Common use of Agreement for Exchange of Information Clause in Contracts

Agreement for Exchange of Information. (a) Subject to Section 8.1(b) and Section 8.8(f), for a period of seven (7) 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) DevCo and DevCop OP shall afford to any member of the SpinCo Group and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the 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 DevCo Group immediately following the Distribution Date that relates to any member of the SpinCo Group or the SpinCo Business, and (ii) SpinCo shall afford to any member of the DevCo Group and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the DevCo 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 SpinCo Group immediately following the Distribution Date that relates to any member of the DevCo Group or the DevCo Business; provided, however, that in the event that SpinCo or SpinCo OP, or DevCo or DevCo 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 to the extent specific information-sharing or knowledge-sharing provisions are contained in any of the Ancillary Agreements, such other provisions (and not this Section 8.1(a)) shall govern; provided, further, that the Access Period shall be extended with respect to requests (including requests for information subject to a legal hold) related to any third-party litigation or other dispute filed prior to the end of the Access Period until such litigation or dispute is finally resolved.

Agreement for Exchange of Information. (a) Subject to Section 8.1(b) and Section 8.8(f), and except as set forth in any Ancillary Agreement, for a period of seven three (73) 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) DevCo and DevCop OP Ensign shall afford to any member of the SpinCo Pennant Group and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the SpinCo 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 DevCo Ensign Group immediately following the Distribution Date that relates to any member of the SpinCo Pennant Group or the SpinCo Pennant Business, and (ii) SpinCo Pennant shall afford to any member of the DevCo Ensign Group and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the DevCo 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 SpinCo Pennant Group immediately following the Distribution Date that relates to any member of the DevCo Ensign Group or the DevCo Ensign Business; provided, however, that in the event that SpinCo Pennant or SpinCo OP, or DevCo or DevCo OPEnsign, 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-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 tax audit or proceeding or other third-party litigation or other dispute filed prior to the end of the Access Period until such litigation or dispute is finally resolved.

Agreement for Exchange of Information. (a) Subject to Section 8.1(b) and Section 8.8(f), for For a period of seven (7) years (the “Access Period”) of three (3) years following the Distribution DateDate or until the termination of both of the NLOP Advisory Agreements, 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) DevCo and DevCop OP WPC shall afford to any member of the SpinCo NLOP Group and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the SpinCo NLOP 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 DevCo WPC Group immediately following the Distribution Date that relates to any member of the SpinCo NLOP Group or the SpinCo Business, NLOP Assets and (ii) SpinCo NLOP shall afford to any member of the DevCo WPC Group and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the DevCo WPC 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 SpinCo NLOP Group immediately following the Distribution Date that relates to any member of the DevCo WPC Group or the DevCo BusinessWPC Assets; provided, however, that in the event that SpinCo NLOP or SpinCo OP, or DevCo or DevCo OPWPC, 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-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 litigation or other dispute filed prior to the end of the Access Period such period until such litigation or dispute is finally resolved.

Agreement for Exchange of Information. (a) Subject to Section 8.1(b) and except as provided in Section 8.8(f7.2(j), for a period of seven six (76) 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) DevCo and DevCop OP FTAI shall afford to any member of the SpinCo FTAI Infrastructure Group and their authorized accountants, counsel and other designated representatives Representatives reasonable access during normal business hours to, or, at the SpinCo 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 DevCo FTAI Group immediately following the Distribution Date that relates to any member of the SpinCo FTAI Infrastructure Group or the SpinCo Business, 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) SpinCo FTAI Infrastructure shall afford to any member of the DevCo FTAI Group and their authorized accountants, counsel and other designated representatives Representatives reasonable access during normal business hours to, or, at the DevCo 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 SpinCo FTAI Infrastructure Group immediately following the Distribution Date that relates to any member of the DevCo FTAI Group or the DevCo BusinessFTAI Assets or the FTAI Liabilities; provided, howeverfurther, that in the event that SpinCo FTAI Infrastructure or SpinCo OP, FTAI or DevCo or DevCo OPany 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-sharing 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 Access Period shall be extended with respect to requests (including requests for information subject to a legal hold) related to any third-third party litigation Action or other dispute filed prior to the end of the Access Period such period until such litigation Action or dispute is finally resolved.

Agreement for Exchange of Information. (a) Subject to Section 8.1(b) and Section 8.8(f), for a period of seven three (73) 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): request: (i) DevCo and DevCop OP STWD shall afford to any member of the SpinCo SWAY Group and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the SpinCo SWAY 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 DevCo STWD Group immediately following the Distribution Date that relates to any member of the SpinCo SWAY Group or the SpinCo Business, SWAY Assets and (ii) SpinCo SWAY shall afford to any member of the DevCo STWD Group and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the DevCo STWD 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 SpinCo SWAY Group immediately following the Distribution Date that relates to any member of the DevCo STWD Group or the DevCo BusinessSTWD Assets; provided, however, that in the event that SpinCo SWAY or SpinCo OP, or DevCo or DevCo OPSTWD, 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-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 litigation or other dispute filed prior to the end of the Access Period such period until such litigation or dispute is finally resolved.

Agreement for Exchange of Information. (a) Subject to Section 8.1(b) and Section 8.8(f), for a period of seven (7) 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) DevCo and DevCop OP shall afford to any member of the SpinCo Group and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the 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 DevCo Group immediately following the Distribution Date that relates to any member of the SpinCo Group or the SpinCo Business, and (ii) SpinCo shall afford to any member of the DevCo Group and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the DevCo 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 SpinCo Group immediately following the Distribution Date that relates to any member of the DevCo Group or the DevCo Business; provided, however, that in the event that SpinCo or SpinCo OP, or DevCo or DevCo 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-sharing or knowledge-sharing provisions are contained in any of the Ancillary Agreements, such other provisions (and not this Section 8.1(a)) shall govern; provided, further, that the Access Period shall be extended with respect to requests (including requests for information subject to a legal hold) related to any third-party litigation or other dispute filed prior to the end of the Access Period until such litigation or dispute is finally resolved.

Agreement for Exchange of Information. (a) Subject to Section 8.1(b) and Section 8.8(f), for a period of seven three (73) 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): request: (i) DevCo and DevCop OP Inland American shall afford to any member of the SpinCo Xenia Group and their authorized accountants, counsel and other designated representatives representatives, reasonable access during normal business hours to, or, or at the SpinCo Xenia Group’s expense, 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 DevCo Inland American Group immediately following the Distribution Date that relates to any member of the SpinCo Xenia Group or the SpinCo Business, Xenia Assets and (ii) SpinCo Xenia shall afford to any member of the DevCo Inland American Group and their authorized accountants, counsel and other designated representatives representatives, reasonable access during normal business hours to, or, or at the DevCo Inland American Group’s expense, 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 SpinCo Xenia Group immediately following the Distribution Date that relates to any member of the DevCo Inland American Group or the DevCo BusinessInland American Assets; provided, however, that in the event that SpinCo Xenia or SpinCo OP, or DevCo or DevCo OPInland American, 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 a 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-sharing 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 Access Period shall be extended with respect to requests (including requests for information subject to a legal hold) related to any third-third party litigation or other dispute Action filed prior to the end of such period, including each of the Access Period Named Actions, until such litigation or dispute is finally resolved.

Agreement for Exchange of Information. (a) Subject to Section 8.1(b) and Section 8.8(f), for a period of seven (7) years (the “Access 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) DevCo and DevCop OP SRC shall afford to any member of the SpinCo SMTA Group and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the SpinCo 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 DevCo SRC Group immediately following the Distribution Date that relates to any member of the SpinCo SMTA Group or the SpinCo Business, SMTA Assets and (ii) SpinCo SMTA shall afford to any member of the DevCo SRC Group and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the DevCo 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 SpinCo SMTA Group immediately following the Distribution Date that relates to any member of the DevCo SRC Group or the DevCo BusinessSRC Assets; provided, however, that in the event that SpinCo SMTA or SpinCo OP, or DevCo or DevCo OPSRC, 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-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 litigation or other dispute filed prior to the end of the Access Period such period until such litigation or dispute is finally resolved.

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 Section 8.8(f), for a period of seven (7) 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): request: (i) DevCo and DevCop OP the NHF Group shall afford to any member of the SpinCo NXRT Group and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the SpinCo 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 DevCo NXRT Group immediately following the Distribution Date Effective Time that relates to any member of the SpinCo NHF Group or the SpinCo Business, and (ii) SpinCo shall afford to any member of the DevCo Group and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the DevCo Group’s expense, provide copies of, all books, records, Contracts, instruments, data, documents and other information in the possession NHF Assets or under the control of any member of the SpinCo Group immediately following the Distribution Date that relates to any member of the DevCo Group or the DevCo BusinessNHF Liabilities; provided, however, that in the event that SpinCo NXRT or SpinCo OP, or DevCo or DevCo OPNHF, 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-sharing 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 Access Period shall be extended with respect to requests (including requests for information subject to a legal hold) related to any third-party litigation or other dispute filed prior to the end of the Access Period until such litigation or dispute is finally resolved.

Agreement for Exchange of Information. (a) Subject to Section 8.1(b) and Section 8.8(f), for a period of seven (7) 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) DevCo and DevCop OP HCP shall afford to any member of the SpinCo QCP Group and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the SpinCo 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 DevCo HCP Group immediately following the Distribution Date that relates to any member of the SpinCo QCP Group or the SpinCo QCP Business, and (ii) SpinCo QCP shall afford to any member of the DevCo HCP Group and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the DevCo 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 SpinCo QCP Group immediately following the Distribution Date that relates to any member of the DevCo HCP Group or the DevCo HCP Business; provided, however, that in the event that SpinCo QCP or SpinCo OP, or DevCo or DevCo OPHCP, 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-sharing or knowledge-sharing provisions are contained in any of the Ancillary Agreements, such other provisions (and not this Section 8.1(a)) shall govern; provided, further, that the Access Period shall be extended with respect to requests (including requests for information subject to a legal hold) related to any third-party litigation or other dispute filed prior to the end of the Access Period until such litigation or dispute is finally resolved.

Agreement for Exchange of Information. (a) Subject to Section 8.1(b) and Section 8.8(f), for a period Until the termination of seven (7) 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) DevCo FHP and DevCop FHP OP shall afford to any member of the SpinCo Group and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the 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 DevCo FHP Group immediately following the Distribution Date that relates to any member of the SpinCo Group or the SpinCo Business, and (ii) SpinCo shall afford to any member of the DevCo FHP Group and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the DevCo 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 SpinCo Group immediately following the Distribution Date that relates to any member of the DevCo FHP Group or the DevCo FHP Business; provided, however, that in the event that SpinCo or SpinCo OPOC, or DevCo FHP or DevCo 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-sharing or knowledge-sharing provisions are contained in any of the Ancillary Agreements, such other provisions (and not this Section 8.1(a)) shall govern; provided, further, that the Access Period shall be extended with respect to requests (including requests for information subject to a legal hold) related to any third-party litigation or other dispute filed prior to the end of the Access Period until such litigation or dispute is finally resolved.

Agreement for Exchange of Information. (a) Subject to Section 8.1(b) and Section 8.8(f), for a period of seven (7) 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) DevCo and DevCop OP HCP shall afford to any member of the SpinCo QCP Group and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the SpinCo 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 DevCo HCP Group immediately following the Distribution Date that relates to any member of the SpinCo QCP Group or the SpinCo QCP Business, and (ii) SpinCo QCP shall afford to any member of the DevCo HCP Group and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the DevCo 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 SpinCo QCP Group immediately following the Distribution Date that relates to any member of the DevCo HCP Group or the DevCo HCP Business; provided, however, that in the event that SpinCo QCP or SpinCo OP, or DevCo or DevCo OPHCP, 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-sharing or knowledge-sharing provisions are contained in any of the Ancillary Agreements, such other provisions (and not this Section 8.1(a)) shall govern; provided, further, that the Access Period shall be extended with respect to requests (including requests for information subject to a legal hold) related to any third-party litigation or other dispute filed prior to the end of the Access Period until such litigation or dispute is finally resolved.