Common use of Agreement for Exchange of Information; Archives Clause in Contracts

Agreement for Exchange of Information; Archives. (a) Except in the case of an Adversarial Action or threatened Adversarial Action, and subject to Section 7.01(b), each of Nuance and SpinCo, on behalf of its respective Group, shall provide, or cause to be provided, to the other Party, at any time after the Distribution, as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in the possession or under the control of such respective Group, which Nuance or SpinCo, or any member of its respective Group, as applicable, reasonably needs: (i) to comply with reporting, disclosure, filing or other requirements imposed on Nuance or SpinCo, or any member of its respective Group, as applicable (including under applicable securities Laws), by any national securities exchange or any Governmental Authority having jurisdiction over Nuance or SpinCo, or any member of its respective Group, as applicable; (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, regulatory, litigation or other similar requirements; or (iii) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence. (b) In the event that either Nuance or SpinCo determines that the disclosure of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Law or Contract or waive or jeopardize any attorney-client privilege, attorney work product protection or other similar privilege or doctrine, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both Nuance and SpinCo shall take all commercially reasonable measures to permit compliance with Section 7.01(a) in a manner that avoids any such harm or consequence. Both Nuance and SpinCo intend that any provision of access to or the furnishing of Information pursuant to this Section 7.01 that would otherwise be within the ambit of any legal privilege shall not operate as waiver of such privilege.

Agreement for Exchange of Information; Archives. (a) Except in Without limiting any rights or obligations under any Ancillary Agreement between the case Parties and/or any other member of an Adversarial Action or threatened Adversarial Actiontheir respective Groups relating to confidentiality, each Party agrees to provide, and subject to Section 7.01(b)cause its Representatives, each of Nuance its Group members and SpinCo, on behalf of its respective Group, shall Group members’ Representatives to provide, or cause to be provided, to the other Groups and any member thereof (a “Requesting Party”), at any time before, on or after the DistributionEffective Time, subject to the provisions of Section 8.04 and as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in within the possession or under the control of such respective Group, Party or one of such Persons which Nuance or SpinCo, or any member of its respective Group, as applicable, the Requesting Party reasonably needs: needs (i) to comply with reporting, disclosure, filing or other requirements imposed on Nuance or SpinCo, or any member of its respective Group, as applicable the Requesting Party (including under applicable securities Laws), laws) by any national securities exchange or any a Governmental Authority having jurisdiction over Nuance or SpinCothe Requesting Party, or any member of its respective Group, as applicable; (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation or similar requirements of the Requesting Party, in each case other similar requirements; than claims or allegations that one Party to this Agreement or any of its Group members has or brings against the other Party or any of its Group members, or (iii) subject to the foregoing clause (ii) above, to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence. (b) In the event that either Nuance or SpinCo any Party determines that the disclosure any such provision of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Applicable Law or Contract agreement, or waive or jeopardize any attorney-client privilege, attorney work product protection or other similar privilege or doctrine, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both Nuance and SpinCo Parties shall take all commercially reasonable measures to permit the compliance with Section 7.01(a) such obligations in a manner that avoids any such harm or consequence. Both Nuance More particularly, and SpinCo intend without limitation to the generality of the foregoing sentence, the Parties agree that the provisions of the Tax Sharing Agreement shall govern with respect to the sharing of Information relating to Tax. (b) After the Effective Time, each Spinco and the other members of its Spinco Group shall have access during regular business hours (as in effect from time to time), and upon reasonable advance notice, to the documents and objects of historical significance that relate to the Spun Businesses, the Spun Assets or the Spun Entities with respect to such Spinco and that are located in archives retained or maintained by (i) IAC or any provision other member of the IAC Group or (ii) by another Spinco or any other member of another Spinco Group. Each Spinco and the other members of its Spinco Group may obtain copies (but not originals) of documents for bona fide business purposes and may obtain objects for exhibition purposes for commercially reasonable periods of time if required for bona fide business purposes, provided that (i) such Spinco shall cause any such objects to be returned promptly, at such Spinco’s expense, in the same condition in which they were delivered to such Spinco or to any member of its Spinco Group and (ii) such Spinco and the other members of its Spinco Group shall comply with any rules, procedures or other requirements, and shall be subject to any restrictions (including prohibitions on removal of specified objects), that are then applicable to such other Separate-co or such other member of such other Separate-co’s Group. In any event, the foregoing shall not be deemed to restrict the access of IAC or any other member of the IAC Group to any such documents or objects. Nothing herein shall be deemed to impose any Liability on IAC or any other member of the IAC Group if documents or objects referred to in this Section 9.01 are not maintained or preserved by IAC or any other member of the IAC Group. Alternatively, IAC, acting reasonably, may request from any Spinco and any other member of such Spinco’s Group that they provide IAC with reasonable advance notice, with a list of the requested Information that relates to the relevant Spun Businesses, the Spun Assets or the Spun Entities and IAC shall use, and shall cause the other members of the IAC Group that are in possession of the Information requested to use, commercially reasonable efforts to locate all requested Information that is owned or possessed by IAC or any of its Group members or Representatives. IAC will make available all such Information for inspection by the relevant Spincos or any other relevant member of any Spinco Group during normal business hours at the place of business reasonably designated by IAC. Subject to such confidentiality or security obligations as IAC or the other relevant members of its Group may reasonably deem necessary, the Spincos and the other relevant members of the Spinco Groups may have all requested Information duplicated. Alternatively, IAC or the other relevant members of the IAC Group may choose to deliver to a Spinco, at such Spinco’s expense, all requested Information in the form reasonably requested by such Spinco or any other member of its Group. At IAC’s request, such Spinco shall cause such Information when no longer needed to be returned to IAC at such Spinco’s expense. (c) With respect to the other Spinco Groups and the IAC Group, each Spinco shall make available and shall cause its Corresponding Group to make available to the other Spinco Groups and the IAC Group at least the level of access provided by the IAC Group under Section 8.01(b) to or the furnishing of Information pursuant to this Section 7.01 that would otherwise be within the ambit of any legal privilege shall not operate as waiver of such privilegeall Spinco Groups.

Agreement for Exchange of Information; Archives. (a) Except in After the case Effective Time (or such earlier time as the parties may agree) and until the fifth (5th) anniversary of an Adversarial Action or threatened Adversarial Action, and subject to Section 7.01(b)the date of this Agreement, each of Nuance GGP and SpinCoSpinco, on behalf of its respective Group, shall agrees to provide, or cause to be provided, to the other Party, at any time after the DistributionGroup, as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in the possession or under the control of such respective Group, Group which Nuance or SpinCo, or any member of its respective Group, as applicable, the requesting party reasonably needs: needs (i) to comply with reporting, disclosure, filing or other requirements imposed on Nuance or SpinCo, or any member of its respective Group, as applicable the requesting party (including under applicable securities Laws), ) by any national securities exchange or any a Governmental Authority having jurisdiction over Nuance or SpinCothe requesting party, or any member of its respective Group, as applicable; (ii) for use in any other judicialto carry out its human resources functions or to establish, regulatoryassume or administer its benefit plans or payroll functions, administrative or other proceeding or (iii) in order to satisfy audit, accounting, regulatory, litigation accounting or other similar requirements; requirements (except as otherwise provided in Section 4.1(d)), or (iiiiv) to comply with its obligations under this Agreement or any Ancillary Agreementother Transaction Document; provided, however, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence. (b) In the event that either Nuance or SpinCo any party determines that the disclosure any such provision of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Law or Contract agreement, or waive or jeopardize any attorney-client privilege, attorney work product protection or other similar privilege or doctrine, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both Nuance and SpinCo parties shall take all commercially reasonable measures to permit the compliance with Section 7.01(a) such obligations in a manner that avoids any such harm or consequence. Both Nuance . (b) After the Effective Time (or such earlier time as the parties may agree) and SpinCo intend until the fifth (5th) anniversary of the date of this Agreement, (i) Spinco and its authorized accountants, counsel and other designated representatives shall have access during regular business hours (as in effect from time to time) to the documents and objects of historic significance that relate to the Spinco Business that are located in archives retained or maintained by any provision member of the GGP Group, and (ii) Spinco may obtain copies (but not originals unless it is a Spinco Asset) of documents for bona fide business purposes and may obtain objects for exhibition purposes for commercially reasonable periods of time if required for such bona fide business purposes; provided, that Spinco shall cause any such objects to be returned promptly in the same condition in which they were delivered to Spinco and Spinco shall comply with any rules, procedures or other requirements, and shall be subject to any restrictions (including prohibitions on removal of specified objects), that are then applicable to GGP; provided, further, that, notwithstanding any provisions of this Section 4.1(b), any request for Information or access to Representatives in connection with any Third Party Claims shall be subject to Section 4.7. Nothing herein shall be deemed to restrict the access of any member of the GGP Group to any such documents or objects or to impose any liability on any member of the furnishing GGP Group if any such documents or objects are not maintained or preserved by GGP. (c) After the Effective Time (or such earlier time as the parties may agree) and until the fifth (5th) anniversary of Information pursuant the date of this Agreement, (i) GGP and its authorized accountants, counsel and other designated representatives shall have access during regular business hours (as in effect from time to time) to the documents and objects of historic significance that relate to the GGP Business that are located in archives retained or maintained by any member of the Spinco Group and (ii) GGP may obtain copies (but not originals unless it is not a Spinco Asset) of documents for bona fide business purposes and may obtain objects for exhibition purposes for commercially reasonable periods of time if required for such bona fide business purposes; provided, that GGP shall cause any such objects to be returned promptly in the same condition in which they were delivered to GGP and GGP shall comply with any rules, procedures or other requirements, and shall be subject to any restrictions (including prohibitions on removal of specified objects), that are then applicable to Spinco; provided, further, that, notwithstanding any provisions of this Section 7.01 that would otherwise 4.1(c), any request for Information or access to Representatives in connection with any Third Party Claims shall be within subject to Section 4.7. Nothing herein shall be deemed to restrict the ambit access of any legal privilege member of the Spinco Group to any such documents or objects or to impose any liability on any member of the Spinco Group if any such documents or objects are not maintained or preserved by Spinco. (d) Without limiting the generality of the foregoing, until the second (2nd) Spinco fiscal year end occurring after the Effective Time (and for a reasonable period of time afterwards as required for each of GGP and Spinco to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Plan Effective Date occurs), each of GGP and Spinco shall not operate as waiver use its commercially reasonable efforts to cooperate with the other party’s Information requests to enable (i) the other party to meet its timetable for dissemination of its earnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K, and (ii) the other party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such privilegeparty, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 and the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder.

Agreement for Exchange of Information; Archives. (a) Except in the case of an Adversarial adversarial Action or threatened Adversarial Actionadversarial Action by either Neurotrope or NBI or a Person or Persons in its Group against the other Party or a Person or Persons in its Group, and subject to Section 7.01(b6.01(b), each of Nuance Neurotrope and SpinCoNBI, on behalf of its respective Group, shall provide, or cause to be provided, to the other Party, at any time after the Distribution, as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in the possession or under the control of such respective Group, which Nuance Neurotrope or SpinCoNBI, or any member of its respective Group, as applicable, reasonably needs: needs (i) to comply with reporting, disclosure, filing or other requirements imposed on Nuance Neurotrope or SpinCoNBI, or any member of its respective Group, as applicable (including under applicable securities Laws), by any national securities exchange or any Governmental Authority having jurisdiction over Nuance Neurotrope or SpinCoNBI, or any member of its respective Group, as applicable; , (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, regulatory, litigation or other similar requirements; requirements or (iii) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a6.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence. (b) In the event that either Nuance Neurotrope or SpinCo NBI determines that the disclosure exchange of any Information pursuant to Section 7.01(a6.01(a) could be commercially detrimental, violate any Law or Contract agreement or waive or jeopardize any attorney-client privilege, privilege or attorney work product protection or other similar privilege or doctrineprotection, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both Nuance Neurotrope and SpinCo NBI shall take all commercially reasonable measures to permit the compliance with Section 7.01(a6.01(a) in a manner that avoids any such harm or consequence. Both Nuance Neurotrope and SpinCo NBI intend that any provision of access to or the furnishing of Information pursuant to this Section 7.01 that would otherwise be within the ambit of any legal privilege shall not operate as waiver of such privilege. (c) Each of NBI and Neurotrope agrees, on behalf of itself and each member of the Group of which it is a member, not to disclose or otherwise waive any privilege or protection attaching to any privileged Information relating to a member of the other Group or relating to or arising in connection with the relationship between the Groups prior to the Distribution, without providing prompt written notice to and obtaining the prior written consent of the other (not to be unreasonably withheld or delayed). (d) Neurotrope and NBI each agree that it will only process personal data provided to it by the other Group in accordance with all applicable privacy and data protection Law obligations and will implement and maintain at all times appropriate technical and organizational measures to protect such personal data against unauthorized or unlawful processing and accidental loss, destruction, damage, alteration and disclosure. In addition, each Party agrees to provide reasonable assistance to the other Party in respect of any obligations under privacy and data protection legislation affecting the disclosure of such personal data to the other Party and will not knowingly process such personal data in such a way to cause the other Party to violate any of its obligations under any applicable privacy and data protection legislation.

Agreement for Exchange of Information; Archives. (a) Except in the case Each of an Adversarial Action or threatened Adversarial Action, GE and subject to Section 7.01(b), each of Nuance and SpinCoGenworth, on behalf of its respective Group, shall agrees to provide, or cause to be provided, to the other PartyGroup, at any time before or after the DistributionClosing Date, as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in the possession or under the control of such respective Group, Group which Nuance or SpinCo, or any member of its respective Group, as applicable, the requesting party reasonably needs: needs (i) to comply with reporting, disclosure, filing or other requirements imposed on Nuance or SpinCo, or any member of its respective Group, as applicable the requesting party (including under applicable securities or tax Laws), ) by any national securities exchange or any a Governmental Authority having jurisdiction over Nuance or SpinCothe requesting party, or any member of its respective Group, as applicable; (ii) for use in any other judicial, regulatory, administrative administrative, tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation litigation, tax or other similar requirements; , in each case other than claims or allegations that one party to this Agreement has against the other, or (iii) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any Ancillary AgreementTransaction Document; provided, however, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence. (b) In the event that either Nuance or SpinCo any party determines that the disclosure any such provision of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Law or Contract agreement, or waive or jeopardize any attorney-client privilege, attorney work product protection or other similar privilege or doctrine, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both Nuance and SpinCo parties shall take all commercially reasonable measures to permit the compliance with Section 7.01(a) such obligations in a manner that avoids any such harm or consequence. (b) After the Closing Date, Genworth shall have access during regular business hours (as in effect from time to time) to the documents and objects of historic significance that relate to the Genworth Business that are located in archives retained or maintained by any member of the GE Group. Both Nuance Genworth may obtain copies (but not originals unless it is a Genworth Asset) of documents for bona fide business purposes and SpinCo intend may obtain objects for exhibition purposes for commercially reasonable periods of time if required for bona fide business purposes, provided that Genworth shall cause any provision such objects to be returned promptly in the same condition in which they were delivered to Genworth and Genworth shall comply with any rules, procedures or other requirements, and shall be subject to any restrictions (including prohibitions on removal of specified objects), that are then applicable to GE. Genworth shall pay the applicable fee or rate per hour for archives research services (subject to increase from time to time to reflect rates then in effect for GE generally). Nothing herein shall be deemed to restrict the access to or the furnishing of Information pursuant to this Section 7.01 that would otherwise be within the ambit of any legal privilege member of the GE Group to any such documents or objects or to impose any liability on any member of the GE Group if any such documents or objects are not maintained or preserved by GE. (c) After the Closing Date, GE shall have access during regular business hours (as in effect from time to time) to the documents and objects of historic significance that relate to the businesses of any member of the GE Group that are located in archives retained or maintained by any member of the Genworth Group. GE may obtain copies (but not operate as waiver originals unless it is not a Genworth Asset) of documents for bona fide business purposes and may obtain objects for exhibition purposes for commercially reasonable periods of time if required for bona fide business purposes, provided that GE shall cause any such privilegeobjects to be returned promptly in the same condition in which they were delivered to GE and GE shall comply with any rules, procedures or other requirements, and shall be subject to any restrictions (including prohibitions on removal of specified objects), that are then applicable to Genworth. GE shall pay the applicable fee or rate per hour for archives research services (subject to increase from time to time to reflect rates then in effect for Genworth generally). Nothing herein shall be deemed to restrict the access of any member of the Genworth Group to any such documents or objects or to impose any liability on any member of the Genworth Group if any such documents or objects are not maintained or preserved by Genworth.

Agreement for Exchange of Information; Archives. (a) Except in the case of an Adversarial adversarial Action or threatened Adversarial Actionadversarial Action by either B&N or BNED or a Person or Persons in its Group against the other Party or a Person or Persons in its Group, and subject to Section 7.01(b), each of Nuance B&N and SpinCoBNED, on behalf of its respective Group, shall provide, or cause to be provided, to the other Party, at any time after the Distribution, as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in the possession or under the control of such respective Group, which Nuance B&N or SpinCoBNED, or any member of its respective Group, as applicable, reasonably needs: needs (i) to comply with reporting, disclosure, filing or other requirements imposed on Nuance B&N or SpinCoBNED, or any member of its respective Group, as applicable (including under applicable securities Lawslaws), by any national securities exchange or any Governmental Authority having jurisdiction over Nuance B&N or SpinCoBNED, or any member of its respective Group, as applicable; , (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, regulatory, litigation or other similar requirements; requirements or (iii) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence. (b) In the event that either Nuance B&N or SpinCo BNED determines that the disclosure exchange of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Law or Contract agreement or waive or jeopardize any attorney-client privilege, privilege or attorney work product protection or other similar privilege or doctrineprotection, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both Nuance B&N and SpinCo BNED shall take all commercially reasonable measures to permit the compliance with Section 7.01(a) in a manner that avoids any such harm or consequence. Both Nuance B&N and SpinCo BNED intend that any provision of access to or the furnishing of Information pursuant to this Section 7.01 that would otherwise be within the ambit of any legal privilege shall not operate as waiver of such privilege. (c) Each of BNED and B&N agrees, on behalf of itself and each member of the Group of which it is a member, not to disclose or otherwise waive any privilege or protection attaching to any privileged Information relating to a member of the other Group or relating to or arising in connection with the relationship between the Groups prior to the Distribution, without providing prompt written notice to and obtaining the prior written consent of the other (not to be unreasonably withheld or delayed). (d) B&N and BNED each agree that it will only process personal data provided to it by the other Group in accordance with all applicable privacy and data protection law obligations and will implement and maintain at all times appropriate technical and organizational measures to protect such personal data against unauthorized or unlawful processing and accidental loss, destruction, damage, alteration and disclosure. In addition, each Party agrees to provide reasonable assistance to the other Party in respect of any obligations under privacy and data protection legislation affecting the disclosure of such personal data to the other Party and will not knowingly process such personal data in such a way to cause the other Party to violate any of its obligations under any applicable privacy and data protection legislation.

Agreement for Exchange of Information; Archives. (a) Except in After the case of an Adversarial Action or threatened Adversarial ActionDistribution Effective Time, and until the third (3rd) anniversary of the date of this Agreement, subject to Section 7.01(b)5.4 and any other applicable confidentiality obligations, each of Nuance JDSU and SpinCoLumentum, on behalf of its respective Group, shall agrees to provide, or cause to be provided, to the other Party, at any time after the DistributionGroup and its Representatives, as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in the possession or under the control of such respective Group, Group which Nuance or SpinCo, or any member of its respective Group, as applicable, the requesting party reasonably needs: needs (i) to comply with reporting, disclosure, filing or other requirements imposed on Nuance or SpinCo, or any member of its respective Group, as applicable the requesting party (including under applicable securities Laws), ) by any national securities exchange or any a Governmental Authority having jurisdiction over Nuance or SpinCothe requesting party, or any member of its respective Group, as applicable; (ii) for use to carry out its human resources functions or to establish, assume or administer its Benefit Plans (as defined in any other judicialthe EMPLOYEE MATTERS AGREEMENT) or payroll functions, regulatory, administrative or other proceeding or in order (iii) to satisfy audit, accounting, regulatory, litigation accounting or other similar requirements; requirements or (iiiiv) to comply with its obligations under this Agreement or any Ancillary Agreementother Transaction Document; provided, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to the extent reasonable case of Information reasonably requested by a party to satisfy its financial, statutory and tax audit requirements, the good faith basis for such request. The receiving Party access contemplated by this section shall use any extend until the eighth (8th) anniversary of the date of this Agreement, and in the case of Information received pursuant to this Section 7.01(a) solely to the extent reasonably necessary requested by a party to satisfy escheatment audit requirements, the applicable obligations or requirements described access contemplated by this section shall continue indefinitely; provided, further, that in clause (i), (ii) or (iii) of the immediately preceding sentence. (b) In the event that either Nuance or SpinCo any party determines that the disclosure any such provision of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Law or Contract agreement or waive or jeopardize any attorney-client privilege, attorney work product protection or other similar privilege or doctrine, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both Nuance and SpinCo parties shall take all commercially reasonable measures to permit the compliance with Section 7.01(a) such obligations in a manner that avoids any such harm or consequence. Both Nuance and SpinCo intend Notwithstanding anything to the contrary herein, members of the JDSU Group shall only be required to provide access to Information that constitutes email which Lumentum reasonably needs to (A) support Lumentum in the prosecution of litigation that such member may initiate, or defend Lumentum or any of its employees in litigation brought by third Persons, or respond to document production requests in connection with any such litigation; (B) comply with a subpoena from a Governmental Authority having jurisdiction over such member; or (C) support investigations (internal or external) of suspected criminal activity for which Lumentum may desire to seek prosecution by law enforcement or for which Lumentum may be subject to prosecution; provided, that any provision such requests shall be subject to any required third-party consents or notifications and any other obligations that any member of the JDSU Group may have to a third party in connection with such Information or request; provided, further, that Lumentum shall direct any such requests only to the General Counsel of JDSU. (b) After the Distribution Effective Time and until the third (3rd) anniversary of the date of this Agreement, (i) Lumentum and its Representatives shall have access during regular business hours (as in effect from time to time) to the documents and objects of historic significance that relate to the Lumentum Business that are located in archives retained or maintained by any member of the JDSU Group and (ii) Lumentum may obtain copies (but not originals unless it is a Lumentum Asset) of documents for bona fide business purposes and may obtain objects for exhibition purposes for commercially reasonable periods of time if required for such bona fide business purposes; provided, that, Lumentum shall cause any such objects to be returned promptly in the same condition in which they were delivered to Lumentum, and Lumentum shall comply with any rules, procedures or other requirements, and shall be subject to any restrictions (including prohibitions on removal of specified objects), that are then applicable to JDSU; provided, further, that notwithstanding any provisions of this section, any request for Information or access to Representatives in connection with any Third Party Claims shall be subject to Section 4.7. Lumentum shall pay the applicable fee or rate per hour for archive research services (subject to increase from time to time to reflect rates then in effect for JDSU generally). Nothing herein shall be deemed to restrict the furnishing access of Lumentum to any such documents or objects or to impose any liability on JDSU if any such documents or objects are not maintained or preserved by JDSU. (c) After the Distribution Effective Time (or such earlier time as the parties may agree) and until the third (3rd) anniversary of the date of this Agreement, (i) JDSU and its Representatives shall have access during regular business hours (as in effect from time to time) to the documents and objects of historic significance that relate to the JDSU Business that are located in archives retained or maintained by Lumentum and (ii) JDSU may obtain copies (but not originals unless it is not a Lumentum Asset) of documents for bona fide business purposes and may obtain objects for exhibition purposes for commercially reasonable periods of time if required for such bona fide business purposes; provided, that JDSU shall cause any such objects to be returned promptly in the same condition in which they were delivered to JDSU and JDSU shall comply with any rules, procedures or other requirements, and shall be subject to any restrictions (including prohibitions on removal of specified objects) that are then applicable to Lumentum; provided, further, that, notwithstanding any provisions of this section, any request for Information pursuant or access to Representatives in connection with any Third Party Claims shall be subject to Section 4.7. JDSU shall pay the applicable fee or rate per hour for archive research services (subject to increase from time to time to reflect rates then in effect for Lumentum generally). Nothing herein shall be deemed to restrict the access of JDSU to any such documents or objects or to impose any liability on Lumentum if any such documents or objects are not maintained or preserved by Lumentum. (d) Without limiting the generality of the foregoing, until the third (3rd) Lumentum fiscal year end occurring after the Distribution Date (and for a reasonable period of time thereafter as required for each of JDSU and Lumentum to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), each of JDSU and Lumentum shall use its commercially reasonable efforts to cooperate with the other party’s Information requests, at each party’s own cost, to enable (i) the other party to meet its timetable for dissemination of its earnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K and (ii) the other party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements of the other party, including, to the extent applicable to such party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 and the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder. (e) After the Distribution Effective Time (or such earlier time as the parties may agree) and until the second (2nd) anniversary of the date of this Section 7.01 Agreement, to the extent that would otherwise be within a party receives any communication or information, in electronic, paper or any other form, that is related to the ambit business of any legal privilege the other party, the receiving party shall not operate as waiver of use best reasonable efforts to forward such privilegecommunication or information to the other party promptly following receipt thereof.

Agreement for Exchange of Information; Archives. (a) Except in the case of an Adversarial adversarial Action or threatened Adversarial Actionadversarial Action by either TWX or AOL or a Person or Persons in its Group against the other Party or a Person or Persons in its Group, and subject to Section 7.01(b), each of Nuance TWX and SpinCoAOL, on behalf of its respective Group, shall provide, or cause to be provided, to the other Party, at any time before or after the Distribution, as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in the possession or under the control of such respective Group, which Nuance TWX or SpinCoAOL, or any member of its respective Group, as applicable, reasonably needs: needs (i) to comply with reporting, disclosure, filing or other requirements imposed on Nuance TWX or SpinCoAOL, or any member of its respective Group, as applicable (including under applicable securities Lawslaws), by any national securities exchange or any Governmental Authority having jurisdiction over Nuance TWX or SpinCoAOL, or any member of its respective Group, as applicable; , (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, regulatory, litigation or other similar requirements; requirements or (iii) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence. (b) In the event that either Nuance TWX or SpinCo AOL determines that the disclosure exchange of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Law or Contract agreement or waive or jeopardize any attorney-client privilege, privilege or attorney work product protection or other similar privilege or doctrineprotection, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both Nuance TWX and SpinCo AOL shall take all commercially reasonable measures to permit the compliance with Section 7.01(a) in a manner that avoids any such harm or consequence. Both Nuance TWX and SpinCo AOL intend that any provision of access to or the furnishing of Information pursuant to this Section 7.01 that would otherwise be within the ambit of any legal privilege shall not operate as waiver of such privilege. (c) TWX and AOL each agree that it will only process personal data (as defined by EU Directive 95/46/EC of 24 October 1995) provided to it by the other Group in accordance with all applicable privacy and data protection law obligations and will implement and maintain at all times appropriate technical and organizational measures to protect such personal data against unauthorized or unlawful processing and accidental loss, destruction, damage, alteration and disclosure. In addition, each Party agrees to provide reasonable assistance to the other Party in respect of any obligations under privacy and data protection legislation affecting the disclosure of such personal data to the other Party and will not knowingly process such personal data in such a way to cause the other Party to violate any of its obligations under any applicable privacy and data protection legislation.

Agreement for Exchange of Information; Archives. (a) Except in the case Each of an Adversarial Action or threatened Adversarial Action, ATI and subject to Section 7.01(b), each of Nuance and SpinCoWater Pik, on behalf of itself and its respective Group, shall agrees to provide, or cause to be provided, to the each other PartyGroup, at any time before or after the DistributionDistribution Date, as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in the possession or under the control of such respective Group, Group which Nuance or SpinCo, or any member of its respective Group, as applicable, the requesting party reasonably needs: requires (i) to comply with reporting, disclosure, filing or other requirements imposed on Nuance or SpinCo, or any member of its respective Group, as applicable the requesting party (including under applicable securities Laws), or tax laws) by any national securities exchange or any a Governmental Authority having jurisdiction over Nuance or SpinCothe requesting party, or any member of its respective Group, as applicable; (ii) for use in any other judicial, regulatory, administrative administrative, tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation litigation, tax or other similar requirements; , or (iii) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence. (b) In the event that either Nuance or SpinCo any party determines that the disclosure any such provision of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Law law or Contract agreement, or waive or jeopardize any attorney-client privilege, attorney work product protection or other similar privilege or doctrine, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both Nuance and SpinCo parties shall take all commercially reasonable measures to permit the compliance with Section 7.01(a) such obligations in a manner that avoids any such harm or consequence. Both Nuance . (b) After the Distribution Date, each of ATI and SpinCo intend Water Pik shall have access during regular business hours (as in effect from time to time) to the documents and objects of historic significance that any provision of access relate to or the furnishing of Information pursuant to this Section 7.01 their respective Businesses that would otherwise be within are in the ambit possession of any legal privilege shall not operate as waiver other of such privilegeparties or members of their respective Groups. Any party seeking such access may, at its cost, obtain copies (but not originals) of documents for bona fide business purposes and may obtain objects for exhibition purposes for commercially reasonable periods of time if required for bona fide business purposes, provided that such party shall cause any such objects to be returned promptly in the same condition in which they were delivered and shall comply with any rules, procedures or other requirements, and shall be subject to any restrictions (including prohibitions on removal of specified objects), that are then applicable to the possessing party. (c) After the Distribution Date, (i) Water Pik shall maintain in effect adequate systems and controls to the extent necessary to enable the members of the ATI Group to satisfy their respective reporting, accounting, audit and other obligations, and (ii) Water Pik shall provide, or cause to be provided, to ATI, all financial and other data and information as ATI determines necessary or advisable in order to prepare ATI financial statements and reports or filings with any Governmental Authority.

Agreement for Exchange of Information; Archives. (a) Except in the case of an Adversarial Action or threatened Adversarial Action, and subject Subject to Section 7.01(b)7.8 and any other applicable confidentiality obligations, each of Nuance Sunoco and SpinCoSunCoke, on behalf of its respective Group, shall agrees to provide, or cause to be provided, to the other PartyGroup, at any time before or after the DistributionIPO Closing Date, as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in the possession or under the control of such respective Group, Group which Nuance or SpinCo, or any member of its respective Group, as applicable, the requesting party reasonably needs: needs (i) to comply with reporting, disclosure, filing or other requirements imposed on Nuance or SpinCo, or any member of its respective Group, as applicable the requesting party (including under applicable securities or Tax Laws), ) by any national securities exchange or any a Governmental Authority having jurisdiction over Nuance or SpinCothe requesting party, or any member of its respective Group, as applicable; (ii) for use in any other judicial, regulatory, administrative administrative, tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation litigation, tax or other similar requirements; , in each case other than claims or allegations that one party to this Agreement has against the other, or (iii) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any other Ancillary Agreement; provided, that any request for information pursuant to this Section 7.01 shall be made however, that, in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence. (b) In the event that either Nuance or SpinCo any party determines that the disclosure any such provision of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Law or Contract agreement, or waive or jeopardize any attorney-client privilege, attorney work product protection or other similar privilege or doctrine, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both Nuance and SpinCo parties shall take all commercially reasonable measures to permit the compliance with Section 7.01(a) such obligations in a manner that avoids any such harm or consequence. Both Nuance . (b) After the date hereof, SunCoke shall maintain in effect at its own cost and SpinCo intend that expense adequate systems and controls to the extent necessary to enable the members of the Sunoco Group to satisfy their respective reporting, accounting, audit and other obligations, and (ii) shall provide, or cause to be provided, to Sunoco in such form as Sunoco shall request, at no charge to Sunoco, all financial and other data and information as Sunoco determines necessary or advisable in order to prepare its financial statements and reports or filings with any provision Governmental Authority, including copies of access all quarterly and annual financial information and other reports and documents SunCoke intends to or file with the furnishing SEC prior to such filings (as well as final copies upon filing), and copies of Information pursuant to this Section 7.01 that would otherwise be within the ambit of any legal privilege shall not operate as waiver of such privilegeSunCoke’s budgets and financial projections.

Agreement for Exchange of Information; Archives. (a) Except in After the case Effective Time (or such earlier time as the parties may agree) and until the fifth (5th) anniversary of an Adversarial Action or threatened Adversarial Action, and subject to Section 7.01(b)the date of this Agreement, each of Nuance Cardinal Health and SpinCoCareFusion, on behalf of its respective Group, shall agrees to provide, or cause to be provided, to the other Party, at any time after the DistributionGroup, as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in the possession or under the control of such respective Group, Group which Nuance or SpinCo, or any member of its respective Group, as applicable, the requesting party reasonably needs: needs (i) to comply with reporting, disclosure, filing or other requirements imposed on Nuance or SpinCo, or any member of its respective Group, as applicable the requesting party (including under applicable securities Laws), ) by any national securities exchange or any a Governmental Authority having jurisdiction over Nuance or SpinCothe requesting party, or any member of its respective Group, as applicable; (ii) for use in any other judicialto carry out its human resources functions or to establish, regulatoryassume or administer its Benefit Plans or payroll functions, administrative or other proceeding or (iii) in order to satisfy audit, accounting, regulatory, litigation accounting or other similar requirements; requirements (except as otherwise provided in Section 4.1(d)), or (iiiiv) to comply with its obligations under this Agreement or any Ancillary Agreementother Transaction Document; provided, however, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence. (b) In the event that either Nuance or SpinCo any party determines that the disclosure any such provision of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Law or Contract agreement, or waive or jeopardize any attorney-client privilege, attorney work product protection or other similar privilege or doctrine, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both Nuance and SpinCo parties shall take all commercially reasonable measures to permit the compliance with Section 7.01(a) such obligations in a manner that avoids any such harm or consequence. Both Nuance . (b) After the Effective Time (or such earlier time as the parties may agree) and SpinCo intend until the fifth (5th) anniversary of the date of this Agreement, (i) CareFusion and its authorized accountants, counsel and other designated representatives shall have access during regular business hours (as in effect from time to time) to the documents and objects of historic significance that relate to the CareFusion Business that are located in archives retained or maintained by any provision member of the Cardinal Health Group, and (ii) CareFusion may obtain copies (but not originals unless it is a CareFusion Asset) of documents for bona fide business purposes and may obtain objects for exhibition purposes for commercially reasonable periods of time if required for such bona fide business purposes; provided, that CareFusion shall cause any such objects to be returned promptly in the same condition in which they were delivered to CareFusion and CareFusion shall comply with any rules, procedures or other requirements, and shall be subject to any restrictions (including prohibitions on removal of specified objects), that are then applicable to Cardinal Health; provided, further, that, notwithstanding any provisions of this Section 4.1(b), any request for Information or access to Representatives in connection with any Third Party Claims shall be subject to Section 4.7. CareFusion shall pay the applicable fee or rate per hour for archives research services (subject to increase from time to time to reflect rates then in effect for Cardinal Health generally). Nothing herein shall be deemed to restrict the furnishing access of Information pursuant any member of the Cardinal Health Group to any such documents or objects or to impose any liability on any member of the Cardinal Health Group if any such documents or objects are not maintained or preserved by Cardinal Health. (c) After the Effective Time (or such earlier time as the parties may agree) and until the fifth (5th) anniversary of the date of this Agreement, (i) Cardinal Health and its authorized accountants, counsel and other designated representatives shall have access during regular business hours (as in effect from time to time) to the documents and objects of historic significance that relate to the Cardinal Health Business that are located in archives retained or maintained by any member of the CareFusion Group and (ii) Cardinal Health may obtain copies (but not originals unless it is not a CareFusion Asset) of documents for bona fide business purposes and may obtain objects for exhibition purposes for commercially reasonable periods of time if required for such bona fide business purposes; provided, that Cardinal Health shall cause any such objects to be returned promptly in the same condition in which they were delivered to Cardinal Health and Cardinal Health shall comply with any rules, procedures or other requirements, and shall be subject to any restrictions (including prohibitions on removal of specified objects), that are then applicable to CareFusion; provided, further, that, notwithstanding any provisions of this Section 7.01 that would otherwise 4.1(c), any request for Information or access to Representatives in connection with any Third Party Claims shall be within subject to Section 4.7. Cardinal Health shall pay the ambit applicable fee or rate per hour for archives research services (subject to increase from time to time to reflect rates then in effect for CareFusion generally). Nothing herein shall be deemed to restrict the access of any legal privilege member of the CareFusion Group to any such documents or objects or to impose any liability on any member of the CareFusion Group if any such documents or objects are not maintained or preserved by CareFusion. (d) Without limiting the generality of the foregoing, until the second (2nd) CareFusion fiscal year end occurring after the Effective Time (and for a reasonable period of time afterwards as required for each of Cardinal Health and CareFusion to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), each of Cardinal Health and CareFusion shall not operate as waiver use its commercially reasonable efforts, to cooperate with the other party’s Information requests to enable (i) the other party to meet its timetable for dissemination of its earnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K, and (ii) the other party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such privilegeparty, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 and the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder.

Agreement for Exchange of Information; Archives. (a) Except in the case Each of an Adversarial Action or threatened Adversarial Action, ALTISOURCE and subject to Section 7.01(b), each of Nuance and SpinCoAAMC, on behalf of its respective Group, shall agrees to provide, or cause to be provided, to the other PartyGroup, at any time after before the DistributionDistribution Date or until the sixth anniversary thereof, as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in the possession or under the control of such respective Group, which Nuance or SpinCo, or any member of its respective Group, as applicable, Group that the requesting Party reasonably needs: needs (i) to comply with reporting, disclosure, filing or other requirements imposed on Nuance or SpinCo, the requesting Party or any member of its respective Group, as applicable Group (including under applicable securities Laws), or tax laws) by any national securities exchange or any a Governmental Authority having jurisdiction over Nuance the requesting Party or SpinCosuch member, or any member of its respective Group, as applicable; (ii) for use in any other judicial, regulatory, administrative administrative, tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation litigation, tax or other similar requirements; , in each case other than claims or allegations that one Party to this Agreement has against the other, or (iii) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence. (b) In the event that either Nuance or SpinCo Party determines that the disclosure any such provision of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Law law or Contract agreement or waive or jeopardize any attorney-client privilege, attorney work product protection or other similar privilege or doctrine, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both Nuance and SpinCo Parties shall take all commercially reasonable measures to permit the compliance with Section 7.01(a) such obligations in a manner that avoids any such harm or consequence. (b) After the Distribution Date, until the sixth anniversary thereof, each of ALTISOURCE and AAMC shall have access during regular business hours (as in effect from time to time) to the documents that relate, in the case of ALTISOURCE, to the ALTISOURCE Business that are located in archives retained or maintained by AAMC or, in the case of AAMC, to the AAMC Business that are located in archives retained or maintained by ALTISOURCE. Both Nuance Each of ALTISOURCE and SpinCo intend AAMC may obtain copies (but not originals) of documents for bona fide business purposes and may obtain objects for exhibition purposes for commercially reasonable periods of time if required for bona fide business purposes, provided that the party receiving such objects shall cause any provision such objects to be returned promptly in the same condition in which they were delivered to such party and that each of ALTISOURCE and AAMC shall comply with any rules, procedures or other requirements, and shall be subject to any restrictions (including prohibitions on removal of specified objects), that are then applicable to the other. Nothing herein shall be deemed to restrict the access of any member of the ALTISOURCE Group or AAMC Group to any such documents or objects or to impose any liability on any member of the ALTISOURCE Group or the furnishing AAMC Group, as applicable, if any such documents are not maintained or preserved by ALTISOURCE or AAMC, as applicable. (c) Until the sixth anniversary of Information pursuant the date hereof, each of ALTISOURCE and AAMC (i) shall maintain in effect at its own cost and expense adequate systems and controls to this Section 7.01 that would otherwise the extent necessary to enable the members of the other Group to satisfy their respective reporting, accounting, audit and other obligations and (ii) shall provide, or cause to be within provided, to the ambit of other Party in such form as such other Party shall reasonably request, at no charge to the requesting Party, all financial and other data and information as such requesting Party reasonably determines necessary or advisable in order to prepare its financial statements and reports or filings with any legal privilege shall not operate as waiver of such privilegeGovernmental Authority.

Agreement for Exchange of Information; Archives. (a) Except in the case Each of an Adversarial Action or threatened Adversarial Action, NRF and subject to Section 7.01(b), each of Nuance and SpinCoNRE, on behalf of its respective Group, shall agrees to provide, or cause to be provided, to the other PartyGroup, at any time after before the DistributionDistribution Date or until the fifth anniversary of the date of this Agreement, as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in the possession or under the control of such respective Group, which Nuance or SpinCo, or any member of its respective Group, as applicable, Group that the requesting Party reasonably needs: needs (i) to comply with reporting, disclosure, filing or other requirements imposed on Nuance or SpinCo, the requesting Party or any member of its respective Group, as applicable Group (including under applicable securities Laws), or tax laws) by any national securities exchange or any a Governmental Authority having jurisdiction over Nuance the requesting Party or SpinCosuch member, or any member of its respective Group, as applicable; (ii) for use in any other judicial, regulatory, administrative administrative, tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation litigation, tax or other similar requirements; , in each case other than claims or allegations that one Party to this Agreement has against the other, or (iii) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence. (b) In the event that either Nuance or SpinCo Party determines that the disclosure any such provision of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Law or Contract agreement or waive or jeopardize any attorney-client privilege, attorney work product protection or other similar privilege or doctrine, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both Nuance and SpinCo Parties shall take all commercially reasonable measures to permit the compliance with Section 7.01(a) such obligations in a manner that avoids any such harm or consequence. (b) After the Distribution Date and until the fifth anniversary thereof, each of NRF and NRE shall have access during regular business hours (as in effect from time to time) to the documents that relate, in the case of NRF, to the NRF Business that are located in archives retained or maintained by NRE or, in the case of NRE, to the NRE Business that are located in archives retained or maintained by NRF. Both Nuance Each of NRF and SpinCo intend NRE may obtain copies (but not originals) of documents for bona fide business purposes and may obtain objects for exhibition purposes for commercially reasonable periods of time if required for bona fide business purposes, provided that the Party receiving such objects shall cause any provision such objects to be returned promptly in the same condition in which they were delivered to such Party and that each of NRF and NRE shall comply with any rules, procedures or other requirements, and shall be subject to any restrictions (including prohibitions on removal of specified objects), that are then applicable to the other. Nothing herein shall be deemed to restrict the access of any member of the NRF Group or NRE Group to any such documents or objects or to impose any liability on any member of the NRF Group or the furnishing NRE Group, as applicable, if any such documents are not maintained or preserved by NRF or NRE, as applicable. (c) After the Distribution Date and until the fifth anniversary of Information pursuant the date hereof, each of NRF and NRE (i) shall maintain, or cause to this Section 7.01 that would otherwise be within maintained, in effect at its own cost and expense adequate systems and controls to the ambit extent necessary to enable the members of the other Group to satisfy their respective reporting, accounting, audit and other obligations and (ii) shall provide, or cause to be provided, to the other Party in such form as such other Party shall reasonably request, at no charge to the requesting Party, all financial and other data and information as such requesting Party reasonably determines necessary or advisable in order to prepare its financial statements and reports or filings with any legal privilege shall not operate as waiver of such privilegeGovernmental Authority.

Agreement for Exchange of Information; Archives. (a) Except in After the case of an Adversarial Action or threatened Adversarial ActionEffective Time, and until the fifth (5th) anniversary of the date of this Agreement, subject to Section 7.01(b)6.2 and any other applicable confidentiality obligations, each of Nuance Agilent and SpinCoKeysight, on behalf of its respective Group, shall agrees to provide, or cause to be provided, to the other Party, at any time after the DistributionGroup and its Representatives, as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in the possession or under the control of such respective Group, Group which Nuance or SpinCo, or any member of its respective Group, as applicable, the requesting party reasonably needs: needs (i) to comply with reporting, disclosure, filing or other requirements imposed on Nuance or SpinCo, or any member of its respective Group, as applicable the requesting party (including under applicable securities Laws), ) by any national securities exchange or any a Governmental Authority having jurisdiction over Nuance or SpinCothe requesting party, or any member of its respective Group, as applicable; (ii) for use in any other judicialto carry out its human resources functions or to establish, regulatoryassume or administer its Benefit Plans or payroll functions, administrative or other proceeding or in order (iii) to satisfy audit, accounting, regulatory, litigation accounting or other similar requirements; requirements or (iiiiv) to comply with its obligations under this Agreement or any Ancillary Agreementother Transaction Document; provided, that any request for information pursuant in the case of Information reasonably requested by a party to satisfy its financial, statutory and tax audit requirements, the access contemplated by this Section 7.01 4.1(a) shall be made extend until the tenth (10th) anniversary of the date of this Agreement, and in good faith and limited to the extent reasonable case of Information reasonably requested by a party to satisfy escheatment audit requirements, the good faith basis for such request. The receiving Party shall use any Information received pursuant to access contemplated by this Section 7.01(a4.1(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described shall continue indefinitely; provided, further, that in clause (i), (ii) or (iii) of the immediately preceding sentence. (b) In the event that either Nuance or SpinCo any party determines that the disclosure any such provision of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Law or Contract agreement or waive or jeopardize any attorney-client privilege, attorney work product protection or other similar privilege or doctrine, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both Nuance and SpinCo parties shall take all commercially reasonable measures to permit the compliance with Section 7.01(a) such obligations in a manner that avoids any such harm or consequence. Both Nuance and SpinCo intend Notwithstanding anything to the contrary herein, members of the Agilent Group shall only be required to provide access to Information that constitutes email which a member of the Keysight Group reasonably needs to (A) support a member of the Keysight Group in the prosecution of litigation that such member may initiate, or defend a member of the Keysight Group or any of its employees in litigation brought by third Persons, or respond to document production requests in connection with any such litigation; (B) comply with a subpoena from a Governmental Authority having jurisdiction over such member; or (C) support investigations (internal or external) of suspected criminal activity for which a member of the Keysight Group may desire to seek prosecution by law enforcement or for which a member of the Keysight Group may be subject to prosecution; provided, that any provision such requests shall be subject to any required third-party consents or notifications and any other obligations that any member of the Agilent Group may have to a third party in connection with such Information or request; provided, further, that Keysight shall direct any such requests only to the General Counsel of Agilent. (b) After the Effective Time and until the fifth (5th) anniversary of the date of this Agreement, (i) Keysight and its Representatives shall have access during regular business hours (as in effect from time to time) to the documents and objects of historic significance that relate to the Keysight Business that are located in archives retained or maintained by any member of the Agilent Group and (ii) Keysight may obtain copies (but not originals unless it is a Keysight Asset) of documents for bona fide business purposes and may obtain objects for exhibition purposes for commercially reasonable periods of time if required for such bona fide business purposes; provided, that, Keysight shall cause any such objects to be returned promptly in the same condition in which they were delivered to Keysight, and Keysight shall comply with any rules, procedures or other requirements, and shall be subject to any restrictions (including prohibitions on removal of specified objects), that are then applicable to Agilent; provided, further, that notwithstanding any provisions of this Section 4.1(b), any request for Information or access to Representatives in connection with any Third Party Claims shall be subject to Section 4.7. Keysight shall pay the applicable fee or rate per hour for archive research services (subject to increase from time to time to reflect rates then in effect for Agilent generally). Nothing herein shall be deemed to restrict the furnishing access of Information pursuant any member of the Agilent Group to any such documents or objects or to impose any liability on any member of the Agilent Group if any such documents or objects are not maintained or preserved by Agilent. (c) After the Effective Time (or such earlier time as the parties may agree) and until the fifth (5th) anniversary of the date of this Agreement, (i) Agilent and its Representatives shall have access during regular business hours (as in effect from time to time) to the documents and objects of historic significance that relate to the Agilent Business that are located in archives retained or maintained by any member of the Keysight Group and (ii) Agilent may obtain copies (but not originals unless it is not a Keysight Asset) of documents for bona fide business purposes and may obtain objects for exhibition purposes for commercially reasonable periods of time if required for such bona fide business purposes; provided, that Agilent shall cause any such objects to be returned promptly in the same condition in which they were delivered to Agilent and Agilent shall comply with any rules, procedures or other requirements, and shall be subject to any restrictions (including prohibitions on removal of specified objects) that are then applicable to Keysight; provided, further, that, notwithstanding any provisions of this Section 7.01 that would otherwise 4.1(c), any request for Information or access to Representatives in connection with any Third Party Claims shall be within subject to Section 4.7. Agilent shall pay the ambit applicable fee or rate per hour for archive research services (subject to increase from time to time to reflect rates then in effect for Keysight generally). Nothing herein shall be deemed to restrict the access of any legal privilege member of the Keysight Group to any such documents or objects or to impose any liability on any member of the Keysight Group if any such documents or objects are not maintained or preserved by Keysight. (d) Without limiting the generality of the foregoing, until the second (2nd) Keysight fiscal year end occurring after the Distribution Date (and for a reasonable period of time thereafter as required for each of Agilent and Keysight to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), each of Agilent and Keysight shall not operate as waiver use its commercially reasonable efforts to cooperate with the other party’s Information requests to enable (i) the other party to meet its timetable for dissemination of its earnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K and (ii) the other party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements of the other party, including, to the extent applicable to such privilegeparty, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 and the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder.

Agreement for Exchange of Information; Archives. (a) Except in the case Each of an Adversarial Action or threatened Adversarial Action, BMS and subject to Section 7.01(b), each of Nuance and SpinCoMJN, on behalf of its respective Group, shall agrees to provide, or cause to be provided, to the other PartyGroup, at any time before or after the DistributionSeparation Date, as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in the possession or under the control of such respective Group, Group which Nuance or SpinCo, or any member of its respective Group, as applicable, the requesting party reasonably needs: needs (i) to comply with reporting, disclosure, filing or other requirements imposed on Nuance or SpinCo, or any member of its respective Group, as applicable the requesting party (including under applicable securities Laws), or tax laws) by any national securities exchange or any a Governmental Authority having jurisdiction over Nuance or SpinCothe requesting party, or any member of its respective Group, as applicable; (ii) for use in any other judicial, regulatory, administrative administrative, tax or other proceeding or in order to satisfy audit, accounting, regulatory, litigation litigation, tax or other similar requirements; , in each case other than claims or allegations that one party to this Agreement has against the other, or (iii) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence. (b) In the event that either Nuance or SpinCo any party determines that the disclosure any such provision of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Law law or Contract agreement, or waive or jeopardize any attorney-client privilege, attorney work product protection or other similar privilege or doctrine, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both Nuance and SpinCo parties shall take all commercially reasonable measures to permit the compliance with Section 7.01(a) such obligations in a manner that avoids any such harm or consequence. (b) After the Separation Date, MJN or BMS, as applicable, shall have access during regular business hours (as in effect from time to time) to the documents and records that relate to the Xxxx Xxxxxxx Business that are located in archives retained or maintained by BMS or that relate to the BMS Business that are located in archives retained or maintained by MJN, as applicable. Both Nuance MJN or BMS, as applicable, may obtain copies (but not originals) of documents for bona fide business purposes and SpinCo intend may obtain objects for exhibition purposes for reasonable periods of time if required for bona fide business purposes; provided, however, that MJN or BMS, as applicable, shall cause any provision such objects to be returned promptly in the same condition in which they were delivered to such party and shall comply with any rules, procedures or other requirements, and shall be subject to any restrictions (including prohibitions on removal of specified objects) that are then applicable to the providing party. MJN or BMS, as applicable, shall pay the applicable fee or rate per hour for archives research services (subject to increase from time to time to reflect rates then in effect) for the providing party generally. Nothing herein shall be deemed to restrict the access of the providing party to any such documents or objects or to impose any liability on the furnishing providing party if any such documents or objects are not maintained or preserved by such party. (c) After the Separation Date, each of BMS and MJN (i) shall maintain in effect at its own cost and expense adequate systems and controls to the extent necessary to enable the Persons in the other Group to satisfy their respective reporting, accounting, audit and other obligations, and (ii) shall provide, or cause to be provided, to the other party (in such form as the providing party retains such Information pursuant for its own use) all financial and other data and Information as such requesting party determines necessary or advisable in order to this Section 7.01 that would otherwise be within the ambit of prepare its financial statements and reports or filings with any legal privilege shall not operate as waiver of such privilegeGovernmental Authority.

Agreement for Exchange of Information; Archives. (a) Except in Without limiting any rights or obligations under any Ancillary Agreement between the case Parties and/or any other member of an Adversarial Action or threatened Adversarial Actiontheir respective Groups relating to confidentiality, each Party agrees to provide, and subject to Section 7.01(b)cause its Representatives, each of Nuance its Group members and SpinCo, on behalf of its respective Group, shall Group members’ Representatives to provide, or cause to be provided, to the other Group and any member thereof (a “Requesting Party”), at any time before, on or after the DistributionEffective Time, subject to the provisions of Section 6.04 and as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in within the possession or under the control of such respective Group, Party or one of such Persons which Nuance or SpinCo, or any member of its respective Group, as applicable, the Requesting Party reasonably needs: needs (i) to comply with reporting, disclosure, filing or other requirements imposed on Nuance or SpinCo, or any member of its respective Group, as applicable the Requesting Party (including under applicable securities Laws), laws) by any national securities exchange or any a Governmental Authority having jurisdiction over Nuance or SpinCothe Requesting Party, or any member of its respective Group, as applicable; (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation or similar requirements of the Requesting Party, in each case other similar requirements; than claims or allegations that one Party to this Agreement or any of its Group members has or brings against the other Party or any of its Group members, or (iii) subject to the foregoing clause (ii) above, to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence. (b) In the event that either Nuance or SpinCo any Party determines that the disclosure any such provision of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Applicable Law or Contract agreement, or waive or jeopardize any attorney-client privilege, attorney work product protection or other similar privilege or doctrine, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both Nuance and SpinCo Parties shall take all commercially reasonable measures to permit the compliance with Section 7.01(a) such obligations in a manner that avoids any such harm or consequence. (b) After the Effective Time, Match and the other members of the Match Group shall have access during regular business hours (as in effect from time to time), and upon reasonable advance notice, to the documents and objects of historical significance that relate to the Match Business, the Match Assets or the Match Entities and that are located in archives retained or maintained by IAC or any other member of the IAC Group. Both Nuance Match and SpinCo intend the other members of the Match Group may obtain copies (but not originals) of documents for bona fide business purposes and may obtain objects for exhibition purposes for commercially reasonable periods of time if required for bona fide business purposes, provided that Match shall cause any provision such objects to be returned promptly, at Match’s expense, in the same condition in which they were delivered to Match or to any member of the Match Group and the other members of the Match Group shall comply with any rules, procedures or other requirements, and shall be subject to any restrictions. In any event, the foregoing shall not be deemed to restrict the access of IAC or any other member of the IAC Group to any such documents or objects. Nothing herein shall be deemed to impose any Liability on IAC or any other member of the IAC Group if documents or objects referred to in this Section 6.01 are not maintained or preserved by IAC or any other member of the IAC Group. Alternatively, IAC, acting reasonably, may request from Match and any other member of the Match Group that they provide IAC with reasonable advance notice, with a list of the requested Information that relates to the Match Business, Match Assets, or Match Entities and IAC shall use, and shall cause the other members of the IAC Group that are in possession of the Information requested to use, commercially reasonable efforts to locate all requested Information that is owned or possessed by IAC or any of its Group members or Representatives. IAC will make available all such Information for inspection by Match or any other relevant member of the Match Group during normal business hours at the place of business reasonably designated by IAC. Subject to such confidentiality or security obligations as IAC or the other relevant members of its Group may reasonably deem necessary, Match and the other relevant members of the Match Group may have all requested Information duplicated. Alternatively, IAC or the other relevant members of the IAC Group may choose to deliver to Match, at Match’s expense, all requested Information in the form reasonably requested by Match or the Match Group. At IAC’s request, Match shall cause such Information when no longer needed to be returned to IAC at Match’s expense. (c) Match shall make available and shall cause the Match Group to make available to the IAC Group at least the level of access provided by the IAC Group under Section 6.01(b) to or the furnishing of Information pursuant to this Section 7.01 that would otherwise be within the ambit of any legal privilege shall not operate as waiver of such privilegeMatch.

Agreement for Exchange of Information; Archives. (a) Except in the case of an Adversarial Action or threatened Adversarial ActionAction by either party hereto or any Person in such party’s Group against the other party hereto or any Person in its Group, and subject to Section 7.01(b5.1(b), each of Nuance and SpinCo, on behalf of its respective Group, party hereto shall provide, or cause to be provided, to the other Partyparty or any member of its Group, at any time before or after the DistributionSeparation, as soon as reasonably practicable after written request therefor, any all Information relating to time periods on or prior to the Distribution Date in the possession or under the control of its Group (and access to the Personnel of its Group during normal business hours and upon reasonable notice in connection with the discussion and explanation of such respective GroupInformation), which Nuance or SpinCo, or any member of its respective Group, as applicable, the other party’s Group reasonably needs: requests and is necessary or reasonably advisable (i) to comply with reporting, disclosure, filing or other requirements under Applicable Law or imposed on Nuance or SpinCo, or any member of its respective Group, as applicable (including under applicable securities Laws), by any national securities exchange or any Governmental Authority having jurisdiction over Nuance or SpinCosuch Person, or any member of its respective Group, as applicable; (ii) for use in any other judicial, regulatory, administrative or other proceeding (including the SHC Litigation Matters and/or LE Litigation Matters, as applicable) or in order to satisfy audit, accounting, regulatory, litigation or other similar requirements; or , (iii) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited Agreement or (iv) to the extent reasonable that SHC and LE have agreed upon, in writing, a fee and the terms and conditions applicable thereto, to satisfy facilitate the good faith basis for such requestconduct of its Business in the manner in which it was conducted at any time on or between the date of this Agreement and the Distribution Date. The receiving Party party shall use any Information received pursuant to this Section 7.01(a5.1(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii), (iii) or (iiiiv) of the immediately preceding sentence. (b) In Subject to the last sentence of this Section 5.1(b), in the event that either Nuance SHC or SpinCo LE, as applicable, reasonably determines that the disclosure exchange of any Information pursuant to Section 7.01(a5.1(a) could be commercially detrimental, violate any Law Applicable Law, agreement or Contract policy (including SHC’s or LE’s privacy policies) or waive or jeopardize any attorney-client privilege, privilege or attorney work product protection (or in the case of Section 5.1(a)(iv), SHC and LE shall not have reached a written agreement with respect to the fee and/or other similar privilege or doctrine, terms and conditions associated with the provision of such Party Information) such party shall not be required to provide access to or furnish such Information to the other Partyparty; provided, however, that both Nuance and SpinCo the parties shall take all commercially reasonable measures to permit compliance with Section 7.01(a5.1(a) in a manner that avoids any such harm or consequenceconsequence (as reasonably determined by the Group providing the Information). Both Nuance SHC and SpinCo LE intend that any provision of access to or the furnishing of Information pursuant to this Section 7.01 5.1 that would otherwise be within the ambit of any legal privilege shall not operate as waiver of such privilege. (c) Except as otherwise provided in the Ancillary Agreements, a member of one Group will only process Information about individual customers and/or Personnel, including, names, addresses, telephone numbers, account numbers, customer lists, and demographic, financial and transaction Information, in each case provided by the other Group pursuant to this Section 5.1, in accordance with the privacy policies of the Group providing the Information existing as of the Effective Time (or, as such policies may be revised from time to time, as provided by the Group providing Information to the receiving Group) and all applicable privacy and data protection law obligations and will implement and maintain at all times appropriate technical and organizational measures to protect such personal data against unauthorized or unlawful processing and accidental loss, destruction, damage, alteration and disclosure. In addition, each party hereto agrees to provide reasonable assistance to the other party’s Group in respect of any obligations under privacy and data protection law affecting the disclosure of such personal data to the other party’s Group and will not knowingly process such personal data in such a way to cause the other party’s Group to violate any of its obligations under any Applicable Law. (d) The party requesting Information shall reimburse the other party for the reasonable out-of-pocket costs and expenses, if any, in complying with a request for Information pursuant to this Article V.

Agreement for Exchange of Information; Archives. (a) Except in the case of an Adversarial Action or threatened Adversarial Action, and subject to Section 7.01(b6.01(b), from and after the Closing until the seventh anniversary of the Closing Date, each of Nuance and SpinCoParty, on behalf of its respective Group, shall provide, or cause to be provided, to the other Party, at any time after the DistributionClosing, as soon as reasonably practicable after written request therefor, any Information relating to time periods on at or prior to the Distribution Date Closing in the possession or under the control of such respective Group, which Nuance or SpinCo, the other Party or any other member of its respective Group, as applicable, Group reasonably needs: needs (i) to comply with reporting, disclosure, filing or other requirements imposed on Nuance or SpinCo, such other Party or any other member of its respective Group, as applicable Group (including under applicable securities Laws), ) by any national securities exchange or any Governmental Authority having jurisdiction over Nuance or SpinCo, such other Party or any other member of its respective Group, as applicable; (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, regulatory, litigation or other similar requirements; requirements or (iii) to comply with its obligations under this Agreement or any Ancillary Agreementother Transaction Document; provided, that any request for information pursuant to this Section 7.01 6.01 shall be made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a6.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence. (b) In the event that either Nuance Vista Outdoor or SpinCo Revelyst reasonably determines that the disclosure of any Information pursuant to Section 7.01(a6.01(a) could be commercially detrimental, violate any Law or Contract or waive or jeopardize any attorney-client privilege, attorney work product protection or other similar privilege or doctrine, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both Nuance Vista Outdoor and SpinCo Revelyst shall take all commercially reasonable measures to permit compliance with Section 7.01(a6.01(a) in a manner that avoids any such harm or consequence. Both Nuance Vista Outdoor and SpinCo Revelyst intend that any provision of access to or the furnishing of Information pursuant to this Section 7.01 6.01 that would otherwise be within the ambit of any legal privilege shall not operate as waiver of such privilege. (c) Each Party agrees, on behalf of itself and each other member of its Group, not to disclose or otherwise waive any privilege or protection attaching to any privileged Information relating to a member of the other Group or relating to or arising in connection with the relationship between the Groups at or prior to the Closing, without providing prompt written notice to and obtaining the prior written consent of the other Party (not to be unreasonably withheld, conditioned or delayed). (d) Each Party agrees, on behalf of itself and each other member of its Group, that it will only Process Personal Information provided to it by the other Group in accordance with all applicable Privacy and Data Security Requirements and will implement and maintain at all times commercially reasonable technical and organizational measures to protect such Personal Information against unauthorized or unlawful Processing and accidental loss, destruction, damage, alteration and disclosure. In addition, each Party agrees to provide commercially reasonable assistance to the other Party in respect of any obligations under applicable Privacy and Data Security Requirements affecting the disclosure of such Personal Information to the other Party and will not knowingly Process such Personal Information in such a way as to cause the other Party to violate any of its obligations under any applicable Privacy and Data Security Requirements.

Agreement for Exchange of Information; Archives. (a) Except in the case of an Adversarial adversarial Action or threatened Adversarial Actionadversarial Action by either TWX or Time or a Person or Persons in its Group against the other Party or a Person or Persons in its Group, and subject to Section 7.01(b), each of Nuance TWX and SpinCoTime, on behalf of its respective Group, shall provide, or cause to be provided, to the other Party, at any time after the Distribution, as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in the possession or under the control of such respective Group, which Nuance TWX or SpinCoTime, or any member of its respective Group, as applicable, reasonably needs: needs (i) to comply with reporting, disclosure, filing or other requirements imposed on Nuance TWX or SpinCoTime, or any member of its respective Group, as applicable (including under applicable securities Laws), by any national securities exchange or any Governmental Authority having jurisdiction over Nuance TWX or SpinCoTime, or any member of its respective Group, as applicable; , (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, regulatory, litigation or other similar requirements; requirements or (iii) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence. (b) In the event that either Nuance TWX or SpinCo Time determines that the disclosure exchange of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Law or Contract agreement or waive or jeopardize any attorney-client privilege, privilege or attorney work product protection or other similar privilege or doctrineprotection, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both Nuance TWX and SpinCo Time shall take all commercially reasonable measures to permit the compliance with Section 7.01(a) in a manner that avoids any such harm or consequence. Both Nuance TWX and SpinCo Time intend that any provision of access to or the furnishing of Information pursuant to this Section 7.01 that would otherwise be within the ambit of any legal privilege shall not operate as waiver of such privilege. (c) Each of Time and TWX agrees, on behalf of itself and each member of the Group of which it is a member, not to disclose or otherwise waive any privilege or protection attaching to any privileged Information relating to a member of the other Group or relating to or arising in connection with the relationship between the Groups prior to the Distribution, without providing prompt written notice to and obtaining the prior written consent of the other (not to be unreasonably withheld or delayed). (d) TWX and Time each agree that it will only process personal data (as defined by EU Directive 95/46/EC of 24 October 1995) provided to it by the other Group in accordance with all applicable privacy and data protection Law obligations and will implement and maintain at all times appropriate technical and organizational measures to protect such personal data against unauthorized or unlawful processing and accidental loss, destruction, damage, alteration and disclosure. In addition, each Party agrees to provide reasonable assistance to the other Party in respect of any obligations under privacy and data protection legislation affecting the disclosure of such personal data to the other Party and will not knowingly process such personal data in such a way to cause the other Party to violate any of its obligations under any applicable privacy and data protection legislation.

Agreement for Exchange of Information; Archives. (a) Except in the case of an Adversarial Action or threatened Adversarial Action, and subject to Section 7.01(b7.01(c), each of Nuance Select and SpinCoConcentra, on behalf of its respective Group, shall provide, or cause to be provided, to the other Party, at any time after the DistributionSeparation, as soon as reasonably practicable after written request therefor, any Information (or a copy thereof) relating to time periods on or prior to the Distribution Date Separation in the possession or under the control of such respective Group, which Nuance Select or SpinCoConcentra, or any member of its respective Group, as applicable, reasonably needs: needs (i) to comply with reporting, disclosure, filing filing, notification or other requirements imposed on Nuance or SpinCoapplicable to Select and Concentra, or any member of its respective Group, as applicable (including under applicable securities Lawslaws), by any national securities exchange or by any Governmental Authority having jurisdiction over Nuance Select or SpinCoConcentra, or any member of its respective Group, as applicable; , (ii) for use in any other judicial, regulatory, administrative or other proceeding Action, internal investigation or internal audit or in order to satisfy audit, accounting, regulatory, litigation litigation, regulatory request for information or other similar requirements; requirements or (iii) to comply with its obligations under this Agreement, any Ancillary Agreement or any Ancillary Agreement; provided, that any request for information pursuant to this Section 7.01 shall be made other contract or agreement in good faith and limited to effect as of the extent reasonable to satisfy the good faith basis for such requestSeparation. The receiving Party shall use any Information received pursuant to this Section 7.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence. (b) In the event that either Nuance Select or SpinCo Concentra reasonably determines that the disclosure of any Information pursuant to Section SECTION 7.01(a) could be commercially detrimental, violate any Law or Contract agreement or waive or jeopardize any attorney-client privilege, privilege or attorney work product protection or other similar privilege or doctrineprotection, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that that, if any access or Information is withheld by a Party pursuant to this SECTION 7.01(a), such Party shall inform the other Party as to the general nature of what is being withheld and the basis for withholding such access or Information, and both Nuance and SpinCo Parties shall take all commercially use reasonable measures best efforts to permit compliance with Section SECTION 7.01(a) ), as applicable, in a manner that avoids any such harm or consequence. Both Nuance Select and SpinCo Concentra intend that any provision of access to or the furnishing of Information pursuant to this Section SECTION 7.01 that would otherwise be within the ambit of any legal privilege shall not operate as waiver of such privilege. (c) Notwithstanding anything to the contrary herein, (i) neither Select nor Concentra shall be required to provide any Information to the other Party pursuant to a request made under this SECTION 7.01 to the extent such Information has already been provided to such other Party and (ii) with respect to requests for or requirements to share TXMA Records contained in the Information, any additional request or sharing protocols set forth in the TXMA shall prevail in the event of any conflict between this Agreement and the TXMA.

Agreement for Exchange of Information; Archives. (a) Except in the case of an Adversarial Action or threatened Adversarial Action, and subject to Section 7.01(b8.01(b), each of Nuance Honeywell and SpinCo, on behalf of its respective Group, shall provide, or cause to be provided, to the other Party, at any time after the Distribution, as soon as reasonably practicable after written request therefor, (i) any Information relating to time periods on or prior to the Distribution Date in the possession or under the control of such respective Group, which Nuance Honeywell or SpinCo, or any member of its respective Group, as applicable, reasonably needs: needs (iA) to comply with reporting, disclosure, filing or other requirements imposed on Nuance Honeywell or SpinCo, or any member of its respective Group, as applicable (including under applicable securities Laws), by any national securities exchange or any Governmental Authority having jurisdiction over Nuance Honeywell or SpinCo, or any member of its respective Group, as applicable; , (iiB) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, regulatory, litigation or other similar requirements; requirements or (iiiC) to comply with its obligations under this Agreement (other than with respect to those obligations in Section 2.01(a)), any Ancillary Agreement or any Ongoing Relationship Agreement and (ii) all tangible embodiments of any Intellectual Property Rights that are assigned or licensed to such other Party under this Agreement or any Ancillary Agreement (other than the Intellectual Property License Agreement), and all Information related thereto, including Software source code and object code in a form reasonably acceptable to the other Party; providedin each case, that any request for information pursuant to this Section 7.01 shall be made that, as of immediately following the Distribution, are in good faith existence and limited in the reasonable possession or control of the assigning or licensing Party or one of its Group members, as applicable, and except to the extent reasonable to satisfy already in the good faith basis for such requestpossession of the receiving Party or one of its Group members. The receiving Party shall use any Information received pursuant to this Section 7.01(a8.01(a)(i) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (iA), (iiB) or (iiiC) of the immediately preceding sentence. (b) In Subject to the Data Transfer Agreement, in the event that either Nuance Honeywell or SpinCo determines that the disclosure of any Information or other materials pursuant to Section 7.01(a8.01(a) could be commercially detrimental, violate any Law or Contract or waive or jeopardize any attorney-client privilege, privilege or attorney work product protection or other similar privilege or doctrineprotection, such Party shall not be required to provide access to or furnish such Information or other materials to the other Party; provided, however, that both Nuance Honeywell and SpinCo shall take all commercially reasonable measures to permit compliance with Section 7.01(a8.01(a) in a manner that avoids any such harm or consequence. Both Nuance Honeywell and SpinCo intend that any provision of access to or the furnishing of Information or other materials pursuant to this Section 7.01 8.01 that would otherwise be within the ambit of any legal privilege shall not operate as waiver of such privilege. (c) Honeywell and SpinCo each agrees that it will only process personal data provided to it by the other Group in accordance with the Data Transfer Agreement.

Agreement for Exchange of Information; Archives. (a) Except in Each of the case of an Adversarial Action or threatened Adversarial ActionRio Tinto Parties, on the one hand, and subject to Section 7.01(b), each of Nuance and SpinCothe Cloud Peak Parties, on behalf of its respective Groupthe other hand, shall agrees to provide, or cause to be provided, to the other PartyGroup, at any time before or after the DistributionClosing Date, as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in the possession or under the control of such respective Group, Group which Nuance or SpinCo, or any member of its respective Group, as applicable, the requesting party reasonably needs: needs (i) to comply with reporting, disclosure, filing or other requirements imposed on Nuance or SpinCo, or any member of its respective Group, as applicable the requesting party (including under applicable securities or Tax Laws), ) by any national securities exchange or any a Governmental Authority having jurisdiction over Nuance or SpinCothe requesting party, or any member of its respective Group, as applicable; (ii) for use in any other judicial, regulatory, administrative administrative, tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation litigation, tax or other similar requirements; , in each case other than claims or allegations that one Party to this Agreement has against the other, or (iii) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any Ancillary AgreementTransaction Document; provided, however, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence. (b) In the event that either Nuance or SpinCo any Party determines that the disclosure any such provision of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Law or Contract agreement, or waive or jeopardize any attorney-client privilege, attorney work product protection or other similar privilege or doctrine, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both Nuance and SpinCo Parties shall take all commercially reasonable measures to permit the compliance with Section 7.01(a) such obligations in a manner that avoids any such harm or consequence. Both Nuance Each of RTEA and SpinCo intend KMS, on the one hand, and CPE and CPE LLC, on the other hand, agrees to cause the respective members of their respective Groups to comply with this Section 7.7(a). (b) After the Closing Date, CPE and CPE LLC shall have access during regular business hours (as in effect from time to time) to the documents and objects of historic significance that relate to the Cloud Peak Business that are located in archives retained or maintained by any provision member of the Rio Tinto Group. CPE and CPE LLC may obtain copies (but not originals unless it is a Cloud Peak Asset) of documents for bona fide business purposes and may obtain objects for exhibition purposes for commercially reasonable periods of time if required for bona fide business purposes, provided that CPE and CPE LLC shall cause any such objects to be returned promptly in the same condition in which they were delivered to CPE and CPE LLC and CPE and CPE LLC shall comply with any rules, procedures or other requirements, and shall be subject to any restrictions (including prohibitions on removal of specified objects), that are then applicable to RTEA. CPE and CPE LLC shall pay the applicable fee or rate per hour for archives research services (subject to increase from time to time to reflect rates then in effect for RTEA generally). Nothing herein shall be deemed to restrict the access of any member of the Rio Tinto Group to any such documents or objects or to impose any liability on any member of the furnishing Rio Tinto Group if any such documents or objects are not maintained or preserved by RTEA. (c) After the Closing Date, the Rio Tinto Parties shall have access during regular business hours (as in effect from time to time) to the documents and objects of historic significance that relate to the businesses of any member of the Rio Tinto Group that are located in archives retained or maintained by any member of the Cloud Peak Group. The Rio Tinto Parties may obtain copies (but not originals unless it is not a Cloud Peak Asset) of documents for bona fide business purposes and may obtain objects for exhibition purposes for commercially reasonable periods of time if required for bona fide business purposes, provided that the Rio Tinto Parties shall cause any such objects to be returned promptly in the same condition in which they were delivered to the Rio Tinto Parties and the Rio Tinto Parties shall comply with any rules, procedures or other requirements, and shall be subject to any restrictions (including prohibitions on removal of specified objects), that are then applicable to CPE or CPE LLC. The Rio Tinto Parties shall pay the applicable fee or rate per hour for archives research services (subject to increase from time to time to reflect rates then in effect for CPE or CPE LLC generally). Nothing herein shall be deemed to restrict the access of any member of the Cloud Peak Group to any such documents or objects or to impose any liability on any member of the Cloud Peak Group if any such documents or objects are not maintained or preserved by CPE or CPE LLC. (d) The Party requesting Information pursuant to this Section 7.01 that would otherwise be within 7.7 agrees to reimburse the ambit other Party for the reasonable out-of-pocket costs, if any, of any legal privilege shall not operate as waiver of providing such privilegeInformation.

Agreement for Exchange of Information; Archives. (a) Except in the case of an Adversarial Action or threatened Adversarial Action, and subject to Section 7.01(b), each of Nuance Parent and SpinCo, on behalf of its respective Group, shall provide, or cause to be provided, to the other Party, at any time after the Distribution, as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in the possession or under the control of such respective Group, which Nuance Parent or SpinCo, or any member of its respective Group, as applicable, reasonably needs: (i) reasonably needs to comply with reporting, disclosure, filing or other requirements imposed on Nuance Parent or SpinCo, or any member of its respective Group, as applicable (including under applicable securities Laws), by any national securities exchange or any Governmental Authority having jurisdiction over Nuance Parent or SpinCo, or any member of its respective Group, as applicable; (ii) requests for use in any other judicial, regulatory, administrative or other proceeding Action or Internal Investigation, including possible Actions or Internal Investigations anticipated in good faith, or in order to satisfy audit, accounting, regulatory, litigation or other similar requirements; or (iii) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, provided that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to used only for the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements purposes described in clause (i), (ii) or (iii) of the immediately preceding sentencethis paragraph. (b) In the event that either Nuance Parent or SpinCo determines in good faith that the disclosure of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Law or Contract or waive or jeopardize any attorney-client privilege, attorney work product protection or other similar privilege or doctrine, such Party shall not be required may restrict such information to provide view by the other Party’s attorneys’ and experts’ eyes only before providing access to or furnish furnishing such Information to the other Party; provided, however, that both Nuance Parent and SpinCo shall take all commercially reasonable measures to permit compliance with Section 7.01(a) in a manner that avoids any such harm or consequence. Both Nuance and SpinCo intend that any provision of access to or the furnishing of Information pursuant to this Section 7.01 that would otherwise be within the ambit of any legal privilege shall not operate as waiver of such privilege.

Agreement for Exchange of Information; Archives. (a) Except in the case Each of an Adversarial Action or threatened Adversarial Action, ATI and subject to Section 7.01(b), each of Nuance and SpinCoTeledyne Technologies, on behalf of itself and its respective Group, shall agrees to provide, or cause to be provided, to the each other PartyGroup, at any time before or after the DistributionDistribution Date, as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in the possession or under the control of such respective Group, Group which Nuance or SpinCo, or any member of its respective Group, as applicable, the requesting party reasonably needs: requires (i) to comply with reporting, disclosure, filing or other requirements imposed on Nuance or SpinCo, or any member of its respective Group, as applicable the requesting party (including under applicable securities Laws), or tax laws) by any national securities exchange or any a Governmental Authority having jurisdiction over Nuance or SpinCothe requesting party, or any member of its respective Group, as applicable; (ii) for use in any other judicial, regulatory, administrative administrative, tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation litigation, tax or other similar requirements; , or (iii) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence. (b) In the event that either Nuance or SpinCo any party determines that the disclosure any such provision of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Law law or Contract agreement, or waive or jeopardize any attorney-client privilege, attorney work product protection or other similar privilege or doctrine, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both Nuance and SpinCo parties shall take all commercially reasonable measures to permit the compliance with Section 7.01(a) such obligations in a manner that avoids any such harm or consequence. Both Nuance . (b) After the Distribution Date, each of ATI and SpinCo intend Teledyne Technologies shall have access during regular business hours (as in effect from time to time) to the documents and objects of historic significance that any provision of access relate to or the furnishing of Information pursuant to this Section 7.01 their respective Businesses that would otherwise be within are in the ambit possession of any legal privilege shall not operate as waiver other of such privilegeparties or members of their respective Groups. Any party seeking such access may, at its cost, obtain copies (but not originals) of documents for bona fide business purposes and may obtain objects for exhibition purposes for commercially reasonable periods of time if required for bona fide business purposes, provided that such party shall cause any such objects to be returned promptly in the same condition in which they were delivered and shall comply with any rules, procedures or other requirements, and shall be subject to any restrictions (including prohibitions on removal of specified objects), that are then applicable to the possessing party. (c) After the Distribution Date, (i) Teledyne Technologies shall maintain in effect adequate systems and controls to the extent necessary to enable the members of the ATI Group to satisfy their respective reporting, accounting, audit and other obligations, and (ii) Teledyne Technologies shall provide, or cause to be provided, to ATI, all financial and other data and information as ATI determines necessary or advisable in order to prepare ATI financial statements and reports or filings with any Governmental Authority.

Agreement for Exchange of Information; Archives. (a) Except in the case of an Adversarial adversarial Action or threatened Adversarial Actionadversarial Action by either Parent or SpinCo or a Person or Persons in its Group against the other Party or a Person or Persons in its Group, and subject to Section 7.01(b6.01(b), each of Nuance Parent and SpinCo, on behalf of its respective GroupGroup (in such capacity, the “Providing Party”), shall provide, or cause to be provided, to the other Party (the “Requesting Party”), at any time after the DistributionEffective Time, as soon as reasonably practicable after written request therefor, any Information relating to time periods on (or prior to the Distribution Date a copy thereof) in the possession or under the control of the Providing Party or its Group Members to the extent that (i) such respective Group, which Nuance or SpinCoInformation relates to the Aaron’s Business, or any member SpinCo Asset (including, for the avoidance of its respective Groupdoubt, as applicableany SpinCo Intellectual Property) or SpinCo Liability, reasonably needs: (i) if SpinCo is the requesting Party, or to comply with reporting, disclosure, filing or other requirements imposed on Nuance or SpinCothe Progressive Leasing and Vive Business, or any member of its respective GroupParent Assets or Parent Liability, as applicable (including under applicable securities Laws), by any national securities exchange or any Governmental Authority having jurisdiction over Nuance or SpinCo, or any member of its respective Group, as applicableif Parent is the requesting Party; (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, regulatory, litigation or other similar requirements; or (iii) such Information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement; provided, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of such Information is required by the immediately preceding sentence. (b) In requesting Party to comply with any obligation imposed by any Governmental Authority, including the Commission; provided, however, that, in the event that either Nuance or SpinCo the Information requested by the requesting Party is not owned by the requesting Party and the Providing Party determines that the disclosure any such provision of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Law or Contract or agreement, or, subject to the provisions of Section 6.08, waive or jeopardize any attorney-client privilege, privilege or attorney work product protection or other similar applicable privilege or doctrineimmunity, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both Nuance Parent and SpinCo shall take all commercially reasonable measures to permit the compliance with this Section 7.01(a6.01(a) in a manner that avoids any such harm or consequence. Both Nuance Parent and SpinCo intend that any provision of access to or the furnishing of Information pursuant to this Section 7.01 6.01 that would otherwise be within the ambit of any legal privilege shall not operate as waiver of such privilege. The Providing Party shall only be obligated to provide such Information in the form, condition and format in which it then exists and in no event shall such Providing Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Information, and nothing in this Section 6.01(a) shall expand the obligations of the Parties under Section 6.04. (b) Without limiting, and subject to, the foregoing, until the first SpinCo fiscal year end occurring after the Effective Time (and for a reasonable period of time afterwards as required for each of SpinCo and Parent to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), each of SpinCo and Parent shall use its commercially reasonable efforts to cooperate with the Requesting Party’s Information requests to enable (i) the Requesting Party to meet its timetable for dissemination of its earnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act and (ii) the Requesting Party’s auditors to timely complete their annual audit and quarterly reviews of financial statements, including, to the extent applicable, such auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, the Commission’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any applicable Laws. As part of such efforts, to the extent requested by the Requesting Party and reasonably necessary for the purposes described in clauses (i) and (ii) of the foregoing sentence, the other Party shall authorize and direct its auditors to make available to the Requesting Party’s auditors, within a reasonable time prior to the date of the Requesting Party’s auditors’ opinion or review report, both (x) the personnel who performed or will perform the annual audits and quarterly reviews of such other Party and (y) work papers related to such annual audits and quarterly reviews, to enable the Requesting Party’s auditors to perform any procedures they consider reasonably necessary to take responsibility for the work of the Requesting Party’s auditors as it relates to the Requesting Party’s auditors’ opinion or report. (c) Parent and SpinCo each agree that it will only process personal data provided to it by the other Group in accordance with all applicable privacy and data protection Law obligations and will implement and maintain at all times appropriate technical and organizational measures to protect such personal data against unauthorized or unlawful processing and accidental loss, destruction, damage, alteration and disclosure. In addition, each Party agrees to provide reasonable assistance to the other Party in respect of any obligations under privacy and data protection legislation affecting the disclosure of such personal data to the other Party and will not knowingly process such personal data in such a way to cause the other Party to violate any of its obligations under any applicable privacy and data protection legislation. (d) To the extent any books or records are subject to restrictions or limitations set forth in the EMA, such restrictions and limitations shall apply to such books or records, notwithstanding any provisions of this Agreement. (e) Notwithstanding anything in the foregoing, the Parties’ obligations to provide Information and cooperation with respect to Taxes shall be governed by the TMA, and not by this Section 6.01.

Agreement for Exchange of Information; Archives. (a) Except in the case of an Adversarial Action or threatened Adversarial ActionAction by any Person in one Group against any Person in the other Group, and subject to Section 7.01(b6.1(b), each of Nuance and SpinCo, on behalf of its respective Group, Party shall provide, or cause to be provided, to the any other PartyParty or any member of its Group, at any time before or after the DistributionDistribution Effective Time, as soon as reasonably practicable after written request therefor, any all Information relating to time periods on or prior to the Distribution Date in the possession or under the control of its Group (and access to employees of its Group during normal business hours and upon reasonable notice in connection with the discussion and explanation of such respective GroupInformation), which Nuance or SpinCo, or any member of its respective Group, as applicable, the other Party’s Group reasonably needs: requests and is necessary (i) to comply with reporting, disclosure, filing or other requirements imposed on Nuance or SpinCo, or any member of its respective Group, as applicable (including under applicable securities Laws), Law or imposed by any national securities exchange or any Governmental Authority having jurisdiction over Nuance or SpinCosuch Person, or any member of its respective Group, as applicable; (ii) for use in any other judicial, regulatory, administrative or other proceeding Action or in order to satisfy audit, accounting, regulatory, litigation or other similar requirements; requirements or (iii) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a6.1(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence. (b) In Subject to the last sentence of this Section 6.1(b), in the event that either Nuance Distributing or SpinCo Publishing, as applicable, reasonably determines that the disclosure exchange of any Information pursuant to Section 7.01(a6.1(a) could be commercially detrimental, violate any Law or Contract agreement or waive or jeopardize any attorney-client privilege, privilege or attorney work product protection or other similar privilege or doctrineprotection, such Party shall not be required to provide access to or furnish such Information to the other Party or any member of such other Party’s Group; provided, however, that both Nuance and SpinCo the Parties shall take all commercially reasonable measures to permit the compliance with Section 7.01(a6.1(a) in a manner that avoids any such harm or consequence. Both Nuance Distributing and SpinCo Publishing intend that any provision of access to or the furnishing of Information pursuant to this Section 7.01 6.1 that would otherwise be within the ambit of any legal privilege shall not operate as waiver of such privilege. (c) The Party requesting Information shall reimburse the other Party for the reasonable out-of-pocket costs and expenses, if any, in complying with a request for Information pursuant to this Article VI.

Agreement for Exchange of Information; Archives. (a) Except in the case of an Adversarial Action or threatened Adversarial Action, and subject to Section 7.01(b), each of Nuance Parent and SpinCo, on behalf of its respective Group, shall provide, or cause to be provided, to the other Party, at any time after the Distribution, as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in the possession or under the control of such respective Group, which Nuance Parent or SpinCo, or any member of its respective Group, as applicable, reasonably needs: (i) reasonably needs to comply with reporting, disclosure, filing or other requirements imposed on Nuance Parent or SpinCo, or any member of its respective Group, as applicable (including under applicable securities Laws), by any national securities exchange or any Governmental Authority having jurisdiction over Nuance Parent or SpinCo, or any member of its respective Group, as applicable; (ii) requests for use in any other judicial, regulatory, administrative or other proceeding Action or Internal Investigation, including possible Actions or Internal Investigations anticipated in good faith, or in order to satisfy audit, accounting, regulatory, litigation or other similar requirements; or (iii) to comply with its obligations under this Agreement or any Ancillary Agreement; providedor (iv) in connection with Parent’s consideration of the timing or manner in which it will effect the Subsequent Disposition, the Remaining Disposition or the Debt-for-Debt Exchange; provided that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to used only for the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements purposes described in clause (i), (ii) or (iii) of the immediately preceding sentencethis paragraph. (b) In the event that either Nuance Parent or SpinCo determines in good faith that the disclosure of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Law or Contract or waive or jeopardize any attorney-client privilege, attorney work product protection or other similar privilege or doctrine, such Party shall not be required may restrict such information to provide view by the other Party’s attorneys’ and experts’ eyes only before providing access to or furnish furnishing such Information to the other Party; provided, however, that both Nuance Parent and SpinCo shall take all commercially reasonable measures to permit compliance with Section 7.01(a) in a manner that avoids any such harm or consequence. Both Nuance and SpinCo intend that any provision of access to or the furnishing of Information pursuant to this Section 7.01 that would otherwise be within the ambit of any legal privilege shall not operate as waiver of such privilege.

Agreement for Exchange of Information; Archives. (a) Except in the case Each of an Adversarial Action or threatened Adversarial Action, OCWEN and subject to Section 7.01(b), each of Nuance and SpinCoALTISOURCE, on behalf of its respective Group, shall agrees to provide, or cause to be provided, to the other PartyGroup, at any time after before the DistributionDistribution Date or until the sixth anniversary thereof, as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in the possession or under the control of such respective Group, which Nuance or SpinCo, or any member of its respective Group, as applicable, Group that the requesting Party reasonably needs: needs (i) to comply with reporting, disclosure, filing or other requirements imposed on Nuance or SpinCo, the requesting Party or any member of its respective Group, as applicable Group (including under applicable securities Laws), or tax laws) by any national securities exchange or any a Governmental Authority having jurisdiction over Nuance the requesting Party or SpinCosuch member, or any member of its respective Group, as applicable; (ii) for use in any other judicial, regulatory, administrative administrative, tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation litigation, tax or other similar requirements; , in each case other than claims or allegations that one Party to this Agreement has against the other, or (iii) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence. (b) In the event that either Nuance or SpinCo Party determines that the disclosure any such provision of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Law law or Contract agreement or waive or jeopardize any attorney-client privilege, attorney work product protection or other similar privilege or doctrine, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both Nuance and SpinCo Parties shall take all commercially reasonable measures to permit the compliance with Section 7.01(a) such obligations in a manner that avoids any such harm or consequence. (b) After the Distribution Date, until the sixth anniversary thereof, each of OCWEN and ALTISOURCE shall have access during regular business hours (as in effect from time to time) to the documents that relate, in the case of OCWEN, to the OCWEN Business that are located in archives retained or maintained by ALTISOURCE or, in the case of ALTISOURCE, to the ALTISOURCE Business that are located in archives retained or maintained by OCWEN. Both Nuance Each of OCWEN and SpinCo intend ALTISOURCE may obtain copies (but not originals) of documents for bona fide business purposes and may obtain objects for exhibition purposes for commercially reasonable periods of time if required for bona fide business purposes, provided that the party receiving such objects shall cause any provision such objects to be returned promptly in the same condition in which they were delivered to such party and that each of OCWEN and ALTISOURCE shall comply with any rules, procedures or other requirements, and shall be subject to any restrictions (including prohibitions on removal of specified objects), that are then applicable to the other. Nothing herein shall be deemed to restrict the access of any member of the OCWEN Group or ALTISOURCE Group to any such documents or objects or to impose any liability on any member of the OCWEN Group or the furnishing ALTISOURCE Group, as applicable, if any such documents are not maintained or preserved by OCWEN or ALTISOURCE, as applicable. (c) Until the sixth anniversary of Information pursuant the date hereof, each of OCWEN and ALTISOURCE (i) shall maintain in effect at its own cost and expense adequate systems and controls to this Section 7.01 that would otherwise the extent necessary to enable the members of the other Group to satisfy their respective reporting, accounting, audit and other obligations and (ii) shall provide, or cause to be within provided, to the ambit of other Party in such form as such other Party shall reasonably request, at no charge to the requesting Party, all financial and other data and information as such requesting Party reasonably determines necessary or advisable in order to prepare its financial statements and reports or filings with any legal privilege shall not operate as waiver of such privilegeGovernmental Authority.

Agreement for Exchange of Information; Archives. (a) Except in Each of the case of an Adversarial Action or threatened Adversarial Action, LLC and subject to Section 7.01(b), each of Nuance and SpinCothe Corporation, on behalf of its respective Group, shall agrees to provide, or cause to be provided, to the other PartyGroup, at any time before or after the DistributionSeparation Date, as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in the possession or under the control of such respective Group, Group which Nuance or SpinCo, or any member of its respective Group, as applicable, the requesting party reasonably needs: needs (i) to comply with reporting, disclosure, filing or other requirements imposed on Nuance or SpinCo, or any member of its respective Group, as applicable the requesting party (including under applicable securities Laws), or tax laws) by any national securities exchange or any a Governmental Authority having jurisdiction over Nuance or SpinCothe requesting party, or any member of its respective Group, as applicable; (ii) for use in any other judicial, regulatory, administrative administrative, tax or other proceeding or in order to satisfy audit, accounting, regulatory, litigation litigation, tax or other similar requirements; , in each case other than claims or allegations that one party to this Agreement has against the other or (iii) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence. (b) In the event that either Nuance or SpinCo any party determines that the disclosure any such provision of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Law law or Contract agreement or waive or jeopardize any attorney-client privilege, attorney work product protection or other similar privilege or doctrine, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both Nuance and SpinCo parties shall take all commercially reasonable measures to permit the compliance with Section 7.01(a) such obligations in a manner that avoids any such harm or consequence. Both Nuance and SpinCo intend that any provision . (b) Without limiting the obligation of access the LLC to transfer the Contributed Assets as provided herein, after the Separation Date, the Corporation or the furnishing LLC, as applicable, shall have access during regular business hours (as in effect from time to time) to the documents and objects of Information pursuant historic significance that relate to this Section 7.01 the animation business that would otherwise are located in archives retained or maintained by the LLC or that relate to the live-action business that are located in archives retained or maintained by the Corporation, as applicable. The Corporation or the LLC, as applicable, may obtain copies (but not originals) of documents for bona fide business purposes and may obtain objects for exhibition purposes for reasonable periods of time if required for bona fide business purposes; provided, however, that the Corporation or the LLC, as applicable, shall cause any such objects to be within returned promptly in the ambit same condition in which they were delivered to such party and shall comply with any rules, procedures or other requirements, and shall be subject to any restrictions (including prohibitions on removal of specified objects) that are then applicable to the providing party. The Corporation or the LLC, as applicable, shall pay the applicable fee or rate per hour for archives research services (subject to increase from time to time to reflect rates then in effect) for the providing party generally. Nothing herein shall be deemed to restrict the access of the providing party to any legal privilege such documents or objects or to impose any liability on the providing party if any such documents or objects are not maintained or preserved by such party. (c) After the Separation Date, each of the LLC and the Corporation (i) shall not operate maintain in effect at its own cost and expense adequate systems and controls to the extent necessary to enable the Persons in the other Group to satisfy their respective reporting, accounting, audit and other obligations and (ii) shall provide, or cause to be provided, to the other party (in such form as waiver of the providing party retains such privilegeinformation for its own use) all financial and other data and information as such requesting party determines necessary or advisable in order to prepare its financial statements and reports or filings with any Governmental Authority.

Agreement for Exchange of Information; Archives. (a) Except in From and after the case Distribution Time until the fifth (5th) anniversary of an Adversarial Action or threatened Adversarial Action, and subject to Section 7.01(b)the Distribution Time, each of Nuance and SpinCoParty, on behalf of itself and each member of its respective Group, shall provideagrees to use commercially reasonable efforts to provide or make available, or cause to be providedprovided or made available, to the other Party and the members of the other Party, at any time after the Distribution’s Group, as soon as reasonably practicable after written request therefor, any Information relating to time periods on (or prior to the Distribution Date a copy thereof) in the possession or under the control of such respective Group, which Nuance or SpinCo, either Party or any member of its respective Group, as applicable, reasonably needs: Group to the extent that (i) such Information relates to the Spinco Business or any Spinco Asset or Spinco Liability (if Spinco is the requesting Party), or relates to the Pluto Business or any Pluto Asset or Pluto Liability (if Pluto is the requesting Party); (ii) such Information is reasonably required by the requesting Party to comply with reporting, disclosure, filing any obligation imposed on the requesting Party under applicable Laws or by a Governmental Authority or securities exchange having jurisdiction over the requesting Party (other than in connection with a Dispute or other requirements imposed on Nuance or SpinCo, claim that one Party or any member of its respective Group, as applicable (including under applicable securities Laws), by any national securities exchange or any Governmental Authority having jurisdiction over Nuance or SpinCo, Group has against the other Party or any member of its respective Group, as applicable; (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, regulatory, litigation or other similar requirements); or (iii) such Information is reasonably required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement; provided, Agreement (other than in connection with a Dispute or other claim that one Party or any request for information member of its Group has against the other Party or any member of its Group). The Party providing Information pursuant to this Section 7.01 6.01(a) shall only be made obligated to provide such Information in good faith the form, condition and limited format in which it then exists, and in no event shall such Party be required to the extent reasonable to satisfy the good faith basis for perform any improvement, modification, conversion, updating or reformatting of any such request. The receiving Party shall use any Information received pursuant to Information, and nothing in this Section 7.01(a6.01(a) solely to shall expand the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentenceParties under Section 6.04. (b) In the event that either Nuance Any provision of Information or SpinCo determines that the disclosure provision of any access to Information pursuant to Section 7.01(a6.01(a) shall be subject to (i) appropriate restrictions for proprietary, privileged or confidential information or (ii) the requirements of any applicable Law. Such provision and access shall be provided only insofar as they are requested for a reason described in Section 6.01(a). (c) From and after the Distribution Time until the fifth (5th) anniversary of the Distribution Time, without limiting the Parties’ rights and obligations in Section 6.01 hereof, each Party shall (i) maintain in effect at its own cost and expense adequate systems and controls necessary to enable the Persons in the other Group to satisfy their respective reporting, accounting, audit and other obligations of which the first Group is aware, and (ii) provide, or cause to be provided, to the other Party (in such form as the providing Party retains such Information for its own use) all financial and other data and Information in such Party’s possession or control as such requesting Party determines necessary or advisable in order to prepare its financial statements and reports or filings with any Governmental Authority. (d) From and after the Distribution Time until the fifth (5th) anniversary of the Distribution Time, without limiting the Parties’ rights and obligations in Section 6.01, upon reasonable written notice, the Parties shall furnish or cause to be furnished to each other and their employees, counsel, auditors and representatives reasonable access, during regular business hours (as in effect from time to time), to such Information and assistance relating to the Spinco Business, the Spinco Assets, the Spinco Liabilities, the Pluto Business, the Pluto Assets and the Pluto Liabilities as is required by applicable Law, including Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or is reasonably necessary for financial reporting and accounting matters (including with respect to the preparation of any financial statements), letters of representation, reports or forms. Each Party shall reimburse the other for reasonable out-of-pocket costs and expenses incurred in assisting the other pursuant to this Section 6.01. Neither Party shall be required by this Section 6.01(d) to take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operations. (e) In the event any Party reasonably determines that any such provision of Information could be commercially detrimental, require any consent that such Party does not have, violate any Law or Contract Contract, or waive or jeopardize result in the waiver any attorney-client privilegePrivilege, attorney work product protection or the Parties shall, and shall cause each other similar privilege or doctrinemember of their respective Groups to, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both Nuance and SpinCo shall take all commercially reasonable measures to permit the compliance with Section 7.01(a) such obligations in a manner that avoids any such harm or consequence. (f) Each of Pluto and Spinco agrees that it will only process Personal Data provided to it by the members of the other Group in accordance with all applicable privacy and data protection Laws and will implement and maintain at all times appropriate technical and organizational measures to protect such Personal Data against unauthorized or unlawful processing and accidental loss, destruction, damage, alteration and disclosure. Both Nuance In addition, each Party agrees to abide by privacy and SpinCo intend that any provision of access to or data protection Laws affecting the furnishing of Information pursuant to this Section 7.01 that would otherwise be within the ambit of any legal privilege shall not operate as waiver disclosure of such privilegePersonal Data to the other Party and will not knowingly process such Personal Data in such a way as to cause the other Party to violate any applicable privacy and data protection Laws.

Agreement for Exchange of Information; Archives. (a) Except in the case of an Adversarial Action or threatened Adversarial Action, and subject Subject to Section 7.01(b)7.11 and any other applicable confidentiality obligations, each of Nuance Pentair and SpinConVent agrees on behalf of itself and, to the extent permitted by applicable Law, on behalf of its respective Group, shall agrees to provide, or cause to be provided, to the other PartyGroup, at any time before, on or after the DistributionDistribution Date, as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in the possession or under the control of such respective Group, Group which Nuance the requesting Party reasonably needs (a) in order to continue to conduct the Pentair Business or SpinCo, or any member of its respective Groupthe Electrical Business, as applicablerelevant, reasonably needs: in the manner in which it was conducted in the 12 months prior to the Distribution Date, (ib) to comply with reporting, disclosure, filing or other requirements imposed on Nuance or SpinCo, or any member of its respective Group, as applicable the requesting Party (including under applicable securities or Tax Laws), ) by any national securities exchange or any a Governmental Authority having jurisdiction over Nuance or SpinCothe requesting Party, or any member of its respective Group, as applicable; (iic) for use in any other judicial, regulatory, administrative administrative, Tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation litigation, Tax or other similar requirements; , in each case other than claims or allegations that one Party to this Agreement has against the other, or (iiid) subject to the foregoing clause (c), to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited (i) the requesting Party provides to the extent other Party: (A) confirmation that it has undertaken a search of systems and records owned or controlled by it and that it was unable to locate the relevant Information; (B) sufficient information as is reasonably required to enable the other Party to identify and locate the Information; and (C) a reasonable to satisfy explanation of why the good faith basis for such request. The receiving requesting Party shall use any Information received pursuant to this Section 7.01(a) solely to requires the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), Information; and (ii) or (iii) of the immediately preceding sentence. (b) In in the event that either Nuance or SpinCo any Party determines that the disclosure any such provision of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any applicable Law or Contract agreement, or waive or jeopardize any privilege otherwise available under applicable Law, including the attorney-client privilege, attorney work product protection or other similar privilege or doctrine, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both Nuance and SpinCo Parties shall take all commercially reasonable measures to permit the compliance with Section 7.01(a) such obligations in a manner that avoids any such harm or consequence. Both Nuance Within a reasonable period after receipt of a request, the receiving Party shall conduct a reasonable and SpinCo intend proportionate search for the requested Information and will at the requesting Party’s expense: (x) deliver copies of such requested Information identified and located as a result of such search to the requesting Party in the original format or such other format as the Parties may agree; and (y) notify the requesting Party in writing as soon as reasonably practicable in the event that any provision of access the requested Information is not in the possession, custody or control of the receiving Party. For the avoidance of doubt, the rights and obligations of any Party described in this Section 7.3 with respect to or the furnishing sharing of Information pursuant related to this Section 7.01 that would otherwise be within Taxes are subject to the ambit of any legal privilege shall not operate as waiver of such privilegerights and obligations described in the Tax Matters Agreement.

Agreement for Exchange of Information; Archives. (a) Except in the case of an Adversarial adversarial Action or threatened Adversarial Actionadversarial Action by either EPC or EHP or a Person or Persons in its Group against the other Party or a Person or Persons in its Group, and subject to Section 7.01(b), each of Nuance EPC and SpinCoEHP, on behalf of its respective GroupGroup (in such capacity, the “Providing Party”), shall provide, or cause to be provided, to the other Party (the “Requesting Party”), at any time after the DistributionEffective Time, as soon as reasonably practicable after written request therefor, any Information relating to time periods on (or prior to the Distribution Date a copy thereof) in the possession or under the control of the Providing Party or its Group Members to the extent that (i) such respective Group, which Nuance or SpinCoInformation relates to the EHP Business, or any member EHP Asset (including, for the avoidance of its respective Groupdoubt, as applicableany EHP Intellectual Property) or EHP Liability, reasonably needs: (i) if EHP is the requesting Party, or to comply with reporting, disclosure, filing or other requirements imposed on Nuance or SpinCothe EPC Business, or any member of its respective GroupEPC Assets or EPC Liability, as applicable (including under applicable securities Laws), by any national securities exchange or any Governmental Authority having jurisdiction over Nuance or SpinCo, or any member of its respective Group, as applicableif EPC is the requesting Party; (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, regulatory, litigation or other similar requirements; or (iii) such Information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement; provided, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of such Information is required by the immediately preceding sentence. (b) In requesting Party to comply with any obligation imposed by any Governmental Authority, including the Commission; provided, however, that, in the event that either Nuance or SpinCo if the Information requested by the requesting Party is not owned by the requesting Party and the Providing Party determines that the disclosure any such provision of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Law or Contract or agreement, or, subject to the provisions of Section 7.08, waive or jeopardize any attorney-client privilege, privilege or attorney work product protection or other similar applicable privilege or doctrineimmunity, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both Nuance EPC and SpinCo EHP shall take all commercially reasonable measures to permit the compliance with this Section 7.01(a) in a manner that avoids any such harm or consequence. Both Nuance EPC and SpinCo EHP intend that any provision of access to or the furnishing of Information pursuant to this Section 7.01 that would otherwise be within the ambit of any legal privilege shall not operate as waiver of such privilege. The Providing Party shall only be obligated to provide such Information in the form, condition and format in which it then exists and in no event shall such Providing Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Information, and nothing in this Section 7.01(a) shall expand the obligations of the Parties under Section 7.04. (b) Without limiting, and subject to, the foregoing, until the first EHP fiscal year end occurring after the Effective Time (and for a reasonable period of time afterwards as required for each of EHP and EPC to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), each of EHP and EPC shall use its commercially reasonable efforts to cooperate with the Requesting Party’s Information requests to enable (i) the Requesting Party to meet its timetable for dissemination of its earnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act and (ii) the Requesting Party’s auditors to timely complete their annual audit and quarterly reviews of financial statements, including, to the extent applicable, such auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, the Commission’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any applicable Laws. As part of such efforts, to the extent requested by the Requesting Party and reasonably necessary for the purposes described in clauses (i) and (ii) of the foregoing sentence, the other Party shall authorize and direct its auditors to make available to the Requesting Party’s auditors, within a reasonable time prior to the date of the Requesting Party’s auditors’ opinion or review report, both (x) the personnel who performed or will perform the annual audits and quarterly reviews of such other Party and (y) work papers related to such annual audits and quarterly reviews, to enable the Requesting Party’s auditors to perform any procedures they consider reasonably necessary to take responsibility for the work of the Requesting Party’s auditors as it relates to the Requesting Party’s auditors’ opinion or report. (c) EPC and EHP each agree that it will only process personal data (as defined by EU Directive 95/46/EC of 24 October 1995) provided to it by the other Group in accordance with all applicable privacy and data protection Law obligations and will implement and maintain at all times appropriate technical and organizational measures to protect such personal data against unauthorized or unlawful processing and accidental loss, destruction, damage, alteration and disclosure. In addition, each Party agrees to provide reasonable assistance to the other Party in respect of any obligations under privacy and data protection legislation affecting the disclosure of such personal data to the other Party and will not knowingly process such personal data in such a way to cause the other Party to violate any of its obligations under any applicable privacy and data protection legislation. (d) To the extent any books or records are subject to restrictions or limitations set forth in the EMA, such restrictions and limitations shall apply to such books or records, notwithstanding any provisions of this Agreement. (e) The Parties’ obligations to provide Information and cooperation with respect to Taxes shall be governed by the TMA, and not by this Section 7.01.

Agreement for Exchange of Information; Archives. (a) Except in the case of an Adversarial Action or threatened Adversarial Action, and subject to Section 7.01(b), each of Nuance DTE Energy and SpinCoDT Midstream, on behalf of its respective Group, shall provide, or cause to be provided, to the other Party, at any time after the Distribution, as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in the possession or under the control of such respective Group, which Nuance DTE Energy or SpinCoDT Midstream, or any member of its respective Group, as applicable, reasonably needs: needs (i) to comply with reporting, disclosure, filing or other requirements imposed on Nuance DTE Energy or SpinCoDT Midstream, or any other member of its respective Group, as applicable (including under applicable securities Laws), by any national securities exchange or any Governmental Authority having jurisdiction over Nuance DTE Energy or SpinCoDT Midstream, or any other member of its respective Group, as applicable; , (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, regulatory, litigation or other similar requirements; requirements or (iii) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence. (b) In the event that either Nuance DTE Energy or SpinCo DT Midstream determines that the disclosure of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Law or Contract or waive or jeopardize any attorney-client privilege, attorney work product protection or other similar privilege or doctrine, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both Nuance DTE Energy and SpinCo DT Midstream shall take all commercially reasonable measures to permit compliance with Section 7.01(a) in a manner that avoids any such harm or consequence. Both Nuance DTE Energy and SpinCo DT Midstream intend that any provision of access to or the furnishing of Information pursuant to this Section 7.01 that would otherwise be within the ambit of any legal privilege shall not operate as waiver of such privilege. (c) Each of DT Midstream and DTE Energy agrees, on behalf of itself and each member of the Group of which it is a member, not to disclose or otherwise waive any privilege or protection attaching to any privileged Information relating to a member of the other Group or relating to or arising in connection with the relationship between the Groups at or prior to the Distribution, without providing prompt written notice to and obtaining the prior written consent of the other (not to be unreasonably withheld, conditioned or delayed). (d) DTE Energy and DT Midstream each agree, on behalf of itself and each member of its respective Group, that it will only process personal data provided to it by the other Group in accordance with all applicable privacy and data protection law obligations (including, to the extent copies of the applicable privacy policies have been provided by one Party to the other, any applicable privacy policies of the DT Midstream Group or the DTE Energy Group, as the case may be) and will implement and maintain at all times appropriate technical and organizational measures to protect such personal data against unauthorized or unlawful processing and accidental loss, destruction, damage, alteration and disclosure. In addition, each Party agrees to provide reasonable assistance to the other Party in respect of any obligations under privacy and data protection legislation affecting the disclosure of such personal data to the other Party and will not knowingly process such personal data in such a way as to cause the other Party to violate any of its obligations under any applicable privacy and data protection legislation. (e) Without limiting the generality of the foregoing, at any time after the Distribution, if any member of the DTE Energy Group identifies any Information in its possession or under its control (i) that pertains to any DT Midstream Group facilities before the Distribution and (ii) which has not already been delivered to DT Midstream prior to or in connection with the Distribution, it shall deliver such Information as soon as reasonably practicable to DT Midstream, subject to the provisions of this Article VII. For the avoidance of doubt, nothing in this Section 7.01(e) shall require any member of the DTE Energy Group to conduct any general search or investigation of its files for such Information.

Agreement for Exchange of Information; Archives. (a) Except in the case Each of an Adversarial Action or threatened Adversarial Action, Brink’s and subject to Section 7.01(b), each of Nuance and SpinCoBHS, on behalf of its respective Group, shall agrees to provide, or cause to be provided, to the other PartyGroup, at any time before or after the DistributionDistribution Date, as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in the possession or under the control of such respective Group, which Nuance or SpinCo, or any member of its respective Group, as applicable, Group that the requesting Party reasonably needs: needs (i) to comply with reporting, disclosure, filing or other requirements imposed on Nuance or SpinCo, the requesting Party or any member of its respective Group, as applicable Group (including under applicable securities Laws), or tax laws) by any national securities exchange or any a Governmental Authority having jurisdiction over Nuance the requesting Party or SpinCosuch member, or any member of its respective Group, as applicable; (ii) for use in any other judicial, regulatory, administrative administrative, tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation litigation, tax or other similar requirements; , in each case other than claims or allegations that one Party to this Agreement has against the other, or (iii) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence. (b) In the event that either Nuance or SpinCo Party determines that the disclosure any such provision of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Law law or Contract agreement or waive or jeopardize any attorney-client privilege, attorney work product protection or other similar privilege or doctrine, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both Nuance and SpinCo Parties shall take all commercially reasonable measures to permit the compliance with Section 7.01(a) such obligations in a manner that avoids any such harm or consequence. (b) After the Distribution Date, BHS shall have access during regular business hours (as in effect from time to time) to the documents and objects of historic significance that relate to the BHS Business that are located in archives retained or maintained by Brink’s. Both Nuance BHS may obtain copies (but not originals) of documents for bona fide business purposes and SpinCo intend may obtain objects for exhibition purposes for commercially reasonable periods of time if required for bona fide business purposes, provided that BHS shall cause any provision such objects to be returned promptly in the same condition in which they were delivered to BHS and BHS shall comply with any rules, procedures or other requirements, and shall be subject to any restrictions (including prohibitions on removal of specified objects), that are then applicable to Brink’s. Nothing herein shall be deemed to restrict the access to or the furnishing of Information pursuant to this Section 7.01 that would otherwise be within the ambit of any legal privilege shall member of the Brink’s Group to any such documents or objects or to impose any liability on any member of the Brink’s Group if any such documents or objects are not operate as waiver of such privilegemaintained or preserved by Brink’s.

Agreement for Exchange of Information; Archives. (a) Except in After the case Effective Time (or such earlier time as the parties may agree) and until the fifth anniversary of an Adversarial Action or threatened Adversarial Action, and subject to Section 7.01(b)the date of this Agreement, each of Nuance GGP and SpinCoSpinco, on behalf of its respective Group, shall agrees to provide, or cause to be provided, to the other Party, at any time after the DistributionGroup, as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in the possession or under the control of such respective Group, Group which Nuance or SpinCo, or any member of its respective Group, as applicable, the requesting party reasonably needs: needs (i) to comply with reporting, disclosure, filing or other requirements imposed on Nuance or SpinCo, or any member of its respective Group, as applicable the requesting party (including under applicable securities Laws), ) by any national securities exchange or any a Governmental Authority having jurisdiction over Nuance or SpinCothe requesting party, or any member of its respective Group, as applicable; (ii) for use in any other judicialto carry out its human resources functions or to establish, regulatoryassume or administer its benefit plans or payroll functions, administrative or other proceeding or (iii) in order to satisfy audit, accounting, regulatory, litigation accounting or other similar requirements; requirements (except as otherwise provided in Section 4.1(d)), or (iiiiv) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence. (b) In the event that either Nuance or SpinCo any party determines that the disclosure any such provision of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Law or Contract agreement, or waive or jeopardize any attorney-client privilege, attorney work product protection or other similar privilege or doctrine, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both Nuance and SpinCo parties shall take all commercially reasonable measures to permit the compliance with Section 7.01(a) such obligations in a manner that avoids any such harm or consequence. Both Nuance . (b) After the Effective Time (or such earlier time as the parties may agree) and SpinCo intend until the fifth anniversary of the date of this Agreement, (i) Spinco and its authorized accountants, counsel and other designated representatives shall have access during regular business hours (as in effect from time to time) to the documents and objects of historic significance that relate to the Spinco Business that are located in archives retained or maintained by any provision member of the GGP Group, and (ii) Spinco may obtain copies (but not originals unless it is a Spinco Asset) of documents for bona fide business purposes and may obtain objects for exhibition purposes for commercially reasonable periods of time if required for such bona fide business purposes; provided, that Spinco shall cause any such objects to be returned promptly in the same condition in which they were delivered to Spinco and Spinco shall comply with any rules, procedures or other requirements, and shall be subject to any restrictions (including prohibitions on removal of specified objects), that are then applicable to GGP; provided, further, that, notwithstanding any provisions of this Section 4.1(b), any request for Information or access to Representatives in connection with any Third Party Claims shall be subject to Section 4.7. Nothing herein shall be deemed to restrict the access of any member of the GGP Group to any such documents or objects or to impose any liability on any member of the furnishing GGP Group if any such documents or objects are not maintained or preserved by GGP. (c) After the Effective Time (or such earlier time as the parties may agree) and until the fifth anniversary of Information pursuant the date of this Agreement, (i) GGP and its authorized accountants, counsel and other designated representatives shall have access during regular business hours (as in effect from time to time) to the documents and objects of historic significance that relate to the GGP Business that are located in archives retained or maintained by any member of the Spinco Group and (ii) GGP may obtain copies (but not originals unless it is not a Spinco Asset) of documents for bona fide business purposes and may obtain objects for exhibition purposes for commercially reasonable periods of time if required for such bona fide business purposes; provided, that GGP shall cause any such objects to be returned promptly in the same condition in which they were delivered to GGP and GGP shall comply with any rules, procedures or other requirements, and shall be subject to any restrictions (including prohibitions on removal of specified objects), that are then applicable to Spinco; provided, further, that, notwithstanding any provisions of this Section 7.01 that would otherwise 4.1(c), any request for Information or access to Representatives in connection with any Third Party Claims shall be within subject to Section 4.7. Nothing herein shall be deemed to restrict the ambit access of any legal privilege member of the Spinco Group to any such documents or objects or to impose any liability on any member of the Spinco Group if any such documents or objects are not maintained or preserved by Spinco. (d) Without limiting the generality of the foregoing, until the second Spinco fiscal year end occurring after the Effective Time (and for a reasonable period of time afterwards as required for each of GGP and Spinco to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), each of GGP and Spinco shall not operate as waiver use its commercially reasonable efforts to cooperate with the other party’s Information requests to enable (i) the other party to meet its timetable for dissemination of its earnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K, and (ii) the other party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such privilegeparty, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 and the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder.

Agreement for Exchange of Information; Archives. (a) Except in the case of an Adversarial Action or threatened Adversarial ActionAction by either party hereto or any Person in such party’s Group against the other party hereto or any Person in its Group, and subject to Section 7.01(b7.1(b), each of Nuance and SpinCo, on behalf of its respective Group, party shall provide, or cause to be provided, to the other Partyparty or any member of its Group, at any time before or after the DistributionClosing, as soon as reasonably practicable after written request therefor, any all Information relating to time periods on or prior to the Distribution Date in the possession or under the control of its Group (and access to the Personnel of its Group during normal business hours and upon reasonable notice in connection with the discussion and explanation of such respective GroupInformation), which Nuance or SpinCo, or any member of its respective Group, as applicable, the other party’s Group reasonably needs: requests and is necessary or reasonably advisable (i) to comply with reporting, disclosure, filing or other requirements imposed on Nuance or SpinCo, or any member of its respective Group, as applicable (including under applicable securities Laws), Law or imposed by any national securities exchange or any Governmental Authority having jurisdiction over Nuance or SpinCosuch Person, or any member of its respective Group, as applicable; (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, regulatory, litigation or other similar requirements; or , (iii) to comply with its obligations under this Agreement or any Ancillary Agreement; providedAgreement or (iv) in connection with owning, that developing, selling, transferring, leasing, managing and financing any request for information pursuant to this Section 7.01 shall be made in good faith and limited to of the extent reasonable to satisfy Transferred Properties and/or the good faith basis for such requestTransferred Entities. The receiving Party party shall use any Information received pursuant to this Section 7.01(a7.1(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii), (iii) or (iiiiv) of the immediately preceding sentence. (b) In Subject to the last sentence of this Section 7.1(b), in the event that either Nuance SHC or SpinCo Seritage, as applicable, reasonably determines that the disclosure exchange of any Information pursuant to Section 7.01(a7.1(a) could be commercially detrimentalcompetitively sensitive, violate any Law applicable Law, agreement or Contract policy (including SHC’s or Seritage’s written privacy policies) or waive or jeopardize any attorney-client privilege, privilege or attorney work product protection or other similar privilege or doctrineprotection, such Party party shall not be required to provide access to or furnish such Information to the other Partyparty; provided, however, that both Nuance and SpinCo the parties shall take all commercially reasonable measures to permit compliance with with Section 7.01(a7.1 (a) in a manner that avoids any such harm or consequenceconsequence (as reasonably determined by the Group providing the Information). Both Nuance SHC and SpinCo Seritage intend that any provision of access to or the furnishing of Information pursuant to this Section 7.01 7.1 that would otherwise be within the ambit of any legal privilege shall not operate as waiver of such privilege. (c) Each party shall, and shall cause the members of its Group to, use and maintain the Information provided by the other party or member of such other party’s Group in accordance with all applicable privacy and data protection Laws, and shall implement and maintain at all times appropriate measures to protect any personal data against unauthorized or unlawful processing and accidental loss, destruction, damage, alteration and disclosure. (d) The party requesting Information shall reimburse the other party for the reasonable out-of-pocket costs and expenses, if any, in complying with a request for Information pursuant to this Article VII. (e) The parties hereto agree that from and after the Closing Date, the Seritage Information shall be owned by Seritage and shall not be owned by any member of the SHC Group for purposes of this Agreement (including without limitation this Article VII) or otherwise. Notwithstanding the foregoing, nothing in this Agreement shall prohibit any member of the SHC Group from using retained Seritage Information as is necessary or reasonably advisable (i) to comply with reporting, disclosure, filing or other requirements under applicable Law or imposed by any national securities exchange or any Governmental Authority having jurisdiction over such Person, (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, regulatory, litigation or other similar requirements or (iii) to comply with its obligations under this Agreement or any Ancillary Agreement.

Agreement for Exchange of Information; Archives. (a) Except in the case of an Adversarial adversarial Action or threatened Adversarial Actionadversarial Action by either Honeywell or AdvanSix or a Person or Persons in its Group against the other Party or a Person or Persons in its Group, and subject to Section 7.01(b), each of Nuance Honeywell and SpinCoAdvanSix, on behalf of its respective Group, shall provide, or cause to be provided, to the other Party, at any time after the Distribution, as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in the possession or under the control of such respective Group, which Nuance Honeywell or SpinCoAdvanSix, or any member of its respective Group, as applicable, reasonably needs: needs (i) to comply with reporting, disclosure, filing or other requirements imposed on Nuance Honeywell or SpinCoAdvanSix, or any member of its respective Group, as applicable (including under applicable securities Laws), by any national securities exchange or any Governmental Authority having jurisdiction over Nuance Honeywell or SpinCoAdvanSix, or any member of its respective Group, as applicable; , (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, regulatory, litigation or other similar requirements; requirements or (iii) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence. (b) In the event that either Nuance Honeywell or SpinCo AdvanSix determines that the disclosure exchange of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Law or Contract agreement or waive or jeopardize any attorney-client privilege, privilege or attorney work product protection or other similar privilege or doctrineprotection, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both Nuance Honeywell and SpinCo AdvanSix shall take all commercially reasonable measures to permit compliance with Section 7.01(a) in a manner that avoids any such harm or consequence. Both Nuance Honeywell and SpinCo AdvanSix intend that any provision of access to or the furnishing of Information pursuant to this Section 7.01 that would otherwise be within the ambit of any legal privilege shall not operate as waiver of such privilege. (c) Each of AdvanSix and Honeywell agrees, on behalf of itself and each member of the Group of which it is a member, not to disclose or otherwise waive any privilege or protection attaching to any privileged Information relating to a member of the other Group or relating to or arising in connection with the relationship between the Groups prior to the Distribution, without providing prompt written notice to and obtaining the prior written consent of the other (not to be unreasonably withheld or delayed). (d) Honeywell and AdvanSix each agrees that it will only process personal data provided to it by the other Group in accordance with all applicable privacy and data protection Laws and obligations (including any applicable privacy policies of the AdvanSix Group or the Honeywell Group, as the case may be) and will implement and maintain at all times appropriate technical and organizational measures to protect such personal data against unauthorized or unlawful processing and accidental loss, destruction, damage, alteration and disclosure. In addition, each Party agrees to provide reasonable assistance to the other Party in respect of any obligations under privacy and data protection legislation affecting the disclosure of such personal data to the other Party and will not knowingly process such personal data in such a way to cause the other Party to violate any of its obligations under any applicable privacy and data protection legislation.

Agreement for Exchange of Information; Archives. (a) Except in Without limiting any rights or obligations under any Ancillary Agreement between the case Parties and/or any other member of an Adversarial Action or threatened Adversarial Action, and subject their respective Groups relating to Section 7.01(b)confidentiality, each of Nuance IAC and SpinCoExpedia agrees to provide, on behalf of and to cause its Representatives, its Group members and its respective Group, shall Group members’ Representatives to provide, or cause to be provided, to the other Group and any member thereof (a “Requesting Party”), at any time before, on or after the DistributionEffective Date, subject to the provisions of Section 9.04 and as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in within the possession or under the control of such respective Group, Party or one of such Persons which Nuance or SpinCo, or any member of its respective Group, as applicable, the Requesting Party reasonably needs: needs (i) to comply with reporting, disclosure, filing or other requirements imposed on Nuance or SpinCo, or any member of its respective Group, as applicable the Requesting Party (including under applicable securities Laws), laws) by any national securities exchange or any a Governmental Authority having jurisdiction over Nuance or SpinCothe Requesting Party, or any member of its respective Group, as applicable; (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation or similar requirements of the Requesting Party, in each case other similar requirements; than claims or allegations that one Party to this Agreement or any of its Group members has or brings against the other Party or any of its Group members, or (iii) subject to the foregoing clause (ii) above, to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence. (b) In the event that either Nuance or SpinCo any Party determines that the disclosure any such provision of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Applicable Law or Contract agreement, or waive or jeopardize any attorney-client privilege, attorney work product protection or other similar privilege or doctrine, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both Nuance and SpinCo Parties shall take all commercially reasonable measures to permit the compliance with Section 7.01(a) such obligations in a manner that avoids any such harm or consequence. Both Nuance More particularly, and SpinCo intend without limitation to the generality of the foregoing sentence, the Parties agree that any provision the provisions of the Tax Sharing Agreement shall govern with respect to the sharing of Information relating to Tax. (b) After the Effective Time, Expedia and the other members of Expedia Group shall have access during regular business hours (as in effect from time to time), and upon reasonable advance notice, to the documents and objects of historic significance that relate to the Separated Businesses, the Separated Assets or the furnishing Separated Entities and that are located in archives retained or maintained by IAC or any other member of Information pursuant IAC Group. Expedia and the other members of Expedia Group may obtain copies (but not originals) of documents for bona fide business purposes and may obtain objects for exhibition purposes for commercially reasonable periods of time if required for bona fide business purposes, provided that Expedia shall cause any such objects to be returned promptly, at Expedia’s expense, in the same condition in which they were delivered to Expedia or any other member of Expedia Group and Expedia and the other members of Expedia Group shall comply with any rules, procedures or other requirements, and shall be subject to any restrictions (including prohibitions on removal of specified objects), that are then applicable to IAC or such other member of IAC Group. In any event, the foregoing shall not be deemed to restrict the access of IAC or any other member of IAC Group to any such documents or objects. Nothing herein shall be deemed to impose any Liability on IAC or any other member of IAC Group if documents or objects referred to in this Section 7.01 9.01 are not maintained or preserved by IAC or any other member of IAC Group. Alternatively, IAC, acting reasonably, may request from Expedia and any other member of Expedia Group that would otherwise they provide it, with reasonable advance notice, with a list of the requested Information that relates to the Separated Businesses, the Separated Assets or the Separated Entities and IAC shall use, and shall cause the other members of IAC Group who are in possession of the Information requested to use, commercially reasonable efforts to locate all requested Information that is owned or possessed by IAC or any of its Group members or Representatives. IAC will make available all such Information for inspection by Expedia or any other relevant member of Expedia Group during normal business hours at the place of business reasonably designated by IAC. Subject to such confidentiality or security obligations as IAC or the other relevant members of its Group may reasonably deem necessary, Expedia and the other relevant members of Expedia Group may have all requested Information duplicated. Alternatively, IAC or the other relevant members of IAC Group may choose to deliver to Expedia, at Expedia’s expense, all requested Information in the form reasonably requested by Expedia or any other member of Expedia Group. At IAC’s request, Expedia shall cause such Information when no longer needed to be within the ambit of any legal privilege shall not operate as waiver of such privilegereturned to IAC at Expedia’s expense.

Agreement for Exchange of Information; Archives. (a) Except in the case of an Adversarial Action or threatened Adversarial Action, and subject Subject to Section 7.01(b)7.11 and any other applicable confidentiality obligations, each of Nuance Pentair and SpinConVent agrees on behalf of itself and, to the extent permitted by applicable Law, on behalf of its respective Group, shall agrees to provide, or cause to be provided, to the other PartyGroup, at any time before, on or after the DistributionDistribution Date, as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in the possession or under the control of such respective Group, Group which Nuance the requesting Party reasonably needs (a) in order to continue to conduct the Pentair Business or SpinCo, or any member of its respective Groupthe Electrical Business, as applicablerelevant, reasonably needs: in the manner in which it was conducted in the twelve (i12) months prior to the Distribution Date, (b) to comply with reporting, disclosure, filing or other requirements imposed on Nuance or SpinCo, or any member of its respective Group, as applicable the requesting Party (including under applicable securities or Tax Laws), ) by any national securities exchange or any a Governmental Authority having jurisdiction over Nuance or SpinCothe requesting Party, or any member of its respective Group, as applicable; (iic) for use in any other judicial, regulatory, administrative administrative, Tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation litigation, Tax or other similar requirements; , in each case other than claims or allegations that one Party to this Agreement has against the other, or (iiid) subject to the foregoing clause (c), to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited (i) the requesting Party provides to the extent other Party: (A) confirmation that it has undertaken a search of systems and records owned or controlled by it and that it was unable to locate the relevant Information; (B) sufficient information as is reasonably required to enable the other Party to identify and locate the Information; and (C) a reasonable to satisfy explanation of why the good faith basis for such request. The receiving requesting Party shall use any Information received pursuant to this Section 7.01(a) solely to requires the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), Information; and (ii) or (iii) of the immediately preceding sentence. (b) In in the event that either Nuance or SpinCo any Party determines that the disclosure any such provision of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any applicable Law or Contract agreement, or waive or jeopardize any privilege otherwise available under applicable Law, including the attorney-client privilege, attorney work product protection or other similar privilege or doctrine, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both Nuance and SpinCo Parties shall take all commercially reasonable measures to permit the compliance with Section 7.01(a) such obligations in a manner that avoids any such harm or consequence. Both Nuance Within a reasonable period after receipt of a request, the receiving Party shall conduct a reasonable and SpinCo intend proportionate search for the requested Information and will at the requesting Party’s expense: (x) deliver copies of such requested Information identified and located as a result of such search to the requesting Party in the original format or such other format as the Parties may agree; and (y) notify the requesting Party in writing as soon as reasonably practicable in the event that any provision of access the requested Information is not in the possession, custody or control of the receiving Party. For the avoidance of doubt, the rights and obligations of any Party described in this Section 7.3 with respect to or the furnishing sharing of Information pursuant related to this Section 7.01 that would otherwise be within Taxes are subject to the ambit of any legal privilege shall not operate as waiver of such privilegerights and obligations described in the Tax Matters Agreement.

Agreement for Exchange of Information; Archives. (a) Except in the case of an Adversarial Action or threatened Adversarial Action, and subject to Section 7.01(b), each of Nuance Parent and SpinCo, on behalf of its respective Group, shall provide, or cause to be provided, to the other Party, at any time after the Distribution, as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in the possession or under the control of such respective Group, which Nuance Parent or SpinCo, or any member of its respective Group, as applicable, reasonably needs: (i) reasonably needs to comply with reporting, disclosure, filing or other requirements imposed on Nuance Parent or SpinCo, or any member of its respective Group, as applicable (including under applicable securities Laws), by any national securities exchange or any Governmental Authority having jurisdiction over Nuance Parent or SpinCo, or any member of its respective Group, as applicable; (ii) requests for use in any other judicial, regulatory, administrative or other proceeding Action or Internal Investigation, including possible Actions or Internal Investigations anticipated in order good faith, or to satisfy audit, accounting, regulatory, litigation or other similar requirements; or (iii) reasonably needs to comply with its obligations under this Agreement or any Ancillary Agreement; provided, provided that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to used only for the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements purposes described in clause (i), (ii) or (iii) of the immediately preceding sentencethis paragraph. (b) In the event that either Nuance Parent or SpinCo determines in good faith that the disclosure of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Law or Contract or waive or jeopardize any attorney-client privilege, attorney work product protection or other similar privilege or doctrine, such Party shall not be required may restrict such information to provide viewing by the other Party’s attorneys’ and experts’ eyes only before providing access to or furnish furnishing such Information to the other Party; provided, however, that both Nuance Parent and SpinCo shall take all commercially reasonable measures to permit compliance with Section 7.01(a) in a manner that avoids any such harm or consequence. Both Nuance The Parties and SpinCo intend that the applicable members of their respective Groups shall cooperate reasonably to preserve any provision attorney-client privilege, work product protection, joint defense, common interest or other privilege as to third parties as may be available in connection with each Group’s participation in an Action, including by negotiating and executing joint defense and/or common interest agreements to implement and/or supersede the provisions of access to Section 6.11 or the furnishing of Information pursuant to this Section 7.01 that would otherwise be within the ambit of any legal privilege shall not operate as waiver of such privilegewhere necessary or useful for this purpose.

Agreement for Exchange of Information; Archives. (a) Except in the case of an Adversarial Action or threatened Adversarial Action, At all times from and subject to Section 7.01(b), each of Nuance and SpinCo, on behalf of its respective Group, shall provide, or cause to be provided, to the other Party, at any time after the DistributionDistribution Date for a period of seven years, as soon as reasonably practicable after written request therefor, any Information relating request: (i) SDS shall afford (or cause to time periods on or prior be afforded) to the Distribution Date Availability Group and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or provide copies of, all Information in the possession or under the control of such respective Group, which Nuance the SDS Group immediately following the Distribution Date that relates to the Availability Business or SpinCo, the employees of a member of the Availability Group or is reasonably required by any member of its respective Groupthe Availability Group in connection with such member’s obligations under this Agreement or any Ancillary Agreement; and (ii) AS SpinCo shall afford (or cause to be afforded) to the SDS Group and their authorized accountants, as applicablecounsel and other designated representatives, reasonable access during normal business hours to, or provide copies of, all Information in the possession or under the control of the Availability Group immediately following the Distribution Date that relates to the business of SDS (including the Availability Business prior to the Distribution Date) or the employees of a member of the SDS Group or is reasonably needs: required by any member of the SDS Group in connection with such member’s obligations under this Agreement or any Ancillary Agreement; provided, however, that in the event either AS SpinCo or SDS determines that any such provision of access to Information would be commercially detrimental in any material respect, violate any Law or agreement or waive any attorney-client privilege, the work product doctrine or any other applicable privilege, the Parties shall take all reasonable measures to permit compliance with such obligations in a manner that avoids any such harm or consequences. Notwithstanding this Section 6.01(a), the Parties agree that the provisions of the Tax Sharing Agreement shall govern with respect to the sharing of Tax Information. (b) After the Distribution Date, either Party may request Information under Section 6.01(a): (i) to comply with reporting, disclosure, filing or other requirements imposed on Nuance or SpinCo, or any member of its respective Group, as applicable (including under applicable securities Laws), the requesting Party by any national securities exchange or any a Governmental Authority having jurisdiction over Nuance or SpinCo, or any member of its respective Group, as applicablethe requesting Party; (ii) other than in connection with any Action pursuant to Section 6.07, for use in any other judicial, regulatory, administrative administrative, Tax or other proceeding or in order to satisfy audit, accounting, regulatoryclaims defense, litigation regulatory filings, litigation, Tax or other similar requirements; (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes; or (iiiiv) to prepare its financial statements; or (v) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence. (bc) In After the event that either Nuance or SpinCo determines that the disclosure date hereof, each of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Law or Contract or waive or jeopardize any attorney-client privilege, attorney work product protection or other similar privilege or doctrine, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both Nuance SDS and AS SpinCo shall take all commercially reasonable measures maintain in effect at its own cost and expense, adequate systems and controls to permit compliance with Section 7.01(a) in a manner that avoids any such harm or consequence. Both Nuance satisfy their respective legal hold, regulatory, reporting, accounting, audit and SpinCo intend that any provision of access to or the furnishing of Information pursuant to this Section 7.01 that would otherwise be within the ambit of any legal privilege shall not operate as waiver of such privilegeother obligations.

Agreement for Exchange of Information; Archives. (a) Except in Without limiting any rights or obligations under any Other Ancillary Agreement between the case Parties and/or any other member of an Adversarial Action or threatened Adversarial Actiontheir respective Groups relating to confidentiality, each Party agrees to provide, and subject to Section 7.01(b)cause its Representatives, each of Nuance its Group members and SpinCo, on behalf of its respective Group, shall Group members’ Representatives to provide, or cause to be provided, to the other Group and any member thereof (a “Requesting Party”), at any time before, on or after the DistributionContribution Effective Time, subject to the provisions of Section 6.04 and as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in within the possession or under the control of such respective Group, Party or one of such Persons which Nuance or SpinCo, or any member of its respective Group, as applicable, the Requesting Party reasonably needs: needs (i) to comply with reporting, disclosure, filing or other requirements imposed on Nuance or SpinCo, or any member of its respective Group, as applicable the Requesting Party (including under applicable securities Laws), laws) by any national securities exchange or any a Governmental Authority having jurisdiction over Nuance or SpinCothe Requesting Party, or any member of its respective Group, as applicable; (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation or similar requirements of the Requesting Party, in each case other similar requirements; than claims or allegations that one Party to this Agreement or any of its Group members has or brings against the other Party or any of its Group members, or (iii) subject to the foregoing clause (ii) above, to comply with its obligations under this Agreement or any Other Ancillary Agreement; provided, however, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence. (b) In the event that either Nuance or SpinCo any Party determines that the disclosure any such provision of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Applicable Law or Contract agreement, or waive or jeopardize any attorney-client privilege, attorney work product protection or other similar privilege or doctrine, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both Nuance and SpinCo Parties shall take all commercially reasonable measures to permit the compliance with Section 7.01(a) such obligations in a manner that avoids any such harm or consequence. (b) After the Contribution Effective Time, NewCo and the other members of the HomeAdvisor Group shall have access during regular business hours (as in effect from time to time), and upon reasonable advance notice, to the documents and objects of historical significance that relate to the HomeAdvisor Business, the HomeAdvisor Assets, NewCo or the HomeAdvisor Entities and that are located in archives retained or maintained by IAC or any other member of the IAC Group. Both Nuance NewCo and SpinCo intend the other members of the HomeAdvisor Group may obtain copies (but not originals) of documents for bona fide business purposes and may obtain objects for exhibition purposes for commercially reasonable periods of time if required for bona fide business purposes, provided that NewCo shall cause any provision such objects to be returned promptly, at NewCo’s expense, in the same condition in which they were delivered to NewCo or to any member of the HomeAdvisor Group and the other members of the HomeAdvisor Group shall comply with any rules, procedures or other requirements, and shall be subject to any restrictions. In any event, the foregoing shall not be deemed to restrict the access of IAC or any other member of the IAC Group to any such documents or objects. Nothing herein shall be deemed to impose any Liability on IAC or any other member of the IAC Group if documents or objects referred to in this Section 6.01 are not maintained or preserved by IAC or any other member of the IAC Group. Alternatively, IAC, acting reasonably, may request from NewCo and any other member of the HomeAdvisor Group that they provide IAC with reasonable advance notice, with a list of the requested Information that relates to the HomeAdvisor Business, HomeAdvisor Assets, NewCo or the HomeAdvisor Entities and IAC shall use, and shall cause the other members of the IAC Group that are in possession of the Information requested to use, commercially reasonable efforts to locate all requested Information that is owned or possessed by IAC or any of its Group members or Representatives. IAC will make available all such Information for inspection by NewCo or any other relevant member of the HomeAdvisor Group during normal business hours at the place of business reasonably designated by IAC. Subject to such confidentiality or security obligations as IAC or the other relevant members of its Group may reasonably deem necessary, NewCo and the other relevant members of the HomeAdvisor Group may have all requested Information duplicated. Alternatively, IAC or the other relevant members of the IAC Group may choose to deliver to NewCo, at NewCo’s expense, all requested Information in the form reasonably requested by NewCo or the HomeAdvisor Group. At IAC’s request, NewCo shall cause such Information when no longer needed to be returned to IAC at NewCo’s expense. (c) NewCo shall make available and shall cause the HomeAdvisor Group to make available to the IAC Group at least the level of access provided by the IAC Group under Section 6.01(b) to or the furnishing of Information pursuant to this Section 7.01 that would otherwise be within the ambit of any legal privilege shall not operate as waiver of such privilegeNewCo.

Agreement for Exchange of Information; Archives. (a) Except in the case Each of an Adversarial Action or threatened Adversarial Action, ATI and subject to Section 7.01(b), each of Nuance and SpinCoTeledyne Technologies, on behalf of itself and its respective Group, shall agrees to provide, or cause to be provided, to the each other PartyGroup, at any time before or after the DistributionDistribution Date, as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in the possession or under the control of such respective Group, Group which Nuance or SpinCo, or any member of its respective Group, as applicable, the requesting party reasonably needs: requires (i) to comply with reporting, disclosure, filing or other requirements imposed on Nuance or SpinCo, or any member of its respective Group, as applicable the requesting party (including under applicable securities Laws), or tax laws) by any national securities exchange or any a Governmental Authority having jurisdiction over Nuance or SpinCothe requesting party, or any member of its respective Group, as applicable; (ii) for use in any other judicial, regulatory, administrative administrative, tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation litigation, tax or other similar requirements; , or (iii) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence. (b) In the event that either Nuance or SpinCo any party determines that the disclosure any such provision of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Law law or Contract agreement, or waive or jeopardize any attorney-client privilege, attorney work product protection or other similar privilege or doctrine, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both Nuance and SpinCo parties shall take all commercially reasonable measures to permit the compliance with Section 7.01(a) such obligations in a manner that avoids any such harm or consequence. Both Nuance . (b) After the Distribution Date, each of ATI and SpinCo intend Teledyne Technologies shall have access during regular business hours (as in effect from time to time) to the documents and objects of historic significance that any provision of access relate to or the furnishing of Information pursuant to this Section 7.01 their respective Businesses that would otherwise be within are in the ambit possession of any legal privilege shall not operate as waiver other of such privilegeparties or members of their respective Groups. Any party seeking such access may, at its cost, obtain copies (but not originals) of documents for bona fide business purposes and may obtain objects for exhibition purposes for commercially reasonable periods of time if required for bona fide business purposes, provided that such party shall cause any such objects to be returned promptly in the same condition in which they were delivered and shall comply with any rules, procedures or other requirements, and shall be subject to any restrictions (including prohibitions on removal of specified objects), that are then applicable to the possessing party. (c) After the Distribution Date, (i) Teledyne Technologies shall maintain in effect adequate systems and controls to the extent necessary to enable the members of the ATI Group to

Agreement for Exchange of Information; Archives. (a) Except in the case Each of an Adversarial Action or threatened Adversarial Action, CODI and subject FOX agrees to Section 7.01(b), each of Nuance and SpinCo, on behalf of its respective Group, shall provide, or cause to be provided, to the other Party, at any time after the DistributionEffective Date, as soon as reasonably practicable after reasonable written request therefor, access to any Information relating to time periods on or prior to the Distribution Date information in the possession or under the control of such respective Groupparty that can be retrieved without unreasonable disruption to its business, or other harm or consequence as described in (c) below, which Nuance or SpinCo, or any member of its respective Group, as applicable, the requesting party reasonably needs: needs (i) to comply with reporting, disclosure, filing filing, record retention or other requirements imposed on Nuance or SpinCo, or any member of its respective Group, as applicable the requesting party (including under applicable securities Laws), or tax laws) by any national securities exchange or any Governmental Authority a governmental authority having jurisdiction over Nuance or SpinCothe requesting party, or any member of its respective Group, as applicable; (ii) for use in any other judicial, regulatory, administrative administrative, tax or other proceeding or in order to satisfy audit, accounting, regulatory, litigation litigation, environmental, tax or other similar requirements; , in each case other than claims or allegations that one party to this Agreement has against the other party, or (iii) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence. (b) Subject to Section 1.01(a), after the Effective Date, each of CODI and FOX agrees to provide, or cause to be provided, to the other, as soon as reasonably practicable after reasonable written request therefor, access during regular business hours (as in effect from time to time) to information that relates to the business and operations of such requesting party that is located in archives retained or maintained by the other party (or, if such information does not exclusively relate to a party’s business, to the portions of such information that so exclusively relates), subject to appropriate restrictions for proprietary, Privileged (as defined below) or confidential information and to the requirements of an applicable state and/or federal regulation, to the personnel, properties and information of such party, and only insofar as (i) such access is reasonably required by the other party for legitimate business reasons, (ii) such access is only for the duration required, and (iii) the information relates to such other party or the conduct of its business prior to the Effective Date. FOX or CODI, as applicable, may obtain copies (but not originals) at their own expense of such information for bona fide business purposes. Nothing herein shall be deemed to restrict the access of the providing party to any information or to impose any liability on the providing party if any such information is not maintained or preserved by such party. (c) In the event that either Nuance or SpinCo any party reasonably determines that the disclosure any such provision of any Information pursuant to Section 7.01(a) information could be commercially detrimental, violate any Law law or Contract contractual restriction, or waive or jeopardize result in the waiver of any attorney-client privilegePrivilege, attorney work product protection or other similar privilege or doctrine, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both Nuance and SpinCo parties shall take all commercially reasonable measures to permit the compliance with Section 7.01(a) the provision of information obligations in a manner that avoids any such harm or consequence, which shall include, but not be limited to, compliance with Sections 1.06, 1.07 and 1.08 hereof. Both Nuance For purposes of this Agreement, the term “Privilege” shall mean information and SpinCo intend advice that any provision has been previously developed but is legally protected from disclosure under legal privileges, such as the attorney-client privilege, work product exemption or similar concept of access to or the furnishing of Information pursuant to this Section 7.01 that would otherwise be within the ambit of any legal privilege shall not operate as waiver of such privilegeprotection.

Agreement for Exchange of Information; Archives. (a) Except in the case Each of an Adversarial Action or threatened Adversarial Action, ATI and subject to Section 7.01(b), each of Nuance and SpinCoWater Pik, on behalf of itself and its respective Group, shall agrees to provide, or cause to be provided, to the each other PartyGroup, at any time before or after the DistributionDistribution Date, as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in the possession or under the control of such respective Group, Group which Nuance or SpinCo, or any member of its respective Group, as applicable, the requesting party reasonably needs: requires (i) to comply with reporting, disclosure, filing or other requirements imposed on Nuance or SpinCo, or any member of its respective Group, as applicable the requesting party (including under applicable securities Laws), or tax laws) by any national securities exchange or any a Governmental Authority having jurisdiction over Nuance or SpinCothe requesting party, or any member of its respective Group, as applicable; (ii) for use in any other judicial, regulatory, administrative administrative, tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation litigation, tax or other similar requirements; , or (iii) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence. (b) In the event that either Nuance or SpinCo any party determines that the disclosure any such provision of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Law law or Contract agreement, or waive or jeopardize any attorney-client privilege, attorney work product protection or other similar privilege or doctrine, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both Nuance and SpinCo parties shall take all commercially reasonable measures to permit the compliance with Section 7.01(a) such obligations in a manner that avoids any such harm or consequence. Both Nuance . (b) After the Distribution Date, each of ATI and SpinCo intend Water Pik shall have access during regular business hours (as in effect from time to time) to the documents and objects of historic significance that any provision of access relate to or their respective Businesses that are in the furnishing of Information pursuant to this Section 7.01 that would otherwise be within the ambit possession of any legal privilege shall not operate as waiver other of such privilegeparties or members of their respective Groups. Any party seeking such access may, at its cost, obtain copies (but not originals) of documents for bona fide business purposes and may obtain objects for exhibition purposes for commercially reasonable periods of time if required for bona fide business purposes, provided that such party shall cause any such objects to be returned promptly in the same condition in which they were delivered and shall comply with any rules, procedures or other requirements, and shall be subject to any restrictions (including prohibitions on removal of specified objects), that are then applicable to the possessing party. (c) After the Distribution Date, (i) Water Pik shall maintain in effect adequate systems and controls to the extent necessary to enable the members of the ATI Group to satisfy their respective reporting, accounting, audit and other obligations, and (ii) Water Pik shall provide, or cause to be provided, to ATI, all financial and other data and information as ATI determines necessary or advisable in order to prepare ATI financial statements and reports or filings with any Governmental Authority.

Agreement for Exchange of Information; Archives. (a) Except in the case Each of an Adversarial Action or threatened Adversarial Action, Xxxxxxx-Xxxxx Squibb and subject to Section 7.01(b), each of Nuance and SpinCoXxxxxx, on behalf of its respective Group, shall agrees to provide, or cause to be provided, to the other PartyGroup, at any time before or after the DistributionDistribution Date, as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in the possession or under the control of such respective Group, Group which Nuance or SpinCo, or any member of its respective Group, as applicable, the requesting party reasonably needs: needs (i) to comply with reporting, disclosure, filing or other requirements imposed on Nuance or SpinCo, or any member of its respective Group, as applicable the requesting party (including under applicable securities Laws), laws) by any national securities exchange or any a Governmental Authority having jurisdiction over Nuance or SpinCothe requesting party, or any member of its respective Group, as applicable; (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation or other similar requirements; , in each case other than claims or allegations that one party to this Agreement has against the other or (iii) subject to foregoing clause (ii) above, to comply with its obligations under this Agreement Agreement, or any Ancillary Agreement; providedPROVIDED, HOWEVER, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence. (b) In the event that either Nuance or SpinCo any party determines that the disclosure any such provision of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Law law or Contract agreement, or waive or jeopardize any attorney-client privilege, attorney work product protection or other similar privilege or doctrine, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both Nuance and SpinCo parties shall take all commercially reasonable measures to permit the compliance with Section 7.01(a) such obligations in a manner that avoids any such harm or consequence. Both Nuance and SpinCo intend The parties acknowledge that any provision of access to or the furnishing Tax Sharing Agreement shall govern the exchange of Information pursuant with respect to this Section 7.01 Taxes. (b) After the Distribution Date, Xxxxxx shall have access during regular business hours (as in effect from time to time) to the documents and objects of historic significance that would otherwise relate to the Xxxxxx Business that are located in archives retained or maintained by Xxxxxxx-Xxxxx Squibb. Xxxxxx may obtain copies (but not originals) of documents for bona fide business purposes and may obtain objects for exhibition purposes for commercially reasonable periods of time if required for bona fide business purposes, provided that Xxxxxx shall cause any such objects to be within returned promptly in the ambit same condition in which they were delivered to Xxxxxx and Xxxxxx shall comply with any rules, procedures or other requirements, and shall be subject to any restrictions (including prohibitions on removal of specified objects), that are then applicable to Xxxxxxx-Xxxxx Squibb. Xxxxxx shall pay the applicable fee or rate per hour for archives research services (subject to increase from time to time to reflect rates then in effect for Xxxxxxx-Xxxxx Squibb generally). Nothing herein shall be deemed to restrict the access of any legal privilege member of the Xxxxxxx-Xxxxx Squibb Group to any such documents or objects or to impose any liability on any member of the Xxxxxxx-Xxxxx Squibb Group if any such documents or objects are not maintained or preserved by Xxxxxxx-Xxxxx Squibb. (c) After the date hereof, each of Xxxxxxx-Xxxxx Squibb and Xxxxxx (i) shall not operate maintain in effect at its own cost and expense adequate systems and controls to the extent necessary to enable the members of the other Group to satisfy their respective reporting, accounting, audit and other obligations, and (ii) shall provide, or cause to be provided, to the other party in such form as waiver of the requesting party shall request, at no charge to such privilegerequesting party, all financial and other data and information as such requesting party determines necessary or advisable in order to prepare its financial statements and reports or filings with any Governmental Authority.

Agreement for Exchange of Information; Archives. (a) Except in Each of GECC and the case of an Adversarial Action or threatened Adversarial Action, and subject to Section 7.01(b), each of Nuance and SpinCoCompany, on behalf of itself and its respective Group, shall agrees to provide, or cause to be provided, to the other PartyGroup, at any time before or after the DistributionClosing Date, as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in the possession or under the control of such respective Group, Group which Nuance or SpinCo, or any member of its respective Group, as applicable, the requesting Party reasonably needs: needs (i) to comply with reporting, disclosure, filing or other requirements imposed on Nuance the requesting Party or SpinCo, or any a member of its respective Group, as applicable Group (including under applicable securities or tax Laws), ) under the CALMA or by any national securities exchange or any a Governmental Authority having jurisdiction over Nuance the requesting Party or SpinCo, or any such member of its respective Group, as applicable; (ii) for use in any other judicial, regulatory, administrative administrative, tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation litigation, tax or other similar requirements; , in each case other than claims or allegations that one Party to this Agreement has against the other, or (iii) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any Ancillary AgreementTransaction Document; provided, however, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence. (b) In the event that either Nuance or SpinCo any Party determines that the disclosure any such provision of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Law or Contract agreement, or waive or jeopardize any attorney-client privilege, attorney work product protection or other similar privilege or doctrine, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both Nuance and SpinCo Parties shall take all commercially reasonable measures to permit the compliance with Section 7.01(a) such obligations in a manner that avoids any such harm or consequence. (b) After the Closing Date, the Company shall have access during regular business hours (as in effect from time to time) to the documents and objects of historic significance that relate to the Company Business that are located in archives retained or maintained by any member of the GE Group. Both Nuance The Company may obtain copies (but not originals unless it is a Company Asset) of documents for bona fide business purposes and SpinCo intend may obtain objects for exhibition purposes for commercially reasonable periods of time if required for bona fide business purposes, provided that the Company shall cause any provision such objects to be returned promptly in the same condition in which they were delivered to the Company and the Company shall comply with any rules, procedures or other requirements, and shall be subject to any restrictions (including prohibitions on removal of specified objects), that are then applicable to GECC. The Company shall pay the applicable fee or rate per hour for archives research services (subject to increase from time to time to reflect rates then in effect for GECC generally). Nothing herein shall be deemed to restrict the access to or the furnishing of Information pursuant to this Section 7.01 that would otherwise be within the ambit of any legal privilege member of the GE Group to any such documents or objects or to impose any liability on any member of the GE Group if any such documents or objects are not maintained or preserved by GECC. (c) After the Closing Date, GECC shall have access during regular business hours (as in effect from time to time) to the documents and objects of historic significance that relate to the businesses of any member of the GE Group that are located in archives retained or maintained by any member of the Company Group. Any member of the GE Group may obtain copies (but not operate as waiver originals unless it is a Company Asset) of documents for bona fide business purposes and may obtain objects for exhibition purposes for commercially reasonable periods of time if required for bona fide business purposes, provided that such privilegemember of the GE Group shall cause any such objects to be returned promptly in the same condition in which they were delivered to such member of the GE Group and the members of the GE Group shall comply with any rules, procedures or other requirements, and shall be subject to any restrictions (including prohibitions on removal of specified objects), that are then applicable to the Company. GECC shall pay the applicable fee or rate per hour for archives research services (subject to increase from time to time to reflect rates then in effect for the Company generally). Nothing herein shall be deemed to restrict the access of any member of the Company Group to any such documents or objects or to impose any liability on any member of the Company Group if any such documents or objects are not maintained or preserved by the Company.

Agreement for Exchange of Information; Archives. (a) Except in the case Each of an Adversarial Action or threatened Adversarial Action, RWE and subject to Section 7.01(b), each of Nuance and SpinCoAWW, on behalf of its respective Group, shall agrees to provide, or cause to be provided, to the other PartyGroup, at any time before or after the DistributionSeparation Date, as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in the possession or under the control of such respective Group, Group which Nuance or SpinCo, or any member of its respective Group, as applicable, the requesting party reasonably needs: needs (i) to comply with reporting, disclosure, filing or other requirements imposed on Nuance or SpinCo, or any member of its respective Group, as applicable the requesting party (including under applicable securities or tax Laws), ) by any national securities exchange or any a Governmental Authority having jurisdiction over Nuance the requesting party or SpinCoby accounting requirements, including GAAP and IFRS, or any member of its respective Groupotherwise to comply with applicable Law, as applicable; (ii) for use in any other judicial, regulatory, administrative administrative, tax or other proceeding or in order to satisfy audit, accounting, regulatory, litigation litigation, tax or other similar requirements; , in each case other than claims or allegations that one party to this Agreement has against the other, or (iii) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence. (b) In the event that either Nuance or SpinCo any party determines that the disclosure any such provision of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Law or Contract agreement or waive or jeopardize any attorney-client privilege, privilege or attorney work product protection or other similar privilege or doctrineprotection, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both Nuance and SpinCo parties shall take all commercially reasonable measures to permit the compliance with Section 7.01(a) such obligations in a manner that avoids any such harm or consequence. (b) After the Separation Date, AWW or RWE, as applicable, shall have reasonable access during regular business hours (as in effect from time to time) to the documents, books, records and objects of historic significance that relate to the Business that are located in archives retained or maintained by RWE or AWW, as applicable; provided that such access shall not be unreasonably disruptive to the business or affairs of the party providing such access. Both Nuance AWW or RWE, as applicable, may obtain copies (but not originals) of books, records and SpinCo intend other documents for bona fide business purposes and may obtain originals of books, records and other documents and objects for exhibition purposes for reasonable periods of time if required for bona fide business purposes; provided, however, that AWW or RWE, as applicable, shall cause any provision such books, records or other documents or objects to be returned promptly in the same condition in which they were delivered to such party and shall comply with any rules, procedures or other requirements, and shall be subject to any restrictions that are then applicable to the providing party (including prohibitions on removal of specified objects). Nothing herein shall be deemed to restrict the access of the providing party to any such books, records or other documents or objects or to impose any Liability on the furnishing providing party if any such books, records or other documents or objects are not maintained or preserved by such party. (c) After the Separation Date, each of Information pursuant RWE and AWW (i) shall maintain in effect at its own cost and expense systems and controls to the extent necessary to enable the Persons in the other Group to satisfy their respective reporting, accounting, audit, regulatory and other obligations as in effect from time to time and (ii) shall provide, or cause to be provided, to the other party (in such form as the providing party retains such information for its own use) all financial and other data and information as such requesting party reasonably determines necessary or advisable in order to prepare its financial statements and reports or filings with any Governmental Authority or for budgeting and financial planning purposes. In addition, (A) so long as RWE holds, directly or indirectly, 20% or more of AWW’s voting power, AWW shall continue to prepare consolidated sets of annual and quarterly financial statements, including full balance sheets, income statements, statements of changes in equity, cash flow statements and such additional information as is reasonably required to enable RWE to fulfill its disclosure requirements under European Union and other applicable Law, as well as quarterly full-year forecasts under IFRS (which may only include net income and dividend payments (it being understood that such dividend payments may remain subject to approval and change by the board of directors of AWW), and which need not be provided in the event that such quarterly net income or dividend payments do not vary by more than 5% from the most recently delivered quarterly full-year forecast) and shall provide such financial statements and quarterly full-year forecasts to RWE no later than 20 days after the end of each fiscal year and no later than 20 days after the end of each fiscal quarter and (B) following the date on which RWE no longer holds, directly or indirectly, a majority of AWW’s voting power, AWW shall prepare a consolidated set of financial statements in accordance with IFRS and shall provide such financial statements to RWE at such time as RWE may reasonably request to fulfill its disclosure requirements under European Union and other applicable Law, in each case at AWW’s sole cost and expense. All such financial statements shall be prepared in accordance with IFRS and the “RWE IFRS Accounting Directive” as in effect from time to time and shall be reviewed or audited by RWE’s group auditor (or any other auditor reasonably selected by RWE) at RWE’s request, which review or audit shall be at RWE’s sole cost and expense. All such financial statements and forecasts shall be based on the best information available to AWW at the time such financial statements and forecasts are delivered to RWE. All such financial statements and forecasts and auditor’s reports or opinions shall be submitted to RWE in such format as RWE may reasonably request. Further, so long as RWE holds, directly or indirectly, 10% or more of AWW’s voting power, AWW shall continue to prepare and deliver to RWE, at AWW’s sole cost and expense, the “American Water Monthly Report” in the same format as such report is currently prepared (or in another format reasonably acceptable to RWE) and at the same times as such report is currently delivered. For the avoidance of doubt, each such “American Water Monthly Report” shall include year-to-date actuals and quarterly full-year forecasts (each compared with corresponding budget figures, including with respect to “EBIT” and “Net Income”) and commentaries (including on relevant operational issues and rate case proceedings), and shall be provided to RWE no later than 31 days after the end of each calendar month. RWE shall be entitled to use and rely upon any documents required to be delivered to RWE under this Section 7.01 that would otherwise be within 4.01(c) in preparing its own financial statements and related documents and for any other purposes. RWE shall keep AWW reasonably informed of the ambit schedule for RWE investor relations presentations and other disclosures containing material non-public information of any legal privilege AWW provided to RWE under this Section 4.01(c) and, if practicable, shall not operate as waiver of provide AWW with a reasonable opportunity to review such privilegepresentations and other disclosures prior to the public release thereof.

Agreement for Exchange of Information; Archives. (a) Except in After the case Effective Time (or such earlier time as the parties may agree) and until the fifth anniversary of an Adversarial Action or threatened Adversarial Action, and subject to Section 7.01(b)the date of this Agreement, each of Nuance Leucadia and SpinCoCrimson, on behalf of its respective Group, shall agrees to provide, or cause to be provided, to the other Party, at any time after the DistributionGroup, as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date information in the possession or under the control of such respective Group, Group which Nuance or SpinCo, or any member of its respective Group, as applicable, the requesting party reasonably needs: needs (i) to comply with reporting, disclosure, filing or other requirements imposed on Nuance or SpinCo, or any member of its respective Group, as applicable the requesting party (including under applicable securities Laws), ) by any national securities exchange or any a Governmental Authority having jurisdiction over Nuance or SpinCothe requesting party, or any member of its respective Group, as applicable; (ii) for use in any other judicialto carry out its human resources functions or to establish, regulatoryassume or administer its benefit plans or payroll functions, administrative or other proceeding or (iii) in order to satisfy audit, accounting, regulatory, litigation accounting or other similar requirements; requirements (except as otherwise provided in Section 4.1(d)), or (iiiiv) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence. (b) In the event that either Nuance or SpinCo any party determines that the disclosure any such provision of any Information pursuant to Section 7.01(a) information could be commercially detrimental, violate any Law or Contract agreement, or waive or jeopardize any attorney-client privilege, attorney work product protection or other similar privilege or doctrine, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both Nuance and SpinCo parties shall take all commercially reasonable measures to permit the compliance with Section 7.01(a) such obligations in a manner that avoids any such harm or consequence. (b) After the Effective Time (or such earlier time as the parties may agree) and until the fifth anniversary of the date of this Agreement, (i) Crimson and its authorized accountants, counsel and other designated representatives shall have access during regular business hours (as in effect from time to time) to the documents and objects of historic significance that relate to the Crimson Business that are located in archives retained or maintained by any member of the Leucadia Group, and (ii) Crimson may obtain copies (but not originals) of documents for bona fide business purposes and may obtain objects for exhibition purposes for commercially reasonable periods of time if required for such bona fide business purposes; provided, that Crimson shall cause any such objects to be returned promptly in the same condition in which they were delivered to Crimson and Crimson shall comply with any rules, procedures or other requirements, and shall be subject to any restrictions (including prohibitions on removal of specified objects), that are then applicable to Leucadia. Both Nuance and SpinCo intend that any provision of Nothing herein shall be deemed to restrict the access to or the furnishing of Information pursuant to this Section 7.01 that would otherwise be within the ambit of any legal privilege member of the Leucadia Group to any such documents or objects or to impose any liability on any member of the Leucadia Group if any such documents or objects are not maintained or preserved by Leucadia. (c) After the Effective Time (or such earlier time as the parties may agree) and until the fifth anniversary of the date of this Agreement, (i) Leucadia and its authorized accountants, counsel and other designated representatives shall have access during regular business hours (as in effect from time to time) to the documents and objects of historic significance that relate to the Leucadia Business that are located in archives retained or maintained by any member of the Crimson Group and (ii) Leucadia may obtain copies (but not operate originals) of documents for bona fide business purposes and may obtain objects for exhibition purposes for commercially reasonable periods of time if required for such bona fide business purposes; provided, that Leucadia shall cause any such objects to be returned promptly in the same condition in which they were delivered to Leucadia and Leucadia shall comply with any rules, procedures or other requirements, and shall be subject to any restrictions (including prohibitions on removal of specified objects), that are then applicable to Crimson. Nothing herein shall be deemed to restrict the access of any member of the Crimson Group to any such documents or objects or to impose any liability on any member of the Crimson Group if any such documents or objects are not maintained or preserved by Crimson. (d) Without limiting the generality of the foregoing, until the fifth Crimson fiscal year end occurring after the Effective Time (and for a reasonable period of time afterwards as waiver required for each of Leucadia and Crimson to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Effective Time occurs), each of Leucadia and Crimson shall use its commercially reasonable efforts to cooperate with the other party’s information requests to enable (i) the other party to meet its timetable for dissemination of its earnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with the Exchange Act, and (ii) the other party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such privilegeparty, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 and the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder.

Agreement for Exchange of Information; Archives. (a) Except in the case of an Adversarial adversarial Action or threatened Adversarial Actionadversarial Action by either GRC or FGC against the other Party, and subject to Section 7.01(b), each of Nuance GRC and SpinCo, on behalf of its respective GroupFGC, shall provide, or cause to be provided, to the other Party, at any time after the DistributionSpin-Off, as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date Spin-Off in the possession or under the control of such respective Groupthe other Party, which Nuance GRC or SpinCo, or any member of its respective GroupFGC, as applicable, reasonably needs: needs (i) to comply with reporting, disclosure, filing or other requirements imposed on Nuance GRC or SpinCo, or any member of its respective Group, as applicable FGC (including under applicable securities Lawslaws), by any national securities exchange or any Governmental Authority governmental authority having jurisdiction over Nuance GRC or SpinCoFGC, or any member of its respective Group, as applicable; (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, regulatory, litigation or other similar requirements; requirements or (iii) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence. (b) In the event that either Nuance GRC or SpinCo FGC determines that the disclosure exchange of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Law or Contract agreement or waive or jeopardize any attorney-client privilege, privilege or attorney work product protection or other similar privilege or doctrineprotection, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both Nuance GRC and SpinCo FGC shall take all commercially reasonable measures to permit the compliance with Section 7.01(a) in a manner that avoids any such harm or consequence. Both Nuance GRC and SpinCo FGC intend that any provision of access to or the furnishing of Information pursuant to this Section 7.01 that would otherwise be within the ambit of any legal privilege shall not operate as waiver of such privilege. (c) Each of GRC and FGC agrees not to disclose or otherwise waive any privilege or protection attaching to any privileged Information relating the other or relating to or arising in connection with the relationship between the Parties prior to the Spin-Off, without providing prompt written notice to and obtaining the prior written consent of the other (not to be unreasonably withheld or delayed). (d) GRC and FGC each agree that it will only process personal data provided to it by the other Party in accordance with all applicable privacy and data protection law obligations and will implement and maintain at all times appropriate technical and organizational measures to protect such personal data against unauthorized or unlawful processing and accidental loss, destruction, damage, alteration and disclosure. In addition, each Party agrees to provide reasonable assistance to the other Party in respect of any obligations under privacy and data protection legislation affecting the disclosure of such personal data to the other Party and will not knowingly process such personal data in such a way to cause the other Party to violate any of its obligations under any applicable privacy and data protection legislation.

Agreement for Exchange of Information; Archives. (a) Except in the case of an Adversarial adversarial Action or threatened Adversarial Actionadversarial Action by either ASV, Manitex or Terex or a Person or Persons in its Group against the other Party or a Person or Persons in its Group, and subject to Section 7.01(b5.01(b), each of Nuance ASV and SpinCoManitex and Terex, on behalf of its respective Group, shall provide, or cause to be provided, provide to the other Party, at any time after the DistributionSeparation, as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior reasonable access to the Distribution Date in the possession or under the control documents and employees of such respective GroupParty, which Nuance or SpinCo, or any member of its respective Group, as applicable, the requesting Party reasonably needs: needs (i) to comply with reporting, disclosure, filing filing, notification or other requirements imposed on Nuance or SpinCo, or any member of its respective Group, as applicable (including under applicable securities Laws), by any law, national securities exchange or by any Governmental Authority having jurisdiction over Nuance or SpinCogovernmental authority, or any member of its respective Group, as applicable; (ii) for use in any other judicial, regulatory, administrative or other proceeding Action or in order to satisfy audit, accounting, regulatory, litigation or other similar requirements; requirements or (iii) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information information received pursuant to this Section 7.01(a5.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence. The requesting Party shall reimburse the other Parties for the reasonable direct out-of-pocket costs, if any, resulting from such request and access. No Party shall have any Liability to the other Parties for any information exchanged or provided pursuant to this Agreement, in the absence of willful misconduct. (b) In the event that either Nuance or SpinCo any of the Parties reasonably determines that the disclosure exchange of any Information pursuant to Section 7.01(a5.01(a) could be commercially detrimental, violate any Law or Contract agreement or waive or jeopardize any attorney-client privilege, privilege or attorney work product protection or other similar privilege or doctrineprotection, such Party shall not be required to provide such access to or furnish such Information to the other Party; provided, however, that both Nuance and SpinCo each of the Parties shall take all commercially reasonable measures to permit compliance with Section 7.01(a5.01(a) in a manner that avoids any such harm or consequence. Both Nuance and SpinCo intend Each of the Parties intends that any provision of access to or the furnishing of Information pursuant to this Section 7.01 5.01 that would otherwise be within the ambit of any legal privilege shall not operate as waiver of such privilege. (c) Each of ASV, Manitex and Terex agrees, on behalf of itself and each member of the Group of which it is a member, as applicable, not to disclose or otherwise waive any privilege or protection attaching to any privileged Information relating to a member of the other Group or relating to or arising in connection with the relationship between the Groups prior to the Separation, without providing prompt written notice to and obtaining the prior written consent of the other (not to be unreasonably withheld or delayed).

Agreement for Exchange of Information; Archives. (a) Except in Without limiting any rights or obligations under any Ancillary Agreement between the case Parties and/or any other member of an Adversarial Action or threatened Adversarial Action, and subject their respective Groups relating to Section 7.01(b)confidentiality, each of Nuance Expedia and SpinCoTripAdvisor agrees to provide, on behalf of and to cause its Representatives, its Group members and its respective Group, shall Group members’ Representatives to provide, or cause to be provided, to the other Group and any member thereof (a “Requesting Party”), at any time before, on or after the DistributionEffective Date, subject to the provisions of Section 9.04 and as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in within the possession or under the control of such respective Group, Party or one of such Persons which Nuance or SpinCo, or any member of its respective Group, as applicable, the Requesting Party reasonably needs: needs (i) to comply with reporting, disclosure, filing or other requirements imposed on Nuance or SpinCo, or any member of its respective Group, as applicable the Requesting Party (including under applicable securities Laws), laws) by any national securities exchange or any a Governmental Authority having jurisdiction over Nuance or SpinCothe Requesting Party, or any member of its respective Group, as applicable; (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation or similar requirements of the Requesting Party, in each case other similar requirements; than claims or allegations that one Party to this Agreement or any of its Group members has or brings against the other Party or any of its Group members, or (iii) subject to the foregoing clause (ii) above, to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence. (b) In the event that either Nuance or SpinCo any Party determines that the disclosure any such provision of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Applicable Law or Contract agreement, or waive or jeopardize any attorney-client privilege, attorney work product protection or other similar privilege or doctrine, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both Nuance and SpinCo Parties shall take all commercially reasonable measures to permit the compliance with Section 7.01(a) such obligations in a manner that avoids any such harm or consequence. Both Nuance More particularly, and SpinCo intend without limitation to the generality of the foregoing sentence, the Parties agree that any provision the provisions of the Tax Sharing Agreement shall govern with respect to the sharing of Information relating to Tax. (b) After the Effective Time, TripAdvisor and the other members of TripAdvisor Group shall have access during regular business hours (as in effect from time to time), and upon reasonable advance notice, to the documents and objects of historical significance that relate to the Separated Businesses, the Separated Assets or the furnishing Separated Entities and that are located in archives retained or maintained by Expedia or any other member of Information pursuant the Expedia Group. TripAdvisor and the other members of the TripAdvisor Group may obtain copies (but not originals) of documents for bona fide business purposes and may obtain objects for exhibition purposes for commercially reasonable periods of time if required for bona fide business purposes, provided that TripAdvisor shall cause any such objects to be returned promptly, at TripAdvisor’s expense, in the same condition in which they were delivered to TripAdvisor or any other member of the TripAdvisor Group and TripAdvisor and the other members of the TripAdvisor Group shall comply with any rules, procedures or other requirements, and shall be subject to any restrictions (including prohibitions on removal of specified objects), that are then applicable to Expedia or such other member of the Expedia Group. In any event, the foregoing shall not be deemed to restrict the access of Expedia or any other member of the Expedia Group to any such documents or objects. Nothing herein shall be deemed to impose any Liability on Expedia or any other member of the Expedia Group if documents or objects referred to in this Section 7.01 9.01 are not maintained or preserved by Expedia or any other member of the Expedia Group. Alternatively, Expedia, acting reasonably, may request from TripAdvisor and any other member of the TripAdvisor Group that would otherwise they provide it, with reasonable advance notice, with a list of the requested Information that relates to the Separated Businesses, the Separated Assets or the Separated Entities and Expedia shall use, and shall cause the other members of the Expedia Group that are in possession of the Information requested to use, commercially reasonable efforts to locate all requested Information that is owned or possessed by Expedia or any of its Group members or Representatives. Expedia will make available all such Information for inspection by TripAdvisor or any other relevant member of the TripAdvisor Group during normal business hours at the place of business reasonably designated by Expedia. Subject to such confidentiality or security obligations as Expedia or the other relevant members of its Group may reasonably deem necessary, TripAdvisor and the other relevant members of the TripAdvisor Group may have all requested Information duplicated. Alternatively, Expedia or the other relevant members of the Expedia Group may choose to deliver to TripAdvisor, at TripAdvisor’s expense, all requested Information in the form reasonably requested by TripAdvisor or any other member of the TripAdvisor Group. At Expedia’s request, TripAdvisor shall cause such Information when no longer needed to be within the ambit of any legal privilege shall not operate as waiver of such privilegereturned to Expedia at TripAdvisor’s expense.

Agreement for Exchange of Information; Archives. (a) Except in After the case Closing and until the fifth anniversary of an Adversarial Action or threatened Adversarial Action, and subject to Section 7.01(b)the Closing Date, each of Nuance Atlas and SpinCoAHD, on behalf of its respective Group, shall agrees to provide, or cause to be provided, to the other Party, at any time after the DistributionGroup, as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in the possession or under the control of such respective Group, Group which Nuance or SpinCo, or any member of its respective Group, as applicable, the requesting Party reasonably needs: needs (i) to comply with reporting, disclosure, filing or other requirements imposed on Nuance or SpinCo, or any member of its respective Group, as applicable the requesting Party (including under applicable securities Laws), ) by any national securities exchange or any a Governmental Authority Entity having jurisdiction over Nuance or SpinCothe requesting Party, or any member of its respective Group, as applicable; (ii) for use in any other judicialto carry out its human resources functions or to establish, regulatoryassume or administer its benefit plans or payroll functions, administrative or other proceeding or (iii) in order to satisfy audit, accounting, regulatory, litigation accounting or other similar requirements; , or (iiiiv) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence. (b) In the event that either Nuance or SpinCo any Party determines that the disclosure any such provision of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Law or Contract agreement, or waive or jeopardize any attorney-client privilege, attorney work product protection or other similar privilege or doctrine, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both Nuance and SpinCo Parties shall take all commercially reasonable measures to permit the compliance with Section 7.01(a) such obligations in a manner that avoids any such harm or consequence. Both Nuance Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall require any member of the AHD Group to provide any Restricted Data to any Person. (b) After the Closing and SpinCo intend until the fifth anniversary of the Closing Date, (i) AHD and its authorized accountants, counsel and other designated representatives shall have access during regular business hours (as in effect from time to time) to the documents and objects of historic significance that relate to the AHD Post-Closing Business that are located in archives retained or maintained by any provision member of the Atlas Group, and (ii) AHD may obtain copies of documents for bona fide business purposes and may obtain objects for exhibition purposes for commercially reasonable periods of time if required for such bona fide business purposes; provided, that AHD shall cause any such objects to be returned (a) promptly after the same are no longer being used by AHD or upon reasonable request of Atlas and (b) in the same condition in which they were delivered to AHD and AHD shall comply with any rules, procedures or other requirements, and shall be subject to any restrictions (including prohibitions on removal of specified objects), that are then applicable to Atlas. (c) After the Closing and until the fifth anniversary of the Closing Date, (i) Atlas and its authorized accountants, counsel and other designated representatives shall have access during regular business hours (as in effect from time to time) to the documents and objects of historic significance that relate to the Atlas Post-Closing Business that are located in archives retained or maintained by any member of the furnishing AHD Group and (ii) Atlas may obtain copies of Information pursuant documents for bona fide business purposes and may obtain objects for exhibition purposes for commercially reasonable periods of time if required for such bona fide business purposes; provided, that Atlas shall cause any such objects to this Section 7.01 be returned (a) promptly after the same are no longer being used by Atlas or upon reasonable request of AHD and (b) in the same condition in which they were delivered to Atlas and Atlas shall comply with any rules, procedures or other requirements, and shall be subject to any restrictions (including prohibitions on removal of specified objects), that would otherwise be within the ambit of any legal privilege shall not operate as waiver of such privilegeare then applicable to AHD.

Agreement for Exchange of Information; Archives. (a) Except in the case Each of an Adversarial Action or threatened Adversarial Action, NorthStar Realty and subject to Section 7.01(b), each of Nuance and SpinCoNSAM, on behalf of its respective Group, shall agrees to provide, or cause to be provided, to the other PartyGroup, at any time after before the DistributionDistribution Date or until the fifth anniversary of the date of this Agreement, as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in the possession or under the control of such respective Group, which Nuance or SpinCo, or any member of its respective Group, as applicable, Group that the requesting Party reasonably needs: needs (i) to comply with reporting, disclosure, filing or other requirements imposed on Nuance or SpinCo, the requesting Party or any member of its respective Group, as applicable Group (including under applicable securities Laws), or tax laws) by any national securities exchange or any a Governmental Authority having jurisdiction over Nuance the requesting Party or SpinCosuch member, or any member of its respective Group, as applicable; (ii) for use in any other judicial, regulatory, administrative administrative, tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation litigation, tax or other similar requirements; , in each case other than claims or allegations that one Party to this Agreement has against the other, or (iii) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence. (b) In the event that either Nuance or SpinCo Party determines that the disclosure any such provision of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Law or Contract agreement or waive or jeopardize any attorney-client privilege, attorney work product protection or other similar privilege or doctrine, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both Nuance and SpinCo Parties shall take all commercially reasonable measures to permit the compliance with Section 7.01(a) such obligations in a manner that avoids any such harm or consequence. (b) After the Distribution Date and until the fifth anniversary thereof, each of NorthStar Realty and NSAM shall have access during regular business hours (as in effect from time to time) to the documents that relate, in the case of NorthStar Realty, to the NorthStar Realty Business that are located in archives retained or maintained by NSAM or, in the case of NSAM, to the NSAM Business that are located in archives retained or maintained by NorthStar Realty. Both Nuance Each of NorthStar Realty and SpinCo intend NSAM may obtain copies (but not originals) of documents for bona fide business purposes and may obtain objects for exhibition purposes for commercially reasonable periods of time if required for bona fide business purposes, provided that the Party receiving such objects shall cause any provision such objects to be returned promptly in the same condition in which they were delivered to such Party and that each of NorthStar Realty and NSAM shall comply with any rules, procedures or other requirements, and shall be subject to any restrictions (including prohibitions on removal of specified objects), that are then applicable to the other. Nothing herein shall be deemed to restrict the access of any member of the NorthStar Realty Group or NSAM Group to any such documents or objects or to impose any liability on any member of the NorthStar Realty Group or the furnishing NSAM Group, as applicable, if any such documents are not maintained or preserved by NorthStar Realty or NSAM, as applicable. (c) After the Distribution Date and until the fifth anniversary of Information pursuant the date hereof, each of NorthStar Realty and NSAM (i) shall maintain, or cause to this Section 7.01 that would otherwise be within maintained, in effect at its own cost and expense adequate systems and controls to the ambit extent necessary to enable the members of the other Group to satisfy their respective reporting, accounting, audit and other obligations and (ii) shall provide, or cause to be provided, to the other Party in such form as such other Party shall reasonably request, at no charge to the requesting Party, all financial and other data and information as such requesting Party reasonably determines necessary or advisable in order to prepare its financial statements and reports or filings with any legal privilege shall not operate as waiver of such privilegeGovernmental Authority.

Agreement for Exchange of Information; Archives. (a) Except in From and after the case Distribution Time until the fifth (5th) anniversary of an Adversarial Action or threatened Adversarial Action, and subject to Section 7.01(b)the Distribution Time, each of Nuance and SpinCoParty, on behalf of itself and each member of its respective Group, shall provideagrees to use commercially reasonable efforts to provide or make available, or cause to be providedprovided or made available, to the other Party and the members of the other Party, at any time after the Distribution’s Group, as soon as reasonably practicable after written request therefor, any Information relating to time periods on (or prior to the Distribution Date a copy thereof) in the possession or under the control of such respective Group, which Nuance or SpinCo, either Party or any member of its respective Group, as applicable, reasonably needs: Group to the extent that (i) such Information relates to the Spinco Business or any Spinco Asset or Spinco Liability (if Spinco is the requesting Party), or relates to the Pluto Business or any Pluto Asset or Pluto Liability (if Pluto is the requesting Party); (ii) such Information is reasonably required by the requesting Party to comply with reporting, disclosure, filing any obligation imposed on the requesting Party under applicable Laws or by a Governmental Authority or securities exchange having jurisdiction over the requesting Party (other than in connection with a Dispute or other requirements imposed on Nuance or SpinCo, claim that one Party or any member of its respective Group, as applicable (including under applicable securities Laws), by any national securities exchange or any Governmental Authority having jurisdiction over Nuance or SpinCo, Group has against the other Party or any member of its respective Group, as applicable; (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, regulatory, litigation or other similar requirements); or (iii) such Information is reasonably required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement; provided, Agreement (other than in connection with a Dispute or other claim that one Party or any request for information member of its Group has against the other Party or any member of its Group). The Party providing Information pursuant to this Section 7.01 6.01(a) shall only be made obligated to provide such Information in good faith the form, condition and limited format in which it then exists, and in no event shall such Party be required to the extent reasonable to satisfy the good faith basis for perform any improvement, modification, conversion, updating or reformatting of any such request. The receiving Party shall use any Information received pursuant to Information, and nothing in this Section 7.01(a6.01(a) solely to shall expand the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentenceParties under Section 6.04. (b) In the event that either Nuance Any provision of Information or SpinCo determines that the disclosure provision of any access to Information pursuant to Section 7.01(a6.01(a) could shall be commercially detrimentalsubject to (i) appropriate restrictions for proprietary, violate privileged or confidential information or (ii) the requirements of any Law or Contract or waive or jeopardize any attorney-client privilegeapplicable Law. Such provision and access shall be provided only insofar as they are requested for a reason described in Section 6.01(a). (c) From and after the Distribution Time until the fifth (5th) anniversary of the Distribution Time, attorney work product protection or other similar privilege or doctrinewithout limiting the Parties’ rights and obligations in Section 6.01 hereof, such each Party shall not (i) maintain in effect at its own cost and expense adequate systems and controls necessary to enable the Persons in the other Group to satisfy their respective reporting, accounting, audit and other obligations of which the first Group is aware, and (ii) provide, or cause to be required to provide access to or furnish such Information provided, to the other Party (in such form as the providing Party retains such Information for its own use) all financial and other data and Information in such Party; provided, however, that both Nuance ’s possession or control as such requesting Party determines necessary or advisable in order to prepare its financial statements and SpinCo shall take all commercially reasonable measures to permit compliance reports or filings with Section 7.01(a) in a manner that avoids any such harm or consequence. Both Nuance and SpinCo intend that any provision of access to or the furnishing of Information pursuant to this Section 7.01 that would otherwise be within the ambit of any legal privilege shall not operate as waiver of such privilegeGovernmental Authority.

Agreement for Exchange of Information; Archives. (a) Except in the case Without limiting any rights or obligations under any Related Agreement between HyperScale and ACC and/or any other members of an Adversarial Action or threatened Adversarial Action, and subject their respective Groups relating to Section 7.01(b)confidentiality, each of Nuance HyperScale and SpinCo, on behalf of its respective Group, shall provide, or cause ACC agree to be provided, provide to the other Party, at any time after the DistributionGroup, as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in the possession or under the control of such respective Group, Group which Nuance or SpinCo, or any member of its respective Group, as applicable, the requesting Party reasonably needs: needs (i) to comply with reporting, disclosure, filing or other requirements imposed on Nuance or SpinCo, or any member of its respective Group, as applicable the requesting Party (including under applicable securities Laws), or Tax laws) by any national securities exchange a governmental or any Governmental Authority regulatory authority having jurisdiction over Nuance or SpinCothe requesting Party including in connection with any Registration Statement, or any member of its respective Group, as applicable; (ii) for use in any other judicial, regulatory, administrative administrative, Tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation litigation, Tax or other similar requirements; , or (iii) to comply with its obligations under this Agreement or any Ancillary Related Agreement; provided, however, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence. (b) In the event that either Nuance or SpinCo any Party determines that the disclosure any such provision of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Applicable Law or Contract agreement, or waive or jeopardize any attorney-client privilege, attorney work product protection or other similar privilege or doctrine, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both Nuance and SpinCo Parties shall take all commercially reasonable measures to permit the compliance with Section 7.01(a) such obligations in a manner that avoids any such harm or consequence. Both Nuance HyperScale and SpinCo ACC intend that any provision of access to or the furnishing transfer of Information pursuant to this Section 7.01 that would otherwise be within the ambit of any legal attorney-client privilege shall not operate as a waiver of any potentially applicable privilege. Each Party shall make its employees and facilities available during normal business hours and on reasonable prior notice to provide an explanation of any Information provided hereunder. (b) After the Effective Time, ACC shall provide, or cause to be provided, to HyperScale in such privilegeform as HyperScale shall request, at no charge to Parent, all Information as HyperScale determines necessary or advisable in order to prepare HyperScale financial statements and reports or filings with any governmental or regulatory authority.

Agreement for Exchange of Information; Archives. (a) Except in the case of an Adversarial Action or threatened Adversarial Action, and subject to Section 7.01(b), each of Nuance Honeywell and SpinCo, on behalf of its respective Group, shall provide, or cause to be provided, to the other Party, at any time after the Distribution, as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in the possession or under the control of such respective Group, which Nuance Honeywell or SpinCo, or any member of its respective Group, as applicable, reasonably needs: needs (i) to comply with reporting, disclosure, filing or other requirements imposed on Nuance Honeywell or SpinCo, or any member of its respective Group, as applicable (including under applicable securities Laws), by any national securities exchange or any Governmental Authority having jurisdiction over Nuance Honeywell or SpinCo, or any member of its respective Group, as applicable; , (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, regulatory, litigation or other similar requirements; requirements or (iii) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this this Section 7.01(a7.01 (a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence. (b) In the event that either Nuance Honeywell or SpinCo determines that the disclosure of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Law or Contract or waive or jeopardize any attorney-client privilege, privilege or attorney work product protection or other similar privilege or doctrineprotection, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both Nuance Honeywell and SpinCo shall take all commercially reasonable measures to permit compliance with Section 7.01(a) in a manner that avoids any such harm or consequence. Both Nuance Honeywell and SpinCo intend that any provision of access to or the furnishing of Information pursuant to this Section 7.01 that would otherwise be within the ambit of any legal privilege shall not operate as waiver of such privilege. (c) Each of SpinCo and Honeywell agrees, on behalf of itself and each member of the Group of which it is a member, not to disclose or otherwise waive any privilege or protection attaching to any privileged Information relating to a member of the other Group or relating to or arising in connection with the relationship between the Groups prior to the Distribution, without providing prompt written notice to and obtaining the prior written consent of the other (not to be unreasonably withheld, conditioned or delayed). (d) Honeywell and SpinCo each agrees that it will only process personal data provided to it by the other Group in accordance with all applicable privacy and data protection Laws and obligations (including any applicable privacy policies of the SpinCo Group or the Honeywell Group, as the case may be) and will implement and maintain at all times appropriate technical and organizational measures to protect such personal data against unauthorized or unlawful processing and accidental loss, destruction, damage, alteration and disclosure. In addition, each Party agrees to provide reasonable assistance to the other Party in respect of any obligations under privacy and data protection legislation affecting the disclosure of such personal data to the other Party and will not knowingly process such personal data in such a way as to cause the other Party to violate any of its obligations under any applicable privacy and data protection legislation.

Agreement for Exchange of Information; Archives. (a) Except in the case of an Adversarial Action or threatened Adversarial Action, and subject to Section 7.01(b8.01(b), each of Nuance Honeywell and SpinCo, on behalf of its respective Group, shall provide, or cause to be provided, to the other Party, at any time after the Distribution, as soon as reasonably practicable after written request therefor, (i) any Information relating to time periods on or prior to the Distribution Date in the possession or under the control of such respective Group, which Nuance Honeywell or SpinCo, or any member of its respective Group, as applicable, reasonably needs: needs (iA) to comply with reporting, disclosure, filing or other requirements imposed on Nuance Honeywell or SpinCo, or any member of its respective Group, as applicable (including under applicable securities Laws), by any national securities exchange or any Governmental Authority having jurisdiction over Nuance Honeywell or SpinCo, or any member of its respective Group, as applicable; , (iiB) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, regulatory, litigation or other similar requirements; requirements or (iiiC) to comply with its obligations under this Agreement (other than with respect to those obligations in Section 2.01(a)), any Ancillary Agreement or any Ongoing Relationship Agreement and (ii) all tangible embodiments of any Intellectual Property Rights that are assigned or licensed to such other Party under this Agreement or any Ancillary Agreement, and all Information related thereto, including Software source code and object code in a form reasonably acceptable to the other Party; providedin each case, that any request for information pursuant to this Section 7.01 shall be made that, as of immediately following the Distribution, are in good faith existence and limited in the reasonable possession or control of the assigning or licensing Party or one of its Group members, as applicable, and except to the extent reasonable to satisfy already in the good faith basis for such requestpossession of the receiving Party or one of its Group members. The receiving Party shall use any Information received pursuant to this Section 7.01(a8.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (iA), (iiB) or (iiiC) of the immediately preceding sentence. (b) In the event that either Nuance Honeywell or SpinCo determines that the disclosure of any Information or other materials pursuant to Section 7.01(a8.01(a) could be commercially detrimental, violate any Law or Contract or waive or jeopardize any attorney-client privilege, privilege or attorney work product protection or other similar privilege or doctrineprotection, such Party shall not be required to provide access to or furnish such Information or other materials to the other Party; provided, however, that both Nuance Honeywell and SpinCo shall take all commercially reasonable measures to permit compliance with Section 7.01(a8.01(a) in a manner that avoids any such harm or consequence. Both Nuance Honeywell and SpinCo intend that any provision of access to or the furnishing of Information or other materials pursuant to this Section 7.01 8.01 that would otherwise be within the ambit of any legal privilege shall not operate as waiver of such privilege. (c) Each of SpinCo and Honeywell agrees, on behalf of itself and each member of the Group of which it is a member, not to disclose or otherwise waive any privilege or protection attaching to any privileged Information relating to a member of the other Group or relating to or arising in connection with the relationship between the Groups prior to the Distribution, without providing prompt written notice to and obtaining the prior written consent of the other (not to be unreasonably withheld, conditioned or delayed). (d) Honeywell and SpinCo each agrees that it will only process personal data provided to it by the other Group in accordance with the Data Transfer Agreement.

Agreement for Exchange of Information; Archives. (a) Except in Without limiting any rights or obligations under any Other Ancillary Agreement between the case Parties and/or any other member of an Adversarial Action or threatened Adversarial Actiontheir respective Groups relating to confidentiality, each Party agrees to provide, and subject to Section 7.01(b)cause its Representatives, each of Nuance its Group members and SpinCo, on behalf of its respective Group, shall Group members’ Representatives to provide, or cause to be provided, to the other Group and any member thereof (a “Requesting Party”), at any time before, on or after the DistributionContribution Effective Time, subject to the provisions of Section 6.04 and as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in within the possession or under the control of such respective Group, Party or one of such Persons which Nuance or SpinCo, or any member of its respective Group, as applicable, the Requesting Party reasonably needs: needs (i) to comply with reporting, disclosure, filing or other requirements imposed on Nuance or SpinCo, or any member of its respective Group, as applicable the Requesting Party (including under applicable securities Laws), laws) by any national securities exchange or any a Governmental Authority having jurisdiction over Nuance or SpinCothe Requesting Party, or any member of its respective Group, as applicable; (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation or similar requirements of the Requesting Party, in each case other similar requirements; than claims or allegations that one Party to this Agreement or any of its Group members has or brings against the other Party or any of its Group members, or (iii) subject to the foregoing clause (ii) above, to comply with its obligations under this Agreement or any Other Ancillary Agreement; provided, however, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence. (b) In the event that either Nuance or SpinCo any Party determines that the disclosure any such provision of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Applicable Law or Contract agreement, or waive or jeopardize any attorney-client privilege, attorney work product protection or other similar privilege or doctrine, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both Nuance and SpinCo Parties shall take all commercially reasonable measures to permit the compliance with Section 7.01(a) such obligations in a manner that avoids any such harm or consequence. Both Nuance and SpinCo intend that any provision of access to or the furnishing of Information pursuant to this Section 7.01 that would otherwise be within the ambit of any legal privilege shall not operate as waiver of such privilege.

Agreement for Exchange of Information; Archives. (a) Except in Without limiting any rights or obligations under any Ancillary Agreement between the case Parties and/or any other member of an Adversarial Action or threatened Adversarial Action, and subject their respective Groups relating to Section 7.01(b)confidentiality, each of Nuance Alcan and SpinCoNovelis agrees to provide, on behalf of and to cause its Representatives, its Group members and its respective Group, shall Group members' Representatives to provide, or cause to be provided, to the other Group and any member thereof (a "Requesting Party"), at any time before, on or after the DistributionEffective Date, subject to the provisions of Section 11.04 and as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in within the possession or under the control of such respective Group, Party or one of such Persons which Nuance or SpinCo, or any member of its respective Group, as applicable, the Requesting Party reasonably needs: needs (i) to comply with reporting, disclosure, filing or other requirements imposed on Nuance or SpinCo, or any member of its respective Group, as applicable the Requesting Party (including under applicable securities Laws), laws) by any national securities exchange or any a Governmental Authority having jurisdiction over Nuance or SpinCothe Requesting Party, or any member of its respective Group, as applicable; (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation of the Requesting Party or other similar requirements; , in each case other than claims or allegations that one Party to this Agreement or any of its Group members has or brings against the other Party or any of its Group members, or (iii) subject to the foregoing clause (ii) above, to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence. (b) In the event that either Nuance or SpinCo any Party determines that the disclosure any such provision of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Applicable Law or Contract agreement, or waive or jeopardize any attorney-client attorney‑client privilege, attorney work product protection or other similar privilege or doctrine, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both Nuance and SpinCo Parties shall take all commercially reasonable measures to permit the compliance with Section 7.01(a) such obligations in a manner that avoids any such harm or consequence. Both Nuance More particularly, and SpinCo intend without limitation to the generality of the foregoing sentence, the Parties agree that any provision the provisions of the Tax Sharing and Disaffiliation Agreement shall govern with respect to the sharing of Information relating to Tax and to the extent governed thereby, the provisions of this Article XI shall not apply. After the Effective Time, Novelis and the other members of Novelis Group shall have access during regular business hours (as in effect from time to time), and upon reasonable advance notice, to the documents and objects of historic significance that relate to the Separated Businesses, the Separated Assets or the furnishing Separated Entities and that are located in archives retained or maintained by Alcan or any other member of Information pursuant Alcan Group. Novelis and the other members of Novelis Group may obtain copies (but not originals) of documents for bona fide business purposes and may obtain objects for exhibition purposes for commercially reasonable periods of time if required for bona fide business purposes, provided that Novelis shall cause any such objects to be returned promptly, at Novelis's expense, in the same condition in which they were delivered to Novelis or any other member of Novelis Group and Novelis and the other members of Novelis Group shall comply with any rules, procedures or other requirements, and shall be subject to any restrictions (including prohibitions on removal of specified objects), that are then applicable to Alcan or such other member of Alcan Group. In any event, the foregoing shall not be deemed to restrict the access of Alcan or any other member of Alcan Group to any such documents or objects. Nothing herein shall be deemed to impose any Liability on Alcan or any other member of Alcan Group if documents or objects referred to in this Section 7.01 11.01 are not maintained or preserved by Alcan or any other member of Alcan Group. Alternatively, Alcan, acting reasonably, may request from Novelis and any other member of Novelis Group that would otherwise they provide it, with reasonable advance notice, with a list of the requested Information that relates to the Separated Businesses, the Separated Assets or the Separated Entities and Alcan shall use, and shall cause the other members of Alcan Group who are in possession of the Information requested to use, commercially reasonable efforts to locate all requested Information that is owned or possessed by Alcan or any of its Group members or Representatives. Alcan will make available all such Information for inspection by Novelis or any other relevant member of Novelis Group during normal business hours at the place of business reasonably designated by Alcan. Subject to such confidentiality or security obligations as Alcan or the other relevant members of its Group may reasonably deem necessary, Novelis and the other relevant members of Novelis Group may have all requested Information duplicated. Alternatively, Alcan or the other relevant members of Alcan Group may choose to deliver to Novelis, at Novelis's expense, all requested Information in the form reasonably requested by Novelis or any other member of Novelis Group. At Alcan's request, Novelis shall cause such Information when no longer needed to be within the ambit of any legal privilege shall not operate as waiver of such privilegereturned to Alcan at Novelis's expense.

Agreement for Exchange of Information; Archives. (a) Except in the case Each of an Adversarial Action or threatened Adversarial Action, Collagen and subject to Section 7.01(b), each of Nuance and SpinCoTechnologies, on behalf of its respective Group, shall agrees to provide, or cause to be provided, to the other PartyGroup, at any time before or after the DistributionEffective Date, as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in the possession or under the control of such respective Group, Group which Nuance or SpinCo, or any member of its respective Group, as applicable, the requesting party reasonably needs: needs (i) to comply with reporting, disclosure, filing or other requirements imposed on Nuance or SpinCo, or any member of its respective Group, as applicable the requesting party (including under applicable securities Laws), or tax laws) by any national securities exchange or any a Governmental Authority having jurisdiction over Nuance or SpinCothe requesting party, or any member of its respective Group, as applicable; (ii) for use in any other judicial, regulatory, administrative administrative, tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation litigation, tax or other similar requirements; requirements or (iii) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence. (b) In the event that either Nuance or SpinCo any party determines that the disclosure any such provision of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Law law or Contract agreement, or waive or jeopardize any attorney-attorney client privilege, attorney work product protection or other similar privilege or doctrine, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both Nuance and SpinCo parties shall take all commercially reasonable measures to permit the compliance with Section 7.01(a) such obligations in a manner that avoids any such harm or consequence. (b) After the Effective Date, each of Collagen and Technologies shall have access during regular business hours (as in effect from time to time) to the documents, data and objects of historic significance that relate to the business conducted by such party that are in the possession of the other party. Both Nuance Each party may obtain from the other party copies (but not originals), in paper or electronic format, of documents, data or other objects of historic significance for bona fide business purposes and SpinCo intend the party obtaining such documents, data or other objects of historic significance shall comply with any rules, procedures or other requirements, and shall be subject to any restrictions (including prohibitions on removal of specified objects), that are then applicable to the other party. (c) After the Effective Date, (i) Collagen shall maintain in effect at its own cost and expense adequate systems and controls to the extent necessary to enable the members of the Technologies Group to satisfy their respective financial reporting, accounting, audit, adverse event reporting and other obligations and (ii) Collagen shall provide, or cause to be provided, to Technologies in such form as Technologies shall request, at no charge to Technologies, all financial and other data and information as Technologies determines necessary or advisable in order to prepare Technologies financial statements and reports or filings with any provision of access to or Governmental Authority, including, without limitation, the furnishing of Information pursuant to this Section 7.01 that would otherwise be within Commission and the ambit of any legal privilege shall not operate as waiver of such privilegeUnited States Food and Drug Administration.

Agreement for Exchange of Information; Archives. (a) Except in the case Each of an Adversarial Action or threatened Adversarial Action, Brink’s and subject to Section 7.01(b), each of Nuance and SpinCoBHS, on behalf of its respective Group, shall agrees to provide, or cause to be provided, to the other PartyGroup, at any time before or after the DistributionDistribution Date, as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in the possession or under the control of such respective Group, which Nuance or SpinCo, or any member of its respective Group, as applicable, Group that the requesting Party reasonably needs: needs (i) to comply with reporting, disclosure, filing or other requirements imposed on Nuance or SpinCo, the requesting Party or any member of its respective Group, as applicable Group (including under applicable securities Laws), or tax laws) by any national securities exchange or any a Governmental Authority having jurisdiction over Nuance the requesting Party or SpinCosuch member, or any member of its respective Group, as applicable; (ii) for use in any other judicial, regulatory, administrative administrative, tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation litigation, tax or other similar requirements; , in each case other than claims or allegations that one Party to this Agreement has against the other, or (iii) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence. (b) In the event that either Nuance or SpinCo Party determines that the disclosure any such provision of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Law law or Contract agreement or waive or jeopardize any attorney-client privilege, attorney work product protection or other similar privilege or doctrine, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both Nuance and SpinCo Parties shall take all commercially reasonable measures to permit the compliance with Section 7.01(a) such obligations in a manner that avoids any such harm or consequence. (b) After the Distribution Date, BHS shall have access during regular business hours (as in effect from time to time) to the documents and objects of historic significance that relate to the BHS Business that are located in archives retained or maintained by Brink’s. Both Nuance BHS may obtain copies (but not originals) of documents for bona fide business purposes and SpinCo intend may obtain objects for exhibition purposes for commercially reasonable periods of time if required for bona fide business purposes, provided that BHS shall cause any provision such objects to be returned promptly in the same condition in which they were delivered to BHS and BHS shall comply with any rules, procedures or other requirements, and shall be subject to any restrictions (including prohibitions on removal of specified objects), that are then applicable to Brink’s. Nothing herein shall be deemed to restrict the access to or the furnishing of Information pursuant to this Section 7.01 that would otherwise be within the ambit of any legal privilege member of the Brink’s Group to any such documents or objects or to impose any liability on any member of the Brink’s Group if any such documents or objects are not maintained or preserved by Brink’s. (c) After the date hereof, each of Brink’s and BHS (i) shall not operate maintain in effect at its own cost and expense adequate systems and controls to the extent necessary to enable the members of the other Group to satisfy their respective reporting, accounting, audit and other obligations and (ii) shall provide, or cause to be provided, to the other Party in such form as waiver of such privilegeother Party shall reasonably request, at no charge to the requesting Party, all financial and other data and information as such requesting Party reasonably determines necessary or advisable in order to prepare its financial statements and reports or filings with any Governmental Authority.

Agreement for Exchange of Information; Archives. (a) Except in Each of AT&T and the case of an Adversarial Action or threatened Adversarial Action, and subject to Section 7.01(b), each of Nuance and SpinCoCompany, on behalf of its respective Group, shall agrees to provide, or cause to be provided, to the other PartyGroup, at any time before or after the DistributionEffective Date, as soon as reasonably practicable after written request therefor, access to any Information relating to time periods on the requesting party or prior to the Distribution Date its business in the possession or under the control of such respective Group, Group that can be retrieved without unreasonable disruption to its business which Nuance or SpinCo, or any member of its respective Group, as applicable, the requesting party reasonably needs: needs (i) to comply with reporting, disclosure, filing filing, record retention or other requirements imposed on Nuance or SpinCo, or any member of its respective Group, as applicable the requesting party (including under applicable securities or tax Laws), ) by any national securities exchange or any a Governmental Authority having jurisdiction over Nuance or SpinCothe requesting party, or any member of its respective Group, as applicable; (ii) for use in any other judicial, regulatory, administrative administrative, tax or other proceeding or in order to satisfy audit, accounting, regulatory, litigation litigation, environmental, tax or other similar requirements; , in each case other than claims or allegations that one party to this Agreement or any member of its Group has against the other party or any member of the other party’s Group, or (iii) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any Ancillary Agreement; provided, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence. (b) After the Effective Date, each of the AT&T Group on the one hand, and the Company Group on the other hand, shall provide to such other Group access during regular business hours (as in effect from time to time) to Information that relates to the business and operations of such requesting party prior to the Effective Date that are located in archives retained or maintained by such other Group (or, if such Information does not exclusively relate to a party’s business, to the portions of such Information that so exclusively relate), subject to appropriate restrictions for proprietary, privileged or confidential information and to the requirements of an applicable state and/or federal regulation, and only insofar as such access is reasonably required by the requesting party for legitimate business reasons, and only for the duration such access is required. The Company or AT&T, as applicable, may obtain copies (but not originals) at their own expense of such Information for bona fide business purposes. The Company or AT&T, as applicable, shall pay the applicable fee or rate per hour for archives research services (subject to increase from time to time to reflect rates then in effect) for the providing party generally. Nothing herein shall be deemed to restrict the access of the providing party to any Information or to impose any liability on the providing party if any such Information is not maintained or preserved by such party. (c) After the Effective Date, without limiting the parties’ rights and obligations in Section 5.02 hereof, each of AT&T and the Company (i) shall maintain in effect at its own cost and expense adequate systems and controls to the extent necessary to enable the Persons in the other Group to satisfy their respective reporting, accounting, audit and other obligations, and (ii) shall provide, or cause to be provided, to the other party (in such form as the providing party retains such Information for its own use) all financial and other data and Information in such party’s possession or control as such requesting party determines necessary or advisable in order to prepare its financial statements and reports or filings with any Governmental Authority. (d) After the Effective Date, without limiting the parties’ rights and obligations in Section 5.02 hereof, upon reasonable written notice, the parties shall furnish or cause to be furnished to each other and their employees, counsel, auditors and representatives reasonable access, during normal business hours, to such Information and assistance relating to the Vrio Business, the Vrio Assets and the Vrio Liabilities as is required by applicable Law, including Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or is reasonably necessary for financial reporting and accounting matters (including with respect to the preparation of any financial statements), letters of representation, reports or forms or the defense of any Tax claim or assessment. Each party shall reimburse the other for reasonable out-of-pocket costs and expenses incurred in assisting the other pursuant to this Section 5.02(d). Neither party shall be required by this Section 5.02(d) to take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operations. (e) Nothing in this Section 5.02 shall affect the rights and obligations of any party to the Tax Matters Agreement with respect to the sharing of information related to Taxes. (f) In the event that either Nuance or SpinCo any party reasonably determines that the disclosure any such provision of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Law or Contract Contract, or waive or jeopardize result in the waiver any attorney-client privilege, attorney work product protection or other similar privilege or doctrine, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both Nuance and SpinCo parties shall take all commercially reasonable measures to permit the compliance with Section 7.01(a) such obligations in a manner that avoids any such harm or consequence. Both Nuance and SpinCo intend that any provision of access to or the furnishing of Information pursuant to this Section 7.01 that would otherwise be within the ambit of any legal privilege shall not operate as waiver of such privilege.

Agreement for Exchange of Information; Archives. (a) Except in the case Each of an Adversarial Action or threatened Adversarial Action, Bristol-Myers Squibb and subject to Section 7.01(b), each of Nuance and SpinCoZimmer, on behalf of its respective GroupXxxxx, shall xxxxxx to provide, or cause xx xxuse to be provided, to the other PartyGroup, at any time before or after the DistributionDistribution Date, as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in the possession or under the control of such respective Group, Group which Nuance or SpinCo, or any member of its respective Group, as applicable, the requesting party reasonably needs: needs (i) to comply with reporting, disclosure, filing or other requirements imposed on Nuance or SpinCo, or any member of its respective Group, as applicable the requesting party (including under applicable securities Laws), laws) by any national securities exchange or any a Governmental Authority having jurisdiction over Nuance or SpinCothe requesting party, or any member of its respective Group, as applicable; (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation or other similar requirements; , in each case other than claims or allegations that one party to this Agreement has against the other or (iii) subject to foregoing clause (ii) above, to comply with its obligations under this Agreement Agreement, or any Ancillary Agreement; providedPROVIDED, HOWEVER, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence. (b) In the event that either Nuance or SpinCo any party determines that the disclosure any such provision of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Law law or Contract agreement, or waive or jeopardize any attorney-client privilege, attorney work product protection or other similar privilege or doctrine, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both Nuance and SpinCo parties shall take all commercially reasonable measures to permit the compliance with Section 7.01(a) such obligations in a manner that avoids any such harm or consequence. Both Nuance and SpinCo intend The parties acknowledge that any provision of access to or the furnishing Tax Sharing Agreement shall govern the exchange of Information pursuant with respect to this Section 7.01 Taxes. (b) After the Distribution Date, Zimmer shall have access during regular business hours (as in xxxxxt from time to time) to the documents and objects of historic significance that would otherwise relate to the Zimmer Business that are located in archives retained or mainxxxxxx by Bristol-Myers Squibb. Zimmer may obtain copies (but not origxxxxx) xx xxxuments for xxxx fide business purposes and may obtain objects for exhibition purposes for commercially reasonable periods of time if required for bona fide business purposes, provided that Zimmer shall cause any such objects to be within returned promptly ix xxx same condition in which they were delivered to Zimmer and Zimmer shall comply with any rules, procedures or xxxxx requixxxxxxs, and shall be subject to any restrictions (including prohibitions on removal of specified objects), that are then applicable to Bristol-Myers Squibb. Zimmer shall pay the ambit applicable fee or xxxx xxx xxxx for archxxxx xesearch services (subject to increase from time to time to reflect rates then in effect for Bristol-Myers Squibb generally). Nothing herein shall be deexxx xx xxxxxxct the access of any legal privilege member of the Bristol-Myers Squibb Group to any such documents or objects ox xx xxxxxx xny liability on any member of the Bristol-Myers Squibb Group if any such documents or objects axx xxx xxxxxxined or preserved by Bristol-Myers Squibb. (c) After the date hereof, exxx xx Xxxxxxl-Myers Squibb and Zimmer (i) shall not operate maintain in effect xx xxx xxx xxst and expenxx xxxquate systems and controls to the extent necessary to enable the members of the other Group to satisfy their respective reporting, accounting, audit and other obligations, and (ii) shall provide, or cause to be provided, to the other party in such form as waiver of the requesting party shall request, at no charge to such privilegerequesting party, all financial and other data and information as such requesting party determines necessary or advisable in order to prepare its financial statements and reports or filings with any Governmental Authority.

Agreement for Exchange of Information; Archives. (a) Except in the case of an Adversarial Action or threatened Adversarial Action, and subject to Section 7.01(b8.01(b), each of Nuance Honeywell and SpinCo, on behalf of its respective Group, shall provide, or cause to be provided, to the other Party, at any time after the Distribution, as soon as reasonably practicable after written request therefor, (i) any Information relating to time periods on or prior to the Distribution Date in the possession or under the control of such respective Group, which Nuance Honeywell or SpinCo, or any member of its respective Group, as applicable, reasonably needs: needs (iA) to comply with reporting, disclosure, filing or other requirements imposed on Nuance Honeywell or SpinCo, or any member of its respective Group, as applicable (including under applicable securities Laws), by any national securities exchange or any Governmental Authority having jurisdiction over Nuance Honeywell or SpinCo, or any member of its respective Group, as applicable; , (iiB) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, regulatory, litigation or other similar requirements; requirements or (iiiC) to comply with its obligations under this Agreement (other than with respect to those obligations in Section 2.01(a)), any Ancillary Agreement or any Ongoing Relationship Agreement and (ii) all tangible embodiments of any Intellectual Property Rights that are assigned or licensed to such other Party under this Agreement or any Ancillary Agreement, and all Information related thereto, including Software source code and object code in a form reasonably acceptable to the other Party; providedin each case, that any request for information pursuant to this Section 7.01 shall be made that, as of immediately following the Distribution, are in good faith existence and limited in the reasonable possession or control of the assigning or licensing Party or one of its Group members, as applicable, and except to the extent reasonable to satisfy already in the good faith basis for such requestpossession of the receiving Party or one of its Group members. The receiving Party shall use any Information received pursuant to this Section 7.01(a8.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (iA), (iiB) or (iiiC) of the immediately preceding sentence. (b) In Subject to the Data Transfer Agreement, in the event that either Nuance Honeywell or SpinCo determines that the disclosure of any Information or other materials pursuant to Section 7.01(a8.01(a) could be commercially detrimental, violate any Law or Contract or waive or jeopardize any attorney-client privilege, privilege or attorney work product protection or other similar privilege or doctrineprotection, such Party shall not be required to provide access to or furnish such Information or other materials to the other Party; provided, however, that both Nuance Honeywell and SpinCo shall take all commercially reasonable measures to permit compliance with Section 7.01(a8.01(a) in a manner that avoids any such harm or consequence. Both Nuance Honeywell and SpinCo intend that any provision of access to or the furnishing of Information or other materials pursuant to this Section 7.01 8.01 that would otherwise be within the ambit of any legal privilege shall not operate as waiver of such privilege. (c) Honeywell and SpinCo each agrees that it will only process personal data provided to it by the other Group in accordance with the Data Transfer Agreement.

Agreement for Exchange of Information; Archives. (a) Except in the case of an Adversarial Action or threatened Adversarial ActionAction by any Person in one Group against any Person in the other Group, and subject to Section 7.01(b6.1(b), each Party of Nuance and SpinCo, on behalf of its respective Group, one Group shall provide, or cause to be provided, to each Party of the other PartyGroup or any member of such other Group, at any time before or after the DistributionDistribution Effective Time, as soon as reasonably practicable after written request therefor, any all Information relating to time periods on or prior to the Distribution Date in the possession or under the control of its Group (and access to employees of its Group during normal business hours and upon reasonable notice in connection with the discussion and explanation of such respective GroupInformation), which Nuance or SpinCo, or any member of its respective Group, as applicable, such other Group reasonably needs: requests and is necessary (i) to comply with reporting, disclosure, filing or other requirements imposed on Nuance or SpinCo, or any member of its respective Group, as applicable (including under applicable securities Laws), Law or imposed by any national securities exchange or any Governmental Authority having jurisdiction over Nuance or SpinCosuch Person, or any member of its respective Group, as applicable; (ii) for use in any other judicial, regulatory, administrative or other proceeding Action or in order to satisfy audit, accounting, regulatory, litigation or other similar requirements; requirements or (iii) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a6.1(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence. (b) In Subject to the last sentence of this Section 6.1(b), in the event that either Nuance or SpinCo any Party, as applicable, reasonably determines that the disclosure exchange of any Information pursuant to Section 7.01(a6.1(a) could be commercially detrimental, violate any Law or Contract agreement or waive or jeopardize any attorney-client privilege, privilege or attorney work product protection or other similar privilege or doctrineprotection, such Party shall not be required to provide access to or furnish such Information to the any other Party or any member of such other Party’s Group; provided, however, that both Nuance and SpinCo the Parties shall take all commercially reasonable measures to permit the compliance with Section 7.01(a6.1(a) in a manner that avoids any such harm or consequence. Both Nuance and SpinCo The Parties intend that any provision of access to or the furnishing of Information pursuant to this Section 7.01 6.1 that would otherwise be within the ambit of any legal privilege shall not operate as waiver of such privilege. (c) Except as otherwise provided in the Ancillary Agreements, any Person in one Group will only process Information about individual customers and/or employees, including, names, addresses, telephone numbers, account numbers, customer lists, and demographic, financial and transaction information, in each case provided by the other Group pursuant to this Section 6.1, in accordance with the privacy policies of Distributing existing as of the Distribution Effective Time and all applicable privacy and data protection law obligations and will implement and maintain at all times appropriate technical and organizational measures to protect such personal data against unauthorized or unlawful processing and accidental loss, destruction, damage, alteration and disclosure. In addition, each Party agrees to provide reasonable assistance to any other Party’s Group in respect of any obligations under privacy and data protection Law affecting the disclosure of such personal data to such other Party’s Group and will not knowingly process such personal data in such a way to cause the other Party’s Group to violate any of its obligations under any applicable Law. (d) Any Party requesting Information from another Party shall reimburse such other Party for the reasonable out of pocket costs and expenses, if any, in complying with a request for Information pursuant to this Article VI.

Agreement for Exchange of Information; Archives. (a) Except in the case of an Adversarial Action or threatened Adversarial Action, and subject to Section 7.01(b), each of Nuance DTE Energy and SpinCoDT Midstream, on behalf of its respective Group, shall provide, or cause to be provided, to the other Party, at any time after the Distribution, as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in the possession or under the control of such respective Group, which Nuance DTE Energy or SpinCoDT Midstream, or any member of its respective Group, as applicable, reasonably needs: needs (i) to comply with reporting, disclosure, filing or other requirements imposed on Nuance DTE Energy or SpinCoDT Midstream, or any other member of its respective Group, as applicable (including under applicable securities Laws), by any national securities exchange or any Governmental Authority having jurisdiction over Nuance DTE Energy or SpinCoDT Midstream, or any other member of its respective Group, as applicable; , (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, regulatory, litigation or other similar requirements; requirements or (iii) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence. (b) In the event that either Nuance DTE Energy or SpinCo DT Midstream determines that the disclosure of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Law or Contract or waive or jeopardize any attorney-client privilege, attorney work product protection or other similar privilege or doctrine, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both Nuance DTE Energy and SpinCo DT Midstream shall take all commercially reasonable measures to permit compliance with Section 7.01(a) in a manner that avoids any such harm or consequence. Both Nuance DTE Energy and SpinCo DT Midstream intend that any provision of access to or the furnishing of Information pursuant to this Section 7.01 that would otherwise be within the ambit of any legal privilege shall not operate as waiver of such privilege. (c) Each of DT Midstream and DTE Energy agrees, on behalf of itself and each member of the Group of which it is a member, not to disclose or otherwise waive any privilege or protection attaching to any privileged Information relating to a member of the other Group or relating to or arising in connection with the relationship between the Groups at or prior to the Distribution, without providing prompt written notice to and obtaining the prior written consent of the other (not to be unreasonably withheld, conditioned or delayed). (d) DTE Energy and DT Midstream each agree, on behalf of itself and each member of its respective Group, that it will only process personal data provided to it by the other Group in accordance with all applicable privacy and data protection law obligations (including, to the extent copies of the applicable privacy policies have been provided by one Party to the other, any applicable privacy policies of the DT Midstream Group or the DTE Energy Group, as the case may be) and will implement and maintain at all times appropriate technical and organizational measures to protect such personal data against unauthorized or unlawful processing and accidental loss, destruction, damage, alteration and disclosure. In addition, each Party agrees to provide reasonable assistance to the other Party in respect of any obligations under privacy and data protection legislation affecting the disclosure of such personal data to the other Party and will not knowingly process such personal data in such a way as to cause the other Party to violate any of its obligations under any applicable privacy and data protection legislation.

Agreement for Exchange of Information; Archives. (a) Except in the case of an Adversarial Action or threatened Adversarial ActionAction by either party hereto or any Person in such party’s Group against the other party hereto or any Person in its Group, and subject to Section 7.01(b7.1(b), each of Nuance and SpinCo, on behalf of its respective Group, party shall provide, or cause to be provided, to the other Partyparty or any member of its Group, at any time before or after the DistributionClosing, as soon as reasonably practicable after written request therefor, any all Information relating to time periods on or prior to the Distribution Date in the possession or under the control of its Group (and access to the Personnel of its Group during normal business hours and upon reasonable notice in connection with the discussion and explanation of such respective GroupInformation), which Nuance or SpinCo, or any member of its respective Group, as applicable, the other party’s Group reasonably needs: requests and is necessary or reasonably advisable (i) to comply with reporting, disclosure, filing or other requirements imposed on Nuance or SpinCo, or any member of its respective Group, as applicable (including under applicable securities Laws), Law or imposed by any national securities exchange or any Governmental Authority having jurisdiction over Nuance or SpinCosuch Person, or any member of its respective Group, as applicable; (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, regulatory, litigation or other similar requirements; requirements or (iii) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party party shall use any Information received pursuant to this Section 7.01(a7.1(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence. (b) In Subject to the last sentence of this Section 7.1(b), in the event that either Nuance SHC or SpinCo Seritage, as applicable, reasonably determines that the disclosure exchange of any Information pursuant to Section 7.01(a7.1(a) could be commercially detrimental, violate any Law applicable Law, agreement or Contract policy (including SHC’s or Seritage’s privacy policies) or waive or jeopardize any attorney-client privilege, privilege or attorney work product protection or other similar privilege or doctrineprotection, such Party party shall not be required to provide access to or furnish such Information to the other Partyparty; provided, however, that both Nuance and SpinCo the parties shall take all commercially reasonable measures to permit compliance with Section 7.01(a7.1(a) in a manner that avoids any such harm or consequenceconsequence (as reasonably determined by the Group providing the Information). Both Nuance SHC and SpinCo Seritage intend that any provision of access to or the furnishing of Information pursuant to this Section 7.01 7.1 that would otherwise be within the ambit of any legal privilege shall not operate as waiver of such privilege. (c) Each party shall, and shall cause the members of its Group to, use and maintain the information provided by the other party or member of such other party’s Group in accordance with all applicable privacy and data protection Laws, and shall implement and maintain at all times appropriate measures to protect any personal data against unauthorized or unlawful processing and accidental loss, destruction, damage, alteration and disclosure. (d) The party requesting Information shall reimburse the other party for the reasonable out-of-pocket costs and expenses, if any, in complying with a request for Information pursuant to this Article VII.

Agreement for Exchange of Information; Archives. (a) Except in the case Each of an Adversarial Action or threatened Adversarial Action, OCWEN and subject to Section 7.01(b), each of Nuance and SpinCoALTISOURCE, on behalf of its respective Group, shall agrees to provide, or cause to be provided, to the other PartyGroup, at any time after before the DistributionDistribution Date or until the sixth anniversary thereof, as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in the possession or under the control of such respective Group, which Nuance or SpinCo, or any member of its respective Group, as applicable, Group that the requesting Party reasonably needs: needs (i) to comply with reporting, disclosure, filing or other requirements imposed on Nuance or SpinCo, the requesting Party or any member of its respective Group, as applicable Group (including under applicable securities Laws), or tax laws) by any national securities exchange or any a Governmental Authority having jurisdiction over Nuance the requesting Party or SpinCosuch member, or any member of its respective Group, as applicable; (ii) for use in any other judicial, regulatory, administrative administrative, tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation litigation, tax or other similar requirements; , in each case other than claims or allegations that one Party to this Agreement has against the other, or (iii) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence. (b) In the event that either Nuance or SpinCo Party determines that the disclosure any such provision of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Law law or Contract agreement or waive or jeopardize any attorney-client privilege, attorney work product protection or other similar privilege or doctrine, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both Nuance and SpinCo Parties shall take all commercially reasonable measures to permit the compliance with Section 7.01(a) such obligations in a manner that avoids any such harm or consequence. Both Nuance . (b) After the Distribution Date, until the sixth anniversary thereof, each of OCWEN and SpinCo intend ALTISOURCE shall have access during regular business hours (as in effect from time to time) to the documents that any provision relate, in the case of access OCWEN, to the OCWEN Business that are located in archives retained or maintained by ALTISOURCE or, in the furnishing case of Information pursuant ALTISOURCE, to this Section 7.01 the ALTISOURCE Business that would otherwise be within the ambit of any legal privilege shall not operate as waiver of such privilege.are located in archives retained or 20

Agreement for Exchange of Information; Archives. (a) Except in the case Each of an Adversarial Action or threatened Adversarial Action, Lucent and subject to Section 7.01(b), each of Nuance and SpinCoAvaya, on behalf of its respective Group, shall agrees to provide, or cause to be provided, to the each other PartyGroup, at any time before or after the DistributionDistribution Date, as soon as reasonably practicable after written request therefor, any Information relating to time periods on or prior to the Distribution Date in the possession or under the control of such respective Group, Group which Nuance or SpinCo, or any member of its respective Group, as applicable, the requesting party reasonably needs: needs (i) to comply with reporting, disclosure, filing or other requirements imposed on Nuance or SpinCo, or any member of its respective Group, as applicable the requesting party (including under applicable securities Laws), or tax laws) by any national securities exchange or any a Governmental Authority having jurisdiction over Nuance or SpinCothe requesting party, or any member of its respective Group, as applicable; (ii) for use in any other judicial, regulatory, administrative administrative, tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation litigation, tax or other similar requirements; , in each case other than claims or allegations that one party to this Agreement has against the other or (iii) subject to clause (ii) above, to comply with its obligations under this Agreement, any Ancillary Agreement or any Ancillary AgreementAvaya OFL; provided, however, that any request for information pursuant to this Section 7.01 shall be made in good faith and limited to the extent reasonable to satisfy the good faith basis for such request. The receiving Party shall use any Information received pursuant to this Section 7.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence. (b) In the event that either Nuance or SpinCo any party determines that the disclosure any such provision of any Information pursuant to Section 7.01(a) could be commercially detrimental, violate any Law law or Contract agreement, or waive or jeopardize any attorney-client privilege, attorney work product protection or other similar privilege or doctrine, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that both Nuance and SpinCo parties shall take all commercially reasonable measures to permit the compliance with Section 7.01(a) such obligations in a manner that avoids any such harm or consequence. Both Nuance . (b) After the Distribution Date, Avaya shall have access during regular business hours (as in effect from time to time) to the documents and SpinCo intend objects of historic significance that relate to the Avaya Business that are located in archives retained or maintained by Lucent. (c) After the date hereof, (i) each of Lucent and Avaya shall maintain in effect at its own cost and expense adequate systems and controls to the extent necessary to enable the members of the other Group to satisfy their respective reporting, accounting, audit and other obligations, and (ii) each of Lucent and Avaya shall provide, or cause to be provided, to the other in such form as such other party shall request, at no charge to such other party, all financial and other data and information as such other party determines necessary or advisable in order to prepare its financial statements and reports or filings with any provision of access to or the furnishing of Information pursuant to this Section 7.01 that would otherwise be within the ambit of any legal privilege shall not operate as waiver of such privilegeGovernmental Authority.