) and TriMas (on behalf of itself and hand, may possess documents or other information regarding the other TriMas Entities) acknowledges that: (i) each member of the Horizon Group and the TriMas Group has or may obtain Information that is or may be protected from disclosure pursuant subject to the attorney-client privilege, the work product doctrinedoctrine or common interest privilege (collectively, “Privileges”; and such documents and other information collectively, the common interest and joint defense doctrines or other applicable privileges (“Privileged Information”); . Each party agrees to use reasonable efforts to protect and maintain, and to cause their respective Affiliates to protect and maintain, any applicable claim to Privilege in order to protect any of the other party’s Privileged Information from disclosure without the other party’s consent. Without limiting the generality of the foregoing, the parties and their respective Affiliates shall not, without the other party’s prior written consent, (i) waive any Privilege with respect to any of the other party’s Privileged Information, (ii) actual, threatened or future litigation, investigations, proceedings (including arbitration proceedings), claims or other legal matters have been or may be asserted by or againstfail to defend any Privilege with respect to any such Privileged Information, or otherwise affect, some or all members of the Horizon Group or the TriMas Group (“Litigation Matters”); (iii) members of the Horizon Group and the TriMas Group have or may in the future have a common legal interest in Litigation Matters, in the Privileged Information and in the preservation of the protected status of the Privileged Information; and (iv) each of Horizon and TriMas (on behalf of itself and the fail to take any other members of its Group) intends that the transactions contemplated by this Agreement and the Ancillary Agreements and actions necessary to preserve any transfer of Privileged Information in connection herewith or therewith will not operate as a waiver of Privilege with respect to any applicable privilege or protection afforded such Privileged Information. (b) Each Upon receipt by either party of Horizon and TriMas agreesany subpoena, on behalf of itself and each member of the Group of which it is a member, not to disclose knowingly or otherwise waive any privilege or protection attaching to any Privileged Information relating to a member of the other Group or relating to or arising in connection with the relationship between the Groups prior to the Distribution, without providing prompt written notice to and obtaining the prior written consent of the other. (c) Upon any member of the Horizon Group or the TriMas Group receiving any subpoena discovery or other compulsory disclosure notice from a Governmental Authority request that requests calls for the production or disclosure of Privileged Information belonging to a member of the other Groupparty, such party shall promptly notify the recipient other party of the notice existence of the request and shall provide the other party a reasonable opportunity to review the information and to assert any rights it may have under this Section 5.06 or otherwise to prevent the production or disclosure of such Privileged Information. Each party agrees that it will promptly provide to TriMas, in the case of receipt not produce or disclose any information that may be covered by a member Privilege of the Horizon Group, or to Horizon, in the case of receipt by a member of the TriMas Group, a copy of such notice, the intended response and all materials or information relating to party under this Section 5.06 unless (i) the other Group party has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld) or (ii) a court of competent jurisdiction has entered a final, nonappealable order finding that might be disclosed. In the event of a disagreement as information is not entitled to the intended response or disclosure, unless and until the disagreement is resolved as provided in Article VIII, the members of the Horizon Group and the TriMas Entities will cooperate to assert all defenses to disclosure claimed, at the cost and expense of the members of the Group claiming such defenses to disclosure, and will not disclose protection under any disputed documents or information until all legal defenses and claims of privilege have been Finally Determinedapplicable Privilege.

Privileged Information. In furtherance of the rights and obligations of the Parties set forth in this Article VII: (a) Each of Horizon (on behalf of itself and the other Horizon Entities) and TriMas (on behalf of itself and the other TriMas Entities) Party acknowledges that: : (i) each member of Verizon and Spinco (and the members of the Horizon Verizon Group and the TriMas Group Spinco Group, respectively) has or may obtain Information that is Privileged Information; (ii) there are or may be protected from disclosure pursuant to the attorney-client privilege, the work product doctrine, the common interest a number of Litigation Matters affecting each or both of Verizon and joint defense doctrines or other applicable privileges (“Privileged Information”); (ii) actual, threatened or future litigation, investigations, proceedings (including arbitration proceedings), claims or other legal matters have been or may be asserted by or against, or otherwise affect, some or all members of the Horizon Group or the TriMas Group (“Litigation Matters”); Spinco; (iii) members of the Horizon Group both Verizon and the TriMas Group have or may in the future Spinco have a common legal interest in Litigation Matters, in the Privileged Information and in the preservation of the protected confidential status of the Privileged Information, in each case relating to the pre-Distribution Spinco Business or Verizon Business or, in the case of the Spinco Group, relating to or arising in connection with the relationship among Verizon and its Subsidiaries on or prior to the Distribution Date; and and (iv) each of Horizon both Verizon and TriMas (on behalf of itself and the other members of its Group) intends Spinco intend that the transactions contemplated hereby and by this the Merger Agreement and the Ancillary other Transaction Agreements and any transfer of Privileged Information in connection herewith or therewith will shall not operate as a waiver of any potentially applicable privilege or protection afforded Privileged Informationprivilege. (b) Each of Horizon Verizon and TriMas Spinco agrees, on behalf of itself and each member of the Group of which it is a member, not to disclose knowingly or otherwise waive any privilege or protection attaching to any Privileged Information relating to a member the pre-Distribution Spinco Business or Verizon Business, as applicable, or, in the case of the other Group or Spinco Group, relating to or arising in connection with the relationship between the Groups among Verizon and its Subsidiaries on or prior to the DistributionDistribution Date, without providing prompt written notice to and obtaining the prior written consent of the otherother Party, which consent shall not be unreasonably withheld, conditioned or delayed and shall not be withheld, conditioned or delayed if the other Party certifies that such disclosure is to be made in response to a likely threat of suspension or debarment or similar action; provided, however, that Verizon and Spinco shall not be required to give any such notice or obtain any such consent and may make such disclosure or waiver with respect to Privileged Information if such Privileged Information relates solely to the pre-Distribution Spinco Business or Verizon Business, as applicable. In the event of a disagreement between any member of the Verizon Group and any member of the Spinco Group concerning the reasonableness of withholding such consent, no disclosure shall be made prior to a resolution of such disagreement by a court of competent jurisdiction, provided that the limitations in this sentence shall not apply in the case of disclosure required by Law and so certified as provided in the first sentence of this paragraph. (c) Upon any member of the Horizon Verizon Group or any member of the TriMas Spinco Group receiving any subpoena or other compulsory disclosure notice from a court or other Governmental Authority that which requests disclosure of Privileged Information belonging Information, in each case relating to a member pre-Distribution Spinco Business or Verizon Business, as applicable, or, in the case of the other Spinco Group, relating to or arising in connection with the relationship among Verizon and its Subsidiaries on or prior to the Distribution Date, the recipient of the notice will shall (to the extent consent is required in connection with the disclosure of such Privileged Information under paragraph (b) of this Section) as promptly as practicable provide to TriMas, in the case of receipt by a member of other Group (following the Horizon Group, or to Horizon, in the case of receipt by a member of the TriMas Group, notice provisions set forth herein) a copy of such notice, the intended response response, and all materials or information relating to the other Group that might be discloseddisclosed and the proposed date of disclosure. In the event of a disagreement as to the intended response or disclosure, unless and until the disagreement is resolved as provided in Article VIIIparagraph (b) of this Section, the members of the Horizon Group and the TriMas Entities will Parties shall cooperate to assert all defenses to disclosure claimed, at the cost and expense of the members of the Group claiming such defenses to disclosureclaimed by either Party’s Group, and will shall not disclose any disputed documents or information until all legal defenses and claims of privilege have been Finally Determinedfinally determined, except as otherwise required by a court order requiring such disclosure.

Privileged Information. In furtherance (a) Each Party recognizes that it and members of its Group possess and will possess Privileged Information. The Parties agree: (i) Pluto shall be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to the Pluto Business and not to the Spinco Business, whether or not the Privileged Information is in the possession or under the control of any member of the Pluto Group or any member of the Spinco Group. Pluto shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to any Pluto Liabilities resulting from any Actions that are now pending or may be asserted in the future, whether or not the Privileged Information is in the possession or under the control of any member of the Pluto Group or any member of the Spinco Group; (ii) Spinco shall be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to the Spinco Business and not to the Pluto Business, whether or not the Privileged Information is in the possession or under the control of any member of the Spinco Group or any member of the Pluto Group. Spinco shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to any Spinco Liabilities resulting from any Actions that are now pending or may be asserted in the future, whether or not the Privileged Information is in the possession or under the control of any member of the Spinco Group or any member of the Pluto Group; and (iii) the Parties shall be jointly entitled to the Privilege with respect to all other Privileged Information, and, subject to the remaining provisions of this Section 6.10, each Party shall be entitled, in perpetuity, to maintain, preserve and assert for its own benefit all such Privileged Information, and shall not knowingly waive or compromise any Privilege associated with such Privileged Information without the prior written consent of the other Party. (b) If the Parties do not agree as to whether certain information is Privileged Information, then such information shall be treated as Privileged Information, and the Party that believes that such information is Privileged Information shall be entitled to control the assertion or waiver of all Privileges in connection with any such information unless the Parties otherwise agree. The Parties shall use the procedures set forth in Article VII to resolve any disputes as to whether any information relates solely to the Pluto Business, solely to the Spinco Business, or to both the Pluto Business and the Spinco Business. (c) If any Dispute arises between the Parties or any members of their respective Group regarding whether a Privilege should be waived to protect or advance the interests of either Party and/or any member of their respective Group, each Party agrees that it shall (i) negotiate with the other Party in good faith; (ii) endeavor to minimize any prejudice to the rights of the other Party; and obligations (iii) not unreasonably withhold consent to any request for waiver by the other Party. Further, each Party specifically agrees that it shall not withhold its consent to the waiver of a Privilege for any purpose except in good faith to protect its own legitimate interests. (d) In the event of any adversarial Action or Dispute between Pluto and Spinco, or any members of their respective Groups, either Party may waive a Privilege in which the other Party or member of such other Party’s Group has a shared Privilege, without obtaining consent pursuant to Section 6.10(c); provided that such waiver of a shared Privilege shall be effective only as to the use of information with respect to the Action between the Parties and/or the applicable members of their respective Groups, and shall not operate as a waiver of the shared Privilege with respect to any Third Party. (e) Upon receipt by either Party, or by any member of its respective Group, of any subpoena, discovery or other request that may reasonably be expected to result in the production or disclosure of Privileged Information subject to a shared Privilege or as to which another Party has the sole right hereunder to assert a Privilege, or if either Party obtains knowledge that any of its, or any member of its respective Group’s, current or former directors, officers, agents or employees have received any subpoena, discovery or other requests that may reasonably be expected to result in the production or disclosure of such Privileged Information, such Party shall promptly notify the other Party of the existence of the request (which notice shall be delivered to such other Party no later than five (5) Business Days following the receipt of any such subpoena, discovery or other request) and shall provide the other Party a reasonable opportunity to review the Privileged Information and to assert any rights it or they may have under this Section 6.10 or otherwise to prevent the production or disclosure of such Privileged Information. (f) Any furnishing of, or access or transfer of, any information pursuant to this Agreement (including any transfer of Information or any agreement by a Party to permit the other Party to obtain information) are made in reliance on the agreement of the Parties set forth in Section 6.08, Section 6.09 and this Article VII: (a) Each Section 6.10, including their agreement to maintain the confidentiality of Horizon (on behalf Privileged Information and to assert and maintain all applicable Privileges. The Parties agree that their respective rights to any access to information, witnesses and other Persons, the furnishing of itself notices and documents and other cooperative efforts between the Parties contemplated by this Agreement, and the other Horizon Entities) transfer of Privileged Information between the Parties and TriMas (on behalf members of itself and the other TriMas Entities) acknowledges that: (i) each member of the Horizon Group and the TriMas Group has or may obtain Information that is or may be protected from disclosure their respective Groups pursuant to the attorney-client privilegethis Agreement, the work product doctrine, the common interest and joint defense doctrines or other applicable privileges (“Privileged Information”); (ii) actual, threatened or future litigation, investigations, proceedings (including arbitration proceedings), claims or other legal matters have shall not be deemed a waiver of any Privilege that has been or may be asserted by or against, or otherwise affect, some or all members of the Horizon Group or the TriMas Group (“Litigation Matters”); (iii) members of the Horizon Group and the TriMas Group have or may in the future have a common legal interest in Litigation Matters, in the Privileged Information and in the preservation of the protected status of the Privileged Information; and (iv) each of Horizon and TriMas (on behalf of itself and the other members of its Group) intends that the transactions contemplated by under this Agreement and the Ancillary Agreements and any transfer of Privileged Information in connection herewith or therewith will not operate as a waiver of any applicable privilege or protection afforded Privileged Informationotherwise. (bg) Each of Horizon and TriMas agrees, on behalf of itself and each member of the Group of which it is a member, not to disclose knowingly or otherwise waive any privilege or protection attaching to any Privileged Information relating to a member of the other Group or relating to or arising in In connection with the relationship between the Groups prior to the Distributionany matter contemplated by Section 6.08, without providing prompt written notice to Section 6.09 and obtaining the prior written consent of the other. (c) Upon any member of the Horizon Group or the TriMas Group receiving any subpoena or other compulsory disclosure notice from a Governmental Authority that requests disclosure of Privileged Information belonging to a member of the other Groupthis Section 6.10, the recipient of Parties agree to, and shall cause the notice will promptly provide to TriMas, in the case of receipt by a member of the Horizon Group, or to Horizon, in the case of receipt by a member of the TriMas Group, a copy of such notice, the intended response and all materials or information relating to the other Group that might be disclosed. In the event of a disagreement as to the intended response or disclosure, unless and until the disagreement is resolved as provided in Article VIII, the applicable members of the Horizon their Group to, use commercially reasonable efforts to maintain their respective separate and the TriMas Entities will cooperate to assert all defenses to disclosure claimedjoint Privileges, at the cost and expense of the members of the Group claiming such defenses to disclosure, and will not disclose any disputed documents including by executing a mutually acceptable joint defense agreement and/or common interest agreements where necessary or information until all legal defenses and claims of privilege have been Finally Determineduseful for this purpose.

Privileged Information. In furtherance of the rights and obligations of the Parties set forth in this Article VII: (a) Each The Parties acknowledge that members of Horizon (the Real Estate Group, on behalf the one hand, and members of itself and the Transportation Group, on the other Horizon Entities) and TriMas (on behalf of itself and hand, may possess documents or other information regarding the other TriMas Entities) acknowledges that: (i) each member of the Horizon Group and the TriMas Group has or may obtain Information that is or may be protected from disclosure pursuant subject to the attorney-client privilege, the work product doctrinedoctrine or common interest privilege (collectively, “Privileges”; and such documents and other information collectively, the common interest and joint defense doctrines or other applicable privileges (“Privileged Information”); . Each Party agrees to use reasonable efforts to protect and maintain, and to cause their respective Affiliates to protect and maintain, any applicable Claim to Privilege in order to prevent any of the other Group’s Privileged Information from being disclosed or used in a manner inconsistent with such Privilege without the other Party’s consent. Without limiting the generality of the foregoing, a Party and its Affiliates shall not, without the other Party’s prior written consent, (i) waive any Privilege with respect to any of the other Party’s or any member of its Group’s Privileged Information, (ii) actual, threatened or future litigation, investigations, proceedings (including arbitration proceedings), claims or other legal matters have been or may be asserted by or againstfail to defend any Privilege with respect to any such Privileged Information, or otherwise affect, some or all members of the Horizon Group or the TriMas Group (“Litigation Matters”); (iii) members of the Horizon Group and the TriMas Group have or may in the future have a common legal interest in Litigation Matters, in the Privileged Information and in the preservation of the protected status of the Privileged Information; and (iv) each of Horizon and TriMas (on behalf of itself and the fail to take any other members of its Group) intends that the transactions contemplated by this Agreement and the Ancillary Agreements and actions reasonably necessary to preserve any transfer of Privileged Information in connection herewith or therewith will not operate as a waiver of Privilege with respect to any applicable privilege or protection afforded such Privileged Information. (b) Each of Horizon and TriMas agrees, on behalf of itself and each member of the Group of which it is Upon receipt by a member, not to disclose knowingly Party or otherwise waive any privilege or protection attaching to any Privileged Information relating to a member of the other Group or relating to or arising in connection with the relationship between the Groups prior to the Distribution, without providing prompt written notice to and obtaining the prior written consent of the other. (c) Upon any member of the Horizon such Party’s Group or the TriMas Group receiving of any subpoena subpoena, discovery or other compulsory disclosure notice from a Governmental Authority request that requests calls for the production or disclosure of Privileged Information belonging to of the other Party or a member of its Group, such Party shall promptly notify the other Group, the recipient Party of the notice will promptly existence of the request and shall provide the other Party a reasonable opportunity to TriMas, in review the case of receipt by information and to assert any rights it or a member of its Group may have under this Section 5.7 or otherwise to prevent the Horizon Group, production or to Horizon, in disclosure of such Privileged Information. Each Party agrees that neither it nor any member of its Group will produce or disclose any information that may be covered by a Privilege of the case of receipt by Party or a member of its Group under this Section 5.7 unless (i) the TriMas Group, other Party has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld) or (ii) a copy court of competent jurisdiction has entered an order finding that the information is not entitled to protection under any applicable Privilege or otherwise requires disclosure of such notice, the intended response and all materials or information relating to the other Group that might be disclosed. In the event of a disagreement as to the intended response or disclosure, unless and until the disagreement is resolved as provided in Article VIII, the members of the Horizon Group and the TriMas Entities will cooperate to assert all defenses to disclosure claimed, at the cost and expense of the members of the Group claiming such defenses to disclosure, and will not disclose any disputed documents or information until all legal defenses and claims of privilege have been Finally Determinedinformation.

Privileged Information. In furtherance (a) The Parties recognize that legal and other professional services that have been provided prior to the Distribution (whether by outside counsel, in-house counsel or other legal professionals) have been and will be rendered for the collective benefit of each of the rights and obligations members of the Parties L Brands Group and the VS Group, and that, except as set forth in this Article VII: (a) Each of Horizon (on behalf of itself and the other Horizon Entities) and TriMas (on behalf of itself and the other TriMas Entities) acknowledges that: (i) Section 4.07(f), each member of the Horizon members of the L Brands Group and the TriMas VS Group has or may obtain Information that is or may shall be protected from disclosure pursuant deemed to be the client with respect to such services for the purposes of asserting all attorney-client privilege, the work product doctrinedoctrine or common interest privilege (collectively, “Privileges”) which may be asserted under Applicable Law in connection therewith. Except as set forth in Section 4.07(f), the common interest Parties agree that they shall have a shared privilege or immunity with respect to all Privileges. The Parties hereto acknowledge that members of the L Brands Group, on the one hand, and joint defense doctrines members of the VS Group, on the other hand, may possess documents or other applicable privileges information regarding the other Group that is or may be subject to Privileges (such documents and other information collectively, the “Privileged Information”); . Each Party agrees to use commercially reasonable efforts to protect and maintain, and to cause their respective Affiliates to protect and maintain, any applicable claim to Privilege in order to prevent any of the other Group’s Privileged Information from being disclosed or used in a manner inconsistent with such Privilege without the other Party’s consent, including by executing joint defense or common interest agreements where necessary or useful for this purpose. Without limiting the generality of the foregoing, a Party and its Affiliates shall not, without the other Party’s prior written consent, (i) waive any Privilege with respect to any of the other Party’s or any member of its Group’s Privileged Information, (ii) actual, threatened or future litigation, investigations, proceedings (including arbitration proceedings), claims or other legal matters have been or may be asserted by or againstfail to defend any Privilege with respect to any such Privileged Information, or otherwise affect, some or all members of the Horizon Group or the TriMas Group (“Litigation Matters”); (iii) members of the Horizon Group and the TriMas Group have or may in the future have a common legal interest in Litigation Matters, in the Privileged Information and in the preservation of the protected status of the Privileged Information; and (iv) each of Horizon and TriMas (on behalf of itself and the fail to take any other members of its Group) intends that the transactions contemplated by this Agreement and the Ancillary Agreements and actions reasonably necessary to preserve any transfer of Privileged Information in connection herewith or therewith will not operate as a waiver of Privilege with respect to any applicable privilege or protection afforded such Privileged Information. (b) Upon receipt by a Party or any member of such Party’s Group of any subpoena, discovery or other request that calls for the production or disclosure of Privileged Information of the other Party or a member of its Group, or if a Party has knowledge that its or a member of its Group’s directors, officers, employees or representatives have received such a subpoena, discovery or other request, such Party shall promptly notify the other Party of the existence of the request and shall provide the other Party a reasonable opportunity to review the information and to assert any rights it or a member of its Group may have under this Section 4.07 or otherwise to prevent the production or disclosure of such Privileged Information. Each Party agrees that neither it nor any member of Horizon its Group will produce or disclose any information that may be covered by a Privilege of the other Party or a member of its Group under this Section 4.07 unless (i) the other Party has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld) or (ii) a court of competent jurisdiction has entered an order finding that the information is not entitled to protection under any applicable Privilege or otherwise requires disclosure of such information, in each case except as set forth in Section 4.07(f). (c) Any furnishing of, or access or transfer of, any information pursuant to this Agreement is made in reliance on the agreement of L Brands and TriMas agreesVS set forth in this Section 4.07 and in Section 4.06 to maintain the confidentiality of Privileged Information and to assert and maintain all applicable privileges and immunities. The Parties agree that their respective rights to any access to information, on behalf witnesses and other Persons, the furnishing of itself notices and each documents and other cooperative efforts between the Parties contemplated by this Agreement, and the transfer of Privileged Information between the Parties and members of their respective Groups as needed pursuant to this Agreement, shall not be deemed a waiver of any privilege that has been or may be asserted under this Agreement or otherwise. (d) In the event that any member of the L Brands Group of which it is a member, not to disclose knowingly or otherwise waive and any privilege or protection attaching to any Privileged Information relating to a member of the VS Group cooperate in the mutual defense of any Third Party Claim, such cooperation shall not constitute a waiver or qualification of such Party’s right to assert and defend any applicable claim to Privilege. (e) Each of the L Brands Group and the VS Group covenants and agrees that, following the Distribution Time, Xxxxx Xxxx & Xxxxxxxx LLP or any other internal or external legal counsel currently representing the VS Group or relating to or arising in connection with any directors of the relationship between the Groups prior L Brands Group (each a “Prior Company Counsel”) may serve as counsel to the DistributionL Brands Group and its Affiliates, without providing prompt written notice to and obtaining or, with the prior written consent of L Brands (not to be unreasonably withheld, conditioned or delayed), the other. VS Group and its Affiliates, in connection with any matters arising under or related to this Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, including with respect to any Action, claim or obligation arising out of or related to this Agreement or any Ancillary Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Distribution Time. The VS Group hereby irrevocably (ci) Upon waives any claim the VS Group has or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenants and agrees that, in the event that a dispute arises after the Distribution Time between the VS Group (or any of its Affiliates) and the L Brands Group (or any of its Affiliates), Prior Company Counsel may represent any member of the Horizon L Brands Group or and any Affiliates thereof in such dispute even though the TriMas interests of such Person(s) may be directly adverse to the VS Group receiving and even though Prior Company Counsel may have represented the VS Group in a matter substantially related to such dispute. (f) Notwithstanding anything to the contrary in this Section 4.07, in the event of any subpoena or other compulsory disclosure notice from a Governmental Authority that requests disclosure of Privileged Information belonging to a adversarial Action between any member of the L Brands Group, on the one hand, and any member of the VS Group on the other hand, related to the transactions contemplated by this Agreement or any Ancillary Agreement, L Brands shall be entitled to control the assertion or waiver of all Privileges in connection with such matter and shall have the sole right to waive any Privilege in connection with such matter, without obtaining VS’s consent pursuant to Section 4.07(a); provided that such waiver of Privilege shall be effective only as to the use of information with respect to the Action between the Parties or the applicable members of their respective Groups related to the transactions contemplated by this Agreement or any Ancillary Agreement, and shall not operate as a waiver of the Privilege with respect to any Third Party. (g) Each of the VS Group and the L Brands Group hereby acknowledges and confirms that it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Section 4.07, including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section 4.07 is for the benefit of the L Brands Group, the recipient of VS Group and Prior Company Counsel, and the notice will promptly provide to TriMas, in the case of receipt by a member of the Horizon L Brands Group, or to Horizon, in the case of receipt by a member of the TriMas Group, a copy of such notice, the intended response and all materials or information relating to the other Group that might be disclosed. In the event of a disagreement as to the intended response or disclosure, unless and until the disagreement is resolved as provided in Article VIII, the members of the Horizon VS Group and the TriMas Entities will cooperate to assert all defenses to disclosure claimed, at the cost and expense Prior Company Counsel are intended third party beneficiaries of the members of the Group claiming such defenses to disclosurethis Section 4.07. This Section 4.07 shall be irrevocable, and will not disclose any disputed documents no term of this Section 4.07 may be amended, waived or information until all legal defenses modified, without the prior written consent of L Brands, VS and claims of privilege have been Finally DeterminedPrior Company Counsel. The covenants and obligations set forth in this Section 4.07 shall survive the Distribution Time indefinitely.

Privileged Information. In furtherance of the rights and obligations of the Parties set forth in this Article VII: (a) Each The parties acknowledge that members of Horizon (the Xxxxxx Xxxxxxx Group, on behalf the one hand, and members of itself and the Discover Group, on the other Horizon Entities) and TriMas (on behalf of itself and hand, may possess documents or other information regarding the other TriMas Entities) acknowledges that: (i) each member of the Horizon Group and the TriMas Group has or may obtain Information that is or may be protected from disclosure pursuant subject to the attorney-client privilege, the work product doctrinedoctrine or common interest privilege (collectively, “Privileges”; and such documents and other information collectively, the common interest and joint defense doctrines or other applicable privileges (“Privileged Information”); . Each party agrees to use reasonable efforts to protect and maintain, and to cause their respective Affiliates to protect and maintain, any applicable claim to Privilege in order to prevent any of the other party’s Privileged Information from being disclosed or used in a manner inconsistent with such Privilege without the other party’s consent. Without limiting the generality of the foregoing, the parties and their respective Affiliates shall not, without the other party’s prior written consent, (i) waive any Privilege with respect to any of the other party’s Privileged Information, (ii) actual, threatened or future litigation, investigations, proceedings (including arbitration proceedings), claims or other legal matters have been or may be asserted by or againstfail to defend any Privilege with respect to any such Privileged Information, or otherwise affect, some or all members of the Horizon Group or the TriMas Group (“Litigation Matters”); (iii) members of the Horizon Group and the TriMas Group have or may in the future have a common legal interest in Litigation Matters, in the Privileged Information and in the preservation of the protected status of the Privileged Information; and (iv) each of Horizon and TriMas (on behalf of itself and the fail to take any other members of its Group) intends that the transactions contemplated by this Agreement and the Ancillary Agreements and actions necessary to preserve any transfer of Privileged Information in connection herewith or therewith will not operate as a waiver of Privilege with respect to any applicable privilege or protection afforded such Privileged Information. (b) Each Upon receipt by either party of Horizon and TriMas agreesany subpoena, on behalf of itself and each member of the Group of which it is a member, not to disclose knowingly or otherwise waive any privilege or protection attaching to any Privileged Information relating to a member of the other Group or relating to or arising in connection with the relationship between the Groups prior to the Distribution, without providing prompt written notice to and obtaining the prior written consent of the other. (c) Upon any member of the Horizon Group or the TriMas Group receiving any subpoena discovery or other compulsory disclosure notice from a Governmental Authority request that requests calls for the production or disclosure of Privileged Information belonging to a member of the other Groupparty, such party shall promptly notify the recipient other party of the notice existence of the request and shall provide the other party a reasonable opportunity to review the information and to assert any rights it may have under this Section 5.06 or otherwise to prevent the production or disclosure of such Privileged Information. Each party agrees that it will promptly provide to TriMas, in the case of receipt not produce or disclose any information that may be covered by a member Privilege of the Horizon Group, or to Horizon, in the case of receipt by a member of the TriMas Group, a copy of such notice, the intended response and all materials or information relating to party under this Section 5.06 unless (i) the other Group party has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld) or (ii) a court of competent jurisdiction has entered a final, nonappealable order finding that might be disclosed. In the event of a disagreement as information is not entitled to the intended response or disclosure, unless and until the disagreement is resolved as provided in Article VIII, the members of the Horizon Group and the TriMas Entities will cooperate to assert all defenses to disclosure claimed, at the cost and expense of the members of the Group claiming such defenses to disclosure, and will not disclose protection under any disputed documents or information until all legal defenses and claims of privilege have been Finally Determinedapplicable Privilege.

Privileged Information. In furtherance of the rights and obligations of the Parties set forth in this Article VII: (a) Each The parties acknowledge that members of Horizon (the ADS Group, on behalf the one hand, and members of itself and the Loyalty Ventures Group, on the other Horizon Entities) and TriMas (on behalf of itself and hand, may possess documents or other information regarding the other TriMas Entities) acknowledges that: (i) each member of the Horizon Group and the TriMas Group has or may obtain Information that is or may be protected from disclosure pursuant subject to the attorney-client privilege, the work product doctrinedoctrine or common interest privilege (collectively, “Privileges”; and such documents and other information collectively, the common interest and joint defense doctrines or other applicable privileges (“Privileged Information”); . Each party agrees to use commercially reasonable efforts to protect and maintain, and to cause their respective Affiliates to protect and maintain, any applicable claim to Privilege in order to prevent any of the other Group’s Privileged Information from being disclosed or used in a manner inconsistent with such Privilege without the other party’s consent. Without limiting the generality of the foregoing, a party and its Affiliates shall not, without the other party’s prior written consent, (i) waive any Privilege with respect to any of the other party’s or any member of its Group’s Privileged Information, (ii) actualfail to defend any Privilege with respect to any such Privileged Information, threatened or future (iii) fail to take any other actions reasonably necessary to preserve any Privilege with respect to any such Privileged Information. (b) Upon receipt by a party or any member of such party’s Group of any subpoena, discovery or other request that calls for the production or disclosure of Privileged Information of the other party or a member of its Group, such party shall promptly notify the other party of the existence of the request and shall provide the other party a reasonable opportunity to review the information and to assert any rights it or a member of its Group may have under this Section 4.07 or otherwise to prevent the production or disclosure of such Privileged Information. Each party agrees that neither it nor any member of its Group will produce or disclose any information that may be covered by a Privilege of the other party or a member of its Group under this Section 4.07 unless (i) the other party has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld) or (ii) a court of competent jurisdiction has entered an order finding that the information is not entitled to protection under any applicable Privilege or otherwise requires disclosure of such information. (c) In the event that any member of the ADS Group and any member of the Loyalty Ventures Group cooperate in the mutual defense of any Third Party Claim, such cooperation shall not constitute a waiver or qualification of such party’s right to assert and defend any applicable claim to Privilege. (d) Each of the ADS Group and the Loyalty Ventures Group covenants and agrees that, following the Distribution Time, Xxxxx Xxxx & Xxxxxxxx LLP or any other internal or external legal counsel currently representing the Loyalty Ventures Group (each a “Prior Company Counsel”) may serve as counsel to the ADS Group and its Affiliates in connection with any matters arising under or related to this Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, including with respect to any litigation, investigationsClaim or obligation arising out of or related to this Agreement or any Ancillary Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, proceedings notwithstanding any representation by the Prior Company Counsel prior to the Distribution Time. The ADS Group and the Loyalty Ventures Group hereby irrevocably (including arbitration proceedingsi) waive any Claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in the event that a dispute arises after the Distribution Time between the Loyalty Ventures Group (or any of its Affiliates) and the ADS Group (or any of its Affiliates), claims or other legal matters have been or Prior Company Counsel may represent any member of the ADS Group and any Affiliates thereof in such dispute even though the interests of such Person(s) may be asserted by or against, or otherwise affect, some or all directly adverse to the Loyalty Ventures Group and even though Prior Company Counsel may have represented the Loyalty Ventures Group in a matter substantially related to such dispute. (e) All communications between members of the Horizon ADS Group, on the one hand, and Prior Company Counsel, on the other hand, related to the transactions contemplated by this Agreement or any Ancillary Agreement shall be deemed to be attorney-client confidences that belong solely to such members of the ADS Group or the TriMas Group Prior Company Counsel (the “Litigation MattersPre-Distribution Time Communications”); (iii) members . Accordingly, the Loyalty Ventures Group shall not have access to any such Pre-Distribution Time Communications or to the files of Prior Company Counsel relating to such engagement related to the transactions contemplated hereby from and after the Distribution Time, and all books, records and other materials of the Horizon Loyalty Ventures Group and the TriMas Group have in any medium (including electronic copies) containing or may in the future have a common legal interest in Litigation Matters, in the Privileged Information and in the preservation reflecting any of the protected status Pre-Distribution Time Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby assigned and transferred to the ADS Group effective as of the Distribution Time (collectively, the “ADS Group Privileged Information; and (iv) each Materials”). The ADS Group may cause all of Horizon the ADS Group Privileged Materials to be distributed to the ADS Group immediately prior to the Distribution Time with no copies thereof retained by the Loyalty Ventures Group or its respective representatives, and TriMas (on behalf of itself and the other members of its Group) intends that all such distributed ADS Group Privileged Materials shall be excluded from the transactions contemplated by this Agreement and each Ancillary Agreement. From and after the Ancillary Agreements Distribution Time, in the event that any member of the Loyalty Ventures Group shall possess any ADS Group Privileged Materials, such member of the Loyalty Ventures Group shall promptly cause such ADS Group Privileged Materials to be distributed to the ADS Group in accordance with this Section 4.07(e) or destroyed, at the election of Loyalty Ventures. In addition, from and after the Distribution Time, (i) the Loyalty Ventures Group and its representatives shall maintain the confidentiality of the ADS Group Privileged Materials and (ii) none of the members of the Loyalty Ventures Group or their respective representatives shall access or in any transfer of way, directly or indirectly, use or rely upon any ADS Group Privileged Information Materials (whether or not distributed to the ADS Group prior to the Distribution Time in connection herewith or therewith will accordance with this Section 4.07(e)). To the extent that any ADS Group Privileged Materials are not operate as delivered to the ADS Group, the Loyalty Ventures Group agrees not to assert a waiver of any applicable privilege Privilege or protection afforded with respect to such materials. Without limiting the generality of the foregoing, from and after the Distribution Time, (a) the ADS Group shall be the sole holders of the Privileges with respect to the ADS Group Privileged Information. Materials, and no member of the Loyalty Ventures Group shall be a holder thereof, (b) Each to the extent that files of Horizon Prior Company Counsel in respect of ADS Group Privileged Materials constitute property of the client, only the ADS Group shall hold such property rights, (c) Prior Company Counsel shall have no duty whatsoever to reveal or disclose any ADS Group Privileged Materials to the Loyalty Ventures Group by reason of any attorney-client relationship between Prior Company Counsel and TriMas agreesthe Loyalty Ventures Group and (d) after the Distribution Date, all communications between members of the Loyalty Ventures Group, on behalf of itself the one hand, and each any attorneys retained by any member of the Group of which it is a memberLoyalty Ventures Group, not on the other hand, shall be deemed to disclose knowingly or otherwise waive any privilege or protection attaching be attorney-client confidences that belong solely to any Privileged Information relating to a member such members of the other Loyalty Ventures Group or relating such attorneys. Each of the Loyalty Ventures Group and the ADS Group hereby acknowledges and confirms that it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Section 4.07(e), including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section 4.07(e) is for the benefit of the ADS Group and Prior Company Counsel, and the ADS Group and Prior Company Counsel are intended third party beneficiaries of this Section 4.07(e). This Section 4.07(e) shall be irrevocable, and no term of this Section 4.07(e) may be amended, waived or arising in connection with the relationship between the Groups prior to the Distributionmodified, without providing prompt written notice to and obtaining the prior written consent of the other. (c) Upon any member of the Horizon Group or the TriMas Group receiving any subpoena or other compulsory disclosure notice from a Governmental Authority that requests disclosure of Privileged Information belonging to a member of the other Group, the recipient of the notice will promptly provide to TriMas, in the case of receipt by a member of the Horizon Group, or to Horizon, in the case of receipt by a member of the TriMas Group, a copy of such notice, the intended response and all materials or information relating to the other Group that might be disclosed. In the event of a disagreement as to the intended response or disclosure, unless and until the disagreement is resolved as provided in Article VIII, the members of the Horizon ADS Group and Prior Company Counsel. The covenants and obligations set forth in this Section 4.07(e) shall survive for ten (10) years following the TriMas Entities will cooperate to assert all defenses to disclosure claimed, at the cost and expense of the members of the Group claiming such defenses to disclosure, and will not disclose any disputed documents or information until all legal defenses and claims of privilege have been Finally DeterminedDistribution Time.

Privileged Information. In furtherance of the rights and obligations of the Parties set forth in this Article VII: (a) Each of Horizon (on behalf of itself and the other Horizon Entities) and TriMas (on behalf of itself and the other TriMas Entities) Party acknowledges that: : (i) each member of IP and Spinco (and the members of the Horizon IP Group and the TriMas Group Spinco Group, respectively) has or may obtain Information that is Privileged Information; (ii) there are or may be protected from disclosure pursuant to the attorney-client privilege, the work product doctrine, the common interest a number of Litigation Matters affecting each or both of IP and joint defense doctrines or other applicable privileges (“Privileged Information”); (ii) actual, threatened or future litigation, investigations, proceedings (including arbitration proceedings), claims or other legal matters have been or may be asserted by or against, or otherwise affect, some or all members of the Horizon Group or the TriMas Group (“Litigation Matters”); Spinco; (iii) members of the Horizon Group both IP and the TriMas Group have or may in the future Spinco have a common legal interest in Litigation Matters, in the Privileged Information and in the preservation of the protected confidential status of the Privileged Information, in each case relating to the pre-Distribution Spinco Business or IP Business or, in the case of the Spinco Group, relating to or arising in connection with the relationship among IP and its Subsidiaries on or prior to the Distribution Date; and and (iv) each of Horizon both IP and TriMas (on behalf of itself and the other members of its Group) intends Spinco intend that the transactions contemplated hereby and by this the Merger Agreement and the Ancillary other Transaction Agreements and any transfer of Privileged Information in connection herewith or therewith will shall not operate as a waiver of any potentially applicable privilege or protection afforded Privileged Informationprivilege. (b) Each of Horizon IP and TriMas Spinco agrees, on behalf of itself and each member of the Group of which it is a member, not to disclose knowingly or otherwise waive any privilege or protection attaching to any Privileged Information relating to a member the pre-Distribution Spinco Business or IP Business, as applicable, or, in the case of the other Group or Spinco Group, relating to or arising in connection with the relationship between the Groups among IP and its Subsidiaries on or prior to the DistributionDistribution Date, without providing prompt written notice to and obtaining the prior written consent of the otherother Party, which consent shall not be unreasonably withheld, conditioned or delayed and shall not be withheld, conditioned or delayed if the other Party certifies that such disclosure is to be made in response to a likely threat of suspension or debarment or similar action; provided, that Spinco and IP shall not be required to give any such notice or obtain any such consent and may make such disclosure or waiver with respect to Privileged Information if such Privileged Information relates solely to the pre-Distribution Spinco Business or IP Business, respectively. In the event of a disagreement between any member of the IP Group and any member of the Spinco Group concerning the reasonableness of withholding such consent, no disclosure shall be made prior to a resolution of such disagreement by a court of competent jurisdiction, provided that the limitations in this sentence shall not apply in the case of disclosure required by Law and so certified as provided in the first sentence of this paragraph. (c) Upon any member of the Horizon IP Group or any member of the TriMas Spinco Group receiving any subpoena or other compulsory disclosure notice from a court or other Governmental Authority that which requests disclosure of Privileged Information belonging Information, in each case relating to a member pre-Distribution Spinco Business or IP Business, as applicable, or, in the case of the other Spinco Group, relating to or arising in connection with the relationship among IP and its Subsidiaries on or prior to the Distribution Date, the recipient of the notice will shall (to the extent consent is required in connection with the disclosure of such Privileged Information under paragraph (b) of this Section) as promptly as practicable provide to TriMas, in the case of receipt by a member of other Group (following the Horizon Group, or to Horizon, in the case of receipt by a member of the TriMas Group, notice provisions set forth herein) a copy of such notice, the intended response response, and all materials or information relating to the other Group that might be discloseddisclosed and the proposed date of disclosure. In the event of a disagreement as to the intended response or disclosure, unless and until the disagreement is resolved as provided in Article VIIIparagraph (b) of this Section, the members of the Horizon Group and the TriMas Entities will Parties shall cooperate to assert all defenses to disclosure claimed, at the cost and expense of the members of the Group claiming claimed by either such defenses to disclosureParty’s Group, and will shall not disclose any disputed documents or information until all legal defenses and claims of privilege have been Finally Determinedfinally determined, except as otherwise required by a court order requiring such disclosure.

Privileged Information. In furtherance of the rights and obligations of the Parties set forth in this Article VII: (a) Each The parties acknowledge that members of Horizon (the Mxxxxx Oil Group, on behalf the one hand, and members of itself and the Mxxxxx USA Group, on the other Horizon Entities) and TriMas (on behalf of itself and hand, may possess documents or other information regarding the other TriMas Entities) acknowledges that: (i) each member of the Horizon Group and the TriMas Group has or may obtain Information that is or may be protected from disclosure pursuant subject to the attorney-client privilege, the work product doctrinedoctrine or common interest privilege (collectively, “Privileges”; and such documents and other information collectively, the common interest and joint defense doctrines or other applicable privileges (“Privileged Information”); . Each party agrees to use reasonable efforts to protect and maintain, and to cause their respective Affiliates to protect and maintain, any applicable claim to Privilege in order to prevent any of the other Group’s Privileged Information from being disclosed or used in a manner inconsistent with such Privilege without the other party’s consent. Without limiting the generality of the foregoing, a party and its Affiliates shall not, without the other party’s prior written consent, (i) waive any Privilege with respect to any of the other party’s or any member of its Group’s Privileged Information, (ii) actual, threatened or future litigation, investigations, proceedings (including arbitration proceedings), claims or other legal matters have been or may be asserted by or againstfail to defend any Privilege with respect to any such Privileged Information, or otherwise affect, some or all members of the Horizon Group or the TriMas Group (“Litigation Matters”); (iii) members of the Horizon Group and the TriMas Group have or may in the future have a common legal interest in Litigation Matters, in the Privileged Information and in the preservation of the protected status of the Privileged Information; and (iv) each of Horizon and TriMas (on behalf of itself and the fail to take any other members of its Group) intends that the transactions contemplated by this Agreement and the Ancillary Agreements and actions reasonably necessary to preserve any transfer of Privileged Information in connection herewith or therewith will not operate as a waiver of Privilege with respect to any applicable privilege or protection afforded such Privileged Information. (b) Each of Horizon and TriMas agrees, on behalf of itself and each member of the Group of which it is Upon receipt by a member, not to disclose knowingly party or otherwise waive any privilege or protection attaching to any Privileged Information relating to a member of the other Group or relating to or arising in connection with the relationship between the Groups prior to the Distribution, without providing prompt written notice to and obtaining the prior written consent of the other. (c) Upon any member of the Horizon such party’s Group or the TriMas Group receiving of any subpoena subpoena, discovery or other compulsory disclosure notice from a Governmental Authority request that requests calls for the production or disclosure of Privileged Information belonging to of the other party or a member of its Group, such party shall promptly notify the other Group, the recipient party of the notice will promptly existence of the request and shall provide the other party a reasonable opportunity to TriMas, in review the case of receipt by information and to assert any rights it or a member of its Group may have under this Section 5.07 or otherwise to prevent the Horizon Group, production or to Horizon, in disclosure of such Privileged Information. Each party agrees that neither it nor any member of its Group will produce or disclose any information that may be covered by a Privilege of the case of receipt by party or a member of its Group under this Section 5.07 unless (i) the TriMas Group, other party has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld) or (ii) a copy court of competent jurisdiction has entered an order finding that the information is not entitled to protection under any applicable Privilege or otherwise requires disclosure of such notice, the intended response and all materials or information relating to the other Group that might be disclosed. In the event of a disagreement as to the intended response or disclosure, unless and until the disagreement is resolved as provided in Article VIII, the members of the Horizon Group and the TriMas Entities will cooperate to assert all defenses to disclosure claimed, at the cost and expense of the members of the Group claiming such defenses to disclosure, and will not disclose any disputed documents or information until all legal defenses and claims of privilege have been Finally Determinedinformation.

Privileged Information. In furtherance (a) The Parties recognize that legal and other professional services that have been provided prior to the Distribution (whether by outside counsel, in-house counsel or other legal professionals) have been and will be rendered for the collective benefit of each of the rights and obligations members of the Parties L Brands Group and the VS Group, and that, except as set forth in this Article VII: (a) Each of Horizon (on behalf of itself and the other Horizon Entities) and TriMas (on behalf of itself and the other TriMas Entities) acknowledges that: (i) Section 4.07(f), each member of the Horizon members of the L Brands Group and the TriMas VS Group has or may obtain Information that is or may shall be protected from disclosure pursuant deemed to be the client with respect to such services for the purposes of asserting all attorney-client privilege, the work product doctrinedoctrine or common interest privilege (collectively, “Privileges”) which may be asserted under Applicable Law in connection therewith. Except as set forth in Section 4.07(f), the common interest Parties agree that they shall have a shared privilege or immunity with respect to all Privileges. The Parties hereto acknowledge that members of the L Brands Group, on the one hand, and joint defense doctrines members of the VS Group, on the other hand, may possess documents or other applicable privileges information regarding the other Group that is or may be subject to Privileges (such documents and other information collectively, the “Privileged Information”); . Each Party agrees to use commercially reasonable efforts to protect and maintain, and to cause their respective Affiliates to protect and maintain, any applicable claim to Privilege in order to prevent any of the other Group’s Privileged Information from being disclosed or used in a manner inconsistent with such Privilege without the other Party’s consent, including by executing joint defense or common interest agreements where necessary or useful for this purpose. Without limiting the generality of the foregoing, a Party and its Affiliates shall not, without the other Party’s prior written consent, (i) waive any Privilege with respect to any of the other Party’s or any member of its Group’s Privileged Information, (ii) actual, threatened or future litigation, investigations, proceedings (including arbitration proceedings), claims or other legal matters have been or may be asserted by or againstfail to defend any Privilege with respect to any such Privileged Information, or otherwise affect, some or all members of the Horizon Group or the TriMas Group (“Litigation Matters”); (iii) members of the Horizon Group and the TriMas Group have or may in the future have a common legal interest in Litigation Matters, in the Privileged Information and in the preservation of the protected status of the Privileged Information; and (iv) each of Horizon and TriMas (on behalf of itself and the fail to take any other members of its Group) intends that the transactions contemplated by this Agreement and the Ancillary Agreements and actions reasonably necessary to preserve any transfer of Privileged Information in connection herewith or therewith will not operate as a waiver of Privilege with respect to any applicable privilege or protection afforded such Privileged Information. (b) Upon receipt by a Party or any member of such Party’s Group of any subpoena, discovery or other request that calls for the production or disclosure of Privileged Information of the other Party or a member of its Group, or if a Party has knowledge that its or a member of its Group’s directors, officers, employees or representatives have received such a subpoena, discovery or other request, such Party shall promptly notify the other Party of the existence of the request and shall provide the other Party a reasonable opportunity to review the information and to assert any rights it or a member of its Group may have under this ‎Section 4.07 or otherwise to prevent the production or disclosure of such Privileged Information. Each Party agrees that neither it nor any member of Horizon its Group will produce or disclose any information that may be covered by a Privilege of the other Party or a member of its Group under this ‎Section 4.07 unless (i) the other Party has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld) or (ii) a court of competent jurisdiction has entered an order finding that the information is not entitled to protection under any applicable Privilege or otherwise requires disclosure of such information, in each case except as set forth in Section 4.07(f). (c) Any furnishing of, or access or transfer of, any information pursuant to this Agreement is made in reliance on the agreement of L Brands and TriMas agreesVS set forth in this ‎Section 4.07 and in ‎Section 4.06 to maintain the confidentiality of Privileged Information and to assert and maintain all applicable privileges and immunities. The Parties agree that their respective rights to any access to information, on behalf witnesses and other Persons, the furnishing of itself notices and each documents and other cooperative efforts between the Parties contemplated by this Agreement, and the transfer of Privileged Information between the Parties and members of their respective Groups as needed pursuant to this Agreement, shall not be deemed a waiver of any privilege that has been or may be asserted under this Agreement or otherwise. (d) In the event that any member of the L Brands Group of which it is a member, not to disclose knowingly or otherwise waive and any privilege or protection attaching to any Privileged Information relating to a member of the VS Group cooperate in the mutual defense of any Third Party Claim, such cooperation shall not constitute a waiver or qualification of such Party’s right to assert and defend any applicable claim to Privilege. (e) Each of the L Brands Group and the VS Group covenants and agrees that, following the Distribution Time, Xxxxx Xxxx & Xxxxxxxx LLP or any other internal or external legal counsel currently representing the VS Group or relating to or arising in connection with any directors of the relationship between the Groups prior L Brands Group (each a “Prior Company Counsel”) may serve as counsel to the DistributionL Brands Group and its Affiliates, without providing prompt written notice to and obtaining or, with the prior written consent of L Brands (not to be unreasonably withheld, conditioned or delayed), the other. VS Group and its Affiliates, in connection with any matters arising under or related to this Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, including with respect to any Action, claim or obligation arising out of or related to this Agreement or any Ancillary Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Distribution Time. The VS Group hereby irrevocably (ci) Upon waives any claim the VS Group has or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenants and agrees that, in the event that a dispute arises after the Distribution Time between the VS Group (or any of its Affiliates) and the L Brands Group (or any of its Affiliates), Prior Company Counsel may represent any member of the Horizon L Brands Group or and any Affiliates thereof in such dispute even though the TriMas interests of such Person(s) may be directly adverse to the VS Group receiving and even though Prior Company Counsel may have represented the VS Group in a matter substantially related to such dispute. (f) Notwithstanding anything to the contrary in this Section 4.07, in the event of any subpoena or other compulsory disclosure notice from a Governmental Authority that requests disclosure of Privileged Information belonging to a adversarial Action between any member of the L Brands Group, on the one hand, and any member of the VS Group on the other hand, related to the transactions contemplated by this Agreement or any Ancillary Agreement, L Brands shall be entitled to control the assertion or waiver of all Privileges in connection with such matter and shall have the sole right to waive any Privilege in connection with such matter, without obtaining VS’s consent pursuant to Section 4.07(a); provided that such waiver of Privilege shall be effective only as to the use of information with respect to the Action between the Parties or the applicable members of their respective Groups related to the transactions contemplated by this Agreement or any Ancillary Agreement, and shall not operate as a waiver of the Privilege with respect to any Third Party. (g) Each of the VS Group and the L Brands Group hereby acknowledges and confirms that it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Section 4.07, including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section 4.07 is for the benefit of the L Brands Group, the recipient of VS Group and Prior Company Counsel, and the notice will promptly provide to TriMas, in the case of receipt by a member of the Horizon L Brands Group, or to Horizon, in the case of receipt by a member of the TriMas Group, a copy of such notice, the intended response and all materials or information relating to the other Group that might be disclosed. In the event of a disagreement as to the intended response or disclosure, unless and until the disagreement is resolved as provided in Article VIII, the members of the Horizon VS Group and the TriMas Entities will cooperate to assert all defenses to disclosure claimed, at the cost and expense Prior Company Counsel are intended third party beneficiaries of the members of the Group claiming such defenses to disclosurethis Section 4.07. This Section 4.07 shall be irrevocable, and will not disclose any disputed documents no term of this ‎Section 4.07 may be amended, waived or information until all legal defenses modified, without the prior written consent of L Brands, VS and claims of privilege have been Finally DeterminedPrior Company Counsel. The covenants and obligations set forth in this Section 4.07 shall survive the Distribution Time indefinitely.

Privileged Information. In furtherance of the rights and obligations of the Parties set forth in this Article VII: (a) Each The parties acknowledge that members of Horizon (the Xxxxxx Group, on behalf the one hand, and members of itself and the SDG Group, on the other Horizon Entities) and TriMas (on behalf of itself and hand, may possess documents or other information regarding the other TriMas Entities) acknowledges that: (i) each member of the Horizon Group and the TriMas Group has or may obtain Information that is or may be protected from disclosure pursuant subject to the attorney-client privilege, the work product doctrinedoctrine or common interest privilege (collectively, “Privileges”; and such documents and other information collectively, the common interest and joint defense doctrines or other applicable privileges (“Privileged Information”); . Each party agrees to use reasonable efforts to protect and maintain, and to cause their respective Affiliates to protect and maintain, any applicable claim to Privilege in order to prevent any of the other party’s Privileged Information from being disclosed or used in a manner inconsistent with such Privilege without the other party’s consent. Without limiting the generality of the foregoing, the parties and their respective Affiliates shall not, without the other party’s prior written consent, (i) waive any Privilege with respect to any of the other party’s Privileged Information, (ii) actual, threatened or future litigation, investigations, proceedings (including arbitration proceedings), claims or other legal matters have been or may be asserted by or againstfail to defend any Privilege with respect to any such Privileged Information, or otherwise affect, some or all members of the Horizon Group or the TriMas Group (“Litigation Matters”); (iii) members of the Horizon Group and the TriMas Group have or may in the future have a common legal interest in Litigation Matters, in the Privileged Information and in the preservation of the protected status of the Privileged Information; and (iv) each of Horizon and TriMas (on behalf of itself and the fail to take any other members of its Group) intends that the transactions contemplated by this Agreement and the Ancillary Agreements and actions necessary to preserve any transfer of Privileged Information in connection herewith or therewith will not operate as a waiver of Privilege with respect to any applicable privilege or protection afforded such Privileged Information. (b) Each Upon receipt by either party of Horizon and TriMas agreesany subpoena, on behalf of itself and each member of the Group of which it is a member, not to disclose knowingly or otherwise waive any privilege or protection attaching to any Privileged Information relating to a member of the other Group or relating to or arising in connection with the relationship between the Groups prior to the Distribution, without providing prompt written notice to and obtaining the prior written consent of the other. (c) Upon any member of the Horizon Group or the TriMas Group receiving any subpoena discovery or other compulsory disclosure notice from a Governmental Authority request that requests calls for the production or disclosure of Privileged Information belonging to a member of the other Groupparty, such party shall promptly notify the recipient other party of the notice existence of the request and shall provide the other party a reasonable opportunity to review the information and to assert any rights it may have under this Section 5.06 or otherwise to prevent the production or disclosure of such Privileged Information. Each party agrees that it will promptly provide to TriMas, in the case of receipt not produce or disclose any information that may be covered by a member Privilege of the Horizon Group, or to Horizon, in the case of receipt by a member of the TriMas Group, a copy of such notice, the intended response and all materials or information relating to party under this Section 5.06 unless (i) the other Group party has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld) or (ii) a court of competent jurisdiction has entered a final, nonappealable order finding that might be disclosed. In the event of a disagreement as information is not entitled to the intended response or disclosure, unless and until the disagreement is resolved as provided in Article VIII, the members of the Horizon Group and the TriMas Entities will cooperate to assert all defenses to disclosure claimed, at the cost and expense of the members of the Group claiming such defenses to disclosure, and will not disclose protection under any disputed documents or information until all legal defenses and claims of privilege have been Finally Determinedapplicable Privilege.

Privileged Information. In furtherance of the rights and obligations of the Parties set forth in this Article VII: (a) Each The parties acknowledge that members of Horizon (the Masco Group, on behalf the one hand, and members of itself and the TopBuild Group, on the other Horizon Entities) and TriMas (on behalf of itself and hand, may possess documents or other information regarding the other TriMas Entities) acknowledges that: (i) each member of the Horizon Group and the TriMas Group has or may obtain Information that is or may be protected from disclosure pursuant subject to the attorney-client privilege, the work product doctrinedoctrine or common interest privilege (collectively, “Privileges”; and such documents and other information collectively, the common interest and joint defense doctrines or other applicable privileges (“Privileged Information”); . Each party agrees to use reasonable efforts to protect and maintain, and to cause their respective Affiliates to protect and maintain, any applicable claim to Privilege in order to prevent any of the other Group’s Privileged Information from being disclosed or used in a manner inconsistent with such Privilege without the other party’s consent. Without limiting the generality of the foregoing, a party and its Affiliates shall not, without the other party’s prior written consent, (i) waive any Privilege with respect to any of the other party’s or any member of its Group’s Privileged Information, (ii) actualfail to defend any Privilege with respect to any such Privileged Information, threatened or future (iii) fail to take any other actions reasonably necessary to preserve any Privilege with respect to any such Privileged Information. (b) Upon receipt by a party or any member of such party’s Group of any subpoena, discovery or other request that calls for the production or disclosure of Privileged Information of the other party or a member of its Group, such party shall promptly notify the other party of the existence of the request and shall provide the other party a reasonable opportunity to review the information and to assert any rights it or a member of its Group may have under this Section 5.07 or otherwise to prevent the production or disclosure of such Privileged Information. Each party agrees that neither it nor any member of its Group will produce or disclose any information that may be covered by a Privilege of the party or a member of its Group under this Section 5.07 unless (i) the other party has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld) or (ii) a court of competent jurisdiction has entered an order finding that the information is not entitled to protection under any applicable Privilege or otherwise requires disclosure of such information. (c) In the event that any member of the Masco Group and any member of the TopBuild Group cooperate in the mutual defense of any Third Party Claim, such cooperation shall not constitute a waiver or qualification of such Party’s right to assert and defend any applicable claim to Privilege. (d) Each of the Masco Group and the TopBuild Group covenants and agrees that, following the Distribution Time, Xxxxx Xxxx & Xxxxxxxx LLP or any other internal or external legal counsel currently representing TopBuild Group (each a “Prior Company Counsel”) may serve as counsel to Masco Group and its Affiliates in connection with any matters arising under or related to this Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, including with respect to any litigation, investigationsClaim or obligation arising out of or related to this Agreement or any Ancillary Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, proceedings notwithstanding any representation by the Prior Company Counsel prior to the Distribution Time. Masco Group and TopBuild Group hereby irrevocably (including arbitration proceedingsi) waive any Claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in the event that a dispute arises after the Distribution Time between TopBuild Group and Masco Group (together with its Affiliates), claims or other legal matters have been or Prior Company Counsel may represent any member of the Masco Group and any Affiliates thereof in such dispute even though the interests of such Person(s) may be asserted by directly adverse to Masco Group or against, or otherwise affect, some or all TopBuild Group and even though Prior Company Counsel may have represented the TopBuild Group in a matter substantially related to such dispute. (e) All communications between members of Masco Group, on the Horizon one hand, and Prior Company Counsel, on the other hand, related to the transactions contemplated by this Agreement or any Ancillary Agreement shall be deemed to be attorney-client confidences that belong solely to such members of Masco Group or the TriMas Group Prior Company Counsel (the “Litigation MattersPre-Distribution Time Communications”); . Accordingly, TopBuild Group shall not have access to any such Pre-Distribution Time Communications or to the files of Prior Company Counsel relating to such engagement related to the transactions contemplated hereby from and after the Distribution Time, and all books, records and other materials of TopBuild Group in any medium (iiiincluding electronic copies) members containing or reflecting any of the Horizon Group Pre-Distribution Time Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and the TriMas Group have or may in the future have a common legal interest in Litigation Matters, in the Privileged Information and in the preservation all rights with respect to any of the protected status foregoing, are hereby assigned and transferred to Masco Group effective as of the Distribution Time (collectively, the “Masco Group Privileged Information; and (iv) each Materials”). Masco Group may cause all of Horizon the Masco Group Privileged Materials to be distributed to Masco Group immediately prior to the Distribution Time with no copies thereof retained by the TopBuild Group or its respective representatives, and TriMas (on behalf of itself and the other members of its Group) intends that all such distributed Masco Group Privileged Materials shall be excluded from the transactions contemplated by this Agreement and each Ancillary Agreement. From and after the Ancillary Agreements Distribution Time, TopBuild Group and its representatives shall maintain the confidentiality of the Masco Group Privileged Materials. From and after the Distribution Time, none of TopBuild Group and its representatives shall access or in any transfer of way, directly or indirectly, use or rely upon any Masco Group Privileged Information Materials (whether or not distributed to Masco Group prior to the Distribution Time in connection herewith or therewith will accordance with this Section 5.07(e)). To the extent that any Masco Group Privileged Materials are not operate as delivered to Masco Group, TopBuild Group agrees not to assert a waiver of any applicable privilege or protection afforded with respect to such materials. Without limiting the generality of the foregoing, from and after the Distribution Time, (a) Masco Group shall be the sole holders of the Privileges with respect to the Masco Group Privileged Information. Materials, and no member of TopBuild Group shall be a holder thereof, (b) Each to the extent that files of Horizon and TriMas agrees, on behalf Prior Company Counsel in respect of itself and each member Masco Group Privileged Materials constitute property of the client, only Masco Group of which it is a membershall hold such property rights, not to disclose knowingly or otherwise waive any privilege or protection attaching to any Privileged Information relating to a member of the other Group or relating to or arising in connection with the relationship between the Groups prior to the Distribution, without providing prompt written notice to and obtaining the prior written consent of the other. (c) Upon Prior Company Counsel shall have no duty whatsoever to reveal or disclose any Masco Group Privileged Materials to TopBuild Group by reason of any attorney-client relationship between Prior Company Counsel and TopBuild Group and (d) after the Distribution Date, all communications between members of the TopBuild Group, on the one hand, and any attorneys retained by any member of the Horizon Group or the TriMas Group receiving any subpoena or other compulsory disclosure notice from a Governmental Authority that requests disclosure of Privileged Information belonging to a member of TopBuild Group, on the other Grouphand, the recipient of the notice will promptly provide shall be deemed to TriMas, in the case of receipt by a member of the Horizon Group, or be attorney-client confidences that belong solely to Horizon, in the case of receipt by a member of the TriMas Group, a copy of such notice, the intended response and all materials or information relating to the other Group that might be disclosed. In the event of a disagreement as to the intended response or disclosure, unless and until the disagreement is resolved as provided in Article VIII, the members of the Horizon TopBuild Group or such attorneys. Each of TopBuild Group and Masco Group hereby acknowledges and confirms that it has had the TriMas Entities will cooperate opportunity to assert all defenses to disclosure claimed, at review and obtain adequate information regarding the cost significance and expense risks of the members waivers and other terms and conditions of this Section 5.07(e), including the Group claiming opportunity to discuss with counsel such defenses matters and reasonable alternatives to disclosure, and will not disclose any disputed documents or information until all legal defenses and claims of privilege have been Finally Determined.such terms. This Section

Privileged Information. In furtherance of the rights and obligations of the Parties set forth in this Article VII: (a) Each of Horizon (The Parties acknowledge that ABC, on behalf of itself the one hand, and LRI, on the other Horizon Entities) and TriMas (on behalf of itself and hand, may possess documents or other information regarding the other TriMas Entities) acknowledges that: (i) each member of the Horizon Group and the TriMas Group has or may obtain Information Party that is or may be protected from disclosure pursuant subject to the attorney-client privilege, the work product doctrinedoctrine or common interest privilege (collectively, “Privileges”; and such documents and other information collectively, the common interest and joint defense doctrines or other applicable privileges (“Privileged Information”); . Each Party agrees to use reasonable efforts to protect and maintain, and to cause their respective Affiliates to protect and maintain, any applicable Claim to Privilege in order to prevent any of the other Party’s Privileged Information from being disclosed or used in a manner inconsistent with such Privilege without the other Party’s consent. Without limiting the generality of the foregoing, a Party and its Affiliates shall not, without the other Party’s prior written consent, (i) waive any Privilege with respect to any of the other Party’s Privileged Information, (ii) actual, threatened or future litigation, investigations, proceedings (including arbitration proceedings), claims or other legal matters have been or may be asserted by or againstfail to defend any Privilege with respect to any such Privileged Information, or otherwise affect, some or all members of the Horizon Group or the TriMas Group (“Litigation Matters”); (iii) members of the Horizon Group and the TriMas Group have or may in the future have a common legal interest in Litigation Matters, in the Privileged Information and in the preservation of the protected status of the Privileged Information; and (iv) each of Horizon and TriMas (on behalf of itself and the fail to take any other members of its Group) intends that the transactions contemplated by this Agreement and the Ancillary Agreements and actions reasonably necessary to preserve any transfer of Privileged Information in connection herewith or therewith will not operate as a waiver of Privilege with respect to any applicable privilege or protection afforded such Privileged Information. (b) Each Upon receipt by a Party of Horizon and TriMas agreesany subpoena, on behalf of itself and each member of the Group of which it is a member, not to disclose knowingly or otherwise waive any privilege or protection attaching to any Privileged Information relating to a member of the other Group or relating to or arising in connection with the relationship between the Groups prior to the Distribution, without providing prompt written notice to and obtaining the prior written consent of the other. (c) Upon any member of the Horizon Group or the TriMas Group receiving any subpoena discovery or other compulsory disclosure notice from a Governmental Authority request that requests calls for the production or disclosure of Privileged Information belonging to a member of the other GroupParty, such Party shall promptly notify the recipient other Party of the notice existence of the request and shall provide the other Party a reasonable opportunity to review the information and to assert any rights it may have under this Section 5.7 or otherwise to prevent the production or disclosure of such Privileged Information. Each Party agrees that it will promptly provide to TriMas, in the case of receipt not produce or disclose any information that may be covered by a member Privilege of the Horizon Group, under this Section 5.7 unless (i) the other Party has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld) or (ii) a court of competent jurisdiction has entered an order finding that the information is not entitled to Horizon, in the case of receipt by a member of the TriMas Group, a copy protection under any applicable Privilege or otherwise requires disclosure of such notice, the intended response and all materials or information relating to the other Group that might be disclosed. In the event of a disagreement as to the intended response or disclosure, unless and until the disagreement is resolved as provided in Article VIII, the members of the Horizon Group and the TriMas Entities will cooperate to assert all defenses to disclosure claimed, at the cost and expense of the members of the Group claiming such defenses to disclosure, and will not disclose any disputed documents or information until all legal defenses and claims of privilege have been Finally Determinedinformation.

Privileged Information. In furtherance of the rights and obligations of the Parties set forth in this Article VII: (a) Each The parties acknowledge that members of Horizon (the Madewell Group, on behalf the one hand, and members of itself and the J.Crew Group, on the other Horizon Entities) hand, may engage in communications and TriMas (on behalf of itself and possess documents or other information regarding the other TriMas Entities) acknowledges that: (i) each member of the Horizon Group and the TriMas Group has or may obtain Information that is are or may be protected from disclosure pursuant subject to the attorney-client privilege, the work product doctrinedoctrine or common interest privilege (collectively, “Privileges”; and such communications, documents and other information collectively, the common interest and joint defense doctrines or other applicable privileges (“Privileged Information”); . Each party agrees to use commercially reasonable efforts to (i) protect and maintain, and to cause their respective Affiliates to protect and maintain, any applicable claim to Privilege and (ii) actualprevent, threatened and to cause their respective Affiliates to prevent, any of the other Group’s Privileged Information from being disclosed or future used in a manner inconsistent with such Privilege without the other party’s consent. Without limiting the generality of the foregoing, a party and its Affiliates shall not, without the other party’s prior written consent, (i) waive any Privilege with respect to any of the other party’s or any member of its Group’s Privileged Information, (ii) fail to defend any Privilege with respect to any such Privileged Information, or (iii) fail to take any other actions reasonably necessary to preserve any Privilege with respect to any such Privileged Information. (b) Upon receipt by a party or any member of such party’s Group of any subpoena, discovery or other request that calls for the production or disclosure of Privileged Information of the other party or a member of its Group, such party shall promptly notify the other party of the existence of the request and shall provide the other party a reasonable opportunity to review the information and to assert any rights it or a member of its Group may have under this Section 4.07 or otherwise to prevent the production or disclosure of such Privileged Information. Each party agrees that neither it nor any member of its Group will produce or disclose any information that may be covered by a Privilege of the party or a member of its Group under this Section 4.07 unless (i) the other party has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld) or (ii) a court of competent jurisdiction has entered an order finding that the information is not entitled to protection under any applicable Privilege or otherwise requires disclosure of such information. (c) In the event that any member of the Madewell Group and any member of the J.Crew Group cooperate in the mutual defense of any Third Party Claim, such cooperation shall not constitute a waiver or qualification of such party’s right to assert and defend any applicable claim to Privilege. In such event, the parties shall use commercially reasonable efforts to enter into a joint defense agreement and any other agreements necessary to preserve Privilege pursuant to such Third Party Claim. (d) Each of the Madewell Group and the J.Crew Group covenants and agrees that, following the Distribution Time, Weil, Gotshal & Xxxxxx LLP or any other internal or external legal counsel currently representing a member of the J.Crew Group (each a “Prior Company Counsel”) may serve as counsel to the Madewell Group and its Affiliates in connection with any matters arising under or related to this Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, including with respect to any litigation, investigationsClaim or obligation arising out of or related to this Agreement or any Ancillary Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, proceedings notwithstanding any representation by the Prior Company Counsel prior to the Distribution Time. The Madewell Group and the J.Crew Group hereby irrevocably (including arbitration proceedingsi) waive any Claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in the event that a dispute arises after the Distribution Time between the J.Crew Group and the Madewell Group (together with its Affiliates), claims or other legal matters have been or Prior Company Counsel may represent any member of the Madewell Group and any Affiliates thereof in such dispute even though the interests of such Person(s) may be asserted by directly adverse to the Madewell Group or against, or otherwise affect, some or all the J.Crew Group and even though Prior Company Counsel may have represented the J.Crew Group in a matter substantially related to such dispute. (e) All communications between members of the Horizon Madewell Group, on the one hand, and Prior Company Counsel, on the other hand, related to the transactions contemplated by this Agreement or any Ancillary Agreement shall be deemed to be attorney-client confidences that belong solely to such members of the Madewell Group or the TriMas Group Prior Company Counsel (the “Litigation MattersPre-Distribution Time Communications”); (iii) members . Accordingly, the J.Crew Group shall not have access to any such Pre-Distribution Time Communications or to the files of Prior Company Counsel relating to such engagement related to the transactions contemplated hereby from and after the Distribution Time, and all books, records and other materials of the Horizon J.Crew Group and the TriMas Group have in any medium (including electronic copies) containing or may in the future have a common legal interest in Litigation Matters, in the Privileged Information and in the preservation reflecting any of the protected status Pre-Distribution Time Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby assigned and transferred to the Madewell Group effective as of the Distribution Time (collectively, the “Madewell Group Privileged Information; and (iv) each Materials”). The Madewell Group may cause all of Horizon the Madewell Group Privileged Materials to be distributed to the Madewell Group immediately prior to the Distribution Time with no copies thereof retained by the J.Crew Group or its respective representatives, and TriMas (on behalf of itself and the other members of its Group) intends that all such distributed Madewell Group Privileged Materials shall be excluded from the transactions contemplated by this Agreement and each Ancillary Agreement. From and after the Ancillary Agreements Distribution Time, in the event that any member of the J.Crew Group shall possess any Madewell Group Privileged Materials, such member of the J.Crew Group shall promptly cause such Madewell Group Privileged Materials to be distributed to the Madewell Group in accordance with this Section 4.07(e) or destroyed, at the election of Madewell. In addition, from and after the Distribution Time, (i) the J.Crew Group and its representatives shall maintain the confidentiality of the Madewell Group Privileged Materials and (ii) none of the members of the J.Crew Group or their respective representatives shall access or in any transfer of way, directly or indirectly, use or rely upon any Madewell Group Privileged Information Materials (whether or not distributed to the Madewell Group prior to the Distribution Time in connection herewith or therewith will accordance with this Section 4.07(e)). To the extent that any Madewell Group Privileged Materials are not operate as delivered to the Madewell Group, the J.Crew Group agrees not to assert a waiver of any applicable privilege or protection afforded with respect to such materials. Without limiting the generality of the foregoing, from and after the Distribution Time, (a) the Madewell Group shall be the sole holders of the Privileges with respect to the Madewell Group Privileged Information. Materials, and no member of the J.Crew Group shall be a holder thereof, (b) Each to the extent that files of Horizon Prior Company Counsel in respect of Madewell Group Privileged Materials constitute property of the client, only the Madewell Group shall hold such property rights, (c) Prior Company Counsel shall have no duty whatsoever to reveal or disclose any Madewell Group Privileged Materials to the J.Crew Group by reason of any attorney-client relationship between Prior Company Counsel and TriMas agreesthe J.Crew Group and (d) after the Distribution Date, all communications between members of the J.Crew Group, on behalf of itself the one hand, and each any attorneys retained by any member of the Group of which it is a memberJ.Crew Group, not on the other hand, shall be deemed to disclose knowingly or otherwise waive any privilege or protection attaching be attorney-client confidences that belong solely to any Privileged Information relating to a member such members of the other J.Crew Group or relating such attorneys. Each of the J.Crew Group and the Madewell Group hereby acknowledges and confirms that it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Section 4.07(e), including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section 4.07(e) is for the benefit of the Madewell Group and Prior Company Counsel, and the Madewell Group and Prior Company Counsel are intended third party beneficiaries of this Section 4.07(e). This Section 4.07(e) shall be irrevocable, and no term of this Section 4.07(e) may be amended, waived or arising in connection with the relationship between the Groups prior to the Distributionmodified, without providing prompt written notice to and obtaining the prior written consent of the otherMadewell Group and Prior Company Counsel. The covenants and obligations set forth in this Section 4.07(e) shall survive for ten (10) years following the Distribution Time. (cf) Upon any member In furtherance of the Horizon Group or the TriMas Group receiving any subpoena or other compulsory disclosure notice from a Governmental Authority that requests disclosure of Privileged Information belonging to a member of the other Groupthis Section 4.07, the recipient of the notice will promptly provide to TriMas, in the case of receipt by parties may enter into a member of the Horizon Group, or to Horizon, in the case of receipt by a member of the TriMas Group, a copy of such notice, the intended response and all materials or information relating to the other Group that might be disclosed. In the event of a disagreement as to the intended response or disclosure, unless and until the disagreement is resolved as provided in Article VIII, the members of the Horizon Group and the TriMas Entities will cooperate to assert all defenses to disclosure claimed, at the cost and expense of the members of the Group claiming such defenses to disclosure, and will not disclose any disputed documents or information until all legal defenses and claims of privilege have been Finally DeterminedCommon Interest Agreement.

Privileged Information. In furtherance of the rights and obligations of the Parties set forth in this Article VII: (a) Each The parties acknowledge that members of Horizon (the Masco Group, on behalf the one hand, and members of itself and the TopBuild Group, on the other Horizon Entities) and TriMas (on behalf of itself and hand, may possess documents or other information regarding the other TriMas Entities) acknowledges that: (i) each member of the Horizon Group and the TriMas Group has or may obtain Information that is or may be protected from disclosure pursuant subject to the attorney-client privilege, the work product doctrinedoctrine or common interest privilege (collectively, “Privileges”; and such documents and other information collectively, the common interest and joint defense doctrines or other applicable privileges (“Privileged Information”); . Each party agrees to use reasonable efforts to protect and maintain, and to cause their respective Affiliates to protect and maintain, any applicable claim to Privilege in order to prevent any of the other Group’s Privileged Information from being disclosed or used in a manner inconsistent with such Privilege without the other party’s consent. Without limiting the generality of the foregoing, a party and its Affiliates shall not, without the other party’s prior written consent, (i) waive any Privilege with respect to any of the other party’s or any member of its Group’s Privileged Information, (ii) actualfail to defend any Privilege with respect to any such Privileged Information, threatened or future (iii) fail to take any other actions reasonably necessary to preserve any Privilege with respect to any such Privileged Information. (b) Upon receipt by a party or any member of such party’s Group of any subpoena, discovery or other request that calls for the production or disclosure of Privileged Information of the other party or a member of its Group, such party shall promptly notify the other party of the existence of the request and shall provide the other party a reasonable opportunity to review the information and to assert any rights it or a member of its Group may have under this Section 5.07 or otherwise to prevent the production or disclosure of such Privileged Information. Each party agrees that neither it nor any member of its Group will produce or disclose any information that may be covered by a Privilege of the party or a member of its Group under this Section 5.07 unless (i) the other party has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld) or (ii) a court of competent jurisdiction has entered an order finding that the information is not entitled to protection under any applicable Privilege or otherwise requires disclosure of such information. (c) In the event that any member of the Masco Group and any member of the TopBuild Group cooperate in the mutual defense of any Third Party Claim, such cooperation shall not constitute a waiver or qualification of such Party’s right to assert and defend any applicable claim to Privilege. (d) Each of Masco Group and TopBuild Group covenants and agrees that, following the Distribution Time, Xxxxx Xxxx & Xxxxxxxx LLP or any other internal or external legal counsel currently representing TopBuild Group (each a “Prior Company Counsel”) may serve as counsel to Masco Group and its Affiliates in connection with any matters arising under or related to this Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, including with respect to any litigation, investigationsClaim or obligation arising out of or related to this Agreement or any Ancillary Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, proceedings notwithstanding any representation by the Prior Company Counsel prior to the Distribution Time. Masco Group and TopBuild Group hereby irrevocably (including arbitration proceedingsi) waive any Claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in the event that a dispute arises after the Distribution Time between TopBuild Group and Masco Group (together with its Affiliates), claims or other legal matters have been or Prior Company Counsel may represent any member of the Masco Group and any Affiliates thereof in such dispute even though the interests of such Person(s) may be asserted by directly adverse to Masco Group or against, or otherwise affect, some or all TopBuild Group and even though Prior Company Counsel may have represented the TopBuild Group in a matter substantially related to such dispute. (e) All communications between members of Masco Group, on the Horizon one hand, and Prior Company Counsel, on the other hand, related to the transactions contemplated by this Agreement or any Ancillary Agreement shall be deemed to be attorney-client confidences that belong solely to such members of Masco Group or the TriMas Group Prior Company Counsel (the “Litigation MattersPre-Distribution Time Communications”); . Accordingly, TopBuild Group shall not have access to any such Pre-Distribution Time Communications or to the files of Prior Company Counsel relating to such engagement related to the transactions contemplated hereby from and after the Distribution Time, and all books, records and other materials of TopBuild Group in any medium (iiiincluding electronic copies) members containing or reflecting any of the Horizon Group Pre-Distribution Time Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and the TriMas Group have or may in the future have a common legal interest in Litigation Matters, in the Privileged Information and in the preservation all rights with respect to any of the protected status foregoing, are hereby assigned and transferred to Masco Group effective as of the Distribution Time (collectively, the “Masco Group Privileged Information; and (iv) each Materials”). Masco Group may cause all of Horizon the Masco Group Privileged Materials to be distributed to Masco Group immediately prior to the Distribution Time with no copies thereof retained by the TopBuild Group or its respective representatives, and TriMas (on behalf of itself and the other members of its Group) intends that all such distributed Masco Group Privileged Materials shall be excluded from the transactions contemplated by this Agreement and each Ancillary Agreement. From and after the Ancillary Agreements Distribution Time, TopBuild Group and its representatives shall maintain the confidentiality of the Masco Group Privileged Materials. From and after the Distribution Time, none of TopBuild Group and its representatives shall access or in any transfer of way, directly or indirectly, use or rely upon any Masco Group Privileged Information Materials (whether or not distributed to Masco Group prior to the Distribution Time in connection herewith or therewith will accordance with this Section 5.07(e)). To the extent that any Masco Group Privileged Materials are not operate as delivered to Masco Group, TopBuild Group agrees not to assert a waiver of any applicable privilege or protection afforded with respect to such materials. Without limiting the generality of the foregoing, from and after the Distribution Time, (a) Masco Group shall be the sole holders of the Privileges with respect to the Masco Group Privileged Information. Materials, and no member of TopBuild Group shall be a holder thereof, (b) to the extent that files of Prior Company Counsel in respect of Masco Group Privileged Materials constitute property of the client, only Masco Group shall hold such property rights and (c) Prior Company Counsel shall have no duty whatsoever to reveal or disclose any Masco Group Privileged Materials to TopBuild Group by reason of any attorney-client relationship between Prior Company Counsel and TopBuild Group. Each of Horizon TopBuild Group and TriMas agrees, on behalf of itself Masco Group hereby acknowledges and each member confirms that it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Section 5.07(e), including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section Section 5.07(e) is for the benefit of Masco Group and Prior Company Counsel, and Masco Group and Prior Company Counsel are intended third party beneficiaries of which it is a memberthis Section 5.07(e). This Section 5.07(e) shall be irrevocable, not to disclose knowingly and no term of this Section 5.07(e) may be amended, waived or otherwise waive any privilege or protection attaching to any Privileged Information relating to a member of the other Group or relating to or arising in connection with the relationship between the Groups prior to the Distributionmodified, without providing prompt written notice to and obtaining the prior written consent of the other. (c) Upon any member of the Horizon Group or the TriMas Group receiving any subpoena or other compulsory disclosure notice from a Governmental Authority that requests disclosure of Privileged Information belonging to a member of the other Group, the recipient of the notice will promptly provide to TriMas, in the case of receipt by a member of the Horizon Group, or to Horizon, in the case of receipt by a member of the TriMas Group, a copy of such notice, the intended response and all materials or information relating to the other Group that might be disclosed. In the event of a disagreement as to the intended response or disclosure, unless and until the disagreement is resolved as provided in Article VIII, the members of the Horizon Masco Group and Prior Company Counsel. The covenants and obligations set forth in this Section 5.07(e) shall survive for ten (10) years following the TriMas Entities will cooperate to assert all defenses to disclosure claimed, at the cost and expense of the members of the Group claiming such defenses to disclosure, and will not disclose any disputed documents or information until all legal defenses and claims of privilege have been Finally DeterminedDistribution Time.

Privileged Information. In furtherance of the rights and obligations of the Parties set forth in this Article VII: (a) Each of Horizon (on behalf of itself and the other Horizon Entities) and TriMas (on behalf of itself and the other TriMas Entities) party hereto acknowledges that: : (i) each member of Verizon and Spinco (and the members of the Horizon Verizon Group and the TriMas Group Spinco Group, respectively) has or may obtain Information that is or may be protected from disclosure pursuant to the attorney-client privilege, the work product doctrine, the common interest and joint defense doctrines or other applicable privileges (“Privileged Information”); ; (ii) actual, threatened or future litigation, investigations, proceedings (including arbitration proceedings), claims or other legal matters have been or there are and/or may be asserted by a number of Litigation Matters affecting each or against, or otherwise affect, some or all members both of the Horizon Group or the TriMas Group (“Litigation Matters”); Verizon and Spinco; (iii) members of the Horizon Group both Verizon and the TriMas Group have or may in the future Spinco have a common legal interest in Litigation Matters, in the Privileged Information and in the preservation of the protected confidential status of the Privileged Information, in each case relating to the pre-Distribution Spinco Business or Verizon Business or, in the case of the Spinco Group, relating to or arising in connection with the relationship among Verizon and its Subsidiaries on or prior to the Distribution Date; and and (iv) each of Horizon both Verizon and TriMas (on behalf of itself and the other members of its Group) intends Spinco intend that the transactions contemplated hereby and by this the Merger Agreement and the Ancillary other Transaction Agreements and any transfer of Privileged Information in connection herewith or therewith will shall not operate as a waiver of any potentially applicable privilege or protection afforded Privileged Informationprivilege. (b) Each of Horizon Verizon and TriMas Spinco agrees, on behalf of itself and each member of the Group of which it is a member, not to disclose knowingly or otherwise waive any privilege or protection attaching to any Privileged Information relating to a member the pre-Distribution Spinco Business or Verizon Business, as applicable, or, in the case of the other Group or Spinco Group, relating to or arising in connection with the relationship between the Groups among Verizon and its Subsidiaries on or prior to the DistributionDistribution Date, without providing prompt written notice to and obtaining the prior written consent of the other, which consent shall not be unreasonably withheld, conditioned or delayed and shall not be withheld, conditioned or delayed if the other party certifies that such disclosure is to be made in response to a likely threat of suspension or debarment or similar action; provided, however, that Verizon and Spinco shall not be required to give any such notice or obtain any such consent and may make such disclosure or waiver with respect to Privileged Information if such Privileged Information relates solely to the pre-Distribution Spinco Business or Verizon Business, as applicable. In the event of a disagreement between any member of the Verizon Group and any member of the Spinco Group concerning the reasonableness of withholding such consent, no disclosure shall be made prior to a resolution of such disagreement by a court of competent jurisdiction, provided that the limitations in this sentence shall not apply in the case of disclosure required by law and so certified as provided in the first sentence of this paragraph. (c) Upon any member of the Horizon Verizon Group or any member of the TriMas Spinco Group receiving any subpoena or other compulsory disclosure notice from a Governmental Authority that court, other governmental agency or otherwise which requests disclosure of Privileged Information belonging Information, in each case relating to a member pre-Distribution Spinco Business or Verizon Business, as applicable, or, in the case of the other Spinco Group, relating to or arising in connection with the relationship among Verizon and its Subsidiaries on or prior to the Distribution Date, the recipient of the notice will shall as promptly as practicable provide to TriMas, in the case of receipt by a member of other Group (following the Horizon Group, or to Horizon, in the case of receipt by a member of the TriMas Group, notice provisions set forth herein) a copy of such notice, the intended response response, and all materials or information relating to the other Group that might be discloseddisclosed and the proposed date of disclosure. In the event of a disagreement as to the intended response or disclosure, unless and until the disagreement is resolved as provided in Article VIIIparagraph (b) of this Section, the members of the Horizon Group and the TriMas Entities will parties shall cooperate to assert all defenses to disclosure claimed, at the cost and expense of the members of the Group claiming such defenses to disclosureclaimed by either party's Group, and will shall not disclose any disputed documents or information until all legal defenses and claims of privilege have been Finally Determinedfinally determined, except as otherwise required by a court order requiring such disclosure.

Privileged Information. In furtherance of the rights and obligations of the Parties set forth in this Article VII: (a) Each Any document falling within the scope of Horizon (on behalf of itself and the other Horizon Entities) and TriMas (on behalf of itself and the other TriMas Entities) acknowledges that: (i) each member of the Horizon Group and the TriMas Group has any request for production or may obtain Information subpoena that is or may be protected from disclosure pursuant to withheld on the basis of a claim of attorney-client privilege, work-product or any other claim of privilege or immunity from discovery shall be identified by the work product doctrineproducing party in a privilege log, which the producing party shall produce in an electronic format that allows text searching and organization of data. b) An email thread contained within a single document need only be recorded once on the producing party’s privilege log, even if a privilege is asserted over multiple portions of the thread. c) Privilege log identification is not required for communications exchanged between the producing party and their litigation counsel or among counsel for the producing party after the date of filing of this action. d) For each document for which a producing party asserts that a privilege applies, the common interest producing party must include in the privilege log the information required by Federal Rule of Civil Procedure 26 (b)(5), including the following: (a) a statement of the ground(s) alleged for withholding such document; (b) the date of the document or communication; (c) the identity of its author and joint defense doctrines signatories and to whom it was sent; (d) whether the asserted privilege(s) also apply to any attachments; (e) an indication of all authors, signatories or other applicable privileges recipients of the document who are attorneys; (“Privileged Information”);f) a statement as to whether the entire document has been redacted/withheld or only a portion has been redacted, and the Xxxxx number of the redacted document; and (g) a description of the withheld document, communication or tangible thing in a manner that, without revealing information claimed privileged or protected, will enable a party to assess the validity or efficacy of the privilege claim. e) Following the receipt of a privilege log, a receiving party may identify, in writing, the particular documents that it believes require further explanation. Within a reasonable time of such an identification, the producing party must respond to the request. f) Notwithstanding a claim of privilege, any purportedly privileged document containing non-privileged matter must be: (i) produced with the purportedly privileged portion redacted, with the redacted portion indicated on the document itself, and (ii) actual, threatened or future litigation, investigations, proceedings (including arbitration proceedings), claims or other legal matters have been or may listed on the privilege log to be asserted provided above. g) A privilege log shall be provided by or against, or otherwise affect, some or all members of the Horizon Group or producing party to the TriMas Group (“Litigation Matters”); (iii) members of receiving party within 5 days following the Horizon Group and the TriMas Group have or may in the future have a common legal interest in Litigation Matters, in the Privileged Information and in the preservation of the protected status of the Privileged Information; and (iv) each of Horizon and TriMas (on behalf of itself and the other members of its Group) intends that the transactions contemplated by this Agreement and the Ancillary Agreements and any transfer of Privileged Information in connection herewith or therewith will not operate as a waiver delivery of any applicable privilege or protection afforded Privileged Information. (b) Each of Horizon and TriMas agrees, on behalf of itself and each member of the Group of which it is a member, not to disclose knowingly or otherwise waive any privilege or protection attaching to any Privileged Information relating to a member of the other Group or relating to or arising in connection with the relationship between the Groups prior to the Distribution, without providing prompt written notice to and obtaining the prior written consent of the other. (c) Upon any member of the Horizon Group or the TriMas Group receiving any subpoena or other compulsory disclosure notice from a Governmental Authority that requests disclosure of Privileged Information belonging to a member of the other Group, the recipient of the notice will promptly provide to TriMas, in the case of receipt by a member of the Horizon Group, or to Horizon, in the case of receipt by a member of the TriMas Group, a copy of such notice, the intended response and all materials or information relating to the other Group that might be disclosed. In the event of a disagreement as to the intended response or disclosureproduction, unless and until the disagreement there is resolved as provided in Article VIII, the members of the Horizon Group and the TriMas Entities will cooperate to assert all defenses to disclosure claimed, at the cost and expense of the members of the Group claiming such defenses to disclosure, and will not disclose any disputed documents or information until all legal defenses and claims of privilege have been Finally Determinedgood cause for delay.

Privileged Information. In furtherance of the rights and obligations of the Parties set forth in this Article VII: (a) Each of Horizon (on behalf of itself Party hereto agrees to maintain, preserve and the other Horizon Entities) and TriMas (on behalf of itself and the other TriMas Entities) acknowledges that: (i) each member of the Horizon Group and the TriMas Group has assert all privileges, including privileges arising under or may obtain Information that is or may be protected from disclosure pursuant relating to the attorney-client privilege, relationship (which shall include the attorney-client and work product doctrineprivileges), not heretofore waived, that relate, directly or indirectly, to the common interest Indemnifiable Matters (each a “Privilege”). Each Party hereto acknowledges and joint defense doctrines agrees that any costs associated with asserting any Privilege shall be borne by the Party requesting that such Privilege be asserted. Each Party agrees that it shall not waive any Privilege that could be asserted under applicable Law without the prior written consent of ASD (in the case of a waiver by any member of the WABCO Group, or other applicable privileges following a B&K Sale, any waiver by a B&K Charged Party) or ASE (in the case of a waiver by an ASD Charged Party or any waiver by a B&K Charged Party). The rights and obligations created by this Section 3.3 shall apply to all information relating to the Indemnifiable Matters as to which, but for the Distribution, either Party would have been entitled to assert or did assert the protection of a Privilege (“Privileged Information”); , including (i) any and all information generated prior to the Effective Time but which, after the Effective Time, is in the possession of either Party and (ii) actualall information generated, threatened received or future litigationarising after the Effective Time that refers to or relates to Privileged Information generated, investigationsreceived or arising prior to the Effective Time. In connection with the Bathroom Fittings and Fixtures Proceedings, proceedings (including arbitration proceedings), claims or other legal matters have been or may be asserted by or against, or otherwise affect, some or all members the respective counsel of the Horizon Group or Parties hereto shall enter into a customary and mutually agreeable joint defense agreement containing provisions consistent with this Article III (the TriMas Group (“Litigation MattersDefense Agreement”); (iii) members . If, at any time from and after the consummation of a B&K Sale, a B&K Charged Party elects to engage its own counsel in respect of the Horizon Group and the TriMas Group have or may B&K Charged Parties involvement in the future have Bathroom Fittings and Fixtures Proceedings in accordance with Section 2.2(b) of this Agreement, such Charged Party shall ensure that its counsel shall execute a common legal interest in Litigation Matters, in joinder to the Privileged Information Defense Agreement pursuant to which such counsel will agree to be bound by the rights and in restrictions imposed on the preservation other counsel party to the Defense Agreement as of the protected status of the Privileged Information; and (iv) each of Horizon and TriMas (on behalf of itself and the other members of its Group) intends that the transactions contemplated by this Agreement and the Ancillary Agreements and any transfer of Privileged Information in connection herewith or therewith will not operate as a waiver of any applicable privilege or protection afforded Privileged Informationdate hereof. (b) Each Upon receipt by any Party of Horizon and TriMas agreesany subpoena, on behalf discovery or other request that may call for the production or disclosure of itself and each member of the Group of which it is a member, not to disclose knowingly or otherwise waive any privilege or protection attaching to any Privileged Information relating to a member or if any Party obtains knowledge that any current or former employee of such Party has received any subpoena, discovery or other request that may call for the production or disclosure of Privileged Information of the other Group Parties, such Party shall notify promptly the other Parties of the existence of the request and shall provide the other Parties a reasonable opportunity to review the information and to assert any rights it may have under this Section 3.3 or relating otherwise to prevent the production or arising in connection with disclosure of Privileged Information. The Parties hereto agree that they will not produce or disclose any information or document over which they reasonably believe another Party has any claim of Privilege under this Section 3.3 unless (i) the relationship between the Groups prior to the Distribution, without providing prompt written notice to and obtaining the prior Party who may claim a Privilege has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld) or (ii) a court of competent jurisdiction has issued a ruling that the otherinformation is not entitled to protection under any applicable Privilege. (c) Upon any member of the Horizon Group or the TriMas Group receiving any subpoena or other compulsory disclosure notice from a Governmental Authority that requests disclosure of Privileged Information belonging to a member of the other Group, the recipient of the notice will promptly provide to TriMas, in the case of receipt by a member of the Horizon Group, or to Horizon, in the case of receipt by a member of the TriMas Group, a copy of such notice, the intended response and all materials or information relating to the other Group that might be disclosed. In the event of a disagreement as to the intended response or disclosure, unless and until the disagreement is resolved as provided in Article VIII, the members of the Horizon Group and the TriMas Entities will cooperate to assert all defenses to disclosure claimed, at the cost and expense ASD’s (on behalf of the members of the Group claiming such defenses ASD Group) transfer of books and records and other information to disclosurethe members of the WABCO Group, and will not disclose any disputed documents ASD’s agreement to permit WABCO and ASE to possess Privileged Information existing or information until generated prior to the Effective Time, are made in reliance on WABCO’s agreement, as set forth in Distribution Agreement, to maintain the confidentiality of Privileged Information and to assert and maintain all legal defenses and claims of privilege have been Finally Determined.applicable

Privileged Information. In furtherance of the rights and obligations of the Parties set forth in this Article VII: (a) Each of Horizon (on behalf of itself and the other Horizon Entities) and TriMas (on behalf of itself and the other TriMas Entities) party hereto acknowledges that: : (i) each member of Verizon and Spinco (and the members of the Horizon Verizon Group and the TriMas Group Spinco Group, respectively) has or may obtain Information that is or may be protected from disclosure pursuant to the attorney-client privilege, the work product doctrine, the common interest and joint defense doctrines or other applicable privileges (“Privileged Information”); ; (ii) actual, threatened or future litigation, investigations, proceedings (including arbitration proceedings), claims or other legal matters have been or there are and/or may be asserted by a number of Litigation Matters affecting each or against, or otherwise affect, some or all members both of the Horizon Group or the TriMas Group (“Litigation Matters”); Verizon and Spinco; (iii) members of the Horizon Group both Verizon and the TriMas Group have or may in the future Spinco have a common legal interest in Litigation Matters, in the Privileged Information and in the preservation of the protected confidential status of the Privileged Information, in each case relating to the pre-Distribution Spinco Business or Verizon Business or, in the case of the Spinco Group, relating to or arising in connection with the relationship among Verizon and its Subsidiaries on or prior to the Distribution Date; and and (iv) each of Horizon both Verizon and TriMas (on behalf of itself and the other members of its Group) intends Spinco intend that the transactions contemplated hereby and by this the Merger Agreement and the Ancillary other Transaction Agreements and any transfer of Privileged Information in connection herewith or therewith will shall not operate as a waiver of any potentially applicable privilege or protection afforded Privileged Informationprivilege. (b) Each of Horizon Verizon and TriMas Spinco agrees, on behalf of itself and each member of the Group of which it is a member, not to disclose knowingly or otherwise waive any privilege or protection attaching to any Privileged Information relating to a member the pre-Distribution Spinco Business or Verizon Business, as applicable, or, in the case of the other Group or Spinco Group, relating to or arising in connection with the relationship between the Groups among Verizon and its Subsidiaries on or prior to the DistributionDistribution Date, without providing prompt written notice to and obtaining the prior written consent of the other, which consent shall not be unreasonably withheld, conditioned or delayed and shall not be withheld, conditioned or delayed if the other party certifies that such disclosure is to be made in response to a likely threat of suspension or debarment or similar action; provided, however, that Verizon and Spinco shall not be required to give any such notice or obtain any such consent and may make such disclosure or waiver with respect to Privileged Information if such Privileged Information relates solely to the pre-Distribution Spinco Business or Verizon Business, as applicable. In the event of a disagreement between any member of the Verizon Group and any member of the Spinco Group concerning the reasonableness of withholding such consent, no disclosure shall be made prior to a resolution of such disagreement by a court of competent jurisdiction, provided that the limitations in this sentence shall not apply in the case of disclosure required by law and so certified as provided in the first sentence of this paragraph. (c) Upon any member of the Horizon Verizon Group or any member of the TriMas Spinco Group receiving any subpoena or other compulsory disclosure notice from a Governmental Authority that court, other governmental agency or otherwise which requests disclosure of Privileged Information belonging Information, in each case relating to a member pre-Distribution Spinco Business or Verizon Business, as applicable, or, in the case of the other Spinco Group, relating to or arising in connection with the relationship among Verizon and its Subsidiaries on or prior to the Distribution Date, the recipient of the notice will shall as promptly as practicable provide to TriMas, in the case of receipt by a member of other Group (following the Horizon Group, or to Horizon, in the case of receipt by a member of the TriMas Group, notice provisions set forth herein) a copy of such notice, the intended response response, and all materials or information relating to the other Group that might be discloseddisclosed and the proposed date of disclosure. In the event of a disagreement as to the intended response or disclosure, unless and until the disagreement is resolved as provided in Article VIIIparagraph (b) of this Section, the members of the Horizon Group and the TriMas Entities will parties shall cooperate to assert all defenses to disclosure claimed, at the cost and expense of the members of the Group claiming such defenses to disclosureclaimed by either party’s Group, and will shall not disclose any disputed documents or information until all legal defenses and claims of privilege have been Finally Determinedfinally determined, except as otherwise required by a court order requiring such disclosure.

Privileged Information. In furtherance of the rights and obligations of the Parties set forth in this Article VII:‌‌ (a) Each of Horizon (on behalf of itself and the other Horizon Entities) and TriMas (on behalf of itself and the other TriMas Entities) party hereto acknowledges that: : (i) each member of Verizon and Spinco (and the members of the Horizon Verizon Group and the TriMas Group Spinco Group, respectively) has or may obtain Information that is or may be protected from disclosure pursuant to the attorney-client privilege, the work product doctrine, the common interest and joint defense doctrines or other applicable privileges (“Privileged Information”); ; (ii) actual, threatened or future litigation, investigations, proceedings (including arbitration proceedings), claims or other legal matters have been or there are and/or may be asserted by a number of Litigation Matters affecting each or against, or otherwise affect, some or all members both of the Horizon Group or the TriMas Group (“Litigation Matters”); Verizon and Spinco; (iii) members of the Horizon Group both Verizon and the TriMas Group have or may in the future Spinco have a common legal interest in Litigation Matters, in the Privileged Information and in the preservation of the protected confidential status of the Privileged Information, in each case relating to the pre-Distribution Spinco Business or Verizon Business or, in the case of the Spinco Group, relating to or arising in connection with the relationship among Verizon and its Subsidiaries on or prior to the Distribution Date; and and (iv) each of Horizon both Verizon and TriMas (on behalf of itself and the other members of its Group) intends Spinco intend that the transactions contemplated hereby and by this the Merger Agreement and the Ancillary other Transaction Agreements and any transfer of Privileged Information in connection herewith or therewith will shall not operate as a waiver of any potentially applicable privilege or protection afforded Privileged Informationprivilege. (b) Each of Horizon Verizon and TriMas Spinco agrees, on behalf of itself and each member of the Group of which it is a member, not to disclose knowingly or otherwise waive any privilege or protection attaching to any Privileged Information relating to a member the pre-Distribution Spinco Business or Verizon Business, as applicable, or, in the case of the other Group or Spinco Group, relating to or arising in connection with the relationship between the Groups among Verizon and its Subsidiaries on or prior to the DistributionDistribution Date, without providing prompt written notice to and obtaining the prior written consent of the other, which consent shall not be unreasonably withheld, conditioned or delayed and shall not be withheld, conditioned or delayed if the other party certifies that such disclosure is to be made in response to a likely threat of suspension or debarment or similar action; provided, however, that Verizon and Spinco shall not be required to give any such notice or obtain any such consent and may make such disclosure or waiver with respect to Privileged Information if such Privileged Information relates solely to the pre-Distribution Spinco Business or Verizon Business, as applicable. In the event of a disagreement between any member of the Verizon Group and any member of the Spinco Group concerning the reasonableness of withholding such consent, no disclosure shall be made prior to a resolution of such disagreement by a court of competent jurisdiction, provided that the limitations in this sentence shall not apply in the case of disclosure required by law and so certified as provided in the first sentence of this paragraph. (c) Upon any member of the Horizon Verizon Group or any member of the TriMas Spinco Group receiving any subpoena or other compulsory disclosure notice from a Governmental Authority that court, other governmental agency or otherwise which requests disclosure of Privileged Information belonging Information, in each case relating to a member pre-Distribution Spinco Business or Verizon Business, as applicable, or, in the case of the other Spinco Group, relating to or arising in connection with the relationship among Verizon and its Subsidiaries on or prior to the Distribution Date, the recipient of the notice will shall as promptly as practicable provide to TriMas, in the case of receipt by a member of other Group (following the Horizon Group, or to Horizon, in the case of receipt by a member of the TriMas Group, notice provisions set forth herein) a copy of such notice, the intended response response, and all materials or information relating to the other Group that might be discloseddisclosed and the proposed date of disclosure. In the event of a disagreement as to the intended response or disclosure, unless and until the disagreement is resolved as provided in Article VIIIparagraph (b) of this Section, the members of the Horizon Group and the TriMas Entities will parties shall cooperate to assert all defenses to disclosure claimed, at the cost and expense of the members of the Group claiming such defenses to disclosureclaimed by either party’s Group, and will shall not disclose any disputed documents or information until all legal defenses and claims of privilege have been Finally Determinedfinally determined, except as otherwise required by a court order requiring such disclosure.

Privileged Information. In furtherance of the rights and obligations of the Parties set forth in this Article VII: (a) Each The parties acknowledge that members of Horizon (the Masco Group, on behalf the one hand, and members of itself and the Spin Co Group, on the other Horizon Entities) and TriMas (on behalf of itself and hand, may possess documents or other information regarding the other TriMas Entities) acknowledges that: (i) each member of the Horizon Group and the TriMas Group has or may obtain Information that is or may be protected from disclosure pursuant subject to the attorney-client privilege, the work product doctrinedoctrine or common interest privilege (collectively, “Privileges”; and such documents and other information collectively, the common interest and joint defense doctrines or other applicable privileges (“Privileged Information”); . Each party agrees to use reasonable efforts to protect and maintain, and to cause their respective Affiliates to protect and maintain, any applicable claim to Privilege in order to prevent any of the other Group’s Privileged Information from being disclosed or used in a manner inconsistent with such Privilege without the other party’s consent. Without limiting the generality of the foregoing, a party and its Affiliates shall not, without the other party’s prior written consent, (i) waive any Privilege with respect to any of the other party’s or any member of its Group’s Privileged Information, (ii) actualfail to defend any Privilege with respect to any such Privileged Information, threatened or future (iii) fail to take any other actions reasonably necessary to preserve any Privilege with respect to any such Privileged Information. (b) Upon receipt by a party or any member of such party’s Group of any subpoena, discovery or other request that calls for the production or disclosure of Privileged Information of the other party or a member of its Group, such party shall promptly notify the other party of the existence of the request and shall provide the other party a reasonable opportunity to review the information and to assert any rights it or a member of its Group may have under this Section 5.07 or otherwise to prevent the production or disclosure of such Privileged Information. Each party agrees that neither it nor any member of its Group will produce or disclose any information that may be covered by a Privilege of the party or a member of its Group under this Section 5.07 unless (i) the other party has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld) or (ii) a court of competent jurisdiction has entered an order finding that the information is not entitled to protection under any applicable Privilege or otherwise requires disclosure of such information. (c) In the event that any member of the Masco Group and any member of the Spin Co Group cooperate in the mutual defense of any Third Party Claim, such cooperation shall not constitute a waiver or qualification of such Party’s right to assert and defend any applicable claim to Privilege. (d) [Each of Masco Group and Spin Co Group covenants and agrees that, following the Distribution Time, Xxxxx Xxxx & Xxxxxxxx LLP or any other internal or external legal counsel currently representing Spin Co Group (each a “Prior Company Counsel”) may serve as counsel to Masco Group and its Affiliates in connection with any matters arising under or related to this Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, including with respect to any litigation, investigationsClaim or obligation arising out of or related to this Agreement or any Ancillary Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, proceedings notwithstanding any representation by the Prior Company Counsel prior to the Distribution Time. Masco Group and Spin Co Group hereby irrevocably (including arbitration proceedingsi) waive any Claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in the event that a dispute arises after the Distribution Time between Spin Co Group and Masco Group (together with its Affiliates), claims or other legal matters have been or Prior Company Counsel may represent any member of the Masco Group and any Affiliates thereof in such dispute even though the interests of such Person(s) may be asserted by directly adverse to Masco Group or against, or otherwise affect, some or all Spin Co Group and even though Prior Company Counsel may have represented the Spin Co Group in a matter substantially related to such dispute.] (e) [All communications between members of Masco Group, on the Horizon one hand, and Prior Company Counsel, on the other hand, [related to the transactions contemplated by this Agreement or any Ancillary Agreement] shall be deemed to be attorney-client confidences that belong solely to such members of Masco Group or the TriMas Group Prior Company Counsel (the “Litigation MattersPre-Distribution Time Communications”); . Accordingly, Spin Co Group shall not have access to any such Pre-Distribution Time Communications or to the files of Prior Company Counsel relating to such engagement related to the transactions contemplated hereby from and after the Distribution Time, and all books, records and other materials of Spin Co Group in any medium (iiiincluding electronic copies) members containing or reflecting any of the Horizon Group Pre-Distribution Time Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and the TriMas Group have or may in the future have a common legal interest in Litigation Matters, in the Privileged Information and in the preservation all rights with respect to any of the protected status foregoing, are hereby assigned and transferred to Masco Group effective as of the Distribution Time (collectively, the “Masco Group Privileged Information; and (iv) each Materials”). Masco Group may cause all of Horizon the Masco Group Privileged Materials to be distributed to Masco Group immediately prior to the Distribution Time with no copies thereof retained by the Spin Co Group or its respective representatives, and TriMas (on behalf of itself and the other members of its Group) intends that all such distributed Masco Group Privileged Materials shall be excluded from the transactions contemplated by this Agreement and each Ancillary Agreement. From and after the Ancillary Agreements Distribution Time, Spin Co Group and its representatives shall maintain the confidentiality of the Masco Group Privileged Materials. From and after the Distribution Time, none of Spin Co Group and its representatives shall access or in any transfer of way, directly or indirectly, use or rely upon any Masco Group Privileged Information Materials (whether or not distributed to Masco Group prior to the Distribution Time in connection herewith or therewith will accordance with this Section 5.07(e)). To the extent that any Masco Group Privileged Materials are not operate as delivered to Masco Group, Spin Co Group agrees not to assert a waiver of any applicable privilege or protection afforded with respect to such materials. Without limiting the generality of the foregoing, from and after the Distribution Time, (a) Masco Group shall be the sole holders of the attorney-client privilege with respect to the Masco Group Privileged Information. Materials, and no member of Spin Co Group shall be a holder thereof, (b) to the extent that files of Prior Company Counsel in respect of Masco Group Privileged Materials constitute property of the client, only Masco Group shall hold such property rights and (c) Prior Company Counsel shall have no duty whatsoever to reveal or disclose any Masco Group Privileged Materials to Spin Co Group by reason of any attorney-client relationship between Prior Company Counsel and Spin Co Group. Each of Horizon Spin Co Group and TriMas agrees, on behalf of itself Masco Group hereby acknowledges and each member confirms that it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Section 5.07(e), including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section Section 5.07(e) is for the benefit of Masco Group and Prior Company Counsel, and Masco Group and Prior Company Counsel are intended third party beneficiaries of which it is a memberthis Section 5.07(e). This Section 5.07(e) shall be irrevocable, not to disclose knowingly and no term of this Section 5.07(e) may be amended, waived or otherwise waive any privilege or protection attaching to any Privileged Information relating to a member of the other Group or relating to or arising in connection with the relationship between the Groups prior to the Distributionmodified, without providing prompt written notice to and obtaining the prior written consent of the other. (c) Upon any member of the Horizon Group or the TriMas Group receiving any subpoena or other compulsory disclosure notice from a Governmental Authority that requests disclosure of Privileged Information belonging to a member of the other Group, the recipient of the notice will promptly provide to TriMas, in the case of receipt by a member of the Horizon Group, or to Horizon, in the case of receipt by a member of the TriMas Group, a copy of such notice, the intended response and all materials or information relating to the other Group that might be disclosed. In the event of a disagreement as to the intended response or disclosure, unless and until the disagreement is resolved as provided in Article VIII, the members of the Horizon Masco Group and Prior Company Counsel. The covenants and obligations set forth in this Section 5.07(e) shall survive for ten (10) years following the TriMas Entities will cooperate to assert all defenses to disclosure claimed, at the cost and expense of the members of the Group claiming such defenses to disclosure, and will not disclose any disputed documents or information until all legal defenses and claims of privilege have been Finally DeterminedDistribution Time.]

Privileged Information. In furtherance of the rights and obligations of the Parties set forth in this Article VII: (a) Each of Horizon (on behalf of itself and the other Horizon Entities) and TriMas (on behalf of itself and the other TriMas Entities) Party acknowledges that: : (i) each member of Verizon and Spinco (and the members of the Horizon Verizon Group and the TriMas Group Spinco Group, respectively) has or may obtain Information that is Privileged Information; (ii) there are or may be protected from disclosure pursuant to the attorney-client privilege, the work product doctrine, the common interest a number of Litigation Matters affecting each or both of Verizon and joint defense doctrines or other applicable privileges (“Privileged Information”); (ii) actual, threatened or future litigation, investigations, proceedings (including arbitration proceedings), claims or other legal matters have been or may be asserted by or against, or otherwise affect, some or all members of the Horizon Group or the TriMas Group (“Litigation Matters”); Spinco; (iii) members of the Horizon Group both Verizon and the TriMas Group have or may in the future Spinco have a common legal interest in Litigation Matters, in the Privileged Information and in the preservation of the protected confidential status of the Privileged Information, in each case relating to the pre-Distribution Spinco Business or Verizon Business or, in the case of the Spinco Group, relating to or arising in connection with the relationship among Verizon and its Subsidiaries on or prior to the Distribution Date; and and (iv) each of Horizon both Verizon and TriMas (on behalf of itself and the other members of its Group) intends Spinco intend that the transactions contemplated hereby and by this the Merger Agreement and the Ancillary other Transaction Agreements and any transfer of Privileged Information in connection herewith or therewith will shall not operate as a waiver of any potentially applicable privilege or protection afforded Privileged Informationprivilege. (b) Each of Horizon Verizon and TriMas Spinco agrees, on behalf of itself and each member of the Group of which it is a member, not to disclose knowingly or otherwise waive any privilege or protection attaching to any Privileged Information relating to a member the pre- Distribution Spinco Business or Verizon Business, as applicable, or, in the case of the other Group or Spinco Group, relating to or arising in connection with the relationship between the Groups among Verizon and its Subsidiaries on or prior to the DistributionDistribution Date, without providing prompt written notice to and obtaining the prior written consent of the otherother Party, which consent shall not be unreasonably withheld, conditioned or delayed and shall not be withheld, conditioned or delayed if the other Party certifies that such disclosure is to be made in response to a likely threat of suspension or debarment or similar action; provided, however, that Verizon and Spinco shall not be required to give any such notice or obtain any such consent and may make such disclosure or waiver with respect to Privileged Information if such Privileged Information relates solely to the pre-Distribution Spinco Business or Verizon Business, as applicable. In the event of a disagreement between any member of the Verizon Group and any member of the Spinco Group concerning the reasonableness of withholding such consent, no disclosure shall be made prior to a resolution of such disagreement by a court of competent jurisdiction, provided that the limitations in this sentence shall not apply in the case of disclosure required by Law and so certified as provided in the first sentence of this paragraph. (c) Upon any member of the Horizon Verizon Group or any member of the TriMas Spinco Group receiving any subpoena or other compulsory disclosure notice from a court or other Governmental Authority that which requests disclosure of Privileged Information belonging Information, in each case relating to a member pre-Distribution Spinco Business or Verizon Business, as applicable, or, in the case of the other Spinco Group, relating to or arising in connection with the relationship among Verizon and its Subsidiaries on or prior to the Distribution Date, the recipient of the notice will shall (to the extent consent is required in connection with the disclosure of such Privileged Information under paragraph (b) of this Section) as promptly as practicable provide to TriMas, in the case of receipt by a member of other Group (following the Horizon Group, or to Horizon, in the case of receipt by a member of the TriMas Group, notice provisions set forth herein) a copy of such notice, the intended response response, and all materials or information relating to the other Group that might be discloseddisclosed and the proposed date of disclosure. In the event of a disagreement as to the intended response or disclosure, unless and until the disagreement is resolved as provided in Article VIII, the members of the Horizon Group and the TriMas Entities will cooperate to assert all defenses to disclosure claimed, at the cost and expense of the members of the Group claiming such defenses to disclosure, and will not disclose any disputed documents or information until all legal defenses and claims of privilege have been Finally Determined.paragraph

Privileged Information. In furtherance of the rights and obligations of the Parties set forth in this Article VII: (a) Each The parties acknowledge that members of Horizon (the ADS Group, on behalf the one hand, and members of itself and the Loyalty Ventures Group, on the other Horizon Entities) and TriMas (on behalf of itself and hand, may possess documents or other information regarding the other TriMas Entities) acknowledges that: (i) each member of the Horizon Group and the TriMas Group has or may obtain Information that is or may be protected from disclosure pursuant subject to the attorney-client privilege, the work product doctrinedoctrine or common interest privilege (collectively, “Privileges”; and such documents and other information collectively, the common interest and joint defense doctrines or other applicable privileges (“Privileged Information”); . Each party agrees to use commercially reasonable efforts to protect and maintain, and to cause their respective Affiliates to protect and maintain, any applicable claim to Privilege in order to prevent any of the other Group’s Privileged Information from being disclosed or used in a manner inconsistent with such Privilege without the other party’s consent. Without limiting the generality of the foregoing, a party and its Affiliates shall not, without the other party’s prior written consent, (i) waive any Privilege with respect to any of the other party’s or any member of its Group’s Privileged Information, (ii) actualfail to defend any Privilege with respect to any such Privileged Information, threatened or future (iii) fail to take any other actions reasonably necessary to preserve any Privilege with respect to any such Privileged Information. (b) Upon receipt by a party or any member of such party’s Group of any subpoena, discovery or other request that calls for the production or disclosure of Privileged Information of the other party or a member of its Group, such party shall promptly notify the other party of the existence of the request and shall provide the other party a reasonable opportunity to review the information and to assert any rights it or a member of its Group may have under this ‎Section 4.07 or otherwise to prevent the production or disclosure of such Privileged Information. Each party agrees that neither it nor any member of its Group will produce or disclose any information that may be covered by a Privilege of the other party or a member of its Group under this ‎Section 4.07 unless (i) the other party has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld) or (ii) a court of competent jurisdiction has entered an order finding that the information is not entitled to protection under any applicable Privilege or otherwise requires disclosure of such information. (c) In the event that any member of the ADS Group and any member of the Loyalty Ventures Group cooperate in the mutual defense of any Third Party Claim, such cooperation shall not constitute a waiver or qualification of such party’s right to assert and defend any applicable claim to Privilege. (d) Each of the ADS Group and the Loyalty Ventures Group covenants and agrees that, following the Distribution Time, Dxxxx Xxxx & Wxxxxxxx LLP or any other internal or external legal counsel currently representing the Loyalty Ventures Group (each a “Prior Company Counsel”) may serve as counsel to the ADS Group and its Affiliates in connection with any matters arising under or related to this Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, including with respect to any litigation, investigationsClaim or obligation arising out of or related to this Agreement or any Ancillary Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, proceedings notwithstanding any representation by the Prior Company Counsel prior to the Distribution Time. The ADS Group and the Loyalty Ventures Group hereby irrevocably (including arbitration proceedingsi) waive any Claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in the event that a dispute arises after the Distribution Time between the Loyalty Ventures Group (or any of its Affiliates) and the ADS Group (or any of its Affiliates), claims or other legal matters have been or Prior Company Counsel may represent any member of the ADS Group and any Affiliates thereof in such dispute even though the interests of such Person(s) may be asserted by or against, or otherwise affect, some or all directly adverse to the Loyalty Ventures Group and even though Prior Company Counsel may have represented the Loyalty Ventures Group in a matter substantially related to such dispute. (e) All communications between members of the Horizon ADS Group, on the one hand, and Prior Company Counsel, on the other hand, related to the transactions contemplated by this Agreement or any Ancillary Agreement shall be deemed to be attorney-client confidences that belong solely to such members of the ADS Group or the TriMas Group Prior Company Counsel (the “Litigation MattersPre-Distribution Time Communications”); (iii) members . Accordingly, the Loyalty Ventures Group shall not have access to any such Pre-Distribution Time Communications or to the files of Prior Company Counsel relating to such engagement related to the transactions contemplated hereby from and after the Distribution Time, and all books, records and other materials of the Horizon Loyalty Ventures Group and the TriMas Group have in any medium (including electronic copies) containing or may in the future have a common legal interest in Litigation Matters, in the Privileged Information and in the preservation reflecting any of the protected status Pre-Distribution Time Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby assigned and transferred to the ADS Group effective as of the Distribution Time (collectively, the “ADS Group Privileged Information; and (iv) each Materials”). The ADS Group may cause all of Horizon the ADS Group Privileged Materials to be distributed to the ADS Group immediately prior to the Distribution Time with no copies thereof retained by the Loyalty Ventures Group or its respective representatives, and TriMas (on behalf of itself and the other members of its Group) intends that all such distributed ADS Group Privileged Materials shall be excluded from the transactions contemplated by this Agreement and each Ancillary Agreement. From and after the Ancillary Agreements Distribution Time, in the event that any member of the Loyalty Ventures Group shall possess any ADS Group Privileged Materials, such member of the Loyalty Ventures Group shall promptly cause such ADS Group Privileged Materials to be distributed to the ADS Group in accordance with this ‎Section 4.07(e) or destroyed, at the election of Loyalty Ventures. In addition, from and after the Distribution Time, (i) the Loyalty Ventures Group and its representatives shall maintain the confidentiality of the ADS Group Privileged Materials and (ii) none of the members of the Loyalty Ventures Group or their respective representatives shall access or in any transfer of way, directly or indirectly, use or rely upon any ADS Group Privileged Information Materials (whether or not distributed to the ADS Group prior to the Distribution Time in connection herewith or therewith will accordance with this ‎Section 4.07(e)). To the extent that any ADS Group Privileged Materials are not operate as delivered to the ADS Group, the Loyalty Ventures Group agrees not to assert a waiver of any applicable privilege Privilege or protection afforded with respect to such materials. Without limiting the generality of the foregoing, from and after the Distribution Time, (a) the ADS Group shall be the sole holders of the Privileges with respect to the ADS Group Privileged Information. Materials, and no member of the Loyalty Ventures Group shall be a holder thereof, (b) Each to the extent that files of Horizon Prior Company Counsel in respect of ADS Group Privileged Materials constitute property of the client, only the ADS Group shall hold such property rights, (c) Prior Company Counsel shall have no duty whatsoever to reveal or disclose any ADS Group Privileged Materials to the Loyalty Ventures Group by reason of any attorney-client relationship between Prior Company Counsel and TriMas agreesthe Loyalty Ventures Group and (d) after the Distribution Date, all communications between members of the Loyalty Ventures Group, on behalf of itself the one hand, and each any attorneys retained by any member of the Group of which it is a memberLoyalty Ventures Group, not on the other hand, shall be deemed to disclose knowingly or otherwise waive any privilege or protection attaching be attorney-client confidences that belong solely to any Privileged Information relating to a member such members of the other Loyalty Ventures Group or relating such attorneys. Each of the Loyalty Ventures Group and the ADS Group hereby acknowledges and confirms that it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this ‎Section 4.07(e), including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This ‎Section 4.07(e) is for the benefit of the ADS Group and Prior Company Counsel, and the ADS Group and Prior Company Counsel are intended third party beneficiaries of this ‎Section 4.07(e). This ‎Section 4.07(e) shall be irrevocable, and no term of this ‎Section 4.07(e) may be amended, waived or arising in connection with the relationship between the Groups prior to the Distributionmodified, without providing prompt written notice to and obtaining the prior written consent of the other. (c) Upon any member of the Horizon Group or the TriMas Group receiving any subpoena or other compulsory disclosure notice from a Governmental Authority that requests disclosure of Privileged Information belonging to a member of the other Group, the recipient of the notice will promptly provide to TriMas, in the case of receipt by a member of the Horizon Group, or to Horizon, in the case of receipt by a member of the TriMas Group, a copy of such notice, the intended response and all materials or information relating to the other Group that might be disclosed. In the event of a disagreement as to the intended response or disclosure, unless and until the disagreement is resolved as provided in Article VIII, the members of the Horizon ADS Group and Prior Company Counsel. The covenants and obligations set forth in this ‎Section 4.07(e) shall survive for ten (10) years following the TriMas Entities will cooperate to assert all defenses to disclosure claimed, at the cost and expense of the members of the Group claiming such defenses to disclosure, and will not disclose any disputed documents or information until all legal defenses and claims of privilege have been Finally DeterminedDistribution Time.