Common use of Sharing of Information Clause in Contracts

Sharing of Information. EWS and SNI (acting directly or through their respective Subsidiaries or Affiliates) shall provide to the other and their respective agents and vendors all Information as the other may reasonably request to enable the requesting Party to administer efficiently and accurately each of its Benefit Plans, to assist SNI in obtaining its own insurance policies to provide benefits under SNI Benefit Plans, and to determine the scope of, as well as fulfill, its obligations under this 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 11.01 in a manner that mitigates any such harm or consequence to the extent practicable, and the Parties agree to cooperate with each other and take such commercially reasonable steps as may be practicable to preserve the attorney-client privilege with respect to the disclosure of any such Information. Such Information shall, to the extent reasonably practicable, be provided in the format and at the times and places requested, but in no event shall the Party providing such Information be obligated to incur any out-of-pocket expenses not reimbursed by the Party making such request or make such Information available outside of its normal business hours and premises. Any Information shared or exchanged pursuant to this Agreement shall be subject to the same confidentiality requirements set forth in Section 7.08 of the Separation Agreement. The Parties also hereby agree to enter into any business associate agreements that may be required for the sharing of any Information pursuant to this Agreement to comply with the requirements of HIPAA.

Sharing of Information. EWS Vector and SNI Spinco (acting directly or through their respective Subsidiaries or AffiliatesSubsidiaries) shall provide to the other and their respective agents and vendors all Information as the other may reasonably request to enable the requesting Party to administer efficiently and accurately each of its Benefit Plans, to assist SNI Spinco in obtaining its own insurance policies to provide benefits under SNI Benefit Spinco Plans, and to determine the scope of, as well as fulfill, its obligations under this Agreement; provided, however, that 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 11.01 10.1 in a manner that mitigates any such harm or consequence to the extent practicable, and the Parties agree to cooperate with each other and take such commercially reasonable steps as may be practicable to preserve the attorney-client privilege with respect to the disclosure of any such Information. Such Information shall, to the extent reasonably practicable, be provided in the format and at the times and places requested, but in no event shall the Party providing such Information be obligated to incur any out-of-pocket expenses not reimbursed by the Party making such request or make such Information available outside of its normal business hours and premises. Any Information shared or exchanged pursuant to this Agreement shall be subject to the same confidentiality requirements set forth in Section 7.08 8.5 of the Separation Distribution Agreement. The Parties also hereby agree to enter into any business associate agreements that may be required for the sharing of any Information pursuant to this Agreement to comply with the requirements of HIPAA.

Sharing of Information. EWS To the extent permitted by antitrust, competition or any other applicable Law, each of PubCo, the Shareholder Representative and SNI Sponsor agree and acknowledge that the directors designated by the Shareholder Representative and Sponsor, may share confidential, non-public information about PubCo and its subsidiaries (acting “Confidential Information”) with the Shareholder Representative or Sponsor, as applicable. Each of the Shareholder Representative and Sponsor recognizes that it, or its Affiliates and Representatives, has acquired or will acquire Confidential Information the use or disclosure of which could cause PubCo substantial loss and damages that could not be readily calculated and for which no remedy at Law would be adequate. Accordingly, each of the Shareholder Representative and Sponsor covenants and agrees with PubCo that it will not (and will cause its respective controlled Affiliates and Representatives not to) at any time, except with the prior written consent of PubCo, directly or through their respective Subsidiaries or Affiliatesindirectly, disclose any Confidential Information known to it to any third party, unless (a) shall provide such information becomes known to the other and their respective agents and vendors all Information as public through no fault of such Party in violation of this Investor Rights Agreement, (b) disclosure is required by applicable Law (including any filing following the other may reasonably request Closing Date with the SEC pursuant to enable the requesting Party to administer efficiently and accurately each applicable securities laws) or court of its Benefit Plans, to assist SNI in obtaining its own insurance policies to provide benefits under SNI Benefit Plans, and to determine the scope of, as well as fulfill, its obligations under this Agreementcompetent jurisdiction or requested by a Governmental Entity; provided, however, that (other than in the event that case of any required filing following the Closing Date with the SEC or in connection with any Regulatory Inquiry, for which notification shall expressly not be required) such Party reasonably determines that promptly notifies PubCo of such requirement or request and takes commercially reasonable steps, at the sole cost and expense of PubCo, to minimize the extent of any such provision of Information could be commercially detrimental required disclosure, (c) such information was available or becomes available to such Party before, on or after the Effective Date, without restriction, from a source (other than PubCo) without any breach of duty to PubCo or any member of its Group, violate any Law Affiliates or agreement to which (d) such information was independently developed by such Party or member of its Group is a partyRepresentatives without the use of, or waive any attorney-client privilege applicable to such Party or member of its Groupreference to, the Parties Confidential Information. Notwithstanding the foregoing, nothing in this Investor Rights Agreement shall provide prohibit the Shareholder Representative and Sponsor from disclosing Confidential Information (x) to any Affiliate, Representative, limited partner, member, shareholder or other equity holder of such Information and the Parties Party, provided, that such Person shall take all reasonable measures to comply with the obligations pursuant to this Section 11.01 in a manner that mitigates any such harm or consequence to the extent practicable, and the Parties agree to cooperate with each other and take such commercially reasonable steps as may be practicable to preserve the attorney-client privilege bound by an obligation of confidentiality with respect to the disclosure such Confidential Information and such Party shall be responsible for any breach of this Section 2.4 by any such Person or (y) if such disclosure is made pursuant to any examinations, audits, investigations, regulatory sweeps or other regulatory inquiries by regulatory agencies, self-regulatory organizations, governmental agencies or examiners thereof (each a “Regulatory Inquiry”) with jurisdiction over such Party in connection with a Regulatory Inquiry that is not specifically directed at PubCo or the Confidential Information, provided that such Party shall request that confidential treatment be accorded to any information so disclosed. Such No Confidential Information shall, shall be deemed to the extent reasonably practicable, be provided in the format and at the times and places requestedto any Person, but in no event shall the Party providing including any Affiliate of a Pre-Closing Holder or Sponsor, unless such Confidential Information be obligated is actually provided to incur any out-of-pocket expenses not reimbursed by the Party making such request or make such Information available outside of its normal business hours and premises. Any Information shared or exchanged pursuant to this Agreement shall be subject to the same confidentiality requirements set forth in Section 7.08 of the Separation Agreement. The Parties also hereby agree to enter into any business associate agreements that may be required for the sharing of any Information pursuant to this Agreement to comply with the requirements of HIPAAPerson.

Sharing of Information. EWS MSG Entertainment and SNI Spinco (acting directly or through their respective Subsidiaries or AffiliatesSubsidiaries) shall provide to the other and their respective agents and vendors all Information as the other may reasonably request to enable the requesting Party to administer efficiently and accurately each of its Benefit Plans, to assist SNI Spinco in obtaining its own insurance policies to provide benefits under SNI Benefit Spinco Plans, and to determine the scope of, as well as fulfill, its obligations under this Agreement; provided, however, that 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 11.01 10.1 in a manner that mitigates any such harm or consequence to the extent practicable, and the Parties agree to cooperate with each other and take such commercially reasonable steps as may be practicable to preserve the attorney-client privilege with respect to the disclosure of any such Information. Such Information shall, to the extent reasonably practicable, be provided in the format and at the times and places requested, but in no event shall the Party providing such Information be obligated to incur any out-of-pocket expenses not reimbursed by the Party making such request or make such Information available outside of its normal business hours and premises. Any Information shared or exchanged pursuant to this Agreement shall be subject to the same confidentiality requirements set forth in Section 7.08 4.4 of the Separation Distribution Agreement. The Parties also hereby agree to enter into any business associate agreements that may be required for the sharing of any Information pursuant to this Agreement to comply with the requirements of HIPAA.

Sharing of Information. EWS CVC and SNI MSG (acting directly or through their respective Subsidiaries or Affiliates) shall provide to the other and their respective agents and vendors all Information as the other may reasonably request to enable the requesting Party to administer efficiently and accurately each of its Benefit Plans, to assist SNI MSG in obtaining its own insurance policies to provide benefits under SNI Benefit MSG Plans, and to determine the scope of, as well as fulfill, its obligations under this 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 11.01 10.1 in a manner that mitigates any such harm or consequence to the extent practicable, and the Parties agree to cooperate with each other and take such commercially reasonable steps as may be practicable to preserve the attorney-client privilege with respect to the disclosure of any such Information. Such Information shall, to the extent reasonably practicable, be provided in the format and at the times and places requested, but in no event shall the Party providing such Information be obligated to incur any out-of-pocket expenses not reimbursed by the Party making such request or make such Information available outside of its normal business hours and premises. Any Information shared or exchanged pursuant to this Agreement shall be subject to the same confidentiality requirements set forth in Section 7.08 4.4 of the Separation Distribution Agreement. The Parties also hereby agree to enter into any business associate agreements that may be required for the sharing of any Information pursuant to this Agreement to comply with the requirements of HIPAA.

Sharing of Information. EWS To the extent permitted by antitrust, competition or any other applicable Law, each of PubCo, the Sellers and SNI the Sponsor agrees and acknowledges that the directors designated by Apax and the Sponsor and the Apax Board Observer may share confidential, non-public information about PubCo and its Subsidiaries (acting “Confidential Information”) with Apax and the Sponsor, as applicable. Each of Apax and the Sponsor recognizes that it, or its Affiliates and Representatives, has acquired or will acquire Confidential Information the use or disclosure of which could cause PubCo substantial loss and damages that could not be readily calculated and for which no remedy at Law would be adequate. Accordingly, each of Apax and the Sponsor covenants and agrees with PubCo that it will not (and will cause its respective controlled Affiliates and Representatives not to) at any time, except with the prior written consent of PubCo, directly or through their respective Subsidiaries or Affiliatesindirectly, disclose any Confidential Information known to it to any third party, unless (a) shall provide such information becomes known to the other public through no fault of such Party, (b) disclosure is required by applicable Law or court of competent jurisdiction or requested by a Governmental Entity; provided that such Party promptly notifies PubCo of such requirement or request and their respective agents takes commercially reasonable steps, at the sole cost and vendors all Information as the other may reasonably request to enable the requesting Party to administer efficiently and accurately each expense of its Benefit PlansPubCo, to assist SNI in obtaining its own insurance policies to provide benefits under SNI Benefit Plans, and to determine minimize the scope of, as well as fulfill, its obligations under this Agreement; provided, however, that in the event that any Party reasonably determines that extent of any such provision of Information could be commercially detrimental required disclosure, (c) such information was available or becomes available to such Party before, on or after the Effective Date, without restriction, from a source (other than PubCo) without any member breach of its Group, violate any Law duty to PubCo or agreement to which (d) such information was independently developed by such Party or member its Representatives without the use of its Group is a partythe Confidential Information. Notwithstanding the foregoing, or waive any attorney-client privilege applicable to such Party or member of its Group, the Parties nothing in this Investor Rights Agreement shall provide any such Information prohibit Apax and the Parties Sponsor from disclosing Confidential Information to any Affiliate, Representative, limited partner, member or shareholder of such Party; provided that such Person shall take all reasonable measures to comply with the obligations pursuant to this Section 11.01 in a manner that mitigates any such harm or consequence to the extent practicable, and the Parties agree to cooperate with each other and take such commercially reasonable steps as may be practicable to preserve the attorney-client privilege bound by an obligation of confidentiality with respect to the disclosure such Confidential Information and such Party shall be responsible for any breach of this Section 2.2 by any such InformationPerson. Such No Confidential Information shall, shall be deemed to the extent reasonably practicable, be provided in to any Person, including any Affiliate of Apax or the format and at the times and places requestedSponsor, but in no event shall the Party providing unless such Confidential Information be obligated is actually provided to incur any out-of-pocket expenses not reimbursed by the Party making such request or make such Information available outside of its normal business hours and premises. Any Information shared or exchanged pursuant to this Agreement shall be subject to the same confidentiality requirements set forth in Section 7.08 of the Separation Agreement. The Parties also hereby agree to enter into any business associate agreements that may be required for the sharing of any Information pursuant to this Agreement to comply with the requirements of HIPAAPerson.

Sharing of Information. EWS NorthStar Realty and SNI NSAM (acting directly or through their respective Subsidiaries or AffiliatesSubsidiaries) shall promptly provide to the other and their respective agents and vendors all Information as the other may reasonably request to enable the requesting Party to administer efficiently and accurately each of its Benefit Plans, timely respond to audit requests, to assist SNI NSAM in obtaining its own insurance policies to provide benefits under SNI Benefit NSAM Plans, and to determine the scope of, as well as fulfill, its obligations under this 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 11.01 8.1 in a manner that mitigates any such harm or consequence to the extent practicable, and the Parties agree to cooperate with each other and take such commercially reasonable steps as may be practicable to preserve the attorney-client privilege with respect to the disclosure of any such Information. Such Information shall, to the extent reasonably practicable, be provided in the format and at the times and places requested, but in no event shall the Party providing such Information be obligated to incur any out-of-pocket expenses not reimbursed by the Party making such request or make such Information available outside of its normal business hours and premises. Any Information shared or exchanged pursuant to this Agreement shall be subject to the same confidentiality requirements set forth in Section 7.08 6.07 of the Separation Agreement. The Parties also hereby agree to enter into any business associate agreements that may be required for the sharing of any Information pursuant to this Agreement to comply with the requirements of HIPAA.

Sharing of Information. EWS To the extent permitted by applicable Law, Entergy, TransCo and SNI (acting directly or through their respective Subsidiaries or Affiliates) ITC shall provide to the each other and their respective agents and vendors all Information (other than attorney-client privileged Information or attorney work product) as the other may reasonably request to enable the requesting Party to defend or prosecute claims, administer efficiently and accurately each of its Benefit PlansArrangements (including in connection with audits or other proceedings maintained by any Governmental Authority), to assist SNI in obtaining its own insurance policies to provide benefits timely and accurately comply with and report under SNI Benefit PlansSection 14 of the Securities Exchange Act of 1934, as amended and the Code, to determine the scope of, as well as fulfill, its obligations under this 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 otherwise to comply with the obligations pursuant to this Section 11.01 in a manner that mitigates any such harm or consequence to the extent practicable, and the Parties agree to cooperate with each other and take such commercially reasonable steps as may be practicable to preserve the attorney-client privilege with respect to the disclosure provisions of any such Informationapplicable Law. Such Information shall, to the extent reasonably practicable, be provided in the format and at the times and places requested, but in no event shall the Party providing such Information be obligated to incur any out-of-pocket expenses not reimbursed by the Party making such request or make such Information available outside of its normal business hours and premises. Any Information shared or exchanged pursuant to this Agreement shall be subject to the same confidentiality requirements set forth in Section 7.08 ARTICLE VII of the Separation Agreement; provided, that, notwithstanding anything in such ARTICLE VII and without otherwise limiting the provisions of such ARTICLE VII, each of the Parties shall comply with any requirement of applicable Law in regard to the confidentiality of the Information (whether relating to employee records or otherwise) that is shared with another Party in accordance with this Section 10.1. The Parties also hereby agree to enter into any business associate agreements that may be required for the sharing of any Information pursuant to this Agreement to comply with the requirements of HIPAA. The Parties shall use their best efforts to secure consents or authorizations from employees, former employees and their respective dependents to the extent required to permit the Parties to share Information as contemplated in this Section 10.1.

Sharing of Information. EWS MSG Networks and SNI Spinco (acting directly or through their respective Subsidiaries or AffiliatesSubsidiaries) shall provide to the other and their respective agents and vendors all Information as the other may reasonably request to enable the requesting Party to administer efficiently and accurately each of its Benefit Plans, to assist SNI Spinco in obtaining its own insurance policies to provide benefits under SNI Benefit Spinco Plans, and to determine the scope of, as well as fulfill, its obligations under this Agreement; provided, however, that 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 11.01 10.1 in a manner that mitigates any such harm or consequence to the extent practicable, and the Parties agree to cooperate with each other and take such commercially reasonable steps as may be practicable to preserve the attorney-client privilege with respect to the disclosure of any such Information. Such Information shall, to the extent reasonably practicable, be provided in the format and at the times and places requested, but in no event shall the Party providing such Information be obligated to incur any out-of-pocket expenses not reimbursed by the Party making such request or make such Information available outside of its normal business hours and premises. Any Information shared or exchanged pursuant to this Agreement shall be subject to the same confidentiality requirements set forth in Section 7.08 4.4 of the Separation Distribution Agreement. The Parties also hereby agree to enter into any business associate agreements that may be required for the sharing of any Information pursuant to this Agreement to comply with the requirements of HIPAA.

Sharing of Information. EWS MSGS and SNI Spinco (acting directly or through their respective Subsidiaries or AffiliatesSubsidiaries) shall provide to the other and their respective agents and vendors all Information as the other may reasonably request to enable the requesting Party to administer efficiently and accurately each of its Benefit Plans, to assist SNI Spinco in obtaining its own insurance policies to provide benefits under SNI Benefit Spinco Plans, and to determine the scope of, as well as fulfill, its obligations under this Agreement; provided, however, that 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 11.01 10.1 in a manner that mitigates any such harm or consequence to the extent practicable, and the Parties agree to cooperate with each other and take such commercially reasonable steps as may be practicable to preserve the attorney-client privilege with respect to the disclosure of any such Information. Such Information shall, to the extent reasonably practicable, be provided in the format and at the times and places requested, but in no event shall the Party providing such Information be obligated to incur any out-of-pocket expenses not reimbursed by the Party making such request or make such Information available outside of its normal business hours and premises. Any Information shared or exchanged pursuant to this Agreement shall be subject to the same confidentiality requirements set forth in Section 7.08 4.4 of the Separation Distribution Agreement. The Parties also hereby agree to enter into any business associate agreements that may be required for the sharing of any Information pursuant to this Agreement to comply with the requirements of HIPAA.

Sharing of Information. EWS To the extent permitted by applicable Law, Fox, Newco and SNI (acting directly or through their respective Subsidiaries or Affiliates) Ainge shall provide to the each other and their respective agents and vendors all Information (other than attorney-client privileged Information or attorney work product) as the other may reasonably request to enable the requesting Party to defend or prosecute claims, administer efficiently and accurately each of its Benefit PlansArrangements (including in connection with audits or other proceedings maintained by any Governmental Authority), to assist SNI in obtaining its own insurance policies to provide benefits timely and accurately comply with and report under SNI Benefit PlansSection 14 of the Securities Exchange Act of 1934, as amended and the Code, to determine the scope of, as well as fulfill, its obligations under this 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 otherwise to comply with the obligations pursuant provisions of applicable Law. Fox shall comply with all applicable data privacy Laws and requirements when collecting, processing, sharing and/or transferring information relating to this Section 11.01 in a manner that mitigates any such harm an individual or consequence which on its own or with other information may identify or be used to the extent practicable, and the Parties agree to cooperate with each other and take such commercially reasonable steps as may be practicable to preserve the attorney-client privilege with respect to the disclosure of any such Informationidentify an individual. Such Information shall, to the extent reasonably practicable, be provided in the format and at the times and places requested, but in no event shall the Party providing such Information be obligated to incur any out-of-pocket expenses not reimbursed by the Party making such request or make such Information available outside of its normal business hours and premises. Any Information shared or exchanged pursuant to this Agreement shall be subject to the same confidentiality requirements set forth in Section 7.08 Article VI of the Separation Distribution Agreement; provided, that, notwithstanding anything in such Article VI and without otherwise limiting the provisions of such Article VI, each of the Parties shall comply with any requirement of applicable Law in regard to the confidentiality of the Information (whether relating to employee records or otherwise) that is shared with another Party in accordance with this Section 10.1. The Parties also hereby agree to enter into any business associate agreements that may be required for the sharing of any Information pursuant to this Agreement to comply with the requirements of HIPAA. The Parties shall use their best efforts to secure Consents from employees, former employees and their respective dependents to the extent required by Law or otherwise to permit the Parties to share Information as contemplated in this Section 10.1. Fox shall indemnify, defend and hold harmless the Ainge Indemnitees and the Newco Indemnitees for any Losses or Liabilities related to or resulting from the failure by any member of the Fox Group to provide timely and accurate Information prior to, at or after the Closing in accordance with this Agreement. Ainge shall indemnify, defend and hold harmless the Fox Indemnitees for any Losses or Liabilities related to or resulting from the failure to provide timely and accurate Information (i) by any member of the Ainge Group, whether prior to, at or following the Closing, or (ii) by any member of the Newco Group, following the Closing.

Sharing of Information. EWS Remainco and SNI Spinco (acting directly or through their respective Subsidiaries or AffiliatesSubsidiaries) shall provide to the other and their respective agents and vendors all Information as the other may reasonably request to enable the requesting Party to administer efficiently and accurately each of its Benefit Plans, to assist SNI Spinco in obtaining its own insurance policies to provide benefits under SNI Benefit Spinco Plans, and to determine the scope of, as well as fulfill, its obligations under this Agreement; provided, however, that 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 11.01 12.1 in a manner that mitigates any such harm or consequence to the extent practicable, and the Parties agree to cooperate with each other and take such commercially reasonable steps as may be practicable to preserve the attorney-client privilege with respect to the disclosure of any such Information. Such Information shall, to the extent reasonably practicable, be provided in the format and at the times and places requested, but in no event shall the Party providing such Information be obligated to incur any out-of-pocket expenses not reimbursed by the Party making such request or make such Information available outside of its normal business hours and premises. Any Information shared or exchanged pursuant to this Agreement shall be subject to the same confidentiality requirements set forth in Section 7.08 Article VI of the Separation Agreement. The Parties also hereby agree to enter into any business associate agreements that may be required for the sharing of any Information pursuant to this Agreement to comply with the requirements of HIPAA.

Sharing of Information. EWS and SNI The Parties (acting directly or through their respective Subsidiaries or AffiliatesSubsidiaries) shall promptly provide to the other Party and their respective agents and vendors all Information information as the other may reasonably request to enable the requesting Party to administer efficiently and accurately each of its Benefit Plans, to assist SNI in obtaining its own insurance policies to provide benefits under SNI Benefit Plans, equity administration plans or arrangements and to determine the scope of, as well as fulfill, its obligations under this Agreement; provided, however, that in the event that any Party reasonably determines that any such provision of Information information could be commercially detrimental to such Party or any member of its Group, violate any Law or agreement to which such Party or any member of its Group is a party, or waive any attorney-client privilege applicable to such Party or any member of its Group, the Parties shall provide any such Information information and the Parties shall take all reasonable measures to comply with the obligations pursuant to this Section 11.01 2.5 in a manner that mitigates any such harm or consequence to the extent practicable, and the Parties agree to cooperate with each other and take such commercially reasonable steps as may be practicable to preserve the attorney-attorney- –7– SC1:3907093.2 client privilege with respect to the disclosure of any such Informationinformation. Such Information information shall, to the extent reasonably practicable, be provided in the format and at the times and places requested, but in no event shall the Party providing such Information information be obligated to incur any out-of-pocket expenses not reimbursed by the Party making such request or make such Information information available outside of its normal business hours and premises. Any Information information shared or exchanged pursuant to this Agreement shall be subject to the same generally accepted confidentiality requirements set forth in Section 7.08 of the Separation Agreement. The Parties also hereby agree to enter into any business associate agreements that may be required for the sharing of any Information pursuant to this Agreement to comply with the requirements of HIPAArequirements.

Sharing of Information. EWS Group and SNI ING U.S. (acting directly or through their respective Subsidiaries or AffiliatesSubsidiaries) shall promptly provide to the other and their respective agents and vendors all Information as the other may reasonably request to enable the requesting Party to administer efficiently and accurately each of its Benefit the Group Share Plans and the ING U.S. Share Plans, timely respond to assist SNI in obtaining its own insurance policies to provide benefits under SNI Benefit Plans, audit requests and to determine the scope of, as well as fulfill, its obligations under this 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 11.01 4.1 in a manner that mitigates any such harm or consequence to the extent practicable, and the Parties agree to cooperate with each other and take such commercially reasonable steps as may be practicable to preserve the attorney-client privilege with respect to the disclosure of any such Information. Such Information shall, to the extent reasonably practicable, be provided in the format and at the times and places requested, but in no event shall the Party providing such Information be obligated to incur any out-of-pocket expenses not reimbursed by the Party making such request or make such Information available outside of its normal business hours and premises. Any Information shared or exchanged pursuant to this Agreement shall be subject to the same confidentiality requirements confidential information and information handling provisions set forth in Section 7.08 Sections 4.8 and 9.3 of the Separation Shareholder Agreement. The Parties also hereby agree to enter into any business associate agreements that may be required for the sharing of any Information pursuant to this Agreement to comply with the requirements of HIPAA.

Sharing of Information. EWS and SNI To the extent permitted by applicable Law, each Party (acting directly or through their respective Subsidiaries or its Affiliates) shall use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and their respective its agents and vendors all Information such information as the other Party may reasonably request to enable the requesting Party to administer efficiently and accurately each of its Benefit Plans, to assist SNI in obtaining its own insurance policies to provide benefits under SNI Benefit Plans, Plans and to determine the scope of, as well as fulfill, its obligations under this Agreement; provided, however, that that, in the event that any Party reasonably the party to whom the request has been made determines that any such provision of Information information could be commercially detrimental to such Party or any member of its Groupdetrimental, 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 Groupprivilege, then the Parties shall provide use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such Information and the Parties shall take all reasonable measures to comply with the obligations harm or consequence. The Party providing information pursuant to this Section 11.01 11.4 shall only be obligated to provide such information in a manner that mitigates the form, condition and format in which it then exists and in no event shall such party be required to perform any such harm improvement, modification, conversion, updating or consequence to the extent practicable, and the Parties agree to cooperate with each other and take such commercially reasonable steps as may be practicable to preserve the attorney-client privilege with respect to the disclosure reformatting of any such Informationinformation. Such Information information shall, to the extent reasonably practicable, be provided in the format and at the times and places requested, but in no event shall the Party providing such Information information be obligated to incur any out-of-pocket expenses not reimbursed by the Party making such request or make such Information information available outside of its normal business hours and premises. Any Information information owned by either Party (or its Subsidiaries) that is provided to a requesting Party pursuant to this Section 11.4 shall remain the property of the providing Party (or its Subsidiaries), and unless specifically set forth herein, nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such information. The Party requesting such information agrees to reimburse the other Party for the reasonable out-of-pocket costs, if any, of creating, gathering and copying such information or otherwise complying with the request with respect to such information. Any information shared or exchanged pursuant to this Agreement shall be subject to the same confidentiality requirements set forth in Section 7.08 of the Separation Agreement. The Parties also hereby agree With respect to enter into any business associate agreements that may be required for the sharing of any Information pursuant retaining, destroying, transferring, sharing, copying and permitting access to this Agreement to all such information, RemainCo and SpinCo shall (and shall cause their respective Subsidiaries to) comply with all applicable Laws, contracts and internal policies, and shall indemnify each other and hold each other harmless from and against any and all Liabilities and claims that arise from a failure by the requirements of HIPAAindemnifying Party or its Subsidiaries (or their respective agents) to so comply with any applicable Law, contract and/or internal policy applicable to such information.

Sharing of Information. EWS CVC and SNI AMC (acting directly or through their respective Subsidiaries or AffiliatesSubsidiaries) shall promptly provide to the other and their respective agents and vendors all Information as the other may reasonably request to enable the requesting Party to administer efficiently and accurately each of its Benefit Plans, timely respond to audit requests, to assist SNI AMC in obtaining its own insurance policies to provide benefits under SNI Benefit AMC Plans, and to determine the scope of, as well as fulfill, its obligations under this 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 11.01 10.1 in a manner that mitigates any such harm or consequence to the extent practicable, and the Parties agree to cooperate with each other and take such commercially reasonable steps as may be practicable to preserve the attorney-client privilege with respect to the disclosure of any such Information. Such Information shall, to the extent reasonably practicable, be provided in the format and at the times and places requested, but in no event shall the Party providing such Information be obligated to incur any out-of-pocket expenses not reimbursed by the Party making such request or make such Information available outside of its normal business hours and premises. Any Information shared or exchanged pursuant to this Agreement shall be subject to the same confidentiality requirements set forth in Section 7.08 4.4 of the Separation Distribution Agreement. The Parties also hereby agree to enter into any business associate agreements that may be required for the sharing of any Information pursuant to this Agreement to comply with the requirements of HIPAA.

Sharing of Information. EWS Scripps and SNI Newco (acting directly or through their respective Subsidiaries or Affiliates) shall provide to the other and their respective agents and vendors all Information as the other may reasonably request to enable the requesting Party to administer efficiently and accurately each of its Benefit Plans, to assist SNI Newco in obtaining its own insurance policies to provide benefits under SNI Newco Benefit Plans, to transfer state unemployment and workers’ compensation experience ratings and associated reserves, and to determine the scope of, as well as fulfill, its obligations under this 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 GroupAffiliates or Subsidiaries, violate any Applicable Law or agreement to which such Party or member of its Group Affiliates or Subsidiaries is a party, or waive any attorney-client privilege applicable to such Party or member of its GroupAffiliates or Subsidiaries, the Parties shall provide any such Information and the Parties shall take all reasonable measures to comply with the obligations pursuant to this Section 11.01 in a manner that mitigates any such harm or consequence to the extent practicable, and the Parties agree to cooperate with each other and take such commercially reasonable steps as may be practicable to preserve the attorney-client privilege with respect to the disclosure of any such Information. Such Information shall, to the extent reasonably practicable, be provided in the format and at the times and places requested, but in no event shall the Party providing such Information be obligated to incur any out-of-pocket expenses not reimbursed by the Party making such request or make such Information available outside of its normal business hours and premises. Any Information shared or exchanged pursuant to this Agreement shall be subject to the same confidentiality requirements set forth in Section 7.08 of the Separation Agreement. The Parties also hereby agree to enter into any business associate agreements that may be required for the sharing of any Information pursuant to this Agreement to comply with the requirements of HIPAA.

Sharing of Information. EWS To the extent permitted by applicable Law, Xxxxxxx, Newco and SNI (acting directly or through their respective Subsidiaries or Affiliates) NetScout shall provide to the each other and their respective agents and vendors all Information (other than attorney-client privileged Information or attorney work product) as the other may reasonably request to enable the requesting Party to defend or prosecute claims, administer efficiently and accurately each of its Benefit PlansArrangements (including in connection with audits or other proceedings maintained by any Governmental Authority), to assist SNI in obtaining its own insurance policies to provide benefits timely and accurately comply with and report under SNI Benefit PlansSection 14 of the Securities Exchange Act of 1934, as amended and the Code, to determine the scope of, as well as fulfill, its obligations under this 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 otherwise to comply with the obligations pursuant provisions of applicable Law. Xxxxxxx shall comply with all applicable data privacy Laws and requirements when collecting, processing, sharing and/or transferring information relating to this Section 11.01 in a manner that mitigates any such harm an individual or consequence which on its own or with other information may identify or be used to the extent practicable, and the Parties agree to cooperate with each other and take such commercially reasonable steps as may be practicable to preserve the attorney-client privilege with respect to the disclosure of any such Informationidentify an individual. Such Information shall, to the extent reasonably practicable, be provided in the format and at the times and places requested, but in no event shall the Party providing such Information be obligated to incur any out-of-pocket expenses not reimbursed by the Party making such request or make such Information available outside of its normal business hours and premises. Any Information shared or exchanged pursuant to this Agreement shall be subject to the same confidentiality requirements set forth in Section 7.08 Article VII of the Separation Distribution Agreement; provided, that, notwithstanding anything in such Article VII and without otherwise limiting the provisions of such Article VII, each of the Parties shall comply with any requirement of applicable Law in regard to the confidentiality of the Information (whether relating to employee records or otherwise) that is shared with another Party in accordance with this Section 10.1. The Parties also hereby agree to enter into any business associate agreements that may be required for the sharing of any Information pursuant to this Agreement to comply with the requirements of HIPAA. The Parties shall use their best efforts to secure Consents from employees, former employees and their respective dependents to the extent required by Law or otherwise to permit the Parties to share Information as contemplated in this Section 10.1.

Sharing of Information. EWS To the extent permitted by Applicable Law, BX and SNI (acting directly or through their respective Subsidiaries or Affiliates) PJT HoldCo shall provide to the each other and their respective agents and vendors all Information (other than attorney-client privileged Information or attorney work product) as the other may reasonably request to enable the requesting Party to defend or prosecute claims, to administer efficiently and accurately each of its Benefit PlansArrangements (including in connection with audits or other proceedings maintained by any Governmental Authority), to assist SNI in obtaining its own insurance policies facilitate the treatment of equity awards and compensation matters as contemplated under this Agreement, to provide benefits timely and accurately comply with and report under SNI Benefit PlansSection 14 of the Securities Exchange Act of 1934, as amended and the Code, to determine the scope of, as well as fulfill, all of its other obligations under this 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 otherwise to comply with the obligations pursuant to this Section 11.01 in a manner that mitigates any such harm or consequence to the extent practicable, and the Parties agree to cooperate with each other and take such commercially reasonable steps as may be practicable to preserve the attorney-client privilege with respect to the disclosure provisions of any such InformationApplicable Law. Such Information shall, to the extent reasonably practicable, be provided in the format and at the times and places requested, but in no event shall the Party providing such Information be obligated to incur any out-of-pocket expenses not reimbursed by the Party making such request or make such Information available outside of its normal business hours and premises. Any Information shared or exchanged pursuant to this Agreement shall be subject to the same confidentiality requirements set forth in Section 7.08 ARTICLE IX of the Separation Agreement; provided, that, notwithstanding anything in such ARTICLE IX and without otherwise limiting the provisions of such ARTICLE IX, each of the Parties shall comply with any requirement of Applicable Law in regard to the confidentiality of the Information (whether relating to employee records or otherwise) that is shared with another Party in accordance with this Section 8.1. The Parties also hereby agree to enter into any business associate agreements that may be required for the sharing of any Information pursuant to this Agreement to comply with the requirements of HIPAA. The Parties shall use their best efforts to secure consents or authorizations from employees, former employees and their respective dependents to the extent required to permit the Parties to share Information as contemplated in this Section 8.1.

Sharing of Information. EWS Remainco and SNI Spinco (acting directly or through their respective Subsidiaries or AffiliatesSubsidiaries) shall provide to the other and their respective agents and vendors all Information as the other may reasonably request to enable the requesting Party to administer efficiently and accurately each of its Spinco Benefit Plans or Remainco Benefit Plans, as applicable, to assist SNI Spinco in obtaining its own insurance policies to provide benefits under SNI Spinco Benefit Plans, and to determine the scope of, as well as fulfill, its obligations under this Agreement; provided, however, that 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 11.01 11.1 in a manner that mitigates any such harm or consequence to the extent practicable, and the Parties agree to cooperate with each other and take such commercially reasonable steps as may be practicable to preserve the attorney-client privilege with respect to the disclosure of any such Information. Such Information shall, to the extent reasonably practicable, be provided in the format and at the times and places requested, but in no event shall the Party providing such Information be obligated to incur any out-of-pocket expenses not reimbursed by the Party making such request or make such Information available outside of its normal business hours and premises. Any Information shared or exchanged pursuant to this Agreement shall be subject to the same confidentiality requirements set forth in Section 7.08 Article VI of the Separation Agreement. The Parties also hereby agree to enter into any business associate agreements that may be required for the sharing of any Information pursuant to this Agreement to comply with the requirements of HIPAA.

Sharing of Information. EWS MSG Networks and SNI Spinco (acting directly or through their respective Subsidiaries or AffiliatesSubsidiaries) shall provide to the other and their respective agents and vendors all Information as the other may reasonably request to enable the requesting Party to administer efficiently and accurately each of its Benefit Plans, to assist SNI Spinco in obtaining its own insurance policies to provide benefits under SNI Benefit Spinco Plans, and to determine the scope of, as well as fulfill, its obligations under this Agreement; providedprovided , howeverhowever , that 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 11.01 10.1 in a manner that mitigates any such harm or consequence to the extent practicable, and the Parties agree to cooperate with each other and take such commercially reasonable steps as may be practicable to preserve the attorney-client privilege with respect to the disclosure of any such Information. Such Information shall, to the extent reasonably practicable, be provided in the format and at the times and places requested, but in no event shall the Party providing such Information be obligated to incur any out-of-pocket expenses not reimbursed by the Party making such request or make such Information available outside of its normal business hours and premises. Any Information shared or exchanged pursuant to this Agreement shall be subject to the same confidentiality requirements set forth in Section 7.08 4.4 of the Separation Distribution Agreement. The Parties also hereby agree to enter into any business associate agreements that may be required for the sharing of any Information pursuant to this Agreement to comply with the requirements of HIPAA.

Sharing of Information. EWS To the extent permitted by applicable Law, Parent and SNI (acting directly or through their respective Subsidiaries or Affiliates) NewCo shall provide to the each other and their respective agents and vendors all Information (other than attorney-client privileged Information or attorney work product) as the other may reasonably request to enable the requesting Party to defend or prosecute claims, administer efficiently and accurately each of its Benefit PlansArrangements (including in connection with audits or other proceedings maintained by any Governmental Authority), to assist SNI in obtaining its own insurance policies to provide benefits timely and accurately comply with and report under SNI Benefit PlansSection 14 of the Securities Exchange Act of 1934, as amended and the Code, to determine the scope of, as well as fulfill, its obligations under this 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 otherwise to comply with the obligations pursuant to this Section 11.01 in a manner that mitigates any such harm or consequence to the extent practicable, and the Parties agree to cooperate with each other and take such commercially reasonable steps as may be practicable to preserve the attorney-client privilege with respect to the disclosure provisions of any such Informationapplicable Law. Such Information shall, to the extent reasonably practicable, be provided in the format and at the times and places requested, but in no event shall the Party providing such Information be obligated to incur any out-of-pocket expenses not reimbursed by the Party making such request or make such Information available outside of its normal business hours and premises. Any Information shared or exchanged pursuant to this Agreement shall be subject to the same confidentiality requirements set forth in Section 7.08 ARTICLE VII of the Separation Agreement; provided, that notwithstanding anything in such ARTICLE VII and without otherwise limiting the provisions of such ARTICLE VII, each of the Parties shall comply with any requirement of applicable Law in regard to the confidentiality of the Information (whether relating to employee records or otherwise) that is shared with another Party in accordance with this Section 9.1. The Parties also hereby agree to enter into any business associate agreements that may be required for the sharing of any Information pursuant to this Agreement to comply with the requirements of HIPAA. The Parties shall use their best efforts to secure Consents or authorizations from employees, former employees and their respective dependents to the extent required to permit the Parties to share Information as contemplated in this Section 9.1.

Sharing of Information. EWS Group and SNI ING U.S. (acting directly or through their respective Subsidiaries or AffiliatesSubsidiaries) shall promptly provide to the other and their respective agents and vendors all Information as the other may reasonably request to enable the requesting Party to administer efficiently and accurately each of its Benefit the Group Share Plans and the ING U.S. Share Plans, timely respond to assist SNI in obtaining its own insurance policies to provide benefits under SNI Benefit Plans, audit requests and to determine the scope of, as well as fulfill, its obligations under this 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 11.01 4.1 in a manner that mitigates any such harm or consequence to the extent practicable, and the Parties agree to cooperate with each other and take such commercially reasonable steps as may be practicable to preserve the attorney-client privilege with respect to the disclosure of any such Information. Such Information shall, to the extent reasonably practicable, be provided in the format and at the times and places requested, but in no event shall the Party providing such Information be obligated to incur any out-of-pocket expenses not reimbursed by the Party making such request or make such Information available outside of its normal business hours and premises. Any Information shared or exchanged pursuant to this Agreement shall be subject to the same confidentiality requirements confidential information and information handling provisions set forth in Section 7.08 Sections 4.8 and 10.8 of the Separation Shareholder Agreement. The Parties also hereby agree to enter into any business associate agreements that may be required for the sharing of any Information pursuant to this Agreement to comply with the requirements of HIPAA.

Sharing of Information. EWS To the extent permitted by applicable Law and SNI (acting directly or through their respective Subsidiaries or Affiliates) Section 5.3 of the Separation Agreement, WDC and Spinco shall provide to the each other and their respective agents and vendors all Information (other than communications, documents and materials subject to any Privilege) as the other may reasonably request to enable the requesting Party to defend or prosecute claims, administer efficiently and accurately each of its Benefit PlansArrangements (including in connection with audits or other proceedings maintained by any Governmental Authority), to assist SNI in obtaining its own insurance policies to provide benefits timely and accurately comply with and report under SNI Benefit PlansSection 14 of the Securities Exchange Act of 1934, as amended, and the Code, to determine the scope of, as well as fulfill, its obligations under this 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 otherwise to comply with the obligations pursuant provisions of applicable Law. WDC shall comply with all applicable Privacy Laws and requirements when collecting, processing, sharing and/or transferring information relating to this Section 11.01 in a manner that mitigates any such harm an individual or consequence which on its own or with other information may identify or be used to the extent practicable, and the Parties agree to cooperate with each other and take such commercially reasonable steps as may be practicable to preserve the attorney-client privilege with respect to the disclosure of any such Informationidentify an individual. Such Information shall, to the extent reasonably practicable, be provided in the format and at the times and places requested, but in no event shall the Party providing such Information be obligated to incur any out-of-pocket expenses not reimbursed by the Party making such request or make such Information available outside of its normal business hours and premises. Any Information shared or exchanged pursuant to this Agreement shall be subject to the same confidentiality requirements set forth in Section 7.08 6.6 of the Separation Agreement; provided, that, notwithstanding anything in such Section 6.6 and without otherwise limiting the provisions of such Section 6.6, each of the Parties shall comply with any requirement of applicable Law in regard to the confidentiality of the Information (whether relating to employee records or otherwise) that is shared with another Party in accordance with this Section 8.1. The Parties also hereby agree to enter into any business associate agreements that may be required for the sharing of any Information pursuant to this Agreement to comply with the requirements of HIPAA. The Parties shall use their best efforts to secure Consents from employees, former employees and their respective dependents to the extent required by Law or otherwise to permit the Parties to share Information as contemplated in this Section 8.1. WDC shall indemnify, defend and hold harmless the Spinco Indemnitees for any Losses or Liabilities related to or resulting from the failure by any member of the WDC Group to provide timely and accurate Information prior to, at or after the Distribution Date in accordance with this Agreement. The Spinco Group shall indemnify, defend and hold harmless the WDC Indemnitees for any Losses or Liabilities related to or resulting from the failure to provide timely and accurate Information by any member of the Spinco Group, following the Distribution Date. Nothing in this Section 8.1 shall be construed to govern any matters of Privilege, which such matters shall be governed by Section 5.3 of the Separation Agreement.

Sharing of Information. EWS and SNI (acting directly or through their respective Subsidiaries or Affiliates) Each of the parties hereto shall provide use reasonable efforts to make available promptly to the other parties hereto any material information it receives pursuant to any Loan Document or any Reimbursement Documentation, as applicable, regarding (i) the operation and their respective agents and vendors all Information financial condition or business of the Borrower or any Related Party, (ii) the ability of the Borrower or any Subsidiary Loan Party or Subsidiary Reimbursement Party, as the other case may reasonably request to enable the requesting Party to administer efficiently and accurately each of its Benefit Plansbe, to assist SNI in obtaining its own insurance policies pay or perform under the Revolving Credit Obligations or the Reimbursement Obligations when due, (iii) the security interests granted by or pursuant to provide benefits under SNI Benefit Plansthe Security Documents or the Reimbursement Documentation, (iv) the occurrence of a Guarantor Default or a Reimbursement Event of Default or a Revolving Credit Event of Default, or (v) any other matter regarding the Borrower or any Related Parties, the Revolving Credit Obligations or the Reimbursement Obligations which such party considers to be of common interest to the Fund Guarantors, the Administrative Agent, the Collateral Agent and to determine the scope of, as well as fulfill, its obligations under this AgreementLenders; provided, howeverthat (i) this Section 2.01 shall not require any Fund Guarantor or Lender to make available information which, that in the event that any Party reasonably determines that any such provision party's reasonable judgment, is not of Information could be commercially detrimental common interest 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 Fund Guarantors and the Parties Lenders or is subject to confidentiality restrictions which prohibit such disclosure and (ii) no party hereto shall take all reasonable measures have any liability for any failure to comply with the obligations pursuant to this Section 11.01 in a manner that mitigates any such harm or consequence make available to the extent practicable, and the Parties agree to cooperate with each other and take parties hereto such commercially reasonable steps as may be practicable to preserve the attorney-client privilege with respect to the disclosure information or for any inaccuracy or incompleteness of any such Information. Such Information shall, to the extent reasonably practicable, be provided information made available by it in the format and at the times and places requested, but in no event shall the Party providing such Information be obligated to incur any out-of-pocket expenses not reimbursed by the Party making such request or make such Information available outside of its normal business hours and premises. Any Information shared or exchanged pursuant to this Agreement shall be subject to the same confidentiality requirements set forth in Section 7.08 of the Separation Agreement. The Parties also hereby agree to enter into any business associate agreements that may be required for the sharing of any Information pursuant to this Agreement to comply with the requirements of HIPAAgood faith.

Sharing of Information. EWS To the extent permitted by applicable Law, Entergy, TransCo and SNI (acting directly or through their respective Subsidiaries or Affiliates) ITC shall provide to the each other and their respective agents and vendors all Information (other than attorney-client privileged Information or attorney work product) as the other may reasonably request to enable the requesting Party to defend or prosecute claims, administer efficiently and accurately each of its Benefit PlansArrangements (including in connection with audits or other proceedings maintained by any Governmental Authority), to assist SNI in obtaining its own insurance policies to provide benefits timely and accurately comply with and report under SNI Benefit PlansSection 14 of the Securities Exchange Act of 1934, as amended and the Code, to determine the scope of, as well as fulfill, its obligations under this 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 otherwise to comply with the obligations pursuant to this Section 11.01 in a manner that mitigates any such harm or consequence to the extent practicable, and the Parties agree to cooperate with each other and take such commercially reasonable steps as may be practicable to preserve the attorney-client privilege with respect to the disclosure provisions of any such Informationapplicable Law. Such Information shall, to the extent reasonably practicable, be provided in the format and at the times and places requested, but in no event shall the Party providing such Information be obligated to incur any out-of-pocket expenses not reimbursed by the Party making such request or make such Information available outside of its normal business hours and premises. Any Information shared or exchanged pursuant to this Agreement shall be subject to the same confidentiality requirements set forth in Section 7.08 ARTICLE VII of the Separation Agreement; provided, that, notwithstanding anything in such ARTICLE VII and without otherwise limiting the provisions of such ARTICLE VII, each of the Parties shall comply with any requirement of applicable Law in regard to the confidentiality of the Information (whether relating to employee records or otherwise) that is shared with another Party in accordance with this Section 10. 1. The Parties also hereby agree to enter into any business associate agreements that may be required for the sharing of any Information pursuant to this Agreement to comply with the requirements of HIPAA. The Parties shall use their best efforts to secure consents or authorizations from employees, former employees and their respective dependents to the extent required to permit the Parties to share Information as contemplated in this Section 10.1.

Sharing of Information. EWS To the extent permitted by applicable Law, Entergy, Enexus and SNI (acting directly or through their respective Subsidiaries or Affiliates) EquaGen shall provide to the each other and their respective agents and vendors all Information as the other may reasonably request to enable the requesting Party to defend or prosecute claims, administer efficiently and accurately each of its Benefit PlansArrangements (including in connection with audits or other proceedings maintained by any Governmental Entity), to assist SNI in obtaining its own insurance policies to provide benefits timely and accurately comply with and report under SNI Benefit PlansSection 14 of the Exchange Act and the Code, and to determine the scope of, as well as fulfill, its obligations under this 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 otherwise to comply with the obligations pursuant to this Section 11.01 in a manner that mitigates any such harm or consequence to the extent practicable, and the Parties agree to cooperate with each other and take such commercially reasonable steps as may be practicable to preserve the attorney-client privilege with respect to the disclosure provisions of any such Informationapplicable Law. Such Information shall, to the extent reasonably practicable, be provided in the format and at the times and places requested, but in no event shall the Party providing such Information be obligated to incur any out-of-pocket expenses not reimbursed by the Party making such request or make such Information available outside of its normal business hours and premises. Without limiting the generality of the foregoing, not less than once per year and more often upon reasonable request by Entergy or EquaGen as the case may be, the Parties shall provide to each other Information in respect of Enexus Participants and EquaGen Participants, as the case may be, who are eligible for benefits under Entergy Benefit Arrangements or EquaGen Benefit Arrangements, regarding employment termination and nondiscrimination testing under Benefit Arrangements or that is otherwise reasonably required for Benefit Arrangement administration. Any Information shared or exchanged pursuant to this Agreement shall be subject to the same confidentiality requirements set forth in Section 7.08 ARTICLE VIII of the Separation Agreement; provided, that, notwithstanding anything in such ARTICLE VIII and without otherwise limiting the provisions of such ARTICLE VIII, each of the Parties shall comply with any requirement of applicable Law in regard to the confidentiality of the Information (whether relating to employee records or otherwise) that is shared with another Party in accordance with this Section 10.1. The Parties also hereby agree to enter into any business associate agreements that may be required for the sharing of any Information pursuant to this Agreement to comply with the requirements of HIPAA.

Sharing of Information. EWS Each Secured Party and SNI each Applicable Agent shall use reasonable efforts promptly to make available to all other Secured Parties, Applicable Agents and the Collateral Trustee any material information it receives in its capacity as a Secured Party or Applicable Agent, as the case may be, regarding (acting directly a) the construction or through operation of the Project, the prospects for the timely achievement of Final Completion by the Guaranteed Final Completion Date, or the financial condition or business of any of the Borrower, the Partnership or the Partners, (b) the Borrower's and the Partnership's ability to pay the Senior Debt Obligations when due, (c) the security interests granted by or pursuant to the Common Security Agreement and the other Security Documents, (d) the ability of any of the Borrower, the Partnership or the Partners to comply with their respective Subsidiaries obligations under each of the Financing Documents, (e) the ability of any of the parties to the Project Documents to comply with their obligations thereunder, (f) the occurrence of any Event of Default or AffiliatesPotential Default or (g) any other matter regarding any of the Borrower, the Partnership or the Partners or the Senior Debt that such Secured Party, or Applicable Agent, as the case may be, in its reasonable judgment, considers to be of common interest to the Secured Parties, provided that (i) this Section 2.01 shall provide not require any Secured Party or Applicable Agent to make available to the Collateral Trustee information that, (A) in such Secured Party's reasonable judgment, is not of common interest to the other and their respective agents and vendors all Information as Secured Parties, (B) that is subject to confidentiality restrictions that prohibit such disclosure or (C) that such Secured Party or Applicable Agent reasonably believes to have already been provided to the other may reasonably request to enable Secured Parties, Applicable Agents and the requesting Party to administer efficiently Collateral Trustee and accurately each of its Benefit Plans, to assist SNI in obtaining its own insurance policies to provide benefits under SNI Benefit Plans, and to determine the scope of, as well as fulfill, its obligations under this Agreement; provided, however, that in the event that any Party reasonably determines that any such provision of Information could be commercially detrimental to such (ii) no Secured Party or Applicable Agent shall have any member of its Groupliability for any failure to make available to any other Secured Party, violate Applicable Agent or the Collateral Trustee such information or for any Law inaccuracy 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 11.01 in a manner that mitigates any such harm or consequence to the extent practicable, and the Parties agree to cooperate with each other and take such commercially reasonable steps as may be practicable to preserve the attorney-client privilege with respect to the disclosure incompleteness of any such Information. Such Information shall, to the extent reasonably practicable, be provided information made available by it in the format and at the times and places requested, but in no event shall the Party providing such Information be obligated to incur any out-of-pocket expenses not reimbursed by the Party making such request or make such Information available outside of its normal business hours and premises. Any Information shared or exchanged pursuant to this Agreement shall be subject to the same confidentiality requirements set forth in Section 7.08 of the Separation Agreement. The Parties also hereby agree to enter into any business associate agreements that may be required for the sharing of any Information pursuant to this Agreement to comply with the requirements of HIPAAgood faith.