Common use of COBRA and HIPAA Clause in Contracts

COBRA and HIPAA. (a) The Parent Group shall administer the Parent Group’s compliance with the health care continuation coverage requirements of COBRA, the certificate of creditable coverage requirements of HIPAA and the corresponding provisions of the Parent H&W Plans with respect to SpinCo Participants who incur a COBRA “qualifying event” occurring before the applicable Benefits Commencement Date entitling them to benefits under a Parent H&W Plan; provided that, for the avoidance of doubt, any Liabilities related thereto (i) in connection with a “qualifying event” occurring before the Separation Time shall constitute Parent Retained Employee Liabilities and (ii) in connection with a “qualifying event” occurring on or after the Separation Time shall constitute SpinCo Assumed Employee Liabilities. (b) The Company shall be solely responsible for all Liabilities incurred pursuant to COBRA and for administering, at the Company’s expense, compliance with the health care continuation coverage requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, and the corresponding provisions of the SpinCo H&W Plans with respect to SpinCo Participants who incur a COBRA “qualifying event” that occurs at any time on or after the applicable Benefits Commencement Date entitling them to benefits under a SpinCo Plan and, for the avoidance of doubt, any Liabilities related thereto shall constitute SpinCo Assumed Employee Liabilities. (c) The parties agree that neither the Separation, the Distribution nor any assignment or transfer of the employment or services of any employee or individual independent contractor as contemplated under this Agreement shall constitute a COBRA “qualifying event” for any purpose of COBRA, and the parties shall cooperate in good faith to give effect to such intent.

COBRA and HIPAA. (a) The Parent Group shall administer the Parent Group’s compliance with continue to be responsible for complying with, and providing coverage pursuant to, the health care continuation coverage requirements of COBRA, the certificate of creditable coverage requirements of HIPAA and the corresponding provisions of the Parent H&W Plans Welfare Plans, with respect to SpinCo Participants (a) any Parent Employees or Former Parent Employees who incur a qualifying event under COBRA “qualifying event” occurring before the applicable Benefits Commencement Date entitling them to benefits under a Parent H&W Plan; provided thatbefore, for the avoidance of doubtas of, any Liabilities related thereto (i) in connection with a “qualifying event” occurring before the Separation Time shall constitute Parent Retained Employee Liabilities and (ii) in connection with a “qualifying event” occurring on or after the Separation Effective Time shall constitute SpinCo Assumed Employee Liabilities. and (b) The Company any SpinCo Employees or Former SpinCo Employees who incur a qualifying event under COBRA before January 1, 2019. Effective as of January 1, 2019, the SpinCo Group shall be solely responsible for all Liabilities incurred complying with, and providing coverage pursuant to COBRA and for administeringto, at the Company’s expense, compliance with the health care continuation coverage requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, and the corresponding provisions of the SpinCo H&W Welfare Plans with respect to any SpinCo Participants Employees who incur a COBRA “qualifying event” that occurs at any time on event or loss of coverage under the SpinCo Welfare Plans and/or the Parent Welfare Plans as of, or after the applicable Benefits Commencement Date entitling them to benefits under a SpinCo Plan andJanuary 1, for the avoidance of doubt, any Liabilities related thereto shall constitute SpinCo Assumed Employee Liabilities. (c) 2019. The parties Parties agree that neither the Separation, the Distribution nor any assignment or transfer consummation of the employment or services of any employee or individual independent contractor as transactions contemplated under this by the Separation and Distribution Agreement shall not constitute a COBRA “qualifying event” event for any purpose of COBRA. Each of SpinCo and Parent shall be permitted to amend and modify their respective Benefit Plans in a manner consistent herewith. The SpinCo Group shall reimburse the Parent Group for any Liabilities incurred by the Parent Group in connection with complying with, and providing coverage pursuant to, the health care continuation requirements of COBRA, and the parties shall cooperate corresponding provisions of the Parent Welfare Plans, with respect to any SpinCo Employees or Former SpinCo Employees in good faith to give effect to such intentaccordance with the terms of the Transition Services Agreement.

COBRA and HIPAA. (a) The Parent Group shall administer Effective as of January 1, 2008, the Parent Group’s SpinCo Welfare Plans assumed responsibility for compliance with the health care continuation coverage requirements of COBRA, the certificate of creditable coverage requirements of HIPAA and the corresponding provisions of the Parent H&W Plans COBRA with respect to SpinCo Participants who, as of December 31, 2007, were covered under a RemainCo Welfare Plan pursuant to COBRA or who incur had a COBRA “qualifying event” occurring before event (as defined in Code Section 4980B) prior to December 31, 2007. The Parties hereto agree that neither the applicable Benefits Commencement Distribution nor any transfers of employment that occur as of the Distribution Date entitling them to benefits under or otherwise in connection with the Distribution shall constitute a Parent H&W PlanCOBRA qualifying event for purposes of COBRA; provided provided, that, for the avoidance of doubtin all events, any Liabilities related thereto (i) in connection with SpinCo (acting directly or through a “qualifying event” occurring before member of the Separation Time SpinCo Group) shall constitute Parent Retained Employee Liabilities and (ii) in connection with a “qualifying event” occurring on assume, or after shall have caused the Separation Time shall constitute SpinCo Assumed Employee Liabilities. (b) The Company shall be solely responsible Welfare Plans to assume, responsibility for all Liabilities incurred pursuant to COBRA and for administering, at the Company’s expense, compliance with the health care continuation coverage requirements of COBRACOBRA with respect to the Transferred SpinCo Participants to the extent each such individual was, as of the day prior to his or her transfer of employment, covered under a RemainCo Welfare Plan pursuant to COBRA or who had a COBRA qualifying event (as defined in Code Section 4980B) prior to his or her transfer of employment, and (ii) RemainCo (acting directly or through a member of the RemainCo Group) shall assume, or shall have caused the RemainCo Welfare Plans to assume, responsibility for compliance with the health care continuation coverage requirements of COBRA with respect to the Transferred RemainCo Participants to the extent each such individual was, as of the day prior to his or her transfer of employment, covered under a SpinCo Welfare Plan pursuant to COBRA or who had a COBRA qualifying event (as defined in Code Section 4980B) prior to his or her transfer of employment. RemainCo (acting directly or through a member of the RemainCo Group) shall be responsible for administering compliance with any certificate of creditable coverage requirements of HIPAA, and HIPAA or Medicare applicable to the corresponding provisions of the SpinCo H&W RemainCo Welfare Plans with respect to SpinCo Participants who incur a COBRA “qualifying event” that occurs at any time on or after the applicable Benefits Commencement Date entitling them to benefits under a SpinCo Plan and, for the avoidance of doubt, any Liabilities related thereto shall constitute SpinCo Assumed Employee LiabilitiesParticipants. (c) The parties agree that neither the Separation, the Distribution nor any assignment or transfer of the employment or services of any employee or individual independent contractor as contemplated under this Agreement shall constitute a COBRA “qualifying event” for any purpose of COBRA, and the parties shall cooperate in good faith to give effect to such intent.

COBRA and HIPAA. (a) The Parent Group Effective as of the Guaranty Distribution Date, Temple-Inland shall administer the Parent Group’s retain responsibility for compliance with the health care continuation coverage requirements of COBRA, the certificate of creditable coverage requirements of HIPAA and the corresponding provisions of the Parent H&W Plans COBRA with respect to SpinCo Guaranty Participants who incur a COBRA “qualifying event” occurring before who, as of the applicable Benefits Commencement Date entitling them day prior to benefits the Guaranty Distribution Date, were covered under a Parent H&W Plan; provided that, for the avoidance of doubt, any Liabilities related thereto (i) in connection with a “qualifying event” occurring before the Separation Time shall constitute Parent Retained Employee Liabilities and (ii) in connection with a “qualifying event” occurring on or after the Separation Time shall constitute SpinCo Assumed Employee Liabilities. (b) The Company shall be solely responsible for all Liabilities incurred Temple-Inland Welfare Plan pursuant to COBRA and COBRA. Effective as of the Forestar Distribution Date, Temple-Inland shall retain responsibility for administering, at the Company’s expense, compliance with the health care continuation coverage requirements of COBRA with respect to Forestar Participants who, as of the day prior to the Forestar Distribution Date, were covered under a Temple-Inland Welfare Plan pursuant to COBRA, the . Temple-Inland (acting directly or through its Affiliates) shall be responsible for administering compliance with any certificate of creditable coverage requirements of HIPAA, and HIPAA or Medicare applicable to the corresponding provisions of the SpinCo H&W Temple-Inland Welfare Plans with respect to SpinCo Guaranty Participants who incur a COBRA “qualifying event” that occurs at any time on or after the applicable Benefits Commencement Date entitling them to benefits under a SpinCo Plan and, for the avoidance of doubt, any Liabilities related thereto shall constitute SpinCo Assumed Employee Liabilities. (c) and Forestar Participants. The parties Parties hereto agree that neither the Separation, Guaranty Distribution nor the Forestar Distribution nor any assignment or transfer transfers of employment that occur as of the employment Guaranty Distribution Date or services of any employee or individual independent contractor as contemplated under this Agreement Forestar Distribution Date, respectively, shall constitute a COBRA “qualifying event” event for any purpose purposes of COBRA; provided, and that, in all events, Guaranty or Forestar (acting directly or through their respective Affiliates) shall assume, or shall have caused the parties shall cooperate in good faith Guaranty Welfare Plans or Forestar Welfare Plans, respectively, to give effect assume, responsibility for compliance with the health care continuation coverage requirements of COBRA with respect to those Temple-Inland Employees whose employment is transferred directly from the Temple-Inland Group to the Guaranty Group or Forestar Group, respectively, as of the Guaranty Distribution Date or Forestar Distribution Date, respectively, to the extent such individual was, as of the day prior to such intenttransfer of employment, covered under a Temple-Inland Welfare Plan.