Common use of Privileged Matters Clause in Contracts

Privileged Matters. Except as may be otherwise provided in an Ancillary Agreement, the Parties recognize that legal and other professional services that have been and will be provided prior to the Distribution Date have been and will be rendered for the benefit of each of the members of the MSG Entertainment Group, and each of the members of the Spinco Group, and that each of the members of the MSG Entertainment Group, and each of the members of the Spinco Group, should be deemed to be the client for the purposes of asserting all privileges which may be asserted under applicable Law. To allocate the interests of each Party in the information as to which any Party is entitled to assert a privilege, the Parties agree as follows: (a) MSG Entertainment shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the MSG Entertainment Business (other than with respect to Liabilities as to which Spinco is required to provide indemnification under Article III), whether or not the privileged information is in the possession of or under the control of MSG Entertainment or Spinco. MSG Entertainment shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting MSG Entertainment Liabilities (including Retained Claims Liabilities), or other Liabilities as to which it is required to provide indemnification under Article III, now pending or which may be asserted in the future, whether or not the privileged information is in the possession of or under the control of MSG Entertainment or Spinco. (b) Spinco shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the Spinco Business (other than with respect to matters or claims that are Retained Claims Liabilities or other Liabilities as to which MSG Entertainment is required to provide indemnification under Article III), whether or not the privileged information is in the possession of or under the control of MSG Entertainment or Spinco. Spinco shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting Spinco Liabilities, or other liabilities as to which it is required to provide indemnification under Article III, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by Spinco, whether or not the privileged information is in the possession of Spinco or under the control of MSG Entertainment or Spinco. (c) The Parties agree that they shall have a shared privilege, with equal right to assert or waive, subject to the restrictions in this Section 4.5, with respect to all privileges not allocated pursuant to the terms of Sections 4.5(a) and (b). (d) No Party may waive any privilege which could be asserted under any applicable Law, and in which the other Party has a shared privilege, without the written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed, except to the extent reasonably required in connection with any Third-Party Claims or as provided in subsection (e) below. (e) In the event of any litigation or dispute between or among the Parties, any Party and a Subsidiary of the other Party, or a Subsidiary of one Party and a Subsidiary of the other Party, either such Party may waive a privilege in which the other Party has a shared privilege, without obtaining the consent of the other Party; provided, however, that such waiver of a shared privilege shall be effective only as to the use of information with respect to the litigation or dispute between the Parties and/or their Subsidiaries, and that such a Party shall, to the best of that Party’s ability, keep such information confidential and limited in distribution (including, for example, not filing any such information in a public court document); and that any such use shall not operate as a waiver of the shared privilege with respect to any Third-Party Claims. (f) If a dispute arises between or among the Parties or their respective Subsidiaries regarding whether a privilege should be waived to protect or advance the interest of any Party, each Party agrees that it shall negotiate in good faith, shall endeavor to minimize any prejudice to the rights of the other Party, and shall not unreasonably withhold consent to any request for a waiver by the other Party. Each Party hereto specifically agrees that it will not withhold consent to a waiver for any purpose except to protect its own legitimate interests. (g) Upon receipt by any Party or by any Subsidiary thereof of any subpoena, discovery or other request which arguably calls for the production or disclosure of information subject to a shared privilege or as to which another Party has the sole right hereunder to assert a privilege, or if any Party obtains knowledge that any of its or any of its Subsidiaries’ current or former Representatives have received any subpoena, discovery or other request which arguably calls for the production or disclosure of such privileged information, 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 they may have under this Section 4.5 or otherwise to prevent the production or disclosure of such privileged information. (h) The transfer of all Records and other information pursuant to this Agreement is made in reliance on the agreement of MSG Entertainment and Spinco, as set forth in Sections 4.2, 4.3, 4.4 and this Section 4.5, to maintain the confidentiality of privileged information and to assert and maintain all applicable privileges. The access to information being granted pursuant to Sections 4.1, 4.2, and 4.3 hereof, the agreement to provide witnesses and individuals pursuant to Sections 4.2 and 4.3 hereof, the furnishing of notices and documents and other cooperative efforts contemplated by Section 4.3 hereof, and the transfer of privileged information between and among the Parties and their respective Subsidiaries, Affiliates and Representatives 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.

Privileged Matters. Except as may be otherwise provided in an Ancillary Agreement, the Parties recognize that legal and other professional services that have been and will be provided prior to the Distribution Date have been and will be rendered for the benefit of each of the members of the MSG Entertainment Networks Group, and each of the members of the Spinco Group, and that each of the members of the MSG Entertainment Networks Group, and each of the members of the Spinco Group, Group should be deemed to be the client for the purposes of asserting all privileges which may be asserted under applicable Law. To allocate the interests of each Party in the information as to which any Party is entitled to assert a privilege, the Parties agree as follows: (a) MSG Entertainment Networks shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that which relates solely to the MSG Entertainment Networks Business (other than with respect to Liabilities as to which Spinco is required to provide indemnification under Article III), whether or not the privileged information is in the possession of or under the control of MSG Entertainment Networks or Spinco. MSG Entertainment Networks shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting MSG Entertainment Networks Liabilities (including Retained Claims Liabilities), or other Liabilities as to which it is required to provide indemnification under Article III, now pending or which may be asserted in the future, whether or not the privileged information is in the possession of or under the control of MSG Entertainment Networks or Spinco. (b) Spinco shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that which relates solely to the Spinco Business (other than with respect to matters or claims that are Retained Claims Liabilities or other Liabilities as to which MSG Entertainment Networks is required to provide indemnification under Article III), whether or not the privileged information is in the possession of or under the control of MSG Entertainment Networks or Spinco. Spinco shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that which relates solely to the subject matter of any claims constituting Spinco Liabilities, or other liabilities as to which it is required to provide indemnification under Article III, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by Spinco, whether or not the privileged information is in the possession of Spinco or under the control of MSG Entertainment Networks or Spinco. (c) The Parties agree that they shall have a shared privilege, with equal right to assert or waive, subject to the restrictions in this Section 4.5, with respect to all privileges not allocated pursuant to the terms of Sections 4.5(a) and (b). (d) No Party may waive any privilege which could be asserted under any applicable Law, and in which the other Party has a shared privilege, without the written consent of the other Party, which consent shall not be unreasonably withheld, conditioned withheld or delayed, except to the extent reasonably required in connection with any Third-Party Claims or as provided in subsection (e) below. (e) In the event of any litigation or dispute between or among the Parties, any Party and a Subsidiary of the other Party, or a Subsidiary of one Party and a Subsidiary of the other Party, either such Party may waive a privilege in which the other Party has a shared privilege, without obtaining the consent of the other Party; , provided, however, that such waiver of a shared privilege shall be effective only as to the use of information with respect to the litigation or dispute between the Parties and/or their Subsidiaries, and that such a Party shall, to the best of that Party’s ability, keep such information confidential and limited in distribution (including, for example, not filing any such information in a public court document); and that any such use shall not operate as a waiver of the shared privilege with respect to any Third-Party Claims. (f) If a dispute arises between or among the Parties or their respective Subsidiaries regarding whether a privilege should be waived to protect or advance the interest of any Party, each Party agrees that it shall negotiate in good faith, shall endeavor to minimize any prejudice to the rights of the other Party, and shall not unreasonably withhold consent to any request for a waiver by the other Party. Each Party hereto specifically agrees that it will not withhold consent to a waiver for any purpose except to protect its own legitimate interests. (g) Upon receipt by any Party or by any Subsidiary thereof of any subpoena, discovery or other request which arguably calls for the production or disclosure of information subject to a shared privilege or as to which another Party has the sole right hereunder to assert a privilege, or if any Party obtains knowledge that any of its or any of its Subsidiaries’ current or former Representatives have received any subpoena, discovery or other request which arguably calls for the production or disclosure of such privileged information, 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 they may have under this Section 4.5 or otherwise to prevent the production or disclosure of such privileged information. (h) The transfer of all Records and other information pursuant to this Agreement is made in reliance on the agreement of MSG Entertainment Networks and Spinco, as set forth in Sections 4.2, 4.3, 4.4 and this Section 4.5, to maintain the confidentiality of privileged information and to assert and maintain all applicable privileges. The access to information being granted pursuant to Sections 4.1, 4.2, and 4.3 hereof, the agreement to provide witnesses and individuals pursuant to Sections 4.2 and 4.3 hereof, the furnishing of notices and documents and other cooperative efforts contemplated by Section 4.3 hereof, and the transfer of privileged information between and among the Parties and their respective Subsidiaries, Affiliates and Representatives 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.

Privileged Matters. Except as may be otherwise provided in an Ancillary Agreement, the Parties recognize that legal and other professional services that have been and will be provided prior to the Distribution Date have been and will be rendered for the benefit of each of the members of Integra Entities and the MSG Entertainment Group, and each of the members of the Spinco GroupSeaSpine Entities, and that each of the members of the MSG Entertainment GroupIntegra Entities, and each of the members of the Spinco Group, SeaSpine Entities should be deemed to be the client for the purposes of asserting all privileges which may be asserted under applicable Law. To allocate the interests of each Party in the information as to which any Party is entitled to assert a privilege, the Parties agree as follows: (a) MSG Entertainment Integra shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that which relates solely to the MSG Entertainment Integra Business (other than with respect to Liabilities as to which Spinco SeaSpine is required to provide indemnification under Article IIIV or Article VI), whether or not the privileged information is in the possession of or under the control of MSG Entertainment Integra, SeaSpine or Spincoany other Entity. MSG Entertainment Integra shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting MSG Entertainment Liabilities (including Retained Claims Integra Liabilities), or other Liabilities as to which it is required to provide indemnification under Article IIIV or Article VI, now pending or which may be asserted in the future, whether or not the privileged information is in the possession of or under the control of MSG Entertainment Integra, SeaSpine or Spincoany other Entity. (b) Spinco SeaSpine shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that which relates solely to the Spinco SeaSpine Business (other than with respect to matters or claims that are Retained Claims Liabilities or other Liabilities as to which MSG Entertainment Integra is required to provide indemnification under Article IIIV or Article VI), whether or not the privileged information is in the possession of or under the control of MSG Entertainment Integra, SeaSpine or Spincoany other Entity. Spinco SeaSpine shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that which relates solely to the subject matter of any claims constituting Spinco SeaSpine Liabilities, or other liabilities Liabilities as to which it is required to provide indemnification under Article IIIV or Article VI, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by SpincoSeaSpine, whether or not the privileged information is in the possession of Spinco or under the control of MSG Entertainment Integra, SeaSpine or Spincoany other Entity. (c) The Parties agree that they shall have a shared privilege, with equal right to assert or waive, subject to the restrictions in this Section 4.57.5, with respect to all privileges not allocated pursuant to the terms of Sections 4.5(a7.5(a) and (b7.5(b). (d) No Party may waive any privilege which could be asserted under any applicable Law, and in which the other Party has a shared privilegeprivileged, without the written consent of the other Party, which consent shall not be unreasonably withheld, conditioned withheld or delayed, except to the extent reasonably required in connection with any Third-Party Claims or as provided in subsection (e) below. Consent shall be in writing, or shall be deemed to be granted unless written objection is made within 20 days after notice upon the other Party requesting such consent. (e) In the event of any litigation or dispute between or among the Parties, any Party and a Subsidiary of the other Party, or a Subsidiary of one Party and a Subsidiary of the other Party, either such Party may waive a privilege in which the other Party has a shared privilege, without obtaining the consent of the other Party; , provided, however, that such waiver of a shared privilege shall be effective only as to the use of information with respect to the litigation or dispute between the Parties and/or their Subsidiaries, and that such a Party shall, to the best of that Party’s ability, keep such information confidential and limited in distribution (including, for example, not filing any such information in a public court document); and that any such use shall not operate as a waiver of the shared privilege with respect to any Third-Party Claims. (f) If a dispute arises between or among the Parties or their respective Subsidiaries regarding whether a privilege should be waived to protect or advance the interest of any Party, each Party agrees that it shall negotiate in good faith, shall endeavor to minimize any prejudice to the rights of the other Party, and shall not unreasonably withhold consent to any request for a waiver by the other Party. Each Party hereto specifically agrees that it will not withhold consent to a waiver for any purpose except to protect its own legitimate interests. (g) Upon receipt by any Party or by any Subsidiary thereof of any subpoena, discovery or other request which arguably calls for the production or disclosure of information subject to a shared privilege or as to which another Party has the sole right hereunder to assert a privilege, or if any Party obtains knowledge that any of its or any of its Subsidiaries’ current or former Representatives have received any subpoena, discovery or other request which arguably calls for the production or disclosure of such privileged information, 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 they may have under this Section 4.5 7.5 or otherwise to prevent the production or disclosure of such privileged information. (h) The transfer of all Records and other information pursuant to this Agreement is made in reliance on the agreement of MSG Entertainment Integra and SpincoSeaSpine, as set forth in Sections 4.27.2, 4.37.4, 4.4 and this Section 4.57.5, to maintain the confidentiality of privileged information and to assert and maintain all applicable privileges. The access to information being granted pursuant to Sections 4.17.1, 4.27.2, and 4.3 7.3 hereof, the agreement to provide witnesses and individuals pursuant to Sections 4.2 7.2 and 4.3 7.3 hereof, the furnishing of notices and documents and other cooperative efforts contemplated by Section 4.3 7.3 hereof, and the transfer of privileged information between and among the Parties and their respective Subsidiaries, Affiliates and Representatives 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.

Privileged Matters. Except as may be otherwise provided in an Ancillary Agreement, the Parties recognize that legal and other professional services that have been and will be provided prior to the Distribution Date have been and will be rendered for the benefit of each of Capital Southwest, CSWI and the members of the MSG Entertainment GroupCSWI Companies, and that Capital Southwest, CSWI and each of the members of the Spinco Group, and that each of the members of the MSG Entertainment Group, and each of the members of the Spinco Group, CSWI Companies should be deemed to be the client for the purposes of asserting all privileges which may be asserted under applicable Law. To allocate the interests of each Party in the information as to which any Party is entitled to assert a privilege, the Parties agree as follows: (a) MSG Entertainment Capital Southwest shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that which relates solely to the MSG Entertainment Capital Southwest Business (other than including with respect to Liabilities as to which Spinco CSWI is required to provide indemnification under Article IIIIV), whether or not the privileged information is in the possession of or under the control of MSG Entertainment Capital Southwest or SpincoCSWI or the CSWI Companies. MSG Entertainment Capital Southwest shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting MSG Entertainment Liabilities (including Retained Claims Capital Southwest Liabilities), or other Liabilities as to which it is required to provide indemnification under Article III, now pending or which may be asserted in the future, whether or not the privileged information is in the possession of or under the control of MSG Entertainment Capital Southwest or SpincoCSWI or the CSWI Companies. (b) Spinco CSWI shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that which relates solely to the Spinco Business CSWI Businesses (other than including with respect to matters or claims that are Retained Claims Liabilities or other Liabilities as to which MSG Entertainment Capital Southwest is required to provide indemnification under Article IIIIV), whether or not the privileged information is in the possession of or under the control of MSG Entertainment Capital Southwest or SpincoCSWI or the CSWI Companies. Spinco CSWI shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that which relates solely to the subject matter of any claims constituting Spinco CSWI Liabilities, or other liabilities as to which it is required to provide indemnification under Article III, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by SpincoCSWI or the CSWI Companies, whether or not the privileged information is in the possession of Spinco CSWI or the CSWI Companies or under the control of MSG Entertainment Capital Southwest or SpincoCSWI or the CSWI Companies. (c) The Parties agree that they shall have a shared privilege, with equal right to assert or waive, subject to the restrictions in this Section 4.55.5, with respect to all privileges not allocated pursuant to the terms of Sections 4.5(a5.5(a) and (b). (d) No Subject to Sections 5.5(a) and (b), no Party may waive any privilege which could be asserted under any applicable Law, and in which the other Party has a shared privilegeprivileged, without the written consent of the other Party, which consent shall not be unreasonably withheld, conditioned withheld or delayed, except to the extent reasonably required in connection with any Third-Party Claims or as provided in subsection (e) below. Consent shall be in writing, or shall be deemed to be granted unless written objection is made within 20 days after notice upon the other Party requesting such consent. (e) In the event of any litigation or dispute between or among the Parties, any Party and a Subsidiary of the other Party, or a Subsidiary of one Party and a Subsidiary of the other Party, either such Party may waive a privilege in which the other Party has a shared privilege, without obtaining the consent of the other Party; provided, however, that such waiver of a shared privilege shall be effective only as to the use of information with respect to the litigation or dispute between the Parties and/or their Subsidiaries, and that such a Party shall, to the best of that Party’s ability, keep such information confidential and limited in distribution (including, for example, not filing any such information in a public court document); and that any such use shall not operate as a waiver of the shared privilege with respect to any Third-Third Party Claims. (f) If a dispute arises between or among the Parties or their respective Subsidiaries regarding whether a privilege should be waived to protect or advance the interest of any Party, each Party agrees that it shall negotiate in good faith, shall endeavor to minimize any prejudice to the rights of the other Party, and shall not unreasonably withhold consent to any request for a waiver by the other Party. Each Party hereto specifically agrees that it will not withhold consent to a waiver for any purpose except to protect its own legitimate interests. (g) Upon receipt by any Party or by any Subsidiary thereof of any subpoena, discovery or other request which arguably calls for the production or disclosure of information subject to a shared privilege or as to which another Party has the sole right hereunder to assert a privilege, or if any Party obtains knowledge that any of its or any of its Subsidiaries’ current or former Representatives have received any subpoena, discovery or other request which arguably calls for the production or disclosure of such privileged information, 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 they may have under this Section 4.5 5.5 or otherwise to prevent the production or disclosure of such privileged information. (h) The transfer of all Records and other information pursuant to this Agreement is made in reliance on the agreement of MSG Entertainment Capital Southwest and SpincoCSWI, as set forth in Sections 4.2, 4.3, 4.4 5.4 and this Section 4.55.5, to maintain the confidentiality of privileged information and to assert and maintain all applicable privileges. The access to information being granted pursuant to Sections 4.15.1, 4.2, 5.2 and 4.3 hereof5.3, the agreement to provide witnesses and individuals pursuant to Sections 4.2 and 4.3 hereofSection 5.3, the furnishing of notices and documents and other cooperative efforts contemplated by Section 4.3 hereof5.3, and the transfer of privileged information between and among the Parties and their respective Subsidiaries, Affiliates and Representatives 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.

Privileged Matters. Except as may be otherwise provided in an Ancillary Agreement, the The Parties recognize that legal and other professional services that have been and will be provided prior to the Distribution Date have been and will be rendered for the benefit of each of the members of the MSG Entertainment Group, RemainCo Group and each of the members of the Spinco SpinCo Group, and that each of the members of the MSG Entertainment Group, RemainCo Group and each of the members of the Spinco Group, SpinCo Group should be deemed to be the client for the purposes of asserting all privileges which may be asserted under applicable Law. To allocate the interests of each Party in the information as to which any Party is entitled to assert a privilege, the Parties agree as follows: (a) MSG Entertainment The Company shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information Privileged Information that relates solely exclusively to the MSG Entertainment CGRP Business (other than with respect to Liabilities as to which Spinco SpinCo is required to provide indemnification under Article IIIARTICLE V), whether or not the privileged information Privileged Information is in the possession of or under the control of MSG Entertainment the Company or SpincoSpinCo. MSG Entertainment The Company shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges privileges, immunities or other protections in connection with privileged information any Privileged Information that relates solely exclusively to the subject matter of any claims constituting MSG Entertainment Liabilities (including Retained Claims RemainCo Liabilities), or other Liabilities as to which it is required to provide indemnification under Article IIIARTICLE V, now pending or which may be asserted in the future, whether or not the privileged information Privileged Information is in the possession of or under the control of MSG Entertainment any member of the RemainCo Group or Spincothe SpinCo Group. (b) Spinco SpinCo shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that Privileged Information which relates solely exclusively to the Spinco Therapeutics Business (other than with respect to matters or claims that are Retained Claims RemainCo Liabilities or other Liabilities as to which MSG Entertainment the Company is required to provide indemnification under Article IIIARTICLE V), whether or not the privileged information Privileged Information is in the possession of or under the control of MSG Entertainment the Company or SpincoSpinCo. Spinco SpinCo shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges privileges, immunities or other protections in connection with privileged information that any Privileged Information which relates solely to the subject matter of any claims constituting Spinco SpinCo Liabilities, or other liabilities Liabilities as to which it is required to provide indemnification under Article IIIARTICLE V, now pending or which may be asserted in the future, in any lawsuits or other proceedings Proceedings initiated against or by SpincoSpinCo, whether or not the privileged information Privileged Information is in the possession of Spinco SpinCo or under the control of MSG Entertainment any member of the RemainCo Group or Spincothe SpinCo Group. (c) The Parties agree that they shall have a shared privilege, with equal right to assert or waive, subject to the restrictions in this Section 4.56.6, with respect to all privileges not allocated pursuant to the terms of Sections 4.5(aSection 6.6(a) and (b). (d) No Party may waive any privilege which could may be asserted under any applicable Law, and in which the other Party has a shared privilege, without the written consent of the other Party, which such consent shall not to be unreasonably withheld, conditioned withheld or delayed, except to the extent reasonably required in connection with any Third-Third Party Claims or as provided in subsection (eSection 6.6(e) below. (e) In the event of any litigation or dispute between or among the Parties, or any Party and a Subsidiary members of the other Party, or a Subsidiary of one Party and a Subsidiary of the other Partyrespective Groups, either such Party may waive a privilege in which the other Party has a shared privilege, without obtaining the consent of the other Party; , provided, however, that such waiver of a shared privilege shall be effective only as to the use of information Privileged Information with respect to the litigation or dispute between the Parties and/or their Subsidiariesmembers of the respective Groups, and that such a Party shall, to the best of that Party’s ability, keep such information confidential and limited in distribution (including, for example, not filing any such information in a public court document); and that any such use shall not operate as a waiver of the shared privilege with respect to any Third-Third Party Claims. (f) If a dispute arises between or among the Parties or their any members of the respective Subsidiaries Groups regarding whether a privilege should be waived to protect or advance the interest of any Party, each Party agrees that it shall (i) negotiate in good faith, shall (ii) endeavor to minimize any prejudice to the rights of the other Party, and shall (iii) not unreasonably withhold consent to any request for a waiver by the other Party. Each Party hereto specifically agrees that it will not withhold consent to a waiver for any purpose except to protect its own legitimate interests. (g) Upon receipt by any Party or by any Subsidiary thereof member of the respective Groups of any subpoena, discovery or other request which arguably calls for that may reasonably be expected to result in the production or disclosure of information Privileged Information subject to a shared privilege or as to which another Party has the sole right hereunder to assert a privilege, or if any Party obtains knowledge that any of its or any member of its Subsidiaries’ Group’s current or former Representatives have received any subpoena, discovery or other request which arguably calls for that may reasonably be expected to result in the production or disclosure of such privileged informationPrivileged 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 such subpoena, discovery or other request) and shall provide the other Party a reasonable opportunity to review the information and to assert any rights it or they may have under this Section 4.5 6.6 or otherwise to prevent the production or disclosure of such privileged informationPrivileged Information. (h) The transfer of all Records and other information pursuant to this Agreement is made in reliance on the agreement agreements of MSG Entertainment the Company and SpincoSpinCo, as set forth in Sections 4.2Section 6.2, 4.3Section 6.3, 4.4 Section 6.4, Section 6.5 and this Section 4.56.6, to maintain the confidentiality of privileged information Privileged Information and to assert and maintain all applicable privileges. The access to information being granted pursuant to Sections 4.1Section 6.1, 4.2Section 6.2, Section 6.3 and 4.3 Section 6.4 hereof, the agreement to provide witnesses and individuals pursuant to Sections 4.2 Section 6.2 and 4.3 Section 6.4 hereof, the furnishing of notices and documents and other cooperative efforts contemplated by Section 4.3 6.4 hereof, and the transfer of privileged information Privileged Information between and among the Parties and their respective Subsidiaries, Affiliates Subsidiaries and Representatives 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. (i) Parent acknowledges that Xxxxxxxx & Xxxxxxxx LLP, Xxxxx Lord LLP and Xxxxxx and Calder (“Prior Company Counsel”) have, on or prior to the Effective Time, represented one or more of the Parties and their Subsidiaries and other Affiliates, and their respective officers, employees and directors (each such Person, other than the RemainCo Group, a “Designated Person”) in one or more matters relating to this Agreement (including any matter that may be related to a litigation, claim or dispute arising under or related to this Agreement) (each, an “Existing Representation”), and that, in the event of any post-Closing matters (x) relating to this Agreement (including any matter that may be related to a litigation, claim or dispute arising under or related to this Agreement) and (y) in which Parent or any of its Affiliates (including the RemainCo Group), on the one hand, and one or more Designated Persons, on the other hand, are or may be adverse to each other (each, a “Post-Closing Matter”), the Designated Persons reasonably anticipate that Prior Company Counsel will represent them in connection with such matters. Accordingly, each of Parent and the Company hereby (i) waives and shall not assert, and agrees after the Effective Time to cause its Affiliates to waive and to not assert, any conflict of interest arising out of or relating to the representation by one or more Prior Company Counsel of one or more Designated Persons in connection with one or more Post-Closing Matters (the “Post-Closing Representation”) and (ii) agrees that, in the event that a Post-Closing Matter arises, Prior Company Counsel may represent one or more Designated Persons in such Post-Closing Matter even though the interests of such Person(s) may be directly adverse to Parent or any of its Affiliates (including the RemainCo Group), and even though Prior Company Counsel may (A) have represented the RemainCo Group in a matter substantially related to such dispute or (B) be currently representing the RemainCo Group. Without limiting the foregoing, each of Parent and the Company (on behalf of itself and its Affiliates) consents to the disclosure by Prior Company Counsel, in connection with one or more Post-Closing Representations, to the Designated Persons of any information substantially related to such Post-Closing Representations learned by Prior Company Counsel in the course of one or more Existing Representations, whether or not such information is subject to the attorney-client privilege of the RemainCo Group or Prior Company Counsel’s duty of confidentiality as to the RemainCo Group and whether or not such disclosure is made before or after the Effective Time.

Privileged Matters. Except as may be otherwise provided in an Ancillary Agreement, the Parties The parties hereto recognize that legal and other professional services that have been and will be provided prior to the Distribution Date Effective Time have been and will be rendered for the benefit of each of the members of the MSG Entertainment Parent Group, and each of the members of the Spinco SpinCo Group, and that each of the members of the MSG Entertainment Parent Group, and each of the members of the Spinco SpinCo Group, should be deemed to be the client for the purposes of asserting all privileges which may be asserted under applicable Law. To Except as otherwise specifically provided in the Tax Disaffiliation Agreement with respect to tax matters, to allocate the interests of each Party party in the information as to which any Party party is entitled to assert a privilege, the Parties parties agree as follows: (a) MSG Entertainment Parent shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that which relates solely to the MSG Entertainment Business (other than with respect to Liabilities as to which Spinco is required to provide indemnification under Article III)Parent Business, whether or not the privileged information is in the possession of or under the control of MSG Entertainment Parent or SpincoSpinCo. MSG Entertainment Parent shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting MSG Entertainment Liabilities (including Retained Claims Parent Liabilities), or other Liabilities as to which it is required to provide indemnification under Article III, now pending or which may be asserted in the future, in any Action initiated against or by Parent, whether or not the privileged information is in the possession of or under the control of MSG Entertainment Parent or SpincoSpinCo. (b) Spinco SpinCo shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that which relates solely to the Spinco Business (other than with respect to matters or claims that are Retained Claims Liabilities or other Liabilities as to which MSG Entertainment is required to provide indemnification under Article III)SpinCo Business, whether or not the privileged information is in the possession of or under the control of MSG Entertainment Parent or SpincoSpinCo. Spinco SpinCo shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that which relates solely to the subject matter of any claims constituting Spinco SpinCo Liabilities, or other liabilities as to which it is required to provide indemnification under Article III, now pending or which may be asserted in the future, in any lawsuits or other proceedings Action initiated against or by SpincoSpinCo, whether or not the privileged information is in the possession of Spinco SpinCo or under the control of MSG Entertainment Parent or SpincoSpinCo. (c) The Parties parties hereto agree that they shall have a shared privilege, with equal right to assert or waive, subject to the restrictions in this Section 4.5, with respect to all privileges not allocated pursuant to the terms of Sections 4.5(a) and (b). All privileges relating to any Action, disputes or other matters which involve Parent and SpinCo in respect of which such parties retain any responsibility or liability under this Agreement, shall be subject to a shared privilege among them. (d) No Party party hereto may waive any privilege which could be asserted under any applicable Law, and in which the any other Party party hereto has a shared privilege, without the written consent of the other Partyparty, which consent shall not be unreasonably withheld, conditioned withheld or delayed, except to the extent reasonably required in connection with any Third-Party Claims Action with Third Parties or as provided in subsection (e) below. Consent shall be in writing, or shall be deemed to be granted unless written objection is made within twenty days after notice upon the other party requesting such consent. (e) In the event of any litigation Action or dispute between or among any of the Partiesparties hereto, any Party party and a Subsidiary of the other Partyanother party hereto, or a Subsidiary of one Party party hereto and a Subsidiary of the other Partyanother party hereto, either such Party party, to the extent necessary in connection with such Action or dispute, may waive a privilege in which the other Party party has a shared privilege, without obtaining the consent of the other Party; providedparty, however, provided that such waiver of a shared privilege shall be effective only as to the use of information with respect to the litigation such Action or dispute between the Parties relevant parties and/or their Subsidiaries, and that such a Party shall, to the best of that Party’s ability, keep such information confidential and limited in distribution (including, for example, not filing any such information in a public court document); and that any such use shall not operate as a waiver of the shared privilege with respect to any Third-Party ClaimsThird Parties. (f) If a dispute arises between or among the Parties parties hereto or their respective Subsidiaries regarding whether a privilege should be waived to protect or advance the interest of any Partyparty, each Party party agrees that it shall negotiate in good faith, shall endeavor to minimize any prejudice to the rights of the other Partyparties, and shall not unreasonably withhold consent to any request for a waiver by the other Partyanother party. Each Party party hereto specifically agrees that it will not withhold consent to a waiver for any purpose except to protect its own legitimate interests. (g) Upon receipt by any Party party hereto or by any Subsidiary thereof of any subpoena, discovery or other request which arguably calls for the production or disclosure of information subject to a shared privilege or as to which another Party party has the sole right hereunder to assert a privilege, or if any Party party obtains knowledge that any of its or any of its Subsidiaries’ ' current or former Representatives have has received any subpoena, discovery or other request requests which arguably calls for the production or disclosure of such privileged information, such Party party shall promptly notify the other Party party of the existence of the request and shall provide the other Party party a reasonable opportunity to review the information (to the extent such information is available to such party) and to assert any rights it or they may have under this Section 4.5 or otherwise to prevent the production or disclosure of such privileged information. (h) The transfer of all Records and other information pursuant to this Agreement is made in reliance on the agreement of MSG Entertainment Parent and SpincoSpinCo, as set forth in Sections 4.2, 4.3, Section 4.4 and this Section 4.5, to maintain the confidentiality of privileged information and to assert and maintain all applicable privileges. The access to information being granted pursuant to Sections 4.1, 4.2, 4.1 and 4.3 4.2 hereof, the agreement to provide witnesses and individuals pursuant to Sections 4.2 2.7 and 4.3 3.3 hereof, the furnishing of notices and documents and other cooperative efforts contemplated by Section 4.3 3.3 hereof, and the transfer of privileged information between and among the Parties parties and their respective Subsidiaries, Affiliates and Representatives Subsidiaries 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.

Privileged Matters. Except as may be otherwise provided in an Ancillary Agreement, the The Parties recognize that legal and other professional services that have been and will be provided prior to the Distribution Date have been and will be rendered for the benefit of each of the members of the MSG Entertainment Group, RemainCo Group and each of the members of the Spinco SpinCo Group, and that each of the members of the MSG Entertainment Group, RemainCo Group and each of the members of the Spinco Group, SpinCo Group should be deemed to be the client for the purposes of asserting all privileges which may be asserted under applicable Law. To allocate the interests of each Party in the information as to which any Party is entitled to assert a privilege, the Parties agree as follows: (a) MSG Entertainment The Company shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information Privileged Information that relates solely primarily to the MSG Entertainment 101 Business (other than with respect to Liabilities as to which Spinco SpinCo is required to provide indemnification under Article IIIARTICLE V), whether or not the privileged information Privileged Information is in the possession of or under the control of MSG Entertainment the Company or SpincoSpinCo. MSG Entertainment The Company shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges privileges, immunities or other protections in connection with privileged information any Privileged Information that relates solely primarily to the subject matter of any claims constituting MSG Entertainment Liabilities (including Retained Claims RemainCo Liabilities), or other Liabilities as to which it is required to provide indemnification under Article IIIARTICLE V, now pending or which may be asserted in the future, whether or not the privileged information Privileged Information is in the possession of or under the control of MSG Entertainment any member of the RemainCo Group or Spincothe SpinCo Group. (b) Spinco SpinCo shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that Privileged Information which relates solely primarily to the Spinco SpinCo Business (other than with respect to matters or claims that are Retained Claims RemainCo Liabilities or other Liabilities as to which MSG Entertainment the Company is required to provide indemnification under Article IIIARTICLE V), whether or not the privileged information Privileged Information is in the possession of or under the control of MSG Entertainment the Company or SpincoSpinCo. Spinco SpinCo shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges privileges, immunities or other protections in connection with privileged information that any Privileged Information which relates solely to the subject matter of any claims constituting Spinco SpinCo Liabilities, or other liabilities Liabilities as to which it is required to provide indemnification under Article IIIARTICLE V, now pending or which may be asserted in the future, in any lawsuits or other proceedings Proceedings initiated against or by SpincoSpinCo, whether or not the privileged information Privileged Information is in the possession of Spinco SpinCo or under the control of MSG Entertainment any member of the RemainCo Group or Spincothe SpinCo Group. (c) The Parties agree that they shall have a shared privilege, with equal right to assert or waive, subject to the restrictions in this Section 4.56.6, with respect to all privileges not allocated pursuant to the terms of Sections 4.5(aSection 6.6(a) and (b). (d) No Party may waive any privilege which could may be asserted under any applicable Law, and in which the other Party has a shared privilege, without the written consent of the other Party, which such consent shall not to be unreasonably withheld, conditioned withheld or delayed, except to the extent reasonably required in connection with any Third-Third Party Claims or as provided in subsection (eSection 6.6(e) below. (e) In the event of any litigation or dispute between or among the Parties, or any Party and a Subsidiary members of the other Party, or a Subsidiary of one Party and a Subsidiary of the other Partyrespective Groups, either such Party may waive a privilege in which the other Party has a shared privilege, without obtaining the consent of the other Party; , provided, however, that such waiver of a shared privilege shall be effective only as to the use of information Privileged Information with respect to the litigation or dispute between the Parties and/or their Subsidiariesmembers of the respective Groups, and that such a Party shall, to the best of that Party’s ability, keep such information confidential and limited in distribution (including, for example, not filing any such information in a public court document); and that any such use shall not operate as a waiver of the shared privilege with respect to any Third-Third Party Claims. (f) If a dispute arises between or among the Parties or their any members of the respective Subsidiaries Groups regarding whether a privilege should be waived to protect or advance the interest of any Party, each Party agrees that it shall (i) negotiate in good faith, shall (ii) endeavor to minimize any prejudice to the rights of the other Party, and shall (iii) not unreasonably withhold consent to any request for a waiver by the other Party. Each Party hereto specifically agrees that it will not withhold consent to a waiver for any purpose except to protect its own legitimate interests. (g) Upon receipt by any Party or by any Subsidiary thereof member of the respective Groups of any subpoena, discovery or other request which arguably calls for that may reasonably be expected to result in the production or disclosure of information Privileged Information subject to a shared privilege or as to which another Party has the sole right hereunder to assert a privilege, or if any Party obtains knowledge that any of its or any member of its Subsidiaries’ Group’s current or former Representatives have received any subpoena, discovery or other request which arguably calls for that may reasonably be expected to result in the production or disclosure of such privileged informationPrivileged 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 such subpoena, discovery or other request) and shall provide the other Party a reasonable opportunity to review the information and to assert any rights it or they may have under this Section 4.5 6.6 or otherwise to prevent the production or disclosure of such privileged informationPrivileged Information. (h) The transfer of all Records and other information pursuant to this Agreement is made in reliance on the agreement agreements of MSG Entertainment the Company and SpincoSpinCo, as set forth in Sections 4.2Section 6.2, 4.3Section 6.3, 4.4 Section 6.4, Section 6.5 and this Section 4.56.6, to maintain the confidentiality of privileged information Privileged Information and to assert and maintain all applicable privileges. The access to information being granted pursuant to Sections 4.1Section 6.1, 4.2Section 6.2, Section 6.3 and 4.3 Section 6.4 hereof, the agreement to provide witnesses and individuals pursuant to Sections 4.2 Section 6.2 and 4.3 Section 6.4 hereof, the furnishing of notices and documents and other cooperative efforts contemplated by Section 4.3 6.4 hereof, and the transfer of privileged information Privileged Information between and among the Parties and their respective Subsidiaries, Affiliates Subsidiaries and Representatives 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. (i) Parent acknowledges that Pxxx, Wxxxx, Rxxxxxx, Wxxxxxx & Gxxxxxxx LLP (“Prior Company Counsel”) have, on or prior to the Effective Time, represented one or more of the Parties and their Subsidiaries and other Affiliates, and their respective officers, employees and directors (each such Person, other than the RemainCo Group, a “Designated Person”) in one or more matters relating to this Agreement (including any matter that may be related to a litigation, claim or dispute arising under or related to this Agreement) (each, an “Existing Representation”), and that, in the event of any post-Closing matters (x) relating to this Agreement (including any matter that may be related to a litigation, claim or dispute arising under or related to this Agreement) and (y) in which Parent or any of its Affiliates (including the RemainCo Group), on the one hand, and one or more Designated Persons, on the other hand, are or may be adverse to each other (each, a “Post-Closing Matter”), the Designated Persons reasonably anticipate that Prior Company Counsel will represent them in connection with such matters. Accordingly, each of Parent and the Company hereby (i) waives and shall not assert, and agrees after the Effective Time to cause its Affiliates to waive and to not assert, any conflict of interest arising out of or relating to the representation by one or more Prior Company Counsel of one or more Designated Persons in connection with one or more Post-Closing Matters (the “Post-Closing Representation”) and (ii) agrees that, in the event that a Post-Closing Matter arises, Prior Company Counsel may represent one or more Designated Persons in such Post-Closing Matter even though the interests of such Person(s) may be directly adverse to Parent or any of its Affiliates (including the RemainCo Group), and even though Prior Company Counsel may (A) have represented the RemainCo Group in a matter substantially related to such dispute or (B) be currently representing the RemainCo Group. Without limiting the foregoing, each of Parent and the Company (on behalf of itself and its Affiliates) consents to the disclosure by Prior Company Counsel, in connection with one or more Post-Closing Representations, to the Designated Persons of any information substantially related to such Post-Closing Representations learned by Prior Company Counsel in the course of one or more Existing Representations, whether or not such information is subject to the attorney-client privilege of the RemainCo Group or Prior Company Counsel’s duty of confidentiality as to the RemainCo Group and whether or not such disclosure is made before or after the Effective Time.

Privileged Matters. Except as may be otherwise provided in an Ancillary Agreement, the Parties recognize that legal and other professional services that have been and will be provided prior to the Distribution Date have been and will be rendered for the benefit of each of the members of the MSG Entertainment Cablevision Group, and each of the members of the Spinco MSG Group, and that each of the members of the MSG Entertainment Cablevision Group, and each of the members of the Spinco Group, MSG Group should be deemed to be the client for the purposes of asserting all privileges which may be asserted under applicable Law. To Except as otherwise specifically provided in the Tax Disaffiliation Agreement with respect to tax matters, to allocate the interests of each Party in the information as to which any Party is entitled to assert a privilege, the Parties agree as follows: (a) MSG Entertainment Cablevision shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that which relates solely to the MSG Entertainment Cablevision Business (other than with respect to Liabilities as to which Spinco MSG is required to provide indemnification under Article III), whether or not the privileged information is in the possession of or under the control of MSG Entertainment Cablevision or SpincoMSG. MSG Entertainment Cablevision shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims Claims constituting MSG Entertainment Cablevision Liabilities (including Retained Claims Liabilities), or other Liabilities as to which it is required to provide indemnification under Article III, now pending or which may be asserted in the future, whether or not the privileged information is in the possession of or under the control of MSG Entertainment Cablevision or SpincoMSG. (b) Spinco MSG shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that which relates solely to the Spinco MSG Business (other than with respect to matters or claims that are Retained Claims Liabilities or other Liabilities as to which MSG Entertainment Cablevision is required to provide indemnification under Article III), whether or not the privileged information is in the possession of or under the control of Cablevision or MSG. MSG Entertainment or Spinco. Spinco shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that which relates solely to the subject matter of any claims Claims constituting Spinco MSG Liabilities, or other liabilities as to which it is required to provide indemnification under Article III, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by SpincoMSG, whether or not the privileged information is in the possession of Spinco MSG or under the control of MSG Entertainment Cablevision or SpincoMSG. (c) The Parties agree that they shall have a shared privilege, with equal right to assert or waive, subject to the restrictions in this Section 4.5, with respect to all privileges not allocated pursuant to the terms of Sections 4.5(a) and (b). (d) No Party may waive any privilege which could be asserted under any applicable Law, and in which the other Party has a shared privilegeprivileged, without the written consent of the other Party, which consent shall not be unreasonably withheld, conditioned withheld or delayed, except to the extent reasonably required in connection with any Third-Party Claims or as provided in subsection (e) below. Consent shall be in writing, or shall be deemed to be granted unless written objection is made within 20 days after notice upon the other Party requesting such consent. (e) In the event of any litigation or dispute between or among the Parties, any Party and a Subsidiary of the other Party, or a Subsidiary of one Party and a Subsidiary of the other Party, either such Party may waive a privilege in which the other Party has a shared privilege, without obtaining the consent of the other Party; , provided, however, that such waiver of a shared privilege shall be effective only as to the use of information with respect to the litigation or dispute between the Parties and/or their Subsidiaries, and that such a Party shall, to the best of that Party’s ability, keep such information confidential and limited in distribution (including, for example, not filing any such information in a public court document); and that any such use shall not operate as a waiver of the shared privilege with respect to any Third-Party Claims. (f) If a dispute arises between or among the Parties or their respective Subsidiaries regarding whether a privilege should be waived to protect or advance the interest of any Party, each Party agrees that it shall negotiate in good faith, shall endeavor to minimize any prejudice to the rights of the other Party, and shall not unreasonably withhold consent to any request for a waiver by the other Party. Each Party hereto specifically agrees that it will not withhold consent to a waiver for any purpose except to protect its own legitimate interests. (g) Upon receipt by any Party or by any Subsidiary thereof of any subpoena, discovery or other request which arguably calls for the production or disclosure of information subject to a shared privilege or as to which another Party has the sole right hereunder to assert a privilege, or if any Party obtains knowledge that any of its or any of its Subsidiaries’ current or former Representatives have received any subpoena, discovery or other request which arguably calls for the production or disclosure of such privileged information, 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 they may have under this Section 4.5 or otherwise to prevent the production or disclosure of such privileged information. (h) The transfer of all Records and other information pursuant to this Agreement is made in reliance on the agreement of MSG Entertainment Cablevision and SpincoMSG, as set forth in Sections 4.2, 4.3, 4.4 and this Section 4.5, to maintain the confidentiality of privileged information and to assert and maintain all applicable privileges. The access to information being granted pursuant to Sections 4.1, 4.2, and 4.3 hereof, the agreement to provide witnesses and individuals pursuant to Sections 4.2 and 4.3 hereof, the furnishing of notices and documents and other cooperative efforts contemplated by Section 4.3 hereof, and the transfer of privileged information between and among the Parties and their respective Subsidiaries, Affiliates and Representatives 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.

Privileged Matters. Except as may be otherwise provided in an Ancillary Agreement, the Parties recognize that legal and other professional services that have been and will be provided prior to the Distribution Date have been and will be rendered for the benefit of each of the members of the MSG Entertainment Cablevision Group, and each of the members of the Spinco AMC Group, and that each of the members of the MSG Entertainment Cablevision Group, and each of the members of the Spinco Group, AMC Group should be deemed to be the client for the purposes of asserting all privileges which may be asserted under applicable Law. To allocate the interests of each Party in the information as to which any Party is entitled to assert a privilege, the Parties agree as follows: : (a) MSG Entertainment Cablevision shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that which relates solely to the MSG Entertainment Cablevision Business (other than with respect to Liabilities as to which Spinco AMC is required to provide indemnification under Article III), whether or not the privileged information is in the possession of or under the control of MSG Entertainment Cablevision or SpincoAMC. MSG Entertainment Cablevision shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting MSG Entertainment Cablevision Liabilities (including Retained Claims Liabilities), or other Liabilities as to which it is required to provide indemnification under Article III, now pending or which may be asserted in the future, whether or not the privileged information is in the possession of or under the control of MSG Entertainment or Spinco. (b) Spinco shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the Spinco Business (other than with respect to matters or claims that are Retained Claims Liabilities or other Liabilities as to which MSG Entertainment is required to provide indemnification under Article III), whether or not the privileged information is in the possession of or under the control of MSG Entertainment or Spinco. Spinco shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting Spinco Liabilities, or other liabilities as to which it is required to provide indemnification under Article III, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by Spinco, whether or not the privileged information is in the possession of Spinco or under the control of MSG Entertainment or Spinco. (c) The Parties agree that they shall have a shared privilege, with equal right to assert or waive, subject to the restrictions in this Section 4.5, with respect to all privileges not allocated pursuant to the terms of Sections 4.5(a) and (b). (d) No Party may waive any privilege which could be asserted under any applicable Law, and in which the other Party has a shared privilege, without the written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed, except to the extent reasonably required in connection with any Third-Party Claims or as provided in subsection (e) below. (e) In the event of any litigation or dispute between or among the Parties, any Party and a Subsidiary of the other Party, or a Subsidiary of one Party and a Subsidiary of the other Party, either such Party may waive a privilege in which the other Party has a shared privilege, without obtaining the consent of the other Party; provided, however, that such waiver of a shared privilege shall be effective only as to the use of information with respect to the litigation or dispute between the Parties and/or their Subsidiaries, and that such a Party shall, to the best of that Party’s ability, keep such information confidential and limited in distribution (including, for example, not filing any such information in a public court document); and that any such use shall not operate as a waiver of the shared privilege with respect to any Third-Party Claims. (f) If a dispute arises between or among the Parties or their respective Subsidiaries regarding whether a privilege should be waived to protect or advance the interest of any Party, each Party agrees that it shall negotiate in good faith, shall endeavor to minimize any prejudice to the rights of the other Party, and shall not unreasonably withhold consent to any request for a waiver by the other Party. Each Party hereto specifically agrees that it will not withhold consent to a waiver for any purpose except to protect its own legitimate interests. (g) Upon receipt by any Party or by any Subsidiary thereof of any subpoena, discovery or other request which arguably calls for the production or disclosure of information subject to a shared privilege or as to which another Party has the sole right hereunder to assert a privilege, or if any Party obtains knowledge that any of its or any of its Subsidiaries’ current or former Representatives have received any subpoena, discovery or other request which arguably calls for the production or disclosure of such privileged information, 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 they may have under this Section 4.5 or otherwise to prevent the production or disclosure of such privileged information. (h) The transfer of all Records and other information pursuant to this Agreement is made in reliance on the agreement of MSG Entertainment and Spinco, as set forth in Sections 4.2, 4.3, 4.4 and this Section 4.5, to maintain the confidentiality of privileged information and to assert and maintain all applicable privileges. The access to information being granted pursuant to Sections 4.1, 4.2, and 4.3 hereof, the agreement to provide witnesses and individuals pursuant to Sections 4.2 and 4.3 hereof, the furnishing of notices and documents and other cooperative efforts contemplated by Section 4.3 hereof, and the transfer of privileged information between and among the Parties and their respective Subsidiaries, Affiliates and Representatives 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.,

Privileged Matters. Except as may be otherwise provided in an Ancillary Agreement, the Parties recognize that legal and other professional services that have been and will be provided prior to the Distribution Date have been and will be rendered for the benefit of each of the members of the MSG Entertainment Networks Group, and each of the members of the Spinco Group, and that each of the members of the MSG Entertainment Networks Group, and each of the members of the Spinco Group, Group should be deemed to be the client for the purposes of asserting all privileges which may be asserted under applicable Law. To allocate the interests of each Party in the information as to which any Party is entitled to assert a privilege, the Parties agree as follows: (a) MSG Entertainment Networks shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that which relates solely to the MSG Entertainment Networks Business (other than with respect to Liabilities as to which Spinco is required to provide indemnification under Article III), whether or not the privileged information is in the possession of or under the control of MSG Entertainment Networks or Spinco. MSG Entertainment Networks shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting MSG Entertainment Networks Liabilities (including Retained Claims Liabilities), or other Liabilities as to which it is required to provide indemnification under Article III, now pending or which may be asserted in the future, whether or not the privileged information is in the possession of or under the control of MSG Entertainment Networks or Spinco. (b) Spinco shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that which relates solely to the Spinco Business (other than with respect to matters or claims that are Retained Claims Liabilities or other Liabilities as to which MSG Entertainment Networks is required to provide indemnification under Article III), whether or not the privileged information is in the possession of or under the control of MSG Entertainment Networks or Spinco. Spinco shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that which relates solely to the subject matter of any claims constituting Spinco Liabilities, or other liabilities as to which it is required to provide indemnification under Article III, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by Spinco, whether or not the privileged information is in the possession of Spinco or under the control of MSG Entertainment Networks or Spinco. (c) The Parties agree that they shall have a shared privilege, with equal right to assert or waive, subject to the restrictions in this Section 4.5, with respect to all privileges not allocated pursuant to the terms of Sections 4.5(a) and (b). (d) No Party may waive any privilege which could be asserted under any applicable Law, and in which the other Party has a shared privilege, without the written consent of the other Party, which consent shall not be unreasonably withheld, conditioned withheld or delayed, except to the extent reasonably required in connection with any Third-Party Claims or as provided in subsection (e) below. (e) In the event of any litigation or dispute between or among the Parties, any Party and a Subsidiary of the other Party, or a Subsidiary of one Party and a Subsidiary of the other Party, either such Party may waive a privilege in which the other Party has a shared privilege, without obtaining the consent of the other Party; provided, provided , however, that such waiver of a shared privilege shall be effective only as to the use of information with respect to the litigation or dispute between the Parties and/or their Subsidiaries, and that such a Party shall, to the best of that Party’s ability, keep such information confidential and limited in distribution (including, for example, not filing any such information in a public court document); and that any such use shall not operate as a waiver of the shared privilege with respect to any Third-Party Claims. (f) If a dispute arises between or among the Parties or their respective Subsidiaries regarding whether a privilege should be waived to protect or advance the interest of any Party, each Party agrees that it shall negotiate in good faith, shall endeavor to minimize any prejudice to the rights of the other Party, and shall not unreasonably withhold consent to any request for a waiver by the other Party. Each Party hereto specifically agrees that it will not withhold consent to a waiver for any purpose except to protect its own legitimate interests. (g) Upon receipt by any Party or by any Subsidiary thereof of any subpoena, discovery or other request which arguably calls for the production or disclosure of information subject to a shared privilege or as to which another Party has the sole right hereunder to assert a privilege, or if any Party obtains knowledge that any of its or any of its Subsidiaries’ current or former Representatives have received any subpoena, discovery or other request which arguably calls for the production or disclosure of such privileged information, 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 they may have under this Section 4.5 or otherwise to prevent the production or disclosure of such privileged information. (h) The transfer of all Records and other information pursuant to this Agreement is made in reliance on the agreement of MSG Entertainment Networks and Spinco, as set forth in Sections 4.2, 4.3, 4.4 and this Section 4.5, to maintain the confidentiality of privileged information and to assert and maintain all applicable privileges. The access to information being granted pursuant to Sections 4.1, 4.2, and 4.3 hereof, the agreement to provide witnesses and individuals pursuant to Sections 4.2 and 4.3 hereof, the furnishing of notices and documents and other cooperative efforts contemplated by Section 4.3 hereof, and the transfer of privileged information between and among the Parties and their respective Subsidiaries, Affiliates and Representatives 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.

Privileged Matters. Except as may be otherwise provided in an Ancillary Agreement, the The Parties recognize that legal and other professional services that have been and will be provided prior to the Distribution Date have been and will be rendered for the benefit of each of the members of the MSG Entertainment Group, RemainCo Group and each of the members of the Spinco SpinCo Group, and that each of the members of the MSG Entertainment Group, RemainCo Group and each of the members of the Spinco Group, SpinCo Group should be deemed to be the client for the purposes of asserting all privileges which may be asserted under applicable Law. To allocate the interests of each Party in the information as to which any Party is entitled to assert a privilege, the Parties agree as follows: (a) MSG Entertainment The Company shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information Privileged Information that relates solely exclusively to the MSG Entertainment CGRP Business (other than with respect to Liabilities as to which Spinco SpinCo is required to provide indemnification under Article IIIARTICLE V), whether or not the privileged information Privileged Information is in the possession of or under the control of MSG Entertainment the Company or SpincoSpinCo. MSG Entertainment The Company shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges privileges, immunities or other protections in connection with privileged information any Privileged Information that relates solely exclusively to the subject matter of any claims constituting MSG Entertainment Liabilities (including Retained Claims RemainCo Liabilities), or other Liabilities as to which it is required to provide indemnification under Article IIIARTICLE V, now pending or which may be asserted in the future, whether or not the privileged information Privileged Information is in the possession of or under the control of MSG Entertainment any member of the RemainCo Group or Spincothe SpinCo Group. (b) Spinco SpinCo shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that Privileged Information which relates solely exclusively to the Spinco Therapeutics Business (other than with respect to matters or claims that are Retained Claims RemainCo Liabilities or other Liabilities as to which MSG Entertainment the Company is required to provide indemnification under Article IIIARTICLE V), whether or not the privileged information Privileged Information is in the possession of or under the control of MSG Entertainment the Company or SpincoSpinCo. Spinco SpinCo shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges privileges, immunities or other protections in connection with privileged information that any Privileged Information which relates solely to the subject matter of any claims constituting Spinco SpinCo Liabilities, or other liabilities Liabilities as to which it is required to provide indemnification under Article IIIARTICLE V, now pending or which may be asserted in the future, in any lawsuits or other proceedings Proceedings initiated against or by SpincoSpinCo, whether or not the privileged information Privileged Information is in the possession of Spinco SpinCo or under the control of MSG Entertainment any member of the RemainCo Group or Spincothe SpinCo Group. (c) The Parties agree that they shall have a shared privilege, with equal right to assert or waive, subject to the restrictions in this Section 4.56.6, with respect to all privileges not allocated pursuant to the terms of Sections 4.5(aSection 6.6(a) and (b). (d) No Party may waive any privilege which could may be asserted under any applicable Law, and in which the other Party has a shared privilege, without the written consent of the other Party, which such consent shall not to be unreasonably withheld, conditioned withheld or delayed, except to the extent reasonably required in connection with any Third-Third Party Claims or as provided in subsection (eSection 6.6(e) below. (e) In the event of any litigation or dispute between or among the Parties, or any Party and a Subsidiary members of the other Party, or a Subsidiary of one Party and a Subsidiary of the other Partyrespective Groups, either such Party may waive a privilege in which the other Party has a shared privilege, without obtaining the consent of the other Party; , provided, however, that such waiver of a shared privilege shall be effective only as to the use of information Privileged Information with respect to the litigation or dispute between the Parties and/or their Subsidiariesmembers of the respective Groups, and that such a Party shall, to the best of that Party’s ability, keep such information confidential and limited in distribution (including, for example, not filing any such information in a public court document); and that any such use shall not operate as a waiver of the shared privilege with respect to any Third-Third Party Claims. (f) If a dispute arises between or among the Parties or their any members of the respective Subsidiaries Groups regarding whether a privilege should be waived to protect or advance the interest of any Party, each Party agrees that it shall (i) negotiate in good faith, shall (ii) endeavor to minimize any prejudice to the rights of the other Party, and shall (iii) not unreasonably withhold consent to any request for a waiver by the other Party. Each Party hereto specifically agrees that it will not withhold consent to a waiver for any purpose except to protect its own legitimate interests. (g) Upon receipt by any Party or by any Subsidiary thereof member of the respective Groups of any subpoena, discovery or other request which arguably calls for that may reasonably be expected to result in the production or disclosure of information Privileged Information subject to a shared privilege or as to which another Party has the sole right hereunder to assert a privilege, or if any Party obtains knowledge that any of its or any member of its Subsidiaries’ Group’s current or former Representatives have received any subpoena, discovery or other request which arguably calls for that may reasonably be expected to result in the production or disclosure of such privileged informationPrivileged 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 such subpoena, discovery or other request) and shall provide the other Party a reasonable opportunity to review the information and to assert any rights it or they may have under this Section 4.5 6.6 or otherwise to prevent the production or disclosure of such privileged informationPrivileged Information. (h) The transfer of all Records and other information pursuant to this Agreement is made in reliance on the agreement agreements of MSG Entertainment the Company and SpincoSpinCo, as set forth in Sections 4.2Section 6.2, 4.3Section 6.3, 4.4 Section 6.4, Section 6.5 and this Section 4.56.6, to maintain the confidentiality of privileged information Privileged Information and to assert and maintain all applicable privileges. The access to information being granted pursuant to Sections 4.1Section 6.1, 4.2Section 6.2, Section 6.3 and 4.3 Section 6.4 hereof, the agreement to provide witnesses and individuals pursuant to Sections 4.2 Section 6.2 and 4.3 Section 6.4 hereof, the furnishing of notices and documents and other cooperative efforts contemplated by Section 4.3 6.4 hereof, and the transfer of privileged information Privileged Information between and among the Parties and their respective Subsidiaries, Affiliates Subsidiaries and Representatives 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. (i) Parent acknowledges that Xxxxxxxx & Xxxxxxxx LLP, Xxxxx Lord LLP and Xxxxxx and Calder (“Prior Company Counsel”) have, on or prior to the Effective Time, represented one or more of the Parties and their Subsidiaries and other Affiliates, and their respective officers, employees and directors (each such Person, other than the RemainCo Group, a “Designated Person”) in one or more matters relating to this Agreement (including any matter that may be related to a litigation, claim or dispute arising under or related to this Agreement) (each, an “Existing Representation”), and that, in the event of any post-Closing matters (x) relating to this Agreement (including any matter that may be related to a litigation, claim or dispute arising under or related to this Agreement) and (y) in which Parent or any of its Affiliates (including the RemainCo Group), on the one hand, and one or more Designated Persons, on the other hand, are or may be adverse to each other (each, a “Post-Closing Matter”), the Designated Persons reasonably anticipate that Prior Company Counsel will represent them in connection -56- with such matters. Accordingly, each of Parent and the Company hereby (i) waives and shall not assert, and agrees after the Effective Time to cause its Affiliates to waive and to not assert, any conflict of interest arising out of or relating to the representation by one or more Prior Company Counsel of one or more Designated Persons in connection with one or more Post-Closing Matters (the “Post-Closing Representation”) and (ii) agrees that, in the event that a Post-Closing Matter arises, Prior Company Counsel may represent one or more Designated Persons in such Post-Closing Matter even though the interests of such Person(s) may be directly adverse to Parent or any of its Affiliates (including the RemainCo Group), and even though Prior Company Counsel may (A) have represented the RemainCo Group in a matter substantially related to such dispute or (B) be currently representing the RemainCo Group. Without limiting the foregoing, each of Parent and the Company (on behalf of itself and its Affiliates) consents to the disclosure by Prior Company Counsel, in connection with one or more Post-Closing Representations, to the Designated Persons of any information substantially related to such Post-Closing Representations learned by Prior Company Counsel in the course of one or more Existing Representations, whether or not such information is subject to the attorney-client privilege of the RemainCo Group or Prior Company Counsel’s duty of confidentiality as to the RemainCo Group and whether or not such disclosure is made before or after the Effective Time.