Common use of Waiver of Conflicts and Privileged Information Clause in Contracts

Waiver of Conflicts and Privileged Information. (a) Each party to this Agreement acknowledges that (i) one or more of the Acquired Companies, the Stockholder Representative and/or their respective Affiliates have retained Xxxxxxxx & Xxxxx LLP (“K&E”) to act as their counsel in connection with the transactions contemplated by this Agreement (including the negotiation, preparation, execution and delivery of this Agreement and related agreements, and the consummation of the transactions contemplated hereby or thereby) as well as other past and ongoing matters; (ii) K&E has not acted as counsel for Buyer, Merger Sub or any of their respective past, present or future Affiliates in connection with the transactions contemplated by this Agreement; and (iii) no Person other than the Acquired Companies, the Stockholder Representative or their respective Affiliates has the status of client of K&E for conflict of interest or any other purpose as a result thereof. Buyer hereby (I) waives and will not assert, and will cause each of its Affiliates (including, after the Closing, the Acquired Companies) to waive and not assert, any conflict of interest relating to K&E’s representation after the Closing of any Company Security Holder, the Stockholder Representative or its respective Affiliates in any matter involving the transactions contemplated by this Agreement (including the negotiation, preparation, execution and delivery of this Agreement and related agreements, and the consummation of the transactions contemplated hereby or thereby), including in any litigation, arbitration, mediation or other proceeding; and (II) consents to, and will cause each of its Subsidiaries (including, after the Closing, the Acquired Companies) to consent to, any such representation, even though in each case (x) the interests of such Company Security Holder, the Stockholder Representative or its respective Affiliates may be directly adverse to Buyer, the Acquired Companies or their respective Affiliates; (y) K&E may have represented Buyer, the Acquired Companies, or their respective Affiliates in a substantially related matter; or (z) K&E may be handling other ongoing matters for Buyer, the Acquired Companies, or any of their respective Affiliates. (b) Buyer agrees that, after the Closing, none of Buyer, the Acquired Companies or any of their Affiliates will have any right to access or control any of the Attorney-Client Communications, which will be the property of (and be controlled by) the Stockholder Representative or its Affiliates. In addition, Buyer agrees that it would be impractical to remove all Attorney-Client Communications from the records (including e-mails and other electronic files) of the Acquired Companies. Accordingly, Buyer will not, and will cause each of its Affiliates (including, after the Closing, the Acquired Companies) not to, use any Attorney-Client Communication remaining in the records of the Acquired Companies after the Closing in a manner that may be adverse to any Company Security Holder, the Stockholder Representative or any of its respective Affiliates. (c) Buyer agrees, on its own behalf and on behalf of its Affiliates (including, after the Closing, the Acquired Companies), that from and after the Closing (i) the attorney-client privilege and all other evidentiary privileges as to all Attorney-Client Communications belong to the Company Security Holders (or their Affiliates) and will not pass to or be claimed by Buyer, the Acquired Companies, or any of their Affiliates; and (ii) the Stockholder Representative (or its Affiliates) will have the exclusive right to control, assert or waive the attorney-client privilege and any other evidentiary privilege with respect to such Attorney-Client Communications. Accordingly, Buyer (x) will not, and will cause each of its Affiliates (including, after the Closing, the Acquired Companies) not to, assert any attorney-client privilege or other evidentiary privilege with respect to any Attorney-Client Communication, except in the event of a post-Closing dispute with a Person that is not a Company Security Holder, the Stockholder Representative or any of its respective Affiliates; or (y) will use commercially reasonable efforts to protect any attorney-client privilege or other evidentiary privilege attaching to any Attorney-Client Communication, including by not taking any action that would result in the waiving of such privilege with respect to any Attorney-Client Communication. Furthermore, Buyer agrees, on its own behalf and on behalf of each of its Affiliates (including, after the Closing, the Acquired Companies), that in the event of a dispute between a Company Security Holder, the Stockholder Representative or any of its respective Affiliates, on the one hand, and the Acquired Companies, on the other hand, arising out of or relating to any matter in which K&E jointly represented both parties, neither the attorney-client privilege nor any right to any other evidentiary privilege will protect from disclosure to such Company Security Holder, the Stockholder Representative or any of its respective Affiliates any information or documents developed or shared during the course of K&E’s joint representation of the Acquired Companies and such Company Security Holder, the Stockholder Representative or any of its respective Affiliates.

Waiver of Conflicts and Privileged Information. (a) Each party to this Agreement acknowledges that (i) IHM, IHC, one or more members of the Acquired Companies, the Stockholder Representative iHeart Group and/or their respective past, present or future Affiliates (including CCH) have retained Xxxxxxxx & Xxxxx LLP (the “K&ELaw Firm”) to act as their counsel in connection with the transactions contemplated by this Agreement Transactions (including the negotiation, preparation, execution and delivery of this Agreement and related agreementsthe Ancillary Agreements, and the consummation of the transactions contemplated hereby or thereby) as well as other past and ongoing matters; , and (ii) K&E the Law Firm has not previously acted and may in the future act as counsel for BuyerCCOH, Merger Sub or any of the Outdoor Group and/or their respective past, present or future Affiliates Affiliates, but has not acted as counsel thereto in connection with the transactions contemplated by this Agreement; Transactions. Each of CCH and (iii) no Person other than the Acquired Companies, the Stockholder Representative or their respective Affiliates has the status of client of K&E for conflict of interest or any other purpose as a result thereof. Buyer CCOH hereby (I) waives and will not assert, and will cause each of its past, present or future Affiliates (including, after including each member of the Closing, the Acquired CompaniesOutdoor Group) to waive and not assert, any conflict of interest relating to K&Ethe Law Firm’s representation after the Closing of IHM, IHC, any Company Security Holdermember of the iHeart Group or their respective past, the Stockholder Representative present or its respective future Affiliates in any matter involving the transactions contemplated by this Agreement Transactions (including the negotiation, preparation, execution and delivery of this Agreement and related agreementsthe Ancillary Agreements, and the consummation of the transactions contemplated hereby or thereby), including in any litigation, arbitration, mediation or other proceeding; , and (II) consents to, and will cause each member of its Subsidiaries (including, after the Closing, the Acquired Companies) Outdoor Group to consent to, any such representation, even though in each case (x) the interests of IHM, IHC, such Company Security Holder, member of the Stockholder Representative iHeart Group or its respective such Affiliates may be directly adverse to BuyerCCH, CCOH, any member of the Acquired Companies Outdoor Group or their respective Affiliates; , (y) K&E the Law Firm may have represented BuyerIHM, IHC, any member of the Acquired Companies, iHeart Group or their respective Affiliates in a substantially related matter; , or (z) K&E the Law Firm may be handling other ongoing matters for BuyerCCH, CCOH, any member of the Acquired CompaniesOutdoor Group, or any of their respective Affiliates. (b) Buyer New CCOH agrees that, after the Closing, none of BuyerNew CCOH, any member of the Acquired Companies Outdoor Group or any of their past, present or future Affiliates will have any right to access or control any of the Attorney-Client CommunicationsLaw Firm’s records or communications relating to or affecting the Transactions (including the negotiation, preparation, execution and delivery of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby or thereby), which will be the property of (and be controlled by) the Stockholder Representative or its AffiliatesIHM and IHC. In addition, Buyer New CCOH agrees that it would be impractical to remove all Attorney-Client Communications from the records (including e-mails and other electronic files) of each of member of the Acquired CompaniesOutdoor Group. Accordingly, Buyer New CCOH will not, and will cause each of its Affiliates (including, after including each member of the Closing, the Acquired CompaniesOutdoor Group) not to, use any Attorney-Client Communication remaining in the records of the Acquired Companies Outdoor Group after the Closing in a manner that may be adverse to IHM, IHC, any Company Security Holder, member of the Stockholder Representative iHeart Group or any of its their respective Affiliates. (c) Buyer New CCOH agrees, on its own behalf and on behalf of its Affiliates (including, after including each member of the Closing, the Acquired CompaniesOutdoor Group), that from and after the Closing (i) the attorney-client privilege and privilege, all other evidentiary privileges privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to IHM, IHC and the Company Security Holders (or their Affiliates) iHeart Group and will not pass to or be claimed by BuyerNew CCOH, any member of the Acquired CompaniesOutdoor Group, or any of their Affiliates; , and (ii) the Stockholder Representative (or its Affiliates) IHM and IHC will have the exclusive right to control, assert or waive the attorney-client privilege and privilege, any other evidentiary privilege privilege, and the expectation of client confidence with respect to such Attorney-Client Communications. Accordingly, Buyer (x) New CCOH will not, and will cause each of its Affiliates (including, after including each member of the Closing, the Acquired CompaniesOutdoor Group) not to, (x) assert any attorney-client privilege or privilege, other evidentiary privilege Privilege, or expectation of client confidence with respect to any Attorney-Client Communication, except in the event of a post-Closing dispute with a Person that is not IHM, IHC, a Company Security Holder, member of the Stockholder Representative iHeart Group or any of its their respective Affiliates; or (y) will use commercially reasonable efforts take any action which could cause any Attorney-Client Communication to protect any cease being a confidential communication or to otherwise lose protection under the attorney-client privilege or any other evidentiary privilege attaching to any Attorney-Client CommunicationPrivilege, including by waiving such protection in any dispute with a Person that is not taking IHM, IHC, a member of the iHeart Group or any action that would result in the waiving of such privilege with respect to any Attorney-Client Communicationtheir respective Affiliates. Furthermore, Buyer New CCOH agrees, on its own behalf and on behalf of each of its Affiliates (including, after each member of the Closing, the Acquired CompaniesOutdoor Group), that in the event of a dispute between a Company Security HolderIHM, IHC, any member of the Stockholder Representative iHeart Group or any of its their respective Affiliates, on the one hand, and any member of the Acquired CompaniesOutdoor Group, on the other hand, arising out of or relating to any matter in which K&E the Law Firm jointly represented both parties, neither the attorney-client privilege privilege, the expectation of client confidence, nor any right to any other evidentiary privilege Privilege will protect from disclosure to such Company Security HolderIHM, IHC, any member of the Stockholder Representative iHeart Group or any of its their respective Affiliates any information or documents developed or shared during the course of K&Ethe Law Firm’s joint representation of any member of the Acquired Companies iHeart Group, IHM and such Company Security Holder, the Stockholder Representative or any of its respective AffiliatesIHC.

Waiver of Conflicts and Privileged Information. (a) Each party to this Agreement acknowledges that (i) one or more of the Acquired Group Companies, the Stockholder Owner Representative and/or their respective Affiliates have retained Xxxxxxxx & Xxxxx Dechert LLP (the “K&ELaw Firm”) to act as their counsel in connection with the transactions contemplated by this Agreement Transactions (including the negotiation, preparation, execution and delivery of this Agreement and related agreements, and the consummation of the transactions contemplated hereby or thereby) as well as other past and ongoing matters; (ii) K&E the Law Firm has not acted as counsel for BuyerParent, Merger Sub or any of their respective past, present or future Affiliates in connection with the transactions contemplated by this Agreement; and (iii) no Person other than the Acquired Group Companies, the Stockholder Owner Representative or their respective Affiliates has the status of client of K&E the Law Firm for conflict of interest or any other purpose as a result thereof. Buyer Parent hereby (IA) waives and will not assert, and will cause each of its Affiliates (including, after the Closing, the Acquired Group Companies) to waive and not assert, any conflict of interest relating to K&Ethe Law Firm’s representation after the Closing of any Company Security Holder, the Stockholder Owner Representative or its respective Affiliates in any matter involving the transactions contemplated by this Agreement (including the negotiation, preparation, execution and delivery of this Agreement and related agreements, and the consummation of the transactions contemplated hereby or thereby), including in any litigation, arbitration, mediation or other proceeding; and (IIB) consents to, and will cause each of its Subsidiaries (including, after the Closing, the Acquired Group Companies) to consent to, any such representation, even though in each case (xi) the interests of such Company Security Holder, the Stockholder Owner Representative or its respective Affiliates may be directly adverse to BuyerParent, the Acquired Group Companies or their respective Affiliates; (yii) K&E the Law Firm may have represented Buyerthe Owner Representative, the Acquired Group Companies, or their respective Affiliates in a substantially related matter; or (ziii) K&E the Law Firm may be handling other ongoing matters for BuyerParent, the Acquired Group Companies, or any of their respective Affiliates. (b) Buyer Parent agrees that, after the Closing, none of BuyerParent, the Acquired Group Companies or any of their Affiliates will have any right to access or control any of the Attorney-Client CommunicationsLaw Firm’s records or communications relating to or affecting the Transactions (including the negotiation, preparation, execution and delivery of this Agreement and related agreements, and the consummation of the transactions contemplated hereby or thereby), which will be the property of (and be controlled by) the Stockholder Owner Representative or its Affiliates. In addition, Buyer Xxxxxx agrees that it would be impractical to remove all Attorney-Client Communications from the records (including e-mails and other electronic files) of the Acquired Group Companies. Accordingly, Buyer Parent will not, and will cause each of its Affiliates (including, after the Closing, the Acquired Group Companies) not to, use any Attorney-Client Communication remaining in the records of the Acquired Group Companies after the Closing in a manner that may be adverse to any Company Security Holder, the Stockholder Owner Representative or any of its respective Affiliates. (c) Buyer Parent agrees, on its own behalf and on behalf of its Affiliates (including, after the Closing, the Acquired Group Companies), that from in connection with any dispute related to this Agreement, the Ancillary Documents or the transactions contemplated hereby and after thereby and arising between Parent, the Closing Surviving Entity or a Group Company, on the one hand, and the Owner Representative or any of its Affiliates, on the other hand, (i) the attorney-client privilege and privilege, all other evidentiary privileges privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to the Company Security Holders Owner Representative (or their its Affiliates) and will not pass to or be claimed by Buyer, the Acquired Companies, or any of their Affiliates); and (ii) the Stockholder Owner Representative (or its Affiliates) will have the exclusive right to control, assert or waive the attorney-client privilege and privilege, any other evidentiary privilege privilege, and the expectation of client confidence with respect to such Attorney-Client Communications. Accordingly, Buyer (x) Parent will not, and will cause each of its Affiliates (including, after the Closing, the Acquired Group Companies) not to, (A) assert any attorney-client privilege or privilege, other evidentiary privilege privilege, or expectation of client confidence with respect to any Attorney-Client Communication, except in the event of a post-Closing dispute with a Person that is not a Company Security Holder, the Stockholder Owner Representative or any of its respective Affiliates; or (yB) will use commercially reasonable efforts take any action which could cause any Attorney-Client Communication to protect any cease being a confidential communication or to otherwise lose protection under the attorney-client privilege or any other evidentiary privilege attaching to any Attorney-Client Communicationprivilege, including by waiving such protection in any dispute with a Person that is not taking the Owner Representative or any action that would result in the waiving of such privilege with respect to any Attorney-Client Communicationits Affiliates. Furthermore, Buyer Xxxxxx agrees, on its own behalf and on behalf of each of its Affiliates (including, after the Closing, the Acquired Group Companies), that in the event of a dispute between a Company Security Holder, the Stockholder Owner Representative or any of its respective Affiliates, on the one hand, and the Acquired Group Companies, on the other hand, arising out of or relating to any matter in which K&E jointly the Law Firm represented both parties, neither the attorney-client privilege privilege, the expectation of client confidence, nor any right to any other evidentiary privilege will protect from disclosure to such Company Security Holder, the Stockholder Owner Representative or any of its respective Affiliates any information or documents developed or shared during the course of K&Ethe Law Firm’s joint representation of the Acquired Group Companies and such Company Security Holder, the Stockholder Representative or any of its respective AffiliatesOwner Representative.

Waiver of Conflicts and Privileged Information. (a) Each party to this Agreement acknowledges that (i) one or more of the Acquired Group Companies, the Stockholder Representative Representative, Sellers and/or their respective Affiliates have retained Xxxxxxxx & Xxxxx LLP (the “K&ELaw Firm”) to act as their counsel in connection with the transactions contemplated by this Agreement Transactions (including the negotiation, preparation, execution and delivery of this Agreement and related agreements, and the consummation of the transactions contemplated hereby or therebyTransactions) as well as other past and ongoing matters; , (ii) K&E Law Firm has not acted as counsel for Buyer, Merger Sub or any of their respective past, present or future Affiliates other Person in connection with the transactions contemplated by this Agreement; Transactions and (iii) no Person other than the Acquired Group Companies, one or more of the Stockholder Sellers, the Representative or their respective Affiliates has the status of a Law Firm client of K&E for conflict of interest or any other purpose as a result thereof. Buyer Parent hereby (IA) waives and will not assert, and will cause each of its Affiliates (including, after the Closing, the Acquired Group Companies) to waive and not assert, any conflict of interest relating to K&ELaw Firm’s representation after the Closing of any Company Security HolderSeller, the Stockholder Representative or its their respective Affiliates in any matter involving the transactions contemplated by this Agreement Transactions (including the negotiation, preparation, execution and delivery of this Agreement and related agreements, and the consummation of the transactions contemplated hereby or therebyTransactions), including in any litigation, arbitration, mediation or other proceeding; , and (IIB) consents to, and will cause each of its Subsidiaries (including, after the Closing, the Acquired Group Companies) to consent to, any such representation, even though in each case (x) the interests of such Company Security HolderSeller, the Stockholder Representative or its respective such Affiliates may be directly adverse to BuyerParent, the Acquired Group Companies or their respective Affiliates; , (y) K&E Law Firm may have represented Buyerthe Sellers, the Acquired Group Companies, the Representative or their respective Affiliates in a substantially related matter; , or (z) K&E Law Firm may be handling other ongoing matters for BuyerParent, the Acquired Group Companies, or any of their respective Affiliates. (b) Buyer Parent agrees that, after the Closing, none of BuyerParent, the Acquired Group Companies or any of their Affiliates will have any right to access or control any of Law Firm’s records or communications relating to or affecting the Attorney-Client CommunicationsTransactions (including the negotiation, preparation, execution and delivery of this Agreement and related agreements, and the consummation of the Transactions or thereby), which will be the property of (and be controlled by) the Stockholder Representative or its AffiliatesRepresentative. In addition, Buyer Parent agrees that it would be impractical to remove all Attorney-Client Communications from the records (including e-mails and other electronic files) of the Acquired Group Companies. Accordingly, Buyer Parent will not, and will cause each of its Affiliates (including, after the Closing, the Acquired Group Companies) not to, use any Attorney-Client Communication remaining in the records of the Acquired Group Companies after the Closing in a manner that may be adverse to the Representative, any Company Security Holder, the Stockholder Representative Seller or any of its their respective Affiliates. (c) Buyer Parent agrees, on its own behalf and on behalf of its Affiliates (including, after the Closing, the Acquired Group Companies), that from and after the Closing (i) the attorney-client privilege and privilege, all other evidentiary privileges privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to the Company Security Holders (or their Affiliates) Sellers and will not pass to or be claimed by BuyerParent, the Acquired Group Companies, or any of their Affiliates; , and (ii) the Stockholder Representative (or its Affiliates) will have the exclusive right to control, assert or waive the attorney-client privilege and privilege, any other evidentiary privilege privilege, and the expectation of client confidence with respect to such Attorney-Client Communications. Accordingly, Buyer (x) Parent will not, and will cause each of its Affiliates (including, after the Closing, the Acquired Group Companies) not to, (x) assert any attorney-client privilege or privilege, other evidentiary privilege privilege, or expectation of client confidence with respect to any Attorney-Client Communication, except in the event of a post-Closing dispute with a Person that is not a Company Security HolderSeller, the Stockholder Representative or any of its their respective Affiliates; or (y) will use commercially reasonable efforts waive any privilege relating to protect any attorney-client privilege or other evidentiary privilege attaching to any such Attorney-Client Communication, including by not taking any action that would result in Communication to the waiving of extent the Sellers are asserting such privilege with in any proceeding and have notified Parent in respect to any Attorney-Client Communicationthereof. Furthermore, Buyer Parent agrees, on its own behalf and on behalf of each of its Affiliates (including, after the Closing, the Acquired Group Companies), that in the event of a dispute between a Company Security Holderany Seller, the Stockholder Representative or any of its their respective Affiliates, on the one hand, and the Acquired Group Companies, on the other hand, arising out of or relating to any matter in which K&E Law Firm jointly represented both parties, neither the attorney-client privilege privilege, the expectation of client confidence, nor any right to any other evidentiary privilege will protect from disclosure to such Company Security HolderSeller, the Stockholder Representative or any of its their respective Affiliates any information or documents developed or shared during the course of K&ELaw Firm’s joint representation of the Acquired Companies and such Company Security Holder, the Stockholder Representative or any of its respective Affiliatesrepresentation.

Waiver of Conflicts and Privileged Information. (a) Each party to this Agreement acknowledges that (i) one or more of the Acquired CompaniesCompany Entities, the Stockholder Company Unitholders and the Holder Representative and/or their respective Affiliates have retained Xxxxxxxx Xxxxxx Xxxxxxxx, XxXxxxxxx Will & Xxxxx XXX, Xxxxxxxx, Xxxxxx & Xxxxxx, P.A. and Xxxxxx & Bird LLP (together with Xxxxxx Xxxxxxxx, XxXxxxxxx Will & Xxxxx LLP, and Xxxxxxxx, Xxxxxx & Finger, P.A., the “K&ELaw Firms”) to act as their counsel in connection with the transactions contemplated by this Agreement (including the negotiation, preparation, execution and delivery of this Agreement and related agreements, and the consummation of the transactions contemplated hereby or thereby) as well as other past and ongoing matters; (ii) K&E has the Law Firms have not acted as counsel for Buyer, Merger Sub or any of their respective past, present or future Affiliates in connection with the transactions contemplated by this Agreement; and (iii) no Person other than the Acquired CompaniesCompany Entities or, solely in the case of Xxxxxx & Bird LLP, the Stockholder Representative Company Unitholders or their respective Affiliates has the status of client of K&E the Law Firms for conflict of interest or any other purpose as a result thereof. Buyer hereby (IA) waives and will not assert, and will cause each of its Affiliates (including, after the Closing, the Acquired CompaniesCompany Entities) to waive and not assert, any conflict of interest relating to K&E’s the Law Firms’ representation prior to the Closing of the Company Entities and representation after the Closing of any Company Security Holder, the Stockholder Holder Representative or its respective Affiliates one or more of the Company Unitholders in any matter involving the transactions contemplated by this Agreement (including the negotiation, preparation, execution and delivery of this Agreement and related agreements, and the consummation of the transactions contemplated hereby or thereby), including in any litigation, arbitration, mediation Action or other proceeding; and (IIB) consents to, and will cause each of its Subsidiaries Affiliates (including, after the Closing, the Acquired CompaniesCompany Entities) to consent to, any such representation, even though in each case (x) the interests of such the Company Security HolderUnitholders, the Stockholder Holder Representative or its their respective Affiliates may be directly adverse to Buyer, the Acquired Companies Company Entities or their respective Affiliates; (y) K&E the Law Firms may have represented Buyerthe Company Unitholders, the Acquired CompaniesCompany Entities, or their respective Affiliates in a substantially related matter; or (z) K&E the Law Firms may be handling other ongoing matters for Buyer, the Acquired CompaniesCompany Entities, or any of their respective Affiliates. (b) Buyer agrees that, after the Closing, none of Buyer, the Acquired Companies Company Entities or any of their Affiliates will have any right to access or control any of the Law Firms’ records or the Attorney-Client Communications, which will be the property of (and be controlled by) the Stockholder Holder Representative and the Company Unitholders or their Affiliates, as applicable; provided for the avoidance of doubt that this provision shall not apply to any communications that solely pertains to any Action involving a Company Entity, on the one hand, and any Person other than Buyer or any of its Affiliates, on the other hand, that was threatened or commenced prior to the Closing Date (and is unrelated to this Agreement or the transactions contemplated hereby). Accordingly, the Holder Representative and the Company Unitholders or their Affiliates will have the exclusive right to disclose or waive any Attorney-Client Communications. In addition, Buyer Xxxxx agrees that it would be impractical to remove all Attorney-Client Communications from the records (including e-mails and other electronic files) of the Acquired CompaniesCompany Entities. Accordingly, Buyer will not, and will cause each of its Affiliates (including, after the Closing, the Acquired CompaniesCompany Entities) not to, use use, reference or intentionally access any Attorney-Client Communication remaining in the records of the Acquired Companies Company Entities after the Closing in a manner that may be adverse to any Company Security Holderthe Holder Representative, the Stockholder Representative Company Unitholders or any of its their respective Affiliates. (c) Buyer agrees, on its own behalf and on behalf of its Affiliates (including, after the Closing, the Acquired CompaniesCompany Entities), that from and after the Closing (i) the attorney-client privilege and privilege, all other evidentiary privileges privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to the Holder Representative, the Company Security Holders (Unitholders or their Affiliates) , as applicable, and will not pass to or be claimed by Buyer, the Acquired CompaniesCompany Entities, or any of their Affiliates; and (ii) the Stockholder Representative (Holder Representative, the Company Unitholders or its their Affiliates) , as applicable, will have the exclusive right to control, assert or waive the attorney-client privilege and privilege, any other evidentiary privilege privilege, and the expectation of client confidence with respect to such Attorney-Client CommunicationsCommunications and (iii) the Law Firms shall have no duty whatsoever to reveal or disclose any such Attorney-Client Communications or files to Buyer, the Company Entities or any of their respective Affiliates by reason of any attorney-client relationship between the Law Firms and the Surviving Company or otherwise. Accordingly, Buyer (x) will not, and will cause each of its Affiliates (including, after the Closing, the Acquired CompaniesCompany Entities) not to, (x) assert any attorney-client privilege or privilege, other evidentiary privilege privilege, or expectation of client confidence with respect to any Attorney-Client Communication, except in the event of a post-Closing dispute with a Person that is not a Company Security Holderthe Holder Representative, the Stockholder Representative Company Unitholders or any of its their respective Affiliates; or (y) will use commercially reasonable efforts take any action which could cause any Attorney-Client Communication to protect any cease being a confidential communication or to otherwise lose protection under the attorney-client privilege or any other evidentiary privilege attaching to any Attorney-Client Communicationprivilege, including by waiving such protection in any dispute with a Person that is not taking the Holder Representative, the Company Unitholders or any action that would result in the waiving of such privilege with respect to any Attorney-Client Communicationtheir respective Affiliates. Furthermore, Buyer agrees, on its own behalf and on behalf of each of its Affiliates (including, after the Closing, the Acquired CompaniesCompany Entities), that in the event of a dispute between a Company Security Holderthe Holder Representative, the Stockholder Representative Company Unitholders or any of its their respective Affiliates, on the one hand, and the Acquired CompaniesCompany Entities, on the other hand, arising out of or relating to any matter in which K&E jointly the Law Firms represented both partiesthe Company Unitholders and/or the Holder Representative and the Company Entities, neither the attorney-client privilege privilege, the expectation of client confidence, nor any right to any other evidentiary privilege will protect from disclosure to such Company Security Holder, the Stockholder Holder Representative or any of its respective Affiliates any information or documents developed or shared during the course of K&E’s joint the Law Firms’ representation of the Acquired Companies and such Company Security HolderEntities, the Stockholder Holder Representative or any of its respective Affiliatesand the Company Unitholders.

Waiver of Conflicts and Privileged Information. (a) Each party to this Agreement acknowledges that (i) IHM, IHC, one or more members of the Acquired Companies, the Stockholder Representative iHeart Group and/or their respective past, present or future Affiliates (including CCH) have retained Xxxxxxxx & Xxxxx LLP (the “K&ELaw Firm”) to act as their counsel in connection with the transactions contemplated by this Agreement Transactions (including the negotiation, preparation, execution and delivery of this Agreement and related agreementsthe Ancillary Agreements, and the consummation of the transactions contemplated hereby or thereby) as well as other past and ongoing matters; , and (ii) K&E the Law Firm has not previously acted and may in the future act as counsel for BuyerCCOH, Merger Sub or any of the Outdoor Group and/or their respective past, present or future Affiliates Affiliates, but has not acted as counsel thereto in connection with the transactions contemplated by this Agreement; Transactions. Each of CCH and (iii) no Person other than the Acquired Companies, the Stockholder Representative or their respective Affiliates has the status of client of K&E for conflict of interest or any other purpose as a result thereof. Buyer CCOH hereby (I) waives and will not assert, and will cause each of its past, present or future Affiliates (including, after including each member of the Closing, the Acquired CompaniesOutdoor Group) to waive and not assert, any conflict of interest relating to K&Ethe Law Firm’s representation after the Closing of IHM, IHC, any Company Security Holdermember of the iHeart Group or their respective past, the Stockholder Representative present or its respective future Affiliates in any matter involving the transactions contemplated by this Agreement Transactions (including the negotiation, preparation, execution and delivery of this Agreement and related agreementsthe Ancillary Agreements, and the consummation of the transactions contemplated hereby or thereby), including in any litigation, arbitration, mediation or other proceeding; , and (II) consents to, and will cause each member of its Subsidiaries (including, after the Closing, the Acquired Companies) Outdoor Group to consent to, any such representation, even though in each case (x) the interests of IHM, IHC, such Company Security Holder, member of the Stockholder Representative iHeart Group or its respective such Affiliates may be directly adverse to BuyerCCH, CCOH, any member of the Acquired Companies Outdoor Group or their respective Affiliates; , (y) K&E the Law Firm may have represented BuyerIHM, IHC, any member of the Acquired Companies, iHeart Group or their respective Affiliates in a substantially related matter; , or (z) K&E the Law Firm may be handling other ongoing matters for BuyerCCH, CCOH, any member of the Acquired CompaniesOutdoor Group, or any of their respective Affiliates. (b) Buyer New CCOH agrees that, after the Closing, none of BuyerNew CCOH, any member of the Acquired Companies Outdoor Group or any of their past, present or future Affiliates will have any right to access or control any of the Attorney-Client CommunicationsLaw Firm’s records or communications relating to or affecting the Transactions (including the negotiation, preparation, execution and delivery of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby or thereby), which will be the property of (and be controlled by) the Stockholder Representative or its AffiliatesIHM and IHC. In addition, Buyer New CCOH agrees that it would be impractical to remove all Attorney-Client Communications from the records (including e-mails and other electronic files) of each of member of the Acquired CompaniesOutdoor Group. Accordingly, Buyer New CCOH will not, and will cause each of its Affiliates (including, after including each member of the Closing, the Acquired CompaniesOutdoor Group) not to, use any Attorney-Client Communication remaining in the records of the Acquired Companies Outdoor Group after the Closing in a manner that may be adverse to IHM, IHC, any Company Security Holder, member of the Stockholder Representative iHeart Group or any of its their respective Affiliates. (c) Buyer New CCOH agrees, on its own behalf and on behalf of its Affiliates (including, after including each member of the Closing, the Acquired CompaniesOutdoor Group), that from and after the Closing (i) the attorney-client privilege and privilege, all other evidentiary privileges privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to IHM, IHC and the Company Security Holders (or their Affiliates) iHeart Group and will not pass to or be claimed by BuyerNew CCOH, any member of the Acquired CompaniesOutdoor Group, or any of their Affiliates; , and (ii) the Stockholder Representative (or its Affiliates) IHM and IHC will have the exclusive right to control, assert or waive the attorney-client privilege and privilege, any other evidentiary privilege privilege, and the expectation of client confidence with respect to such Attorney-Client Communications. Accordingly, Buyer (x) New CCOH will not, and will cause each of its Affiliates (including, after including each member of the Closing, the Acquired CompaniesOutdoor Group) not to, (x) assert any attorney-client privilege or privilege, other evidentiary privilege Privilege, or expectation of client confidence with respect to any Attorney-Client Communication, except in the event of a post-Closing dispute with a Person that is not IHM, IHC, a Company Security Holder, member of the Stockholder Representative iHeart Group or any of its their respective Affiliates; or (y) will use commercially reasonable efforts take any action which could cause any Attorney-Client Communication to protect any cease being a confidential communication or to otherwise lose protection under the attorney-client privilege or any other evidentiary privilege attaching to any Attorney-Client CommunicationPrivilege, including by waiving such protection in any dispute with a Person that is not taking IHM, IHC, a member of the iHeart Group or any action that would result in the waiving of such privilege with respect to any Attorney-Client Communicationtheir respective Affiliates. Furthermore, Buyer New CCOH agrees, on its own behalf and on behalf of each of its Affiliates (including, after each member of the Closing, the Acquired CompaniesOutdoor Group), that in the event of a dispute between a Company Security HolderIHM, IHC, any member of the Stockholder Representative iHeart Group or any of its their respective Affiliates, on the one hand, and any member of the Acquired CompaniesOutdoor Group, on the other hand, arising out of or relating to any matter in which K&E the Law Firm jointly represented both parties, neither the attorney-client privilege privilege, the expectation of client confidence, nor any right to any other evidentiary privilege Privilege will protect from disclosure to such Company Security HolderIHM, IHC, any member of the Stockholder Representative iHeart Group or any of its their respective Affiliates any information or documents developed or shared during the course of K&Ethe Law Firm’s joint representation of any member of the Acquired Companies iHeart Group, IHM and such Company Security Holder, the Stockholder Representative or any IHC. [Remainder of its respective Affiliatespage intentionally left blank.]

Waiver of Conflicts and Privileged Information. (a) Each party to this Agreement acknowledges that (i) one or more of the Acquired CompaniesCompany Group, the Stockholder Representative and/or their respective Affiliates have retained Xxxxxxxx Axxx Gxxx Sxxxxxx Hxxxx & Xxxxx Fxxx LLP (“K&EAkin”) to act as their counsel in connection with the transactions contemplated by this Agreement (including the negotiation, preparation, execution and delivery of this Agreement and related agreements, and the consummation of the transactions contemplated hereby or thereby) as well as other past and ongoing matters; (ii) K&E Axxx has not acted as counsel for Buyerthe Parent, Merger Sub or any of their respective past, present or future Affiliates in connection with the transactions contemplated by this Agreement; and (iii) no Person other than the Acquired CompaniesCompany Group, the Stockholder Representative Stockholders or their respective Affiliates has the status of client of K&E Akin for conflict of interest or any other purpose as a result thereofof the transactions contemplated by this Agreement. Buyer Parent hereby (I) waives and will not assert, and will cause each of its Affiliates (including, after the Closing, the Acquired CompaniesCompany Group) to waive and not assert, any conflict of interest relating to K&E’s Axxx’x representation after the Closing of any Company Security Holder, the Stockholder Representative Stockholders or its their respective Affiliates in any matter involving the transactions contemplated by this Agreement (including the negotiation, preparation, execution and delivery of this Agreement and related agreements, and the consummation of the transactions contemplated hereby or thereby), including in any litigation, arbitration, mediation or other proceeding; and (II) consents to, and will cause each of its Subsidiaries subsidiaries (including, after the Closing, the Acquired CompaniesCompany Group) to consent to, any such representation, even though in each case (x) the interests of such Company Security Holder, the Stockholder Representative Stockholders or its their respective Affiliates may be directly adverse to Buyerthe Parent, the Acquired Companies Company Group or their respective Affiliates; (y) K&E Akin may have represented Buyerthe Stockholders, the Acquired CompaniesCompany Group, or their respective Affiliates in a substantially related matter; or (z) K&E Akin may be handling other ongoing matters for Buyerthe Parent, the Acquired CompaniesCompany Group, or any of their respective Affiliates. (b) Buyer The Parent agrees that, after the Closing, none of Buyerthe Parent, the Acquired Companies Company Group or any of their Affiliates will have any right to access or control any of the Attorney-Client CommunicationsCommunication, which will be the property of (and be controlled by) the Stockholder Representative Stockholders or its their respective Affiliates. In addition, Buyer Pxxxxx agrees that it would be impractical to remove all Attorney-Client Communications from the records (including e-mails and other electronic files) of the Acquired CompaniesCompany Group. Accordingly, Buyer the Parent will not, and will cause each of its Affiliates (including, after the Closing, the Acquired CompaniesCompany Group) not to, use any Attorney-Client Communication remaining in the records of the Acquired Companies Company Group after the Closing in a manner that may be adverse to any Company Security Holderdispute between the Parent Group, the Stockholder Representative Company Group, or any of its their Affiliates or any third party, on one hand, and the Stockholders or any of their respective Affiliates, on the other hand, relating in any manner to this Agreement or any of the transactions contemplated herein. (c) Buyer Parent agrees, on its own behalf and on behalf of its Affiliates (including, after the Closing, the Acquired CompaniesCompany Group), that from and after the Closing (i) the attorney-client privilege and privilege, all other evidentiary privileges privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to the Company Security Holders Stockholders (or their respective Affiliates) and will not pass to or be claimed by Buyerthe Parent, the Acquired CompaniesCompany Group, or any of their Affiliates; and (ii) the Stockholder Representative Stockholders (or its their respective Affiliates) will have the exclusive right to control, assert or waive the attorney-client privilege and privilege, any other evidentiary privilege privilege, and the expectation of client confidence with respect to such Attorney-Client Communications. Accordingly, Buyer (x) the Parent will not, and will cause each of its Affiliates (including, after the Closing, the Acquired CompaniesCompany Group) not to, (x) assert any attorney-client privilege or privilege, other evidentiary privilege privilege, or expectation of client confidence with respect to any Attorney-Client Communication, except in the event of a post-Closing dispute with a Person that is not a Company Security HolderStockholder or any of its Affiliates; or (y) knowingly or intentionally take any action which could cause any Attorney-Client Communication to cease being a confidential communication or to otherwise lose protection under the attorney-client privilege or any other evidentiary privilege, the including waiving such protection in any dispute with a Person that is not a Stockholder Representative or any of its respective Affiliates; or (y) will use commercially reasonable efforts to protect any attorney-client privilege or other evidentiary privilege attaching to any Attorney-Client Communication, including by not taking any action that would result in the waiving of such privilege with respect to any Attorney-Client Communication. Furthermore, Buyer Pxxxxx agrees, on its own behalf and on behalf of each of its Affiliates (including, after the Closing, the Acquired CompaniesCompany Group), that in the event of a dispute between a Company Security Holder, the Stockholder Representative or any of its respective Affiliates, on the one hand, and the Acquired CompaniesCompany Group, on the other hand, arising out of or relating to any matter in which K&E jointly represented both partiesthis Agreement or the transactions contemplated by this Agreement, neither the attorney-client privilege privilege, the expectation of client confidence, nor any right to any other evidentiary privilege will protect from disclosure to such Company Security Holder, the Stockholder Representative Stockholders or any of its their respective Affiliates any information or documents developed or shared during the course of K&E’s joint Axxx’x representation of the Acquired Companies Company Group and such Company Security Holder, the Stockholder Representative or any of its respective AffiliatesStockholders.