Common use of Agreement for Exchange of Information Clause in Contracts

Agreement for Exchange of Information. (a) Subject to Section 8.1(b) and except as provided in Section 7.2(j), for a period of six (6) years (the “Period”) following the Distribution Date, as soon as reasonably practicable after written request (and using reasonable efforts to do so within five (5) Business Days): (i) FTAI shall afford to any member of the FTAI Infrastructure Group and their authorized Representatives reasonable access during normal business hours to, or, at the FTAI Infrastructure Group’s expense, provide copies of, all books, records, Contracts, instruments, data, documents and other information in the possession or under the control of any member of the FTAI Group immediately following the Distribution Date that relates to any member of the FTAI Infrastructure Group or the FTAI Infrastructure Assets or the Specified Entities (to the extent such information regarding the Specified Entities has been made available to any member of the FTAI Group) or FTAI Infrastructure Liabilities and (ii) FTAI Infrastructure shall afford to any member of the FTAI Group and their authorized Representatives reasonable access during normal business hours to, or, at the FTAI Group’s expense, provide copies of, all books, records, Contracts, instruments, data, documents and other information in the possession or under the control of any member of the FTAI Infrastructure Group immediately following the Distribution Date that relates to any member of the FTAI Group or the FTAI Assets or the FTAI Liabilities; provided, further, that in the event that FTAI Infrastructure or FTAI or any other Person required to provide information under this Article VIII, as applicable, determine that any such provision of or access to any information in response to a request under this Section 8.1(a) would be commercially detrimental in any material respect, violate any Law or agreement or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the Parties shall take all reasonable measures to permit compliance with such request in a manner that avoids any such harm or consequence; provided, further, that to the extent specific information- 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 Action or other dispute filed prior to the end of such period until such Action or dispute is finally resolved. (b) A request for information under Section 8.1(a) may be made: (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 such 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, arbitration or other similar requirements (other than in connection with any Action in which any member of a Group is adverse to any member of the other Group), (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes, or (iv) to comply with any obligations under this Agreement or any Ancillary Agreement. (c) Without limiting the generality of Section 8.1(a), until the end of the first full fiscal year following the Distribution Date (and for a reasonable period of time thereafter as required for any party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), FTAI Infrastructure shall use its commercially reasonable efforts to cooperate with any requests from any member of the FTAI Group pursuant to Section 8.1(a) and FTAI shall use its commercially reasonable efforts to cooperate with any requests from any member of the FTAI Infrastructure Group pursuant to Section 8.1(a), in each case to enable the requesting Party to meet its timetable for dissemination of its earnings releases and financial statements and to enable such requesting party’s auditors to timely complete their audit of the annual financial statements and review of the quarterly financial statements.

Agreement for Exchange of Information. (a) Subject to Section 8.1(b) and Section 8.8(f), and except as provided set forth in Section 7.2(j)any Ancillary Agreement, for a period of six three (63) years following the Distribution Date (the “Access Period”) following the Distribution Date), as soon as reasonably practicable after written request (and using reasonable efforts to do so within five (5) Business Days): request: (i) FTAI Ensign shall afford to any member of the FTAI Infrastructure Pennant Group and their authorized Representatives accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the FTAI Infrastructure Pennant Group’s expense, provide copies of, all books, records, Contracts, instruments, data, documents and other information in the possession or under the control of any member of the FTAI Ensign Group immediately following the Distribution Date that relates to any member of the FTAI Infrastructure Pennant Group or the FTAI Infrastructure Assets or the Specified Entities (to the extent such information regarding the Specified Entities has been made available to any member of the FTAI Group) or FTAI Infrastructure Liabilities Pennant Business, and (ii) FTAI Infrastructure Pennant shall afford to any member of the FTAI Ensign Group and their authorized Representatives accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the FTAI Ensign Group’s expense, provide copies of, all books, records, Contracts, instruments, data, documents and other information in the possession or under the control of any member of the FTAI Infrastructure Pennant Group immediately following the Distribution Date that relates to any member of the FTAI Ensign Group or the FTAI Assets or the FTAI LiabilitiesEnsign Business; provided, furtherhowever, that in the event that FTAI Infrastructure Pennant or FTAI or any other Person required to provide information under this Article VIIIEnsign, as applicable, determine that any such provision of or access to any information in response to a request under this Section 8.1(a) would be commercially detrimental in any material respect, violate any Law or agreement or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the Parties shall take all reasonable measures to permit compliance with such request in a manner that avoids any such harm or consequence; provided, further, that to the extent specific information- 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 related to any third tax audit or proceeding or other third-party Action litigation or other dispute filed prior to the end of such period the Access Period until such Action litigation or dispute is finally resolved. (b) A request for information under Section 8.1(a) may be made: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities lawsLaws) by a Governmental Authority having jurisdiction over such 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, arbitration litigation or other similar requirements (other than in connection with any Action action, suit or proceeding in which any member of a Group is adverse to any member of the other Group), (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes, or (iv) to comply with any obligations under this Agreement or any Ancillary Agreement. (c) Without limiting the generality of Section 8.1(a), until the end of the first full fiscal year following the Distribution Date (and for a reasonable period of time thereafter as required for any party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), FTAI Infrastructure Pennant shall use its commercially reasonable efforts to cooperate with any requests from any member of the FTAI Ensign Group pursuant to Section 8.1(a) and FTAI Ensign shall use its commercially reasonable efforts to cooperate with any requests from any member of the FTAI Infrastructure Pennant Group pursuant to Section 8.1(a), in each case case, to enable the requesting Party party to meet its timetable for dissemination of its earnings releases and financial statements and to enable such requesting party’s auditors to timely complete their audit of the annual financial statements and review of the quarterly financial statements.

Agreement for Exchange of Information. (a) Subject to Section 8.1(b): (i) and except as provided in Section 7.2(j), for a period of six (6) years (the “Period”) following the Distribution Date, as soon as reasonably practicable after written request request: (and using reasonable efforts to do so within five (5A) Business Days): (i) FTAI Holdings shall afford to any member of the FTAI Infrastructure A&B Group and their authorized Representatives accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the FTAI Infrastructure A&B Group’s expense, provide copies of, all books, records, Contracts, instruments, data, documents and other information in the possession or under the control of any member of the FTAI Matson Group immediately following the Distribution Date that relates to any member of the FTAI Infrastructure Group A&B Group, the A&B Businesses or the FTAI Infrastructure Assets employees or the Specified Entities (to the extent such information regarding the Specified Entities has been made available to any member former employees of the FTAI Group) or FTAI Infrastructure Liabilities A&B Businesses and (iiB) FTAI Infrastructure New A&B shall afford to any member of the FTAI Matson Group and their authorized Representatives accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the FTAI Matson Group’s expense, provide copies of, all books, records, Contracts, instruments, data, documents and other information in the possession or under the control of any member of the FTAI Infrastructure A&B Group immediately following the Distribution Date that relates to any member of the FTAI Group Matson Group, the Matson Businesses or the FTAI Assets employees or former employees of the FTAI LiabilitiesMatson Businesses; and (ii) for a period of two (2) years following the Distribution Date, as soon as reasonably practicable after written request: (A) to the extent that information or knowledge with respect to the A&B Businesses as of or prior to the Distribution Time is available through discussions with employees of any member of the Matson Group, Holdings shall make such employees reasonably available to New A&B to provide such information or knowledge and (B) to the extent that information or knowledge relating to the Matson Businesses as of or prior to the Distribution Time is available through discussions with employees of any member of the A&B Group, New A&B shall make such employees reasonably available to Holdings to provide such information or knowledge; provided, furtherhowever, that in the event that FTAI Infrastructure New A&B or FTAI or any other Person required to provide information under this Article VIIIHoldings, as applicable, determine that any such provision of or access to any information in response to a request under this Section 8.1(a) would be commercially detrimental in any material respect, violate any Law or agreement or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the Parties shall take all reasonable measures to permit compliance with such request in a manner that avoids any such harm or consequence; provided, further, that to the extent specific information- 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 6-year period in Section 8.1(a)(i) or the 2-year period in Section 8.1(a)(ii), as applicable, shall be extended with respect to requests related to any third party Action litigation or other dispute filed prior to the end of such period until such Action litigation or dispute is finally resolved. (b) A request for information under Section 8.1(a) may be made: (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 such 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, arbitration litigation or other similar requirements (other than in connection with any Action action, suit or proceeding in which any member of a the Matson Group is adverse to any member of the other A&B Group, or vice versa), (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes, or (iv) to comply with any obligations under this Agreement or any Ancillary Agreement. (c) Without limiting the generality of Section 8.1(a), until the end of the first full fiscal year following the Distribution Date (and for a reasonable period of time thereafter as required for any party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), FTAI Infrastructure shall use its commercially reasonable efforts to cooperate with any requests from any member of the FTAI Group pursuant to Section 8.1(a) and FTAI shall use its commercially reasonable efforts to cooperate with any requests from any member of the FTAI Infrastructure Group pursuant to Section 8.1(a), in each case to enable the requesting Party to meet its timetable for dissemination of its earnings releases and financial statements and to enable such requesting party’s auditors to timely complete their audit of the annual financial statements and review of the quarterly financial statements.

Agreement for Exchange of Information. (a) Subject to Section 8.1(b) and Section 8.8(f), and except as provided set forth in Section 7.2(j)any Ancillary Agreement, for a period of six five (65) years following the Distribution Date (the “Access Period”) following the Distribution Date), as soon as reasonably practicable after written request (and using reasonable efforts to do so within five (5) Business Days): request: (i) FTAI Exelon shall afford to any member of the FTAI Infrastructure Constellation Group and their authorized Representatives accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the FTAI Infrastructure Constellation Group’s expense, provide copies of, all books, records, Contracts, instruments, data, documents and other information in the possession or under the control of any member of the FTAI Exelon Group immediately following the Distribution Date that relates to any member of the FTAI Infrastructure Constellation Group or the FTAI Infrastructure Assets or the Specified Entities (to the extent such information regarding the Specified Entities has been made available to any member of the FTAI Group) or FTAI Infrastructure Liabilities and Constellation Business, and (ii) FTAI Infrastructure Constellation shall afford to any member of the FTAI Exelon Group and their authorized Representatives accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the FTAI Exelon Group’s expense, provide copies of, all books, records, Contracts, instruments, data, documents and other information in the possession or under the control of any member of the FTAI Infrastructure Constellation Group immediately following the Distribution Date that relates to any member of the FTAI Exelon Group or the FTAI Assets or the FTAI LiabilitiesExelon Business; provided, furtherhowever, that in the event that FTAI Infrastructure Constellation or FTAI or any other Person required to provide information under this Article VIIIExelon, as applicable, determine that any such provision of or access to any information in response to a request under this Section 8.1(a) would be commercially detrimental in any material respect, violate any Law or agreement or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the Parties shall take all reasonable measures to permit compliance with such request in a manner that avoids any such harm or consequenceconsequence (including, where appropriate, seeking a protective order); provided, further, that to the extent specific information- 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 Action or other dispute filed prior to the end of such period until such Action or dispute is finally resolved. (b) A request for information under Section 8.1(a) may be made: (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 such 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, arbitration or other similar requirements (other than in connection with any Action in which any member of a Group is adverse to any member of the other Group), (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes, or (iv) to comply with any obligations under this Agreement or any Ancillary Agreement. (c) Without limiting the generality of Section 8.1(a), until the end of the first full fiscal year following the Distribution Date (and for a reasonable period of time thereafter as required for any party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), FTAI Infrastructure shall use its commercially reasonable efforts to cooperate with any requests from any member of the FTAI Group pursuant to Section 8.1(a) and FTAI shall use its commercially reasonable efforts to cooperate with any requests from any member of the FTAI Infrastructure Group pursuant to Section 8.1(a), in each case to enable the requesting Party to meet its timetable for dissemination of its earnings releases and financial statements and to enable such requesting party’s auditors to timely complete their audit of the annual financial statements and review of the quarterly financial statements.that:

Agreement for Exchange of Information. (a) Subject Except in the case of any adversarial Action or threatened adversarial Action related to this Agreement by any member of either the NHF Group or the NXRT Group against any member of the other Group (which will be governed by such discovery rules as may be applicable thereto), and subject to Section 8.1(b) and except as provided in Section 7.2(j), for a period of six (6) years (the “Period”) following the Distribution Date, as soon as reasonably practicable after written request (and using reasonable efforts to do so within five (5) Business Days): request: (i) FTAI the NHF Group shall afford to any member of the FTAI Infrastructure NXRT Group and their authorized Representatives accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the FTAI Infrastructure NXRT Group’s expense provide copies of, all books, records, Contracts, instruments, data, documents and other information in the possession or under the control of any member of the NHF Group immediately following the Effective Time that relates to any member of the NXRT Group or the NXRT Assets or NXRT Liabilities and (ii) the NXRT Group shall afford to any member of the NHF Group and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the NHF Group’s expense, provide copies of, all books, records, Contracts, instruments, data, documents and other information in the possession or under the control of any member of the FTAI NXRT Group immediately following the Distribution Date Effective Time that relates to any member of the FTAI Infrastructure NHF Group or the FTAI Infrastructure NHF Assets or the Specified Entities (to the extent such information regarding the Specified Entities has been made available to any member of the FTAI Group) or FTAI Infrastructure Liabilities and (ii) FTAI Infrastructure shall afford to any member of the FTAI Group and their authorized Representatives reasonable access during normal business hours to, or, at the FTAI Group’s expense, provide copies of, all books, records, Contracts, instruments, data, documents and other information in the possession or under the control of any member of the FTAI Infrastructure Group immediately following the Distribution Date that relates to any member of the FTAI Group or the FTAI Assets or the FTAI NHF Liabilities; provided, furtherhowever, that in the event that FTAI Infrastructure NXRT or FTAI or any other Person required to provide information under this Article VIIINHF, as applicable, determine that any such provision of or access to any information in response to a request under this Section 8.1(a) would be commercially detrimental in any material respect, violate any Law or agreement Contract or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the Parties shall take all reasonable measures to permit compliance with such request in a manner that avoids any such harm or consequence; provided, further, that to the extent specific information- information 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 Action or other dispute filed prior to the end of such period until such Action or dispute is finally resolved. (b) A request for If any party determines that the exchange of any information under pursuant to Section 8.1(a) may is reasonably likely to violate any Law or binding Contract, or waive or jeopardize any attorney-client privilege, or attorney work product protection, such party will not be made: (i) required to comply with reporting, disclosure, filing provide access to or other requirements imposed on the requesting party (including under applicable securities laws) by a Governmental Authority having jurisdiction over furnish such requesting party, (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order information to satisfy audit, accounting, claims defense, regulatory filings, litigation, arbitration or other similar requirements (other than in connection with any Action in which any member of a Group is adverse to any member of the other Group)party; provided, (iiihowever, that the parties will take all reasonable measures to permit compliance with Section 8.1(a) for use in compensation, benefit a manner that avoids any such harm or welfare plan administration consequence. NHF and NXRT intend that any provisions of access to or other bona fide business purposes, or (iv) to comply with the furnishing of information that would otherwise be within the ambit of any obligations under this Agreement or any Ancillary Agreementlegal privilege will not operate as a waiver of such privilege. (c) Without limiting After the generality Effective Time, each of Section 8.1(a), until the end of the first full fiscal year following the Distribution Date (NHF and for a reasonable period of time thereafter as required for any party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), FTAI Infrastructure shall use its commercially reasonable efforts to cooperate with any requests from any member of the FTAI Group pursuant to Section 8.1(a) NXRT will maintain in effect systems and FTAI shall use its commercially reasonable efforts to cooperate with any requests from any member of the FTAI Infrastructure Group pursuant to Section 8.1(a), in each case controls reasonably intended to enable the requesting Party to meet its timetable for dissemination of its earnings releases and financial statements and to enable such requesting party’s auditors to timely complete their audit members of the annual financial statements other Group to satisfy their respective known reporting, accounting, disclosure, audit, contractual and review of the quarterly financial statementsother obligations.

Agreement for Exchange of Information. (a) Subject Except for any request for Information relating to adversarial Action or threatened adversarial Action by any Starwood Entity or Vistana Entity against any member of the other’s Group (which shall be governed by such discovery rules as may be applicable thereto), and subject to Section 8.1(b) and except as provided in Section 7.2(j6.2(b), for a period each of six (6) years (Starwood and Vistana, on behalf itself and the “Period”) following members of its respective Group, shall use reasonable efforts to provide, to the Distribution Dateother Group, at any time prior to, on or after the Business Transfer Time, as soon as reasonably practicable after written request (and using reasonable efforts to do so within five (5) Business Days): (i) FTAI shall afford to therefor, any member of the FTAI Infrastructure Group and their authorized Representatives reasonable access during normal business hours to, or, at the FTAI Infrastructure Group’s expense, provide copies of, all books, records, Contracts, instruments, data, documents and other information Information in the possession or under the control of any member the members of the FTAI such Group immediately following the Distribution Date that relates to any member of the FTAI Infrastructure Group or the FTAI Infrastructure Assets or the Specified Entities (to the extent such information regarding the Specified Entities has been made available to any member of the FTAI Group) or FTAI Infrastructure Liabilities and (ii) FTAI Infrastructure shall afford to any member of the FTAI Group and their authorized Representatives reasonable access during normal business hours to, or, at the FTAI Group’s expense, provide copies of, all books, records, Contracts, instruments, data, documents and other information in the possession or under the control of any member of the FTAI Infrastructure Group immediately following the Distribution Date that relates to any member of the FTAI Group or the FTAI Assets or the FTAI Liabilities; provided, further, that in the event that FTAI Infrastructure or FTAI or any other Person required to provide information under this Article VIII, as applicable, determine that any such provision of or access to any information in response to a request under this Section 8.1(a) would be commercially detrimental in any material respect, violate any Law or agreement or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the Parties shall take all reasonable measures to permit compliance with such request in a manner that avoids any such harm or consequence; provided, further, that to the extent specific information- 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 requesting party reasonably requests related to any third party Action or other dispute filed prior to the end of such period until such Action or dispute is finally resolved. (b) A request for information under Section 8.1(a) may be made: (i) to comply in connection with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities lawsor Laws in respect of Taxes) by a Governmental Authority having jurisdiction over such the requesting party, (ii) for use in any other judicial, regulatory, administrative administrative, Tax, insurance or other proceeding or in order to satisfy audit, accounting, claims defenseclaims, regulatory filingsregulatory, investigation, litigation, arbitration Tax or other similar requirements (other than in connection with any Action in which any member of a Group is adverse to any member of the other Group), (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposesrequirements, or (iviii) to comply with any its obligations under this Agreement Agreement, the Merger Agreement, any Ancillary Agreement, any agreement listed in Section 2.3(b) or any Ancillary other agreements or arrangements entered into prior to the Business Transfer Time with respect to which the requesting party requires Information from the other Party in order to fulfill the requesting party’s obligations under such agreement or arrangement. The receiving party may use any Information received pursuant to this Section 6.2(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in the immediately preceding sentence and shall otherwise take reasonable steps to protect such Information. Nothing in this Section 6.2 may be construed as obligating a Party to create Information not already in its possession or control. Each Party agrees that, after the Effective Time, Information provided to the other Party or its Group pursuant to this Section 6.2 shall be subject to the confidentiality obligations in the applicable Confidentiality Agreements as if such Information were provided prior to the Business Transfer Time; provided, that, for the avoidance of doubt, for such purpose and after the Effective Time, the Vistana Entities shall be considered Representatives of ILG under the Vistana Confidentiality Agreement. (cb) Without limiting If any Party determines that the generality exchange of Section 8.1(a), until the end of the first full fiscal year following the Distribution Date (and for a reasonable period of time thereafter as required for any party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), FTAI Infrastructure shall use its commercially reasonable efforts to cooperate with any requests from any member of the FTAI Group Information pursuant to Section 8.1(a6.2(a) is reasonably likely to violate any Law or Contract, or waive or jeopardize any attorney-client privilege, or attorney work-product protection, then such party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that the Parties shall take all reasonable measures to permit compliance with Section 6.2(a) in a manner that avoids any such violation, waiver or jeopardy. Starwood and FTAI Vistana intend that any provision of access to or the furnishing of Information that would otherwise be within the ambit of any legal privilege shall use its commercially reasonable efforts to cooperate with any requests from any member not operate as a waiver of the FTAI Infrastructure Group pursuant to Section 8.1(a), in each case to enable the requesting Party to meet its timetable for dissemination of its earnings releases and financial statements and to enable such requesting party’s auditors to timely complete their audit of the annual financial statements and review of the quarterly financial statementsprivilege.

Agreement for Exchange of Information. (a) Subject to Section 8.1(b) and except as provided in Section 7.2(j), for a period of six (6) years (the “Period”) of three (3) years following the Distribution DateDate or until the termination of the SMTA Asset Management Agreement, whichever is longer, as soon as reasonably practicable after written request (and using reasonable efforts to do so within five (5) Business Days): request: (i) FTAI SRC shall afford to any member of the FTAI Infrastructure SMTA Group and their authorized Representatives accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the FTAI Infrastructure SMTA Group’s expense, provide copies of, all books, records, Contracts, instruments, data, documents and other information in the possession or under the control of any member of the FTAI SRC Group immediately following the Distribution Date that relates to any member of the FTAI Infrastructure SMTA Group or the FTAI Infrastructure SMTA Assets or the Specified Entities (to the extent such information regarding the Specified Entities has been made available to any member of the FTAI Group) or FTAI Infrastructure Liabilities and (ii) FTAI Infrastructure SMTA shall afford to any member of the FTAI SRC Group and their authorized Representatives accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the FTAI SRC Group’s expense, provide copies of, all books, records, Contracts, instruments, data, documents and other information in the possession or under the control of any member of the FTAI Infrastructure SMTA Group immediately following the Distribution Date that relates to any member of the FTAI SRC Group or the FTAI Assets or the FTAI LiabilitiesSRC Assets; provided, furtherhowever, that in the event that FTAI Infrastructure SMTA or FTAI or any other Person required to provide information under this Article VIIISRC, as applicable, determine that any such provision of or access to any information in response to a request under this Section 8.1(a) would be commercially detrimental in any material respect, violate any Law or agreement or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the Parties shall take all reasonable measures to permit compliance with such request in a manner that avoids any such harm or consequence; provided, further, that to the extent specific information- information—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 Action litigation or other dispute filed prior to the end of such period until such Action litigation or dispute is finally resolved. (b) A request for information under Section 8.1(a) may be made: (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 such 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, arbitration or other similar requirements (other than in connection with any Action in which any member of a Group is adverse to any member of the other Group), (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes, or (iv) to comply with any obligations under this Agreement or any Ancillary Agreement.[Reserved] (c) Without limiting the generality of Section 8.1(a), until the end of the first full fiscal year following the Distribution Date (and for a reasonable period of time thereafter as required for any party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), FTAI Infrastructure SMTA shall use its commercially reasonable efforts to cooperate with any requests from any member of the FTAI SRC Group pursuant to Section 8.1(a) and FTAI SRC shall use its commercially reasonable efforts to cooperate with any requests from any member of the FTAI Infrastructure SMTA Group pursuant to Section 8.1(a), in each case to enable the requesting Party to meet its timetable for dissemination of its earnings releases and financial statements and to enable such requesting party’s auditors to timely complete their audit of the annual financial statements and review of the quarterly financial statements.

Agreement for Exchange of Information. (a) Subject to Section 8.1(b) and except as provided in Section 7.2(j), for a period Until the termination of six (6) years the Administrative Services Agreement (the “Access Period”) following the Distribution Date), as soon as reasonably practicable after written request (and using reasonable efforts to do so within five (5) Business Days): (i) FTAI FHP and FHP OP shall afford to any member of the FTAI Infrastructure SpinCo Group and their authorized Representatives accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the FTAI Infrastructure SpinCo Group’s expense, provide copies of, all books, records, Contracts, instruments, data, documents and other information in the possession or under the control of any member of the FTAI FHP Group immediately following the Distribution Date that relates to any member of the FTAI Infrastructure SpinCo Group or the FTAI Infrastructure Assets or the Specified Entities (to the extent such information regarding the Specified Entities has been made available to any member of the FTAI Group) or FTAI Infrastructure Liabilities SpinCo Business, and (ii) FTAI Infrastructure SpinCo shall afford to any member of the FTAI FHP Group and their authorized Representatives accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the FTAI FHP Group’s expense, provide copies of, all books, records, Contracts, instruments, data, documents and other information in the possession or under the control of any member of the FTAI Infrastructure SpinCo Group immediately following the Distribution Date that relates to any member of the FTAI FHP Group or the FTAI Assets or the FTAI LiabilitiesFHP Business; provided, furtherhowever, that in the event that FTAI Infrastructure SpinCo or FTAI SpinCo OC, or any other Person required to provide information under this Article VIIIFHP or FHP OP, as applicable, determine that any such provision of or access to any information in response to a request under this Section 8.1(a) would be commercially detrimental in any material respect, violate any Law or agreement or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the Parties shall take all reasonable measures to permit compliance with such 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- 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 third-party Action litigation or other dispute filed prior to the end of such period the Access Period until such Action litigation or dispute is finally resolved. (b) A request for information under Section 8.1(a) may be made: (i) to comply with reportingDuring the Access Period, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities laws) by a Governmental Authority having jurisdiction over such 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, arbitration or other similar requirements (other than in connection with any Action in which any member of a Group is adverse to any member of the other Group), (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes, or (iv) to comply with any obligations under this Agreement or any Ancillary Agreement. (c) Without limiting the generality of Section 8.1(a), until the end of the first full fiscal year following the Distribution Date (SpinCo and for a reasonable period of time thereafter as required for any party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), FTAI Infrastructure SpinCo OC shall use its commercially reasonable efforts to cooperate with any requests from any member of the FTAI FHP Group pursuant to Section 8.1(a) ), and FTAI FHP and FHP OP shall use its commercially reasonable efforts to cooperate with any requests from any member of the FTAI Infrastructure SpinCo Group pursuant to Section 8.1(a), in each case case, to enable the requesting Party party to meet its timetable for dissemination of its earnings releases and financial statements and to enable such requesting party’s auditors to timely complete their audit of the annual financial statements and review of the quarterly financial statements.

Agreement for Exchange of Information. (a) Subject to Section 8.1(b) and except as provided in Section 7.2(j8.8(f), for a period of six seven (67) years (the “Access Period”) following the Distribution Date, as soon as reasonably practicable after written request (and using reasonable efforts to do so within five (5) Business Days): (i) FTAI HCP shall afford to any member of the FTAI Infrastructure QCP Group and their authorized Representatives accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the FTAI Infrastructure QCP Group’s expense, provide copies of, all books, records, Contracts, instruments, data, documents and other information in the possession or under the control of any member of the FTAI HCP Group immediately following the Distribution Date that relates to any member of the FTAI Infrastructure QCP Group or the FTAI Infrastructure Assets or the Specified Entities (to the extent such information regarding the Specified Entities has been made available to any member of the FTAI Group) or FTAI Infrastructure Liabilities QCP Business, and (ii) FTAI Infrastructure QCP shall afford to any member of the FTAI HCP Group and their authorized Representatives accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the FTAI HCP Group’s expense, provide copies of, all books, records, Contracts, instruments, data, documents and other information in the possession or under the control of any member of the FTAI Infrastructure QCP Group immediately following the Distribution Date that relates to any member of the FTAI HCP Group or the FTAI Assets or the FTAI LiabilitiesHCP Business; provided, furtherhowever, that in the event that FTAI Infrastructure QCP or FTAI or any other Person required to provide information under this Article VIIIHCP, as applicable, determine that any such provision of or access to any information in response to a request under this Section 8.1(a) would be commercially detrimental in any material respect, violate any Law or agreement or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the Parties shall take all reasonable measures to permit compliance with such request in a manner that avoids any such harm or consequence; provided, further, that to the extent specific information- 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 third-party Action litigation or other dispute filed prior to the end of such period the Access Period until such Action litigation or dispute is finally resolved. (b) A request for information under Section 8.1(a) may be made: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities lawsLaws) by a Governmental Authority having jurisdiction over such 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, arbitration litigation or other similar requirements (other than in connection with any Action action, suit or proceeding in which any member of a Group is adverse to any member of the other Group), (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes, or (iv) to comply with any obligations under this Agreement or any Ancillary Agreement. (c) Without limiting the generality of Section 8.1(a), until the end of the first full fiscal year following the Distribution Date (and for a reasonable period of time thereafter as required for any party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), FTAI Infrastructure QCP shall use its commercially reasonable efforts to cooperate with any requests from any member of the FTAI HCP Group pursuant to Section 8.1(a) ), and FTAI HCP shall use its commercially reasonable efforts to cooperate with any requests from any member of the FTAI Infrastructure QCP Group pursuant to Section 8.1(a), in each case case, to enable the requesting Party party to meet its timetable for dissemination of its earnings releases and financial statements and to enable such requesting party’s auditors to timely complete their audit of the annual financial statements and review of the quarterly financial statements.

Agreement for Exchange of Information. (a) Subject to Section 8.1(b) and except as provided in Section 7.2(j8.8(f), for a period of six seven (67) years (the “Access Period”) following the Distribution Date, as soon as reasonably practicable after written request (and using commercially reasonable efforts to do so within five (5) Business Days): (i) FTAI HCP shall afford to any member of the FTAI Infrastructure QCP Group and their authorized Representatives accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the FTAI Infrastructure QCP Group’s expense, provide copies of, all books, records, Contracts, instruments, data, documents and other information in the possession or under the control of any member of the FTAI HCP Group immediately following the Distribution Date that relates to any member of the FTAI Infrastructure QCP Group or the FTAI Infrastructure Assets or the Specified Entities (to the extent such information regarding the Specified Entities has been made available to any member of the FTAI Group) or FTAI Infrastructure Liabilities QCP Business, and (ii) FTAI Infrastructure QCP shall afford to any member of the FTAI HCP Group and their authorized Representatives accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the FTAI HCP Group’s expense, provide copies of, all books, records, Contracts, instruments, data, documents and other information in the possession or under the control of any member of the FTAI Infrastructure QCP Group immediately following the Distribution Date that relates to any member of the FTAI HCP Group or the FTAI Assets or the FTAI LiabilitiesHCP Business; provided, furtherhowever, that in the event that FTAI Infrastructure QCP or FTAI or any other Person required to provide information under this Article VIIIHCP, as applicable, determine that any such provision of or access to any information in response to a request under this Section 8.1(a) would be commercially detrimental in any material respect, violate any Law or agreement or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the Parties shall take all reasonable measures to permit compliance with such request in a manner that avoids any such harm or consequence; provided, further, that to the extent specific information- 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 third-party Action litigation or other dispute filed prior to the end of such period the Access Period until such Action litigation or dispute is finally resolved. (b) A request for information under Section 8.1(a) may be made: (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities lawsLaws) by a Governmental Authority having jurisdiction over such 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, arbitration litigation or other similar requirements (other than in connection with any Action action, suit or proceeding in which any member of a Group is adverse to any member of the other Group), (iii) for use in compensation, benefit or welfare plan administration or other bona fide business purposes, or (iv) to comply with any obligations under this Agreement or any Ancillary Agreement. (c) Without limiting the generality of Section 8.1(a), until the end of the first full fiscal year following the Distribution Date (and for a reasonable period of time thereafter as required for any party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), FTAI Infrastructure QCP shall use its commercially reasonable efforts to cooperate with any requests from any member of the FTAI HCP Group pursuant to Section 8.1(a) ), and FTAI HCP shall use its commercially reasonable efforts to cooperate with any requests from any member of the FTAI Infrastructure QCP Group pursuant to Section 8.1(a), in each case case, to enable the requesting Party party to meet its timetable for dissemination of its earnings releases and financial statements and to enable such requesting party’s auditors to timely complete their audit of the annual financial statements and review of the quarterly financial statements.