Common use of Agreement for Exchange of Information Clause in Contracts

Agreement for Exchange of Information. (a) At all times from and after the Distribution Date, except in the case of an adversarial Action by one Party against another Party (which shall be governed by discovery rules as may be applicable under Article XI, Article XII or otherwise), as soon as reasonably practicable after written request: (i) Ralcorp shall afford to the Post Parties and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at Post’s written request and expense, provide copies of, all records, books, contracts, instruments, data, documents and other information (collectively, “Information”) in the possession or under the control of Ralcorp immediately following the Distribution Date to the extent relating to Post, the Post Business immediately following the Distribution Date or the employees of the Post Business; and (ii) Post shall afford to the Ralcorp Parties and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at Ralcorp’s written request and expense, provide copies of, all Information in the possession or under the control of Post immediately following the Distribution Date to the extent relating to Ralcorp, the Ralcorp Business immediately following the Distribution Date or the employees of the Ralcorp Business or to the extent requested by Ralcorp in connection with the determination or verification of the aggregate amount of cash and cash equivalents held by the Post Parties as of the Distribution Date in order to comply with the provisions of Section 3.01(c); provided, however, that in the event that either Ralcorp or Post determines that any such provision of or access to Information might be commercially detrimental, violate any law or Contract or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) Any Party hereto may request Information under Section 13.01 or Section 13.07: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting Party; (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation or other similar requirements; (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes; or (iv) to comply with its obligations under this Agreement or any Transaction Agreement. (c) Without limiting the generality of the foregoing, until the end of the first full fiscal year of Post occurring after the Distribution Date (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), each Party shall use its commercially reasonable efforts to cooperate with the other Party’s Information requests to enable the other Party to meet its timetable for dissemination of its earnings releases and financial statements and enable such other Party’s independent registered public accounting firm to timely complete their audit of the annual financial statements and review of the quarterly financial statements. (d) Notwithstanding any other provision of this Article XIII, neither Party shall be required to deliver or make available to the other books and records or portions thereof which are subject to any applicable law, rule or regulation or confidentiality agreements which would by their terms prohibit such delivery; provided, however, if requested by the other Party, such Party shall use commercially reasonable efforts to seek a waiver of or other relief from such confidentiality restriction. (e) To the extent any books or records are subject to restrictions or limitations set forth the Employee Matters Agreement, such restrictions and limitations shall apply to such books or records, notwithstanding any provisions of this Agreement. (f) The Parties’ obligations to provide Information and cooperation with respect to taxes shall be governed by the Tax Allocation Agreement, and not by this Section 13.01.

Agreement for Exchange of Information. (a) At all times from and after For a period (the “Period”) of three (3) years following the Distribution DateDate or until the termination of both of the NLOP Advisory Agreements, except in the case of an adversarial Action by one Party against another Party (which shall be governed by discovery rules as may be applicable under Article XI, Article XII or otherwise)whichever is longer, as soon as reasonably practicable after written request: (i) Ralcorp WPC shall afford to any member of the Post Parties NLOP Group and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at Postthe NLOP Group’s written request and expense, provide copies of, all books, records, books, contractsContracts, instruments, data, documents and other information (collectively, “Information”) in the possession or under the control of Ralcorp any member of the WPC Group immediately following the Distribution Date that relates to any member of the extent relating to Post, the Post Business immediately following the Distribution Date NLOP Group or the employees of the Post Business; NLOP Assets and (ii) Post NLOP shall afford to any member of the Ralcorp Parties WPC Group and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at Ralcorpthe WPC Group’s written request and expense, provide copies of, all Information books, records, Contracts, instruments, data, documents and other information in the possession or under the control of Post any member of the NLOP Group immediately following the Distribution Date that relates to any member of the extent relating to Ralcorp, the Ralcorp Business immediately following the Distribution Date WPC Group or the employees of the Ralcorp Business or to the extent requested by Ralcorp in connection with the determination or verification of the aggregate amount of cash and cash equivalents held by the Post Parties as of the Distribution Date in order to comply with the provisions of Section 3.01(c)WPC Assets; provided, however, that in the event that either Ralcorp NLOP or Post determines WPC, as applicable, determine that any such provision of or access to Information might any information in response to a request under this Section 8.1(a) would be commercially detrimentaldetrimental in any material respect, violate any law Law or Contract agreement or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations request in a manner that avoids any such harm or consequence; provided, further, that to the extent specific information-sharing or knowledge-sharing provisions are contained in any of the Ancillary Agreements, such other provisions (and not this Section 8.1(a)) shall govern; provided, further, that the Period shall be extended with respect to requests related to any third party litigation or other dispute filed prior to the end of such period until such litigation or dispute is finally resolved. (b) Any Party hereto may request Information under Section 13.01 or Section 13.07: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting Party; (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation or other similar requirements; (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes; or (iv) to comply with its obligations under this Agreement or any Transaction Agreement. (c) Without limiting the generality of the foregoingSection 8.1(a), until the end of the first full fiscal year of Post occurring after following the Distribution Date (and for a reasonable period of time afterwards thereafter as required for each Party any party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), each Party NLOP shall use its commercially reasonable efforts to cooperate with any requests from any member of the other Party’s Information WPC Group pursuant to Section 8.1(a) and WPC shall use its commercially reasonable efforts to cooperate with any requests from any member of the NLOP Group pursuant to Section 8.1(a), in each case to enable the other requesting Party to meet its timetable for dissemination of its earnings releases and financial statements and to enable such other Partyrequesting party’s independent registered public accounting firm auditors to timely complete their audit of the annual financial statements and review of the quarterly financial statements. (d) Notwithstanding any other provision of this Article XIII, neither Party shall be required to deliver or make available to the other books and records or portions thereof which are subject to any applicable law, rule or regulation or confidentiality agreements which would by their terms prohibit such delivery; provided, however, if requested by the other Party, such Party shall use commercially reasonable efforts to seek a waiver of or other relief from such confidentiality restriction. (e) To the extent any books or records are subject to restrictions or limitations set forth the Employee Matters Agreement, such restrictions and limitations shall apply to such books or records, notwithstanding any provisions of this Agreement. (f) The Parties’ obligations to provide Information and cooperation with respect to taxes shall be governed by the Tax Allocation Agreement, and not by this Section 13.01.

Agreement for Exchange of Information. (a) At all times from and after the Distribution Date, except in the case Date for a period of an adversarial Action by one Party against another Party (which shall be governed by discovery rules as may be applicable under Article XI, Article XII or otherwise)ten years, as soon as reasonably practicable after written request: (i) Ralcorp First Data shall afford to the Post Western Union Parties and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at PostWestern Union’s written request and expense, provide copies of, all records, books, contracts, instruments, data, documents and other information (collectively, “Information”) in the possession or under the control of Ralcorp First Data immediately following the Distribution Date that relates to the extent relating to PostWestern Union, the Post Western Union Business immediately following the Distribution Date or the employees of the Post Western Union Business; and (ii) Post Western Union shall afford to the Ralcorp First Data Parties and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at RalcorpFirst Data’s written request and expense, provide copies of, all Information in the possession or under the control of Post Western Union immediately following the Distribution Date that relates to the extent relating to RalcorpFirst Data, the Ralcorp First Data Business immediately following the Distribution Date or the employees of the Ralcorp Business or to the extent requested by Ralcorp in connection with the determination or verification of the aggregate amount of cash and cash equivalents held by the Post Parties as of the Distribution Date in order to comply with the provisions of Section 3.01(c)First Data Business; provided, however, that in the event that either Ralcorp First Data or Post Western Union determines that any such provision of or access to Information might would be commercially detrimentaldetrimental in any material respect, violate any law or Contract agreement or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) Any Either Party hereto may request Information under Section 13.01 14.1(a) or Section 13.0714.7: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party (including under applicable securities or tax laws) by a Governmental Authority having jurisdiction over the requesting Party; (ii) for use in any other judicial, regulatory, administrative administrative, tax or other proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation litigation, tax or other similar requirements; (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes; or (iv) to comply with its obligations under this Agreement or any Transaction Operating Agreement. (c) Without limiting the generality of the foregoing, until the end of the first full Western Union fiscal year of Post occurring after the Distribution Date (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), each Party shall use its commercially reasonable efforts efforts, to cooperate with the other Party’s Information requests to enable the other Party to meet its timetable for dissemination of its earnings releases and releases, financial statements and enable such other Party’s independent registered public accounting firm auditors to timely complete their audit of the annual financial statements and review of the quarterly financial statements. (d) Notwithstanding any other provision of this Article XIII, neither Party shall be required to deliver or make available to the other books and records or portions thereof which are subject to any applicable law, rule or regulation or confidentiality agreements which would by their terms prohibit such delivery; provided, however, if requested by the other Party, such Party shall use commercially reasonable efforts to seek a waiver of or other relief from such confidentiality restriction. (e) To the extent any books or records are subject to restrictions or limitations set forth the Employee Matters Agreement, such restrictions and limitations shall apply to such books or records, notwithstanding any provisions of this Agreement. (f) The Parties’ obligations to provide Information and cooperation with respect to taxes shall be governed by the Tax Allocation Agreement, and not by this Section 13.01.

Agreement for Exchange of Information. (a) At all times from and after the Distribution Date, except in the case Effective Time for a period of an adversarial Action by one Party against another Party (which shall be governed by discovery rules as may be applicable under Article XI, Article XII or otherwise)seven years, as soon as reasonably practicable after written request: (i) Ralcorp Xxxxxxxx-Xxxxx shall afford to the Post Parties Halyard, its Subsidiaries and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, or at PostHalyard’s written request and expense, provide copies of, all records, books, contracts, instruments, data, documents and other information (collectively, “Information”) in the possession or under the control of Ralcorp Xxxxxxxx-Xxxxx immediately following the Distribution Date Effective Time that relates to the extent relating to PostHalyard, the Post Halyard Business immediately following the Distribution Date or the employees of the Post Halyard Business; and (ii) Post Halyard shall afford to the Ralcorp Parties Xxxxxxxx-Xxxxx, its Subsidiaries and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at Ralcorp’s written request and Xxxxxxxx-Xxxxx’x expense, provide copies of, all Information in the possession or under the control of Post Halyard immediately following the Distribution Date Effective Time that relates to the extent relating to RalcorpXxxxxxxx-Xxxxx, the Ralcorp Retained Business immediately following the Distribution Date or the employees of the Ralcorp Business or to the extent requested by Ralcorp in connection with the determination or verification of the aggregate amount of cash and cash equivalents held by the Post Parties as of the Distribution Date in order to comply with the provisions of Section 3.01(c)Xxxxxxxx-Xxxxx; provided, however, that in the event that either Ralcorp or Post Party determines that any such provision of or access to Information might could be commercially detrimental, violate any law or Contract agreement or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) Any Either Party hereto may request Information under Section 13.01 or Section 13.07: 12.1(a) (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting Party; party, (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation or other similar requirements; , (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes; purposes or (iv) to comply with its obligations under this Agreement or any Transaction Operating Agreement. (c) Without limiting the generality of the foregoing, until the end of the first full fiscal year of Post occurring after the Distribution Date (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), each Party shall use its commercially reasonable efforts to cooperate with the other Party’s Information requests to enable the other Party to meet its timetable for dissemination of its earnings releases and financial statements and enable such other Party’s independent registered public accounting firm to timely complete their audit of the annual financial statements and review of the quarterly financial statements. (d) Notwithstanding any other provision of this Article XIII, neither Party shall be required to deliver or make available to the other books and records or portions thereof which are subject to any applicable law, rule or regulation or confidentiality agreements which would by their terms prohibit such delivery; provided, however, if requested by the other Party, such Party shall use commercially reasonable efforts to seek a waiver of or other relief from such confidentiality restriction. (e) To the extent any books or records are subject to restrictions or limitations set forth the Employee Matters Agreement, such restrictions and limitations shall apply to such books or records, notwithstanding any provisions of this Agreement. (f) The Parties’ obligations to provide Information and cooperation with respect to taxes shall be governed by the Tax Allocation Agreement, and not by this Section 13.01.

Agreement for Exchange of Information. (a) At Subject to Section 9.1(b), Section 9.8 and any other applicable confidentiality obligations, at all times from and after the Distribution Date, except in the case Date for a period of an adversarial Action by one Party against another Party (which shall be governed by discovery rules as may be applicable under Article XI, Article XII or otherwise)six years, as soon as reasonably practicable after written request: (i) Ralcorp NiSource shall afford to the Post Columbia Parties and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at PostColumbia’s written request and expense, provide copies of, all records, books, contracts, instruments, data, documents and other information (collectively, “Information”) Information in the possession or under the control of Ralcorp NiSource immediately following the Distribution Date that relates to the extent relating to PostColumbia, the Post Columbia Business immediately following the Distribution Date or the employees or former employees of the Post Columbia Business; and (ii) Post Columbia shall afford to the Ralcorp NiSource Parties and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at RalcorpNiSource’s written request and expense, provide copies of, all Information in the possession or under the control of Post Columbia immediately following the Distribution Date that relates to the extent relating to RalcorpNiSource, the Ralcorp NiSource Business immediately following the Distribution Date or the employees or former employees of the Ralcorp Business or to the extent requested by Ralcorp in connection with the determination or verification of the aggregate amount of cash and cash equivalents held by the Post Parties as of the Distribution Date in order to comply with the provisions of Section 3.01(c)NiSource Business; provided, however, that in the event that either Ralcorp NiSource or Post Columbia determines that any such provision of or access to Information might would be commercially detrimentaldetrimental in any material respect, violate any law Law or Contract agreement or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequenceconsequence and; provided, further that, with respect to Information that is subject to a retention period that is longer than six years under the policies and procedures of NiSource as in effect on the Distribution Date, the rights and obligations of the parties hereto under the foregoing provisions of this Section 9.1(a) shall apply to such Information for such longer period. (b) Any Party Either party hereto may request Information under Section 13.01 9.1(a) or Section 13.079.7: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party party or any of its Affiliates (including under applicable securities lawsor Tax Laws) by a Governmental Authority having jurisdiction over the such requesting Partyparty or Affiliate thereof; (ii) for use in any other judicial, regulatory, administrative administrative, Tax or other proceeding or anticipated proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation litigation, Tax or other similar requirementsrequirements (other than in connection with any Action or anticipated Action in which any NiSource Party is adverse to any Columbia Party); (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes; or (iv) to comply with its obligations under this Agreement or any Transaction AgreementAgreement or (v) to comply with its obligations under the policies and procedures of NiSource concerning the retention of Information as in effect on the Distribution Date or as amended in accordance with Section 9.4. (c) Without limiting the generality of the foregoing, until the end of the first full Columbia fiscal year of Post occurring after the Distribution Date (and for a reasonable period of time afterwards as required for each Party party hereto to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), each Party party hereto shall use its commercially reasonable efforts to cooperate with the other Partyparty’s Information requests to enable the other Party party to meet its timetable for dissemination of its earnings releases and financial statements and to enable such other Partyparty’s independent registered public accounting firm auditors to timely complete their audit of the annual financial statements and review of the quarterly financial statements. (d) Notwithstanding any other provision of this Article XIII, neither Party shall be required to deliver or make available to the other books and records or portions thereof which are subject to any applicable law, rule or regulation or confidentiality agreements which would by their terms prohibit such delivery; provided, however, if requested by the other Party, such Party shall use commercially reasonable efforts to seek a waiver of or other relief from such confidentiality restriction. (e) To the extent any books or records are subject to restrictions or limitations set forth the Employee Matters Agreement, such restrictions and limitations shall apply to such books or records, notwithstanding any provisions of this Agreement. (f) The Parties’ obligations to provide Information and cooperation with respect to taxes shall be governed by the Tax Allocation Agreement, and not by this Section 13.01.

Agreement for Exchange of Information. (a) At all times from Subject to Section 8.1(b) and after Section 8.8(f), for a period of seven (7) years (the “Access Period”) following the Distribution Date, except in the case of an adversarial Action by one Party against another Party (which shall be governed by discovery rules as may be applicable under Article XI, Article XII or otherwise), as soon as reasonably practicable after written request: request (and using reasonable efforts to do so within five (5) Business Days): (i) Ralcorp DevCo and DevCop OP shall afford to any member of the Post Parties SpinCo Group and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at Postthe SpinCo Group’s written request and expense, provide copies of, all books, records, books, contractsContracts, instruments, data, documents and other information (collectively, “Information”) in the possession or under the control of Ralcorp any member of the DevCo Group immediately following the Distribution Date that relates to any member of the extent relating to Post, the Post Business immediately following the Distribution Date SpinCo Group or the employees of the Post SpinCo Business; , and (ii) Post SpinCo shall afford to any member of the Ralcorp Parties DevCo Group and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at Ralcorpthe DevCo Group’s written request and expense, provide copies of, all Information books, records, Contracts, instruments, data, documents and other information in the possession or under the control of Post any member of the SpinCo Group immediately following the Distribution Date that relates to any member of the extent relating to Ralcorp, the Ralcorp Business immediately following the Distribution Date DevCo Group or the employees of the Ralcorp Business or to the extent requested by Ralcorp in connection with the determination or verification of the aggregate amount of cash and cash equivalents held by the Post Parties as of the Distribution Date in order to comply with the provisions of Section 3.01(c)DevCo Business; provided, however, that in the event that either Ralcorp SpinCo or Post determines SpinCo OP, or DevCo or DevCo OP, as applicable, determine that any such provision of or access to Information might any information in response to a request under this Section 8.1(a) would be commercially detrimentaldetrimental in any material respect, violate any law Law or Contract agreement or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations request in a manner that avoids any such harm or consequence; provided, further, that, in the event that the responding Person, in its sole discretion, determines that complying with such request or the provision of any such information would violate any Law or agreement or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the responding Person shall not be obligated to provide such information; provided, further, that to the extent specific information-sharing or knowledge-sharing provisions are contained in any of the Ancillary Agreements, such other provisions (and not this Section 8.1(a)) shall govern; provided, further, that the Access Period shall be extended with respect to requests (including requests for information subject to a legal hold) related to any third-party litigation or other dispute filed prior to the end of the Access Period until such litigation or dispute is finally resolved. (b) Any Party hereto may A request Information for information under Section 13.01 or Section 13.078.1(a) may be made: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party party (including under applicable securities lawsLaws) by a Governmental Authority having jurisdiction over the such requesting Party; party, (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation litigation, arbitration or other similar requirements; requirements (iii) for use other than in compensationconnection with any action, benefit suit or welfare plan administration or other bona fide business purposes; or (iv) proceeding in which any member of a Group is adverse to comply with its obligations under this Agreement or any Transaction Agreement. (c) Without limiting the generality member of the foregoing, until the end of the first full fiscal year of Post occurring after the Distribution Date (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occursother Group), each Party shall use its commercially reasonable efforts to cooperate with the other Party’s Information requests to enable the other Party to meet its timetable for dissemination of its earnings releases and financial statements and enable such other Party’s independent registered public accounting firm to timely complete their audit of the annual financial statements and review of the quarterly financial statements. (d) Notwithstanding any other provision of this Article XIII, neither Party shall be required to deliver or make available to the other books and records or portions thereof which are subject to any applicable law, rule or regulation or confidentiality agreements which would by their terms prohibit such delivery; provided, however, if requested by the other Party, such Party shall use commercially reasonable efforts to seek a waiver of or other relief from such confidentiality restriction. (e) To the extent any books or records are subject to restrictions or limitations set forth the Employee Matters Agreement, such restrictions and limitations shall apply to such books or records, notwithstanding any provisions of this Agreement. (f) The Parties’ obligations to provide Information and cooperation with respect to taxes shall be governed by the Tax Allocation Agreement, and not by this Section 13.01.,

Agreement for Exchange of Information. (a) At all times from and after the Distribution Date, except in the case Date for a period of an adversarial Action by one Party against another Party ten (which shall be governed by discovery rules as may be applicable under Article XI, Article XII or otherwise)10) years, as soon as reasonably practicable after written request: (i) Ralcorp TSC shall afford to the Post Parties eLoyalty, its Subsidiaries and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at Post’s written request and eLoyalty's expense, provide copies of, all records, books, contracts, instruments, data, documents and other information (collectively, “"Information”") in the possession or under the control of Ralcorp TSC immediately following the Distribution Date that relates to the extent relating to PosteLoyalty, the Post eLoyalty Business immediately following the Distribution Date or the employees of the Post BusinesseLoyalty Employees; and (ii) Post eLoyalty shall afford to the Ralcorp Parties TSC, its Subsidiaries and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at Ralcorp’s written request and TSC's expense, provide copies of, all Information in the possession or under the control of Post eLoyalty immediately following the Distribution Date that relates to the extent relating to RalcorpTSC, the Ralcorp TSC Business immediately following the Distribution Date or the employees of the Ralcorp Business or to the extent requested by Ralcorp in connection with the determination or verification of the aggregate amount of cash and cash equivalents held by the Post Parties as of the Distribution Date in order to comply with the provisions of Section 3.01(c)TSC Employees; provided, however, that in the event that either Ralcorp or Post Party determines that any such provision of or access to Information might could be commercially detrimental, violate any law or Contract agreement or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) Any Either Party hereto may request Information under Section 13.01 or Section 13.07: 14.1(a) (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party party (including under applicable securities or tax laws) by a Governmental Authority having jurisdiction over the requesting Party; party, (ii) for use in any other judicial, regulatory, administrative administrative, tax or other proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation litigation, tax or other similar requirements; , (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes; purposes or (iv) to comply with its obligations under this Agreement or any Transaction Operating Agreement. (c) Without limiting the generality of the foregoing, until the end of the first full fiscal year of Post occurring after the Distribution Date (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), each Party shall use its commercially reasonable efforts to cooperate with the other Party’s Information requests to enable the other Party to meet its timetable for dissemination of its earnings releases and financial statements and enable such other Party’s independent registered public accounting firm to timely complete their audit of the annual financial statements and review of the quarterly financial statements. (d) Notwithstanding any other provision of this Article XIII, neither Party shall be required to deliver or make available to the other books and records or portions thereof which are subject to any applicable law, rule or regulation or confidentiality agreements which would by their terms prohibit such delivery; provided, however, if requested by the other Party, such Party shall use commercially reasonable efforts to seek a waiver of or other relief from such confidentiality restriction. (e) To the extent any books or records are subject to restrictions or limitations set forth the Employee Matters Agreement, such restrictions and limitations shall apply to such books or records, notwithstanding any provisions of this Agreement. (f) The Parties’ obligations to provide Information and cooperation with respect to taxes shall be governed by the Tax Allocation Agreement, and not by this Section 13.01.

Agreement for Exchange of Information. (a) At all times from and after the Distribution Date, except in the case Date for a period of an adversarial Action by one Party against another Party (which shall be governed by discovery rules as may be applicable under Article XI, Article XII or otherwise)seven years, as soon as reasonably practicable after written request: (i) Ralcorp Jefferies shall afford to the Post Parties SpinCo, its Subsidiaries and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, orhours, at PostSpinCo’s written request expense and expense, provide copies of, all records, books, contracts, instruments, data, documents and other information (collectively, “Information”) in the possession or under the control of Ralcorp Jefferies immediately following the Distribution Date that relates to the extent relating to PostSpinCo, the Post Vitesse Business immediately following the Distribution Date or the employees of the Post Vitesse Business; and (ii) Post SpinCo shall afford to the Ralcorp Parties Jefferies, its Subsidiaries and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at Ralcorp’s written request and Jefferies’ expense, provide copies of, all Information in the possession or under the control of Post SpinCo immediately following the Distribution Date that relates to Jefferies, its business (other than the extent relating to Ralcorp, the Ralcorp Business immediately following the Distribution Date Vitesse Business) or the employees of the Ralcorp Business or to the extent requested by Ralcorp in connection with the determination or verification of the aggregate amount of cash and cash equivalents held by the Post Parties as of the Distribution Date in order to comply with the provisions of Section 3.01(c)Jefferies; provided, however, that in the event that either Ralcorp or Post Party determines that any such provision of or access to Information might could be commercially detrimental, violate any law or Contract agreement or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (ba) Any Either Party hereto may request Information under Section 13.01 or Section 13.07: 9.1 (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party party (including under applicable securities or tax laws) by a Governmental Authority having jurisdiction over the requesting Party; party, (ii) for use in any other judicial, regulatory, administrative administrative, tax or other proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation litigation, tax or other similar requirements; , (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes; purposes or (iv) to comply with its obligations under this Agreement or any Transaction Ancillary Agreement. (c) Without limiting the generality of the foregoing, until the end of the first full fiscal year of Post occurring after the Distribution Date (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), each Party shall use its commercially reasonable efforts to cooperate with the other Party’s Information requests to enable the other Party to meet its timetable for dissemination of its earnings releases and financial statements and enable such other Party’s independent registered public accounting firm to timely complete their audit of the annual financial statements and review of the quarterly financial statements. (d) Notwithstanding any other provision of this Article XIII, neither Party shall be required to deliver or make available to the other books and records or portions thereof which are subject to any applicable law, rule or regulation or confidentiality agreements which would by their terms prohibit such delivery; provided, however, if requested by the other Party, such Party shall use commercially reasonable efforts to seek a waiver of or other relief from such confidentiality restriction. (e) To the extent any books or records are subject to restrictions or limitations set forth the Employee Matters Agreement, such restrictions and limitations shall apply to such books or records, notwithstanding any provisions of this Agreement. (f) The Parties’ obligations to provide Information and cooperation with respect to taxes shall be governed by the Tax Allocation Agreement, and not by this Section 13.01.

Agreement for Exchange of Information. (a) At all times from Subject to the terms and after the Distribution Dateconditions of any Ancillary Agreement, and except in the case of an adversarial Action by one Party party hereto against another Party party hereto (which shall be governed by discovery rules as may be applicable under Article XI, Article XII III or otherwise), at all times after the Effective Date, as soon as reasonably practicable after written request: (i) Ralcorp SunEdison shall afford to SSL and the Post Parties and other members of the SSL Group, as well as their authorized accountantsRepresentatives, counsel and other designated representatives reasonable access during normal business hours to, or, at Post’s written request and expense, provide copies of, all records, books, contracts, instruments, data, documents and other information (collectively, “Information”) in the possession or under the control of Ralcorp immediately following the Distribution Date to the extent relating to Post, the Post Business immediately following the Distribution Date or the employees of the Post Business; and (ii) Post shall afford to the Ralcorp Parties and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at RalcorpSSL’s written request and expense, provide copies of, all Information in the possession or under the control of Post SunEdison immediately following the Distribution Effective Date to the extent relating that such Information relates to Ralcorpthe SSL Business (including the employees thereof) or any SSL Asset or SSL Liability, in each case immediately after the Ralcorp Business Effective Date; and (ii) SSL shall afford SunEdison and the other members of the SunEdison Group, as well as their authorized Representatives, reasonable access during normal business hours to, or, at SunEdison’s written request and expense, provide copies of, all Information in the possession or under the control of SSL immediately following the Distribution Effective Date or the employees of the Ralcorp Business or to the extent requested by Ralcorp that such Information relates to the SunEdison Business (including the employees thereof) or any of its Assets or Liabilities, in connection with each case immediately after the determination or verification of the aggregate amount of cash and cash equivalents held by the Post Parties as of the Distribution Date in order to comply with the provisions of Section 3.01(c)Effective Date; provided, however, provided that in the event that either Ralcorp SunEdison or Post SSL determines that any such provision of or access to Information might could be commercially detrimental, violate any law Law or Contract agreement or waive any attorney-client privilege, then the work product doctrine or other applicable privilege, the Parties parties shall take all use commercially reasonable measures efforts to permit the compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The party providing Information pursuant to this Section 4.1 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 party be required to perform any improvement, modification, conversion, updating or reformatting of any such Information, and nothing in this Section 4.1 shall expand the obligations of the parties under Section 4.3. Each of SunEdison and SSL agree to make their respective personnel available to discuss the Information exchanged pursuant to this Section 4.1. (b) Any Party party hereto may request Information under Section 13.01 or Section 13.074.1: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting Partyparty; (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation or other similar requirements; (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes; or (iv) to comply with its obligations under this Agreement or any Transaction Ancillary Agreement. (c) Without limiting the generality of the foregoing, until the end of the first full fiscal year of Post SSL occurring after the Distribution Effective Date (and for a reasonable period of time afterwards as required for each Party party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Effective Date occurs), each Party party hereto shall use its commercially reasonable efforts to cooperate with the other Partyparty’s Information requests to enable the other Party party to meet its timetable for dissemination of its earnings releases and financial statements and enable such other Partyparty’s independent registered public accounting firm to timely complete their audit of the annual financial statements and review of the quarterly financial statements. (d) Notwithstanding any other provision of this Article XIII, neither Party shall be required to deliver or make available to the other books and records or portions thereof which are subject to any applicable law, rule or regulation or confidentiality agreements which would by their terms prohibit such delivery; provided, however, if requested by the other Party, such Party shall use commercially reasonable efforts to seek a waiver of or other relief from such confidentiality restriction. (e) To the extent any books or records are subject to restrictions or limitations set forth the Employee Matters Agreement, such restrictions and limitations shall apply to such books or records, notwithstanding any provisions of this Agreement. (f) The Partiesparties’ obligations to provide Information and cooperation with respect to taxes shall be governed by the Tax Allocation Matters Agreement, and not by this Section 13.014.1.

Agreement for Exchange of Information. (a) At all times from and Radiant agrees to provide, or cause to be provided, at any time after the Distribution Closing Date, except in the case of an adversarial Action by one Party against another Party (which shall be governed by discovery rules as may be applicable under Article XI, Article XII or otherwise), as soon as reasonably practicable after written request: (i) Ralcorp shall afford to the Post Parties and their authorized accountantsrequest of Enterprise therefor, counsel and other designated representatives reasonable access during normal business hours to, or, at Post’s written request and expense, provide copies of, all records, books, contracts, instruments, data, documents and other information (collectively, “Information”) in the possession or under the control of Ralcorp immediately following the Distribution Date to the extent relating to Post, the Post Business immediately following the Distribution Date or the employees of the Post Business; and (ii) Post shall afford to the Ralcorp Parties and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at Ralcorp’s written request and expense, provide copies of, all any Information in the possession or under the control of Post immediately following Radiant that (i) relates to (x) Enterprise, the Distribution Date conduct of the Enterprise Business up to the extent relating to Ralcorp, the Ralcorp Business immediately following the Distribution Closing Date or the employees ownership of the Ralcorp Business or Enterprise Assets up to the extent requested Closing Date, or (y) any Ancillary Agreement (other than the Tax Disaffiliation Agreement), (ii) Enterprise reasonably needs (A) to comply with reporting, disclosure, filing or other requirements imposed on Enterprise (including under applicable securities or Tax laws) by Ralcorp a Governmental Authority having jurisdiction over the requesting party, (B) for use in connection with the determination any other Action or verification of the aggregate amount of cash and cash equivalents held by the Post Parties as of the Distribution Date in order to satisfy audit, accounting, claims, regulatory, 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 (C) subject to clause (B) above, to comply with the provisions of Section 3.01(c)its obligations under this Agreement, or any Ancillary Agreement; provided, however, that in the event that either Ralcorp or Post any party determines that any such provision of or access to Information might could be commercially detrimental, violate any law or Contract agreement, or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the Parties parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. Radiant shall arrange, as soon as reasonably practicable following the receipt of such request, to provide such Information (or appropriate copies thereof if Radiant has a reasonable need to retain the originals) in the possession or control of Radiant or any of the Radiant Subsidiaries. (b) Any Party hereto may Enterprise agrees to provide, or cause to be provided, at any time after the Closing Date, as soon as reasonably practicable after written request of Radiant therefor, any Information in the possession or under Section 13.01 or Section 13.07: the control of Enterprise that (i) relates to (x) Radiant, the conduct of the Radiant Business up to the Closing Date or the ownership of the Radiant Assets up to the Closing Date, or (y) any Ancillary Agreement (other than the Tax Disaffiliation Agreement), (ii) Radiant reasonably needs (A) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party Radiant (including under applicable securities or tax laws) by a Governmental Authority having jurisdiction over the requesting Party; party, (iiB) for use in any other judicial, regulatory, administrative or other proceeding Action or in order to satisfy audit, accounting, claims defenseclaims, regulatory filingsregulatory, litigation litigation, tax or other similar requirements; (iii) for use , in compensation, benefit each case other than claims or welfare plan administration or allegations that one party to this Agreement has against the other bona fide business purposes; or (ivC) subject to clause (B) above, to comply with its obligations under this Agreement Agreement, or any Transaction Ancillary Agreement. (c) Without limiting the generality of the foregoing, until the end of the first full fiscal year of Post occurring after the Distribution Date (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), each Party shall use its commercially reasonable efforts to cooperate with the other Party’s Information requests to enable the other Party to meet its timetable for dissemination of its earnings releases and financial statements and enable such other Party’s independent registered public accounting firm to timely complete their audit of the annual financial statements and review of the quarterly financial statements. (d) Notwithstanding any other provision of this Article XIII, neither Party shall be required to deliver or make available to the other books and records or portions thereof which are subject to any applicable law, rule or regulation or confidentiality agreements which would by their terms prohibit such delivery; provided, however, that in the event that any party determines that any such provision of Information could be commercially detrimental, violate any law or agreement, or waive any attorney-client privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. Enterprise shall arrange, as soon as reasonably practicable following the receipt of such request, to provide such Information (or appropriate copies thereof if requested by Radiant has a reasonable need to retain the other Partyoriginals) in the possession or control of Enterprise, such Party shall use commercially reasonable efforts but only to seek a waiver of or other relief from such confidentiality restriction. (e) To the extent such items are not already in the possession or control of Radiant or any books or records are subject to restrictions or limitations set forth the Employee Matters Agreement, such restrictions and limitations shall apply to such books or records, notwithstanding any provisions of this AgreementSubsidiary thereof. (f) The Parties’ obligations to provide Information and cooperation with respect to taxes shall be governed by the Tax Allocation Agreement, and not by this Section 13.01.

Agreement for Exchange of Information. (a) At all times from and after the Distribution Date, except in the case Date for a period of an adversarial Action by one Party against another Party (which shall be governed by discovery rules as may be applicable under Article XI, Article XII or otherwise)6) months, as soon as reasonably practicable after written request: (i) Ralcorp VIGC shall afford to the Post Parties VYGP, its Subsidiaries and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at Post’s written request and VYGP's expense, provide copies of, all records, books, contracts, instruments, data, documents and other information (collectively, “"Information”") in the possession or under the control of Ralcorp VIGC immediately following the Distribution Date that relates to the extent relating to PostVYGP, the Post VYGP Business immediately following the Distribution Date or the employees of the Post BusinessVYGP Employees; and (ii) Post VYGP shall afford to the Ralcorp Parties VIGC, its Subsidiaries and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at Ralcorp’s written request and VIGC's expense, provide copies of, all Information in the possession or under the control of Post VYGP immediately following the Distribution Date that relates to the extent relating to RalcorpVIGC, the Ralcorp VIGC Business immediately following the Distribution Date or the employees of the Ralcorp Business or to the extent requested by Ralcorp in connection with the determination or verification of the aggregate amount of cash and cash equivalents held by the Post Parties as of the Distribution Date in order to comply with the provisions of Section 3.01(c)VIGC Employees; provided, however, that in the event that either Ralcorp or Post Party determines that any such provision of or access to Information might could be commercially detrimental, violate any law or Contract agreement or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) Any Either Party hereto may request Information under Section 13.01 or Section 13.07: 14.1(a) (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party party (including under applicable securities or tax laws) by a Governmental Authority having jurisdiction over the requesting Party; party, (ii) for use in any other judicial, regulatory, administrative administrative, tax or other proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation litigation, tax or other similar requirements; , (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes; purposes or (iv) to comply with its obligations under this Agreement or any Transaction Operating Agreement. (c) Without limiting the generality of the foregoing, until the end of the first full fiscal year of Post occurring after the Distribution Date (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), each Party shall use its commercially reasonable efforts to cooperate with the other Party’s Information requests to enable the other Party to meet its timetable for dissemination of its earnings releases and financial statements and enable such other Party’s independent registered public accounting firm to timely complete their audit of the annual financial statements and review of the quarterly financial statements. (d) Notwithstanding any other provision of this Article XIII, neither Party shall be required to deliver or make available to the other books and records or portions thereof which are subject to any applicable law, rule or regulation or confidentiality agreements which would by their terms prohibit such delivery; provided, however, if requested by the other Party, such Party shall use commercially reasonable efforts to seek a waiver of or other relief from such confidentiality restriction. (e) To the extent any books or records are subject to restrictions or limitations set forth the Employee Matters Agreement, such restrictions and limitations shall apply to such books or records, notwithstanding any provisions of this Agreement. (f) The Parties’ obligations to provide Information and cooperation with respect to taxes shall be governed by the Tax Allocation Agreement, and not by this Section 13.01.

Agreement for Exchange of Information. (a) At all times from and after the Distribution Date, except in the case Date for a period of an adversarial Action by one Party against another Party (which shall be governed by discovery rules as may be applicable under Article XI, Article XII or otherwise)ten years, as soon as reasonably practicable after written request: (i) Ralcorp Kxxxxxxx-Xxxxx shall afford to the Post Parties Neenah, its Subsidiaries and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, orhours, at PostNeenah’s written request expense and expense, provide copies of, all records, books, contracts, instruments, data, documents and other information (collectively, “Information”” ) in the possession or under the control of Ralcorp Kxxxxxxx-Xxxxx immediately following the Distribution Date that relates to the extent relating to PostNeenah, the Post Neenah Business immediately following the Distribution Date or the employees of the Post Neenah Business; and (ii) Post Neenah shall afford to the Ralcorp Parties Kxxxxxxx-Xxxxx, its Subsidiaries and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at Ralcorp’s written request and Kxxxxxxx-Xxxxx’x expense, provide copies of, all Information in the possession or under the control of Post Neenah immediately following the Distribution Date that relates to the extent relating to RalcorpKxxxxxxx-Xxxxx, the Ralcorp Retained Business immediately following the Distribution Date or the employees of the Ralcorp Business or to the extent requested by Ralcorp in connection with the determination or verification of the aggregate amount of cash and cash equivalents held by the Post Parties as of the Distribution Date in order to comply with the provisions of Section 3.01(c)Kxxxxxxx-Xxxxx; provided, however, that in the event that either Ralcorp or Post Party determines that any such provision of or access to Information might could be commercially detrimental, violate any law or Contract agreement or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (ba) Any Either Party hereto may request Information under Section 13.01 or Section 13.07: 12.1(a) (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party party (including under applicable securities or tax laws) by a Governmental Authority having jurisdiction over the requesting Party; party, (ii) for use in any other judicial, regulatory, administrative administrative, tax or other proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation litigation, tax or other similar requirements; , (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes; purposes or (iv) to comply with its obligations under this Agreement or any Transaction Operating Agreement. (c) Without limiting the generality of the foregoing, until the end of the first full fiscal year of Post occurring after the Distribution Date (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), each Party shall use its commercially reasonable efforts to cooperate with the other Party’s Information requests to enable the other Party to meet its timetable for dissemination of its earnings releases and financial statements and enable such other Party’s independent registered public accounting firm to timely complete their audit of the annual financial statements and review of the quarterly financial statements. (d) Notwithstanding any other provision of this Article XIII, neither Party shall be required to deliver or make available to the other books and records or portions thereof which are subject to any applicable law, rule or regulation or confidentiality agreements which would by their terms prohibit such delivery; provided, however, if requested by the other Party, such Party shall use commercially reasonable efforts to seek a waiver of or other relief from such confidentiality restriction. (e) To the extent any books or records are subject to restrictions or limitations set forth the Employee Matters Agreement, such restrictions and limitations shall apply to such books or records, notwithstanding any provisions of this Agreement. (f) The Parties’ obligations to provide Information and cooperation with respect to taxes shall be governed by the Tax Allocation Agreement, and not by this Section 13.01.

Agreement for Exchange of Information. (a) At all times ------------------------------------- from and after the Distribution Date, except in the case Date for a period of an adversarial Action by one Party against another Party ten (which shall be governed by discovery rules as may be applicable under Article XI, Article XII or otherwise)10) years, as soon as reasonably practicable after written request: (i) Ralcorp TSC shall afford to the Post Parties eLoyalty, its Subsidiaries and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at Post’s written request and eLoyalty's expense, provide copies of, all records, books, contracts, instruments, data, documents and other information (collectively, “"Information”") in the possession or under the control ----------- of Ralcorp TSC immediately following the Distribution Date that relates to the extent relating to PosteLoyalty, the Post eLoyalty Business immediately following the Distribution Date or the employees of the Post BusinesseLoyalty Employees; and (ii) Post eLoyalty shall afford to the Ralcorp Parties TSC, its Subsidiaries and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at Ralcorp’s written request and TSC's expense, provide copies of, all Information in the possession or under the control of Post eLoyalty immediately following the Distribution Date that relates to the extent relating to RalcorpTSC, the Ralcorp TSC Business immediately following the Distribution Date or the employees of the Ralcorp Business or to the extent requested by Ralcorp in connection with the determination or verification of the aggregate amount of cash and cash equivalents held by the Post Parties as of the Distribution Date in order to comply with the provisions of Section 3.01(c)TSC Employees; provided, however, that -------- ------- in the event that either Ralcorp or Post Party determines that any such provision of or access to Information might could be commercially detrimental, violate any law or Contract agreement or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) Any Either Party hereto may request Information under Section 13.01 or Section 13.07: 14.1(a) (i) to --------------- comply with reporting, disclosure, filing or other requirements imposed on the requesting Party party (including under applicable securities or tax laws) by a Governmental Authority having jurisdiction over the requesting Party; party, (ii) for use in any other judicial, regulatory, administrative administrative, tax or other proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation litigation, tax or other similar requirements; , (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes; purposes or (iv) to comply with its obligations under this Agreement or any Transaction Operating Agreement. (c) Without limiting the generality of the foregoing, until the end of the first full fiscal year of Post occurring after the Distribution Date (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), each Party shall use its commercially reasonable efforts to cooperate with the other Party’s Information requests to enable the other Party to meet its timetable for dissemination of its earnings releases and financial statements and enable such other Party’s independent registered public accounting firm to timely complete their audit of the annual financial statements and review of the quarterly financial statements. (d) Notwithstanding any other provision of this Article XIII, neither Party shall be required to deliver or make available to the other books and records or portions thereof which are subject to any applicable law, rule or regulation or confidentiality agreements which would by their terms prohibit such delivery; provided, however, if requested by the other Party, such Party shall use commercially reasonable efforts to seek a waiver of or other relief from such confidentiality restriction. (e) To the extent any books or records are subject to restrictions or limitations set forth the Employee Matters Agreement, such restrictions and limitations shall apply to such books or records, notwithstanding any provisions of this Agreement. (f) The Parties’ obligations to provide Information and cooperation with respect to taxes shall be governed by the Tax Allocation Agreement, and not by this Section 13.01.

Agreement for Exchange of Information. ARCHIVES (a) At all times from Each of Lucent and Avaya, on behalf of its respective Group, agrees to provide, or cause to be provided, to each other Group, at any time before or after the Distribution Date, except in the case of an adversarial Action by one Party against another Party (which shall be governed by discovery rules as may be applicable under Article XI, Article XII or otherwise), as soon as reasonably practicable after written request: (i) Ralcorp shall afford to the Post Parties and their authorized accountantsrequest therefor, counsel and other designated representatives reasonable access during normal business hours to, or, at Post’s written request and expense, provide copies of, all records, books, contracts, instruments, data, documents and other information (collectively, “Information”) in the possession or under the control of Ralcorp immediately following the Distribution Date to the extent relating to Post, the Post Business immediately following the Distribution Date or the employees of the Post Business; and (ii) Post shall afford to the Ralcorp Parties and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at Ralcorp’s written request and expense, provide copies of, all any Information in the possession or under the control of Post immediately following such respective Group which the Distribution Date requesting party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the extent relating to Ralcorprequesting party (including under applicable securities or tax laws) by a Governmental Authority having jurisdiction over the requesting party, the Ralcorp Business immediately following the Distribution Date (ii) for use in any other judicial, regulatory, administrative, tax or the employees of the Ralcorp Business other proceeding or to the extent requested by Ralcorp in connection with the determination or verification of the aggregate amount of cash and cash equivalents held by the Post Parties as of the Distribution Date in order to satisfy audit, accounting, claims, regulatory, 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 the provisions of Section 3.01(c)its obligations under this Agreement, any Ancillary Agreement or any Avaya OFL; providedPROVIDED, howeverHOWEVER, that in the event that either Ralcorp or Post any party determines that any such provision of or access to Information might could be commercially detrimental, violate any law or Contract agreement, or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the Parties parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) Any Party hereto may request Information under Section 13.01 or Section 13.07: After the Distribution Date, Avaya shall have access during regular business hours (ias in effect from time to time) to comply with reporting, disclosure, filing the documents and objects of historic significance that relate to the Avaya Business that are located in archives retained or other requirements imposed on the requesting Party maintained by Lucent. Avaya may obtain copies (including under applicable securities lawsbut not originals) by a Governmental Authority having jurisdiction over the requesting Party; (ii) of documents for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation or other similar requirements; (iii) bona fide business purposes and may obtain objects for use in compensation, benefit or welfare plan administration or other exhibition purposes for commercially reasonable periods of time if required for bona fide business purposes; or (iv) , provided that Avaya shall cause any such objects to be returned promptly in the same condition in which they were delivered to Avaya and Avaya shall comply with its obligations under this Agreement any rules, procedures or other requirements, and shall be subject to any Transaction Agreementrestrictions (including prohibitions on removal of specified objects), that are then applicable to Lucent. Avaya 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 Lucent generally). Nothing herein shall be deemed to restrict the access of any member of the Lucent Group to any such documents or objects or to impose any liability on any member of the Lucent Group if any such documents or objects are not maintained or preserved by Lucent. (c) Without limiting After the generality date hereof, (i) each of Lucent and Avaya shall maintain in effect at its own cost and expense adequate systems and controls to the foregoing, until the end of the first full fiscal year of Post occurring after the Distribution Date (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), each Party shall use its commercially reasonable efforts to cooperate with the other Party’s Information requests extent necessary to enable the members of the other Party Group to meet 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 timetable for dissemination of its earnings releases and financial statements and enable such other Party’s independent registered public accounting firm to timely complete their audit of the annual financial statements and review of the quarterly financial statementsreports or filings with any Governmental Authority. (d) Notwithstanding any other provision of this Article XIII, neither Party shall be required to deliver or make available to the other books and records or portions thereof which are subject to any applicable law, rule or regulation or confidentiality agreements which would by their terms prohibit such delivery; provided, however, if requested by the other Party, such Party shall use commercially reasonable efforts to seek a waiver of or other relief from such confidentiality restriction. (e) To the extent any books or records are subject to restrictions or limitations set forth the Employee Matters Agreement, such restrictions and limitations shall apply to such books or records, notwithstanding any provisions of this Agreement. (f) The Parties’ obligations to provide Information and cooperation with respect to taxes shall be governed by the Tax Allocation Agreement, and not by this Section 13.01.

Agreement for Exchange of Information. (a) At all times from and after the Distribution Date, except in the case Date for a period of an adversarial Action by one Party against another Party (which shall be governed by discovery rules as may be applicable under Article XI, Article XII or otherwise)ten years, as soon as reasonably practicable after written request: (i) Ralcorp Kxxxxxxx-Xxxxx shall afford to the Post Parties Neenah, its Subsidiaries and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, orhours, at PostNeenah’s written request expense and expense, provide copies of, all records, books, contracts, instruments, data, documents and other information (collectively, “Information”) in the possession or under the control of Ralcorp Kxxxxxxx-Xxxxx immediately following the Distribution Date that relates to the extent relating to PostNeenah, the Post Neenah Business immediately following the Distribution Date or the employees of the Post Neenah Business; and (ii) Post Neenah shall afford to the Ralcorp Parties Kxxxxxxx-Xxxxx, its Subsidiaries and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at Ralcorp’s written request and Kxxxxxxx-Xxxxx’x expense, provide copies of, all Information in the possession or under the control of Post Neenah immediately following the Distribution Date that relates to the extent relating to RalcorpKxxxxxxx-Xxxxx, the Ralcorp Retained Business immediately following the Distribution Date or the employees of the Ralcorp Business or to the extent requested by Ralcorp in connection with the determination or verification of the aggregate amount of cash and cash equivalents held by the Post Parties as of the Distribution Date in order to comply with the provisions of Section 3.01(c)Kxxxxxxx-Xxxxx; provided, however, that in the event that either Ralcorp or Post Party determines that any such provision of or access to Information might could be commercially detrimental, violate any law or Contract agreement or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (ba) Any Either Party hereto may request Information under Section 13.01 or Section 13.07: 12.1(a) (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party party (including under applicable securities or tax laws) by a Governmental Authority having jurisdiction over the requesting Party; party, (ii) for use in any other judicial, regulatory, administrative administrative, tax or other proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation litigation, tax or other similar requirements; , (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes; purposes or (iv) to comply with its obligations under this Agreement or any Transaction Operating Agreement. (c) Without limiting the generality of the foregoing, until the end of the first full fiscal year of Post occurring after the Distribution Date (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), each Party shall use its commercially reasonable efforts to cooperate with the other Party’s Information requests to enable the other Party to meet its timetable for dissemination of its earnings releases and financial statements and enable such other Party’s independent registered public accounting firm to timely complete their audit of the annual financial statements and review of the quarterly financial statements. (d) Notwithstanding any other provision of this Article XIII, neither Party shall be required to deliver or make available to the other books and records or portions thereof which are subject to any applicable law, rule or regulation or confidentiality agreements which would by their terms prohibit such delivery; provided, however, if requested by the other Party, such Party shall use commercially reasonable efforts to seek a waiver of or other relief from such confidentiality restriction. (e) To the extent any books or records are subject to restrictions or limitations set forth the Employee Matters Agreement, such restrictions and limitations shall apply to such books or records, notwithstanding any provisions of this Agreement. (f) The Parties’ obligations to provide Information and cooperation with respect to taxes shall be governed by the Tax Allocation Agreement, and not by this Section 13.01.

Agreement for Exchange of Information. (a) At all times from Each of Games and Lottery, on behalf of its respective Group, agrees to provide, or cause to be provided, to the other Party and its auditors, at any time before, on or after the Distribution Date, except in the case of an adversarial Action by one Party against another Party (which shall be governed by discovery rules as may be applicable under Article XI, Article XII or otherwise), as soon as reasonably practicable after written request: (i) Ralcorp shall afford to the Post Parties and their authorized accountantsrequest therefor from such other Party, counsel and other designated representatives reasonable access during normal business hours to, or, at Post’s written request and expense, provide copies of, all records, books, contracts, instruments, data, documents and other information (collectively, “Information”) in the possession or under the control of Ralcorp immediately following the Distribution Date to the extent relating to Post, the Post Business immediately following the Distribution Date or the employees of the Post Business; and (ii) Post shall afford to the Ralcorp Parties and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at Ralcorp’s written request and expense, provide copies of, all any Information in the possession or under the control of Post immediately following the Distribution Date to the extent relating to Ralcorp, the Ralcorp Business immediately following the Distribution Date or the employees of the Ralcorp Business or to the extent requested by Ralcorp in connection with the determination or verification of the aggregate amount of cash and cash equivalents held by the Post Parties as of the Distribution Date in order to comply with the provisions of Section 3.01(c); provided, however, that in the event that either Ralcorp or Post determines that any such provision of or respective Group (including access to Information might be commercially detrimentalsuch Group’s accountants, violate any law or Contract or waive any attorney-client privilege, personnel and facilities) that the work product doctrine or other applicable privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) Any requesting Party hereto may request Information under Section 13.01 or Section 13.07: reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting Party; Party (including pursuant to Section 6.1(d)), (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims defenseclaims, regulatory filingsregulatory, litigation or other similar requirements; , or (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes; or (iv) to comply with its obligations under this Agreement or any Transaction Ancillary Agreement; provided, however, that in the event that any Party reasonably determines that any such provision of Information could be commercially detrimental to such Party or any member of its Group, violate any Law or agreement to which such Party or member of its Group is a party, or waive any attorney-client privilege applicable to such Party or member of its Group, the Parties shall provide any such Information and the Parties shall take all reasonable measures to comply with the obligations pursuant to this Section 6.1(a) in a manner that mitigates any such harm or consequence to the extent practicable. Games and Lottery intend that any transfer of Information that would otherwise be within the attorney-client privilege shall not operate as a waiver of any potentially applicable privilege. (b) Following the Effective Time each Party shall make its employees and facilities available and accessible during normal business hours and on reasonable prior notice to provide an explanation of any Information provided hereunder. (c) Without limiting the generality of the foregoing, until Until the end of the first full Games fiscal year of Post occurring after the Distribution Date (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), each Party shall use its commercially reasonable efforts to cooperate best efforts, consistent with the other Party’s Information requests past practice, to enable the other Party to meet its timetable for dissemination of its earnings releases and financial statements and enable such other Party’s independent registered public accounting firm auditors to timely complete their annual audit of the annual financial statements and review of the quarterly financial statements. (d) Notwithstanding In order to enable the principal executive officer or officers, principal financial officer or officers and controller or controllers of the other Party to make the certifications required of them under SOX §302, within 30 days following the end of any other provision fiscal quarter during which Lottery is a Subsidiary of this Article XIIIGames, neither each Party shall be required cause its officers or employees to deliver or make available to provide the other books Party with the certification statements with respect to such quarter or portion thereof of such officers and records or portions thereof which are subject employees to any applicable law, rule or regulation or confidentiality agreements which would by their terms prohibit such delivery; provided, however, if requested by those officers and employees of the other Party, in substantially the same form and manner as such Party officers or employees provided such certification statements prior to the Distribution Date, or as otherwise agreed upon between the Parties. Such certification statements shall use commercially reasonable efforts to seek a waiver of or other relief from such confidentiality restriction. (e) To the extent also reflect any books or records are subject to restrictions or limitations set forth the Employee Matters Agreement, such restrictions and limitations shall apply to such books or records, notwithstanding any provisions of this Agreement. (f) The Parties’ obligations to provide Information and cooperation with respect to taxes shall be governed changes in certification statements necessitated by the Tax Allocation AgreementSeparation, Distribution and not by this Section 13.01any other transactions related thereto.

Agreement for Exchange of Information. (a) At all times from and after the Distribution Date, except in the case Date for a period of an adversarial Action by one Party against another Party (which shall be governed by discovery rules as may be applicable under Article XI, Article XII or otherwise)ten years, as soon as reasonably practicable after written request: (i) Ralcorp Xxxxxxxx-Xxxxx shall afford to the Post Parties Neenah, its Subsidiaries and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, orhours, at PostNeenah’s written request expense and expense, provide copies of, all records, books, contracts, instruments, data, documents and other information (collectively, “Information”) in the possession or under the control of Ralcorp Xxxxxxxx-Xxxxx immediately following the Distribution Date that relates to the extent relating to PostNeenah, the Post Neenah Business immediately following the Distribution Date or the employees of the Post Neenah Business; and (ii) Post Neenah shall afford to the Ralcorp Parties Xxxxxxxx-Xxxxx, its Subsidiaries and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at Ralcorp’s written request and Xxxxxxxx-Xxxxx’x expense, provide copies of, all Information in the possession or under the control of Post Neenah immediately following the Distribution Date that relates to the extent relating to RalcorpXxxxxxxx-Xxxxx, the Ralcorp Retained Business immediately following the Distribution Date or the employees of the Ralcorp Business or to the extent requested by Ralcorp in connection with the determination or verification of the aggregate amount of cash and cash equivalents held by the Post Parties as of the Distribution Date in order to comply with the provisions of Section 3.01(c)Xxxxxxxx-Xxxxx; provided, however, that in the event that either Ralcorp or Post Party determines that any such provision of or access to Information might could be commercially detrimental, violate any law or Contract agreement or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) Any Either Party hereto may request Information under Section 13.01 or Section 13.07: 12.1(a) (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party party (including under applicable securities or tax laws) by a Governmental Authority having jurisdiction over the requesting Party; party, (ii) for use in any other judicial, regulatory, administrative administrative, tax or other proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation litigation, tax or other similar requirements; , (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes; purposes or (iv) to comply with its obligations under this Agreement or any Transaction Operating Agreement. (c) Without limiting the generality of the foregoing, until the end of the first full fiscal year of Post occurring after the Distribution Date (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), each Party shall use its commercially reasonable efforts to cooperate with the other Party’s Information requests to enable the other Party to meet its timetable for dissemination of its earnings releases and financial statements and enable such other Party’s independent registered public accounting firm to timely complete their audit of the annual financial statements and review of the quarterly financial statements. (d) Notwithstanding any other provision of this Article XIII, neither Party shall be required to deliver or make available to the other books and records or portions thereof which are subject to any applicable law, rule or regulation or confidentiality agreements which would by their terms prohibit such delivery; provided, however, if requested by the other Party, such Party shall use commercially reasonable efforts to seek a waiver of or other relief from such confidentiality restriction. (e) To the extent any books or records are subject to restrictions or limitations set forth the Employee Matters Agreement, such restrictions and limitations shall apply to such books or records, notwithstanding any provisions of this Agreement. (f) The Parties’ obligations to provide Information and cooperation with respect to taxes shall be governed by the Tax Allocation Agreement, and not by this Section 13.01.