CASE MAY BE, UPON REASONABLE PRIOR WRITTEN REQUEST, SUCH GROUP'S DIRECTORS,
MANAGERS OR OTHER PERSONS ACTING IN A SIMILAR CAPACITY, OFFICERS, EMPLOYEES AND
AGENTS AS WITNESSES TO THE EXTENT THAT ANY SUCH PERSON MAY REASONABLY BE
REQUIRED IN CONNECTION WITH ANY LITIGATION MATTERS, ADMINISTRATIVE OR OTHER
PROCEEDINGS IN WHICH THE REQUESTING PARTY MAY FROM TIME TO TIME BE INVOLVED AND
RELATING TO THE PRE-DISTRIBUTION SPINCO BUSINESS OR VERIZON BUSINESS, AS
APPLICABLE, OR, IN THE CASE OF THE SPINCO GROUP, RELATING TO OR IN CONNECTION
WITH THE RELATIONSHIP AMONG VERIZON AND ITS SUBSIDIARIES ON OR PRIOR TO THE
DISTRIBUTION DATE.
THE COSTS AND EXPENSES INCURRED IN THE PROVISION OF SUCH
WITNESSES SHALL BE PAID BY THE PARTY REQUESTING THE AVAILABILITY OF SUCH
PERSONS.
35
SECTION 8.4
RETENTION OF INFORMATION.
EXCEPT AS OTHERWISE AGREED IN WRITING, OR AS OTHERWISE PROVIDED IN THE OTHER
TRANSACTION AGREEMENTS, EACH OF VERIZON AND SPINCO SHALL, AND SHALL CAUSE THE
MEMBERS OF THE GROUP OF WHICH IT IS A MEMBER TO, RETAIN ALL INFORMATION IN SUCH
PARTY'S GROUP'S POSSESSION OR UNDER ITS CONTROL, RELATING DIRECTLY AND PRIMARILY
TO THE PRE-DISTRIBUTION BUSINESS, ASSETS OR LIABILITIES OF THE OTHER PARTY'S
GROUP FOR SO LONG AS SUCH INFORMATION IS RETAINED PURSUANT TO SUCH PARTY'S
GENERAL DOCUMENT RETENTION POLICIES AS OF SUCH TIME OR SUCH LATER DATE AS MAY BE
REQUIRED BY LAW, EXCEPT THAT IF, PRIOR TO THE EXPIRATION OF SUCH PERIOD, ANY
MEMBER OF EITHER PARTY'S GROUP WISHES TO DESTROY OR DISPOSE OF ANY SUCH
INFORMATION THAT IS AT LEAST THREE YEARS OLD, PRIOR TO DESTROYING OR DISPOSING
OF ANY OF SUCH INFORMATION, (A) THE PARTY WHOSE GROUP IS PROPOSING TO DISPOSE OF
OR DESTROY ANY SUCH INFORMATION SHALL PROVIDE NO LESS THAN 30 DAYS' PRIOR
WRITTEN NOTICE TO THE OTHER PARTY, SPECIFYING THE INFORMATION PROPOSED TO BE
DESTROYED OR DISPOSED OF, AND (B) IF, PRIOR TO THE SCHEDULED DATE FOR SUCH
DESTRUCTION OR DISPOSAL, THE OTHER PARTY REQUESTS IN WRITING THAT ANY OF THE
INFORMATION PROPOSED TO BE DESTROYED OR DISPOSED OF BE DELIVERED TO SUCH OTHER
PARTY, THE PARTY WHOSE GROUP IS PROPOSING TO DISPOSE OF OR DESTROY SUCH
INFORMATION PROMPTLY SHALL ARRANGE FOR THE DELIVERY OF THE REQUESTED INFORMATION
TO A LOCATION SPECIFIED BY, AND AT THE EXPENSE OF, THE REQUESTING PARTY.
THIS
SECTION 8.4 SHALL NOT APPLY TO INFORMATION REFERRED TO IN CLAUSES (X) AND (Y) OF
SECTION 8.1(C).
SECTION 8.5
CONFIDENTIALITY.
SUBJECT TO
SECTION 8.2, WHICH SHALL GOVERN PRIVILEGED INFORMATION, FROM AND AFTER THE
DISTRIBUTION DATE, EACH OF VERIZON AND SPINCO SHALL HOLD, AND SHALL USE
COMMERCIALLY REASONABLE EFFORTS TO CAUSE ITS AFFILIATES AND REPRESENTATIVES TO
HOLD, IN STRICT CONFIDENCE ALL INFORMATION CONCERNING THE OTHER PARTY'S GROUP
OBTAINED BY IT OR FURNISHED TO IT BY SUCH OTHER PARTY'S GROUP PURSUANT TO THIS
AGREEMENT OR THE OTHER TRANSACTION AGREEMENTS AND SHALL NOT RELEASE OR DISCLOSE
SUCH INFORMATION TO ANY OTHER PERSON, EXCEPT ITS AFFILIATES AND REPRESENTATIVES,
WHO SHALL BE ADVISED OF THE PROVISIONS OF THIS SECTION 8.5, AND EACH PARTY SHALL
BE RESPONSIBLE FOR