Common use of Rights Under Shared Policies Clause in Contracts

Rights Under Shared Policies. Subject to any arrangement or agreement between Cabinets and any current Fortune Brands insurance carrier for coverage beginning as of the Effective Time, from and after the Effective Time, the Cabinets Parties will have no rights with respect to any Policies, except that (i) Cabinets will have the right to assert claims (and Fortune Brands will use commercially reasonable efforts to assist Cabinets in asserting claims if so requested by Cabinets in writing) for any loss, liability or damage with respect to the Cabinets Business or the Purchased Cabinets Assets under Policies that include any Cabinets Party or any or all of the Cabinets Business or the Purchased Cabinets Assets within the definition of the named insured, additional named insured, additional insured or insured (excluding, for the avoidance of doubt, any group health and welfare insurance policies) (“Shared Policies”) with third-party insurers which are “occurrence basis” insurance policies (“Occurrence Basis Policies”) arising out of insured incidents occurring from the date coverage thereunder first commenced until the Effective Time to the extent that the terms and conditions of any such Occurrence Basis Policies and agreements relating thereto so allow, (ii) Cabinets will have the right to continue to prosecute claims with respect to the Cabinets Business properly asserted under Occurrence Basis Policies prior to the Effective Time to the extent that the terms and conditions of any such Occurrence Basis Policies and agreements relating thereto so allow (and Fortune Brands will use commercially reasonable efforts to assist Cabinets in asserting claims if so requested by Cabinets in writing) and (iii) Cabinets will have the right to continue to prosecute claims with respect to the Cabinets Business or the Purchased Cabinets Assets properly asserted with the insurer prior to the Effective Time (and Fortune Brands will use commercially reasonable efforts to assist Cabinets in asserting claims if so requested by Cabinets in writing) under Shared Policies with third-party insurers which are insurance policies written on a “claims made” basis (“Claims Made Policies”) arising out of insured incidents occurring from the date coverage thereunder first commenced until the Effective Time to the extent that the terms and conditions of any such Claims Made Policies and agreements relating thereto so allow; provided, however, that in the case of clauses (i), (ii) and (iii), (iv) all of the Fortune Brands Parties’ reasonable and documented Out-of-Pocket Expenses incurred in connection with their efforts to assist Cabinets in asserting or continuing to prosecute the claims described above are promptly paid by Cabinets following receipt by Cabinets of an invoice for such expenses, (v) subject to Section 8.1(c), the Fortune Brands Parties may, at any time, without liability or obligation to any Cabinets Party, amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Policies (and such claims shall be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications), (vi) such claims will be subject to (and recovery thereon will be reduced by the amount of) any applicable deductibles, retentions or self-insurance provisions, and, with respect to any such deductibles, retentions or self-insurance provisions that require a payment by any Fortune Brands Party in respect thereof, Cabinets shall reimburse such Fortune Brands Party for such payment, (vii) such claims will be subject to (and recovery thereunder will be reduced by the amount of) any payment or reimbursement obligations of any Fortune Brands Party in respect thereof, (viii) Cabinets shall be responsible for and shall pay any claims handling expenses or residual Liability arising from such claims and (ix) such claims will be subject to exhaustion of existing sublimits and aggregate limits as provided in Section 8.1(d). Fortune Brands’ obligation to use commercially reasonable efforts to assist Cabinets in asserting claims under applicable Shared Policies shall include using commercially reasonable efforts to assist Cabinets to establish its right to coverage under such Shared Policies (so long as all of the Fortune Brands Parties’ Out-of-Pocket Expenses in connection therewith are promptly paid by Cabinets). No Fortune Brands Party will bear any Liability for the failure of any insurer to pay any claim under any Shared Policy. Notwithstanding anything herein to the contrary, Fortune Brands shall not be required to take any action that would be reasonably likely to: (i) have an adverse impact on the then-current relationship between any Fortune Brands Party and the applicable insurance company; (ii) result in the applicable insurance company terminating or reducing coverage, or increasing the amount of any premium owed by any Fortune Brands Party under any Shared Policy; or (iii) otherwise compromise, jeopardize or interfere with the rights of any Fortune Brands Party under the applicable Shared Policies. It is understood that any Claims Made Policies may not provide any coverage to the Cabinets Parties for incidents occurring prior to the Effective Time but that are asserted with the insurance carrier after the Effective Time or any extended reporting period or extended discovery period, as applicable, in accordance with the terms of the applicable Policies.

Rights Under Shared Policies. Subject to any arrangement or agreement between Cabinets and any current Fortune Brands insurance carrier for coverage beginning as of the Effective Time, from From and after the Effective TimeDistribution Date, the Cabinets Parties will have no rights with respect to any Policies, except that (i) Cabinets the Generico Parties will have the right to assert claims (and Fortune Brands the Alpha Parties will use commercially reasonable best efforts to assist Cabinets the Generico Parties in asserting claims if so requested by Cabinets in writingrequested) for any loss, liability or damage with respect to the Cabinets Generico Business or the Purchased Cabinets Assets under Shared Policies that include any Cabinets Party or any or all of the Cabinets Business or the Purchased Cabinets Assets within the definition of the named insured, additional named insured, additional insured or insured (excluding, for the avoidance of doubt, any group health and welfare insurance policies) (“Shared Policies”) with third-third party insurers which that are “occurrence basis” insurance policies (“Occurrence Basis Policies”) arising out of insured incidents occurring from the date coverage thereunder first commenced until the Effective Distribution Time to the extent that the terms and conditions of any such Occurrence Basis Policies and agreements relating thereto so allow, ; (ii) Cabinets the Generico Parties will have the right to continue to prosecute claims with respect to the Cabinets Generico Business properly asserted under Occurrence Basis Policies prior to the Effective Time to the extent that the terms and conditions of any such Occurrence Basis Policies and agreements relating thereto so allow (and Fortune Brands will use commercially reasonable efforts to assist Cabinets in asserting claims if so requested by Cabinets in writing) and (iii) Cabinets will have the right to continue to prosecute claims with respect to the Cabinets Business or the Purchased Cabinets Assets properly asserted with the insurer prior to the Effective Distribution Time (and Fortune Brands the Alpha Parties will use commercially reasonable best efforts to assist Cabinets the Generico Parties in asserting claims connection therewith if so requested by Cabinets in writingrequested) under Shared Policies with third-third party insurers which that are insurance policies written on a “claims made” basis (“Claims Made Policies”) arising out of insured incidents occurring from the date coverage thereunder first commenced until the Effective Distribution Time to the extent that the terms and conditions of any such Claims Made Policies and agreements relating thereto so allow; provided(iii) with respect to Shared Policies, howeverthe members of the Alpha Group shall request that the underwriters or claims administrators under such policies provide the Generico Parties with detailed loss Information with respect to the Generico Business to the extent required to complete future renewal negotiations and actuarial reviews of the Generico Parties, at no cost to the Generico Parties; and (iv) to the extent that New Alpha, LLC is able to keep members of the Generico Group as named insureds under Claims Made Policies at no expense or other cost (financial or otherwise) to any member of the Alpha Group or any of its Affiliates, which New Alpha, LLC shall use its reasonable best efforts to do, and to the extent permitted by such Claims Made Policies, the Generico Parties may prosecute claims with respect to the Generico Business under such Claims Made Policies arising out of insured incidents occurring from the date of coverage thereunder first commenced until the Distribution Time to the extent that the terms and conditions of any such Claims Made Policies and agreements relating thereto so allow; provided that in the case of clauses (i) through (iv), (ii) and (iii), (ivA) all of the Fortune Brands Alpha Parties’ and each of the other members of the Alpha Group’s reasonable out of pocket costs and documented Out-of-Pocket Expenses expenses incurred and payable to third parties in connection with their efforts to assist Cabinets in asserting or continuing to prosecute the claims described above foregoing are promptly paid by Cabinets following receipt by Cabinets of an invoice for such expensesthe Generico Parties, (vB) subject to Section 8.1(c), the Fortune Brands Alpha Parties and the other members of the Alpha Group may, at any time, without liability or obligation to the Generico Parties or any Cabinets Partyof their Subsidiaries (other than as set forth in Section 5.01(c), amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Claims Made Policies (and such claims shall be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications), (viC) such claims will be subject to (and recovery thereon will be reduced by the amount of) any applicable deductibles, retentions or self-insurance provisions, and, with respect to any such deductibles, retentions or self-insurance provisions that require a payment by any Fortune Brands Party in respect thereof, Cabinets shall reimburse such Fortune Brands Party for such payment, (viiD) such claims will be subject to (and recovery thereunder thereon will be reduced by the amount of) any payment or reimbursement obligations of the Alpha Parties, any Fortune Brands Party of their Subsidiaries or any Affiliate of the Alpha Parties or any their Subsidiaries in respect thereof, (viii) Cabinets shall be responsible for and shall pay any claims handling expenses or residual Liability arising from such claims thereof and (ixE) such claims will be subject to exhaustion of existing sublimits and aggregate limits. In the event that claims submitted by the Alpha Parties and the Generico Parties under the Shared Policies exhaust existing policy limits as provided under the Shared Policies in Section 8.1(d)any one policy year, the amount payable under the Shared Policies shall be allocated pro rata based on the amounts paid in satisfaction of those claims or the amounts that would have been paid to satisfy such claims absent exhaustion of policy limits. Fortune BrandsThe Alpha Parties’ obligation to use commercially reasonable best efforts to assist Cabinets the Generico Parties in asserting claims under applicable Shared Policies shall will include using commercially reasonable best efforts to assist Cabinets in assisting the Generico Parties to establish its their right to coverage under such Shared Policies (so long as all of the Fortune Brands Alpha Parties’ Outreasonable out-of-Pocket Expenses pocket costs and expenses in connection therewith are promptly paid by Cabinetsthe Generico Parties). No Fortune Brands Party None of the Alpha Parties or their Subsidiaries will bear any Liability for the failure of any an insurer to pay any claim under any Shared Policy. Notwithstanding anything herein to the contrary, Fortune Brands shall not be required to take any action that would be reasonably likely to: (i) have an adverse impact on the then-current relationship between any Fortune Brands Party and the applicable insurance company; (ii) result in the applicable insurance company terminating or reducing coverage, or increasing the amount of any premium owed by any Fortune Brands Party under any Shared Policy; or (iii) otherwise compromise, jeopardize or interfere with the rights of any Fortune Brands Party under the applicable Shared Policies. It is understood that that, except to the extent New Alpha, LLC is able to keep members of the Generico Group as named insureds under Claims Made Policies as provided in, and subject to the terms and conditions of, clause (iv) above, any Claims Made Policies may will not provide any coverage to the Cabinets Generico Parties and other members of the Generico Group for incidents occurring prior to the Effective Distribution Time but that are asserted with the insurance carrier after the Effective Time or any extended reporting period or extended discovery period, as applicable, in accordance with the terms of the applicable PoliciesDistribution Time.

Rights Under Shared Policies. Subject to any arrangement or agreement between Cabinets and any current Fortune Brands insurance carrier for coverage beginning as of the Effective Time, from and after After the Effective Time, the Cabinets Columbia Parties will have no rights with respect to any Policies, except that (i) Cabinets Columbia will have the right to assert claims (and Fortune Brands NiSource will use commercially reasonable efforts to assist Cabinets Columbia in asserting claims if so requested by Cabinets Columbia in writing) for any loss, liability or damage with respect to the Cabinets Columbia Business or the Purchased Cabinets Assets Transferred to Columbia under Policies that include any Cabinets Columbia Party or any or all of the Cabinets Columbia Business or the Purchased Cabinets Assets Transferred to Columbia within the definition of the named insured, additional named insured, additional insured or insured (excluding, for the avoidance of doubt, any group health and welfare insurance policies) (“Shared Policies”) with third-party insurers which are “occurrence basis” insurance policies or are insurance policies written on a “claims made and claims reported” basis (collectively, “Occurrence Basis Policies”) arising out of insured incidents occurring from the date coverage thereunder first commenced until the Effective Time to the extent that the terms and conditions of any such Occurrence Basis Policies and agreements relating thereto so allow, (ii) Cabinets Columbia will have the right to continue to prosecute claims with respect to the Cabinets Columbia Business or the Assets Transferred to Columbia properly asserted under Occurrence Basis Policies prior to the Effective Time to the extent that the terms and conditions of any such Occurrence Basis Policies and agreements relating thereto so allow (and Fortune Brands NiSource will use commercially reasonable efforts to assist Cabinets Columbia in asserting claims if so requested by Cabinets Columbia in writing) and (iii) Cabinets Columbia will have the right to continue to prosecute claims with respect to the Cabinets Columbia Business or the Purchased Cabinets Assets Transferred to Columbia properly asserted with the insurer prior to the Effective Time (and Fortune Brands NiSource will use commercially reasonable efforts to assist Cabinets Columbia in asserting claims if so requested by Cabinets Columbia in writing) under Shared Policies with third-party insurers which are insurance policies written on a “claims made” basis (“Claims Made Policies”) arising out of insured incidents occurring from the date coverage thereunder first commenced until the Effective Time to the extent that the terms and conditions of any such Claims Made Policies and agreements relating thereto so allow; provided, however, that in the case of clauses (i), (ii) and (iii), (iv) all of the Fortune Brands Parties’ reasonable and documented Out-of-Pocket Expenses incurred in connection with their efforts to assist Cabinets in asserting or continuing to prosecute the claims described above are promptly paid by Cabinets following receipt by Cabinets of an invoice for such expenses, (v) subject to Section 8.1(c), the Fortune Brands Parties may, at any time, without liability or obligation to any Cabinets Party, amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Policies (and such claims shall be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications), (vi) such claims will be subject to (and recovery thereon will be reduced by the amount of) any applicable deductibles, retentions or self-insurance provisions, and, with respect to any such deductibles, retentions or self-insurance provisions that require a payment by any Fortune Brands Party in respect thereof, Cabinets shall reimburse such Fortune Brands Party for such payment, (vii) such claims will be subject to (and recovery thereunder will be reduced by the amount of) any payment or reimbursement obligations of any Fortune Brands Party in respect thereof, (viii) Cabinets shall be responsible for and shall pay any claims handling expenses or residual Liability arising from such claims and (ix) such claims will be subject to exhaustion of existing sublimits and aggregate limits as provided in Section 8.1(d). Fortune Brands’ obligation to use commercially reasonable efforts to assist Cabinets in asserting claims under applicable Shared Policies shall include using commercially reasonable efforts to assist Cabinets to establish its right to coverage under such Shared Policies (so long as all of the Fortune Brands Parties’ Out-of-Pocket Expenses in connection therewith are promptly paid by Cabinets). No Fortune Brands Party will bear any Liability for the failure of any insurer to pay any claim under any Shared Policy. Notwithstanding anything herein to the contrary, Fortune Brands shall not be required to take any action that would be reasonably likely to: (i) have an adverse impact on the then-current relationship between any Fortune Brands Party and the applicable insurance company; (ii) result in the applicable insurance company terminating or reducing coverage, or increasing the amount of any premium owed by any Fortune Brands Party under any Shared Policy; or (iii) otherwise compromise, jeopardize or interfere with the rights of any Fortune Brands Party under the applicable Shared Policies. It is understood that any Claims Made Policies may not provide any coverage to the Cabinets Parties for incidents occurring prior to the Effective Time but that are asserted with the insurance carrier after the Effective Time or any extended reporting period or extended discovery period, as applicable, in accordance with the terms of the applicable Policies.are

Rights Under Shared Policies. Subject to any arrangement or agreement between Cabinets H&S and any current Fortune Brands insurance carrier for coverage beginning as of the Effective Time, from and after the Effective Time, the Cabinets H&S Parties will have no rights with respect to any Policies, except that (i) Cabinets H&S will have the right to assert claims (and Fortune Brands will use commercially reasonable efforts to assist Cabinets H&S in asserting claims if so requested by Cabinets H&S in writing) for any loss, liability or damage with respect to the Cabinets H&S Business or the Purchased Cabinets Transferred Business Assets under Policies that include any Cabinets H&S Party or any or all of the Cabinets H&S Business or the Purchased Cabinets Transferred Business Assets within the definition of the named insured, additional named insured, additional insured or insured (excluding, for the avoidance of doubt, any group health and welfare insurance policies) (“Shared Policies”) with third-party insurers which are “occurrence basis” insurance policies (“Occurrence Basis Policies”) arising out of insured incidents occurring from the date coverage thereunder first commenced until the Effective Time to the extent that the terms and conditions of any such Occurrence Basis Policies and agreements relating thereto so allow, (ii) Cabinets H&S will have the right to continue to prosecute claims with respect to the Cabinets H&S Business properly asserted under Occurrence Basis Policies prior to the Effective Time to the extent that the terms and conditions of any such Occurrence Basis Policies and agreements relating thereto so allow (and Fortune Brands will use commercially reasonable efforts to assist Cabinets H&S in asserting claims if so requested by Cabinets H&S in writing) and (iii) Cabinets H&S will have the right to continue to prosecute claims with respect to the Cabinets H&S Business or the Purchased Cabinets Transferred Business Assets properly asserted with the insurer prior to the Effective Time (and Fortune Brands will use commercially reasonable efforts to assist Cabinets H&S in asserting claims if so requested by Cabinets H&S in writing) under Shared Policies with third-party insurers which are insurance policies written on a “claims made” basis (“Claims Made Policies”) arising out of insured incidents occurring from the date coverage thereunder first commenced until the Effective Time to the extent that the terms and conditions of any such Claims Made Policies and agreements relating thereto so allow; provided, however, that in the case of clauses (i), (ii) and (iii), (ivA) all of the Fortune Brands Parties’ reasonable and documented Out-of-Pocket Expenses incurred in connection with their efforts to assist Cabinets H&S in asserting or continuing to prosecute the claims described above are promptly paid by Cabinets H&S following receipt by Cabinets H&S of an invoice for such expenses, (vB) subject to Section 8.1(c), the Fortune Brands Parties may, at any time, without liability or obligation to any Cabinets H&S Party, amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Policies (and such claims shall be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications), (viC) such claims will be subject to (and recovery thereon will be reduced by the amount of) any applicable deductibles, retentions or self-insurance provisions, and, with respect to any such deductibles, retentions or self-insurance provisions that require a payment by any Fortune Brands Party in respect thereof, Cabinets H&S shall reimburse such Fortune Brands Party for such payment, (viiD) such claims will be subject to (and recovery thereunder will be reduced by the amount of) any payment or reimbursement obligations of any Fortune Brands Party in respect thereof, (viiiE) Cabinets H&S shall be responsible for and shall pay any claims handling expenses or residual Liability arising from such claims and (ixF) such claims will be subject to exhaustion of existing sublimits and aggregate limits as provided in Section 8.1(d). Fortune Brands’ obligation to use commercially reasonable efforts to assist Cabinets H&S in asserting claims under applicable Shared Policies shall include using commercially reasonable efforts to assist Cabinets H&S to establish its right to coverage under such Shared Policies (so long as all of the Fortune Brands Parties’ Out-of-Pocket Expenses in connection therewith are promptly paid by CabinetsH&S). No Fortune Brands Party will bear any Liability for the failure of any insurer to pay any claim under any Shared Policy. Notwithstanding anything herein to the contrary, Fortune Brands shall not be required to take any action that would be reasonably likely to: (i) have an adverse impact on the then-current relationship between any Fortune Brands Party and the applicable insurance company; (ii) result in the applicable insurance company terminating or reducing coverage, or increasing the amount of any premium owed by any Fortune Brands Party under any Shared Policy; or (iii) otherwise compromise, jeopardize or interfere with the rights of any Fortune Brands Party under the applicable Shared Policies. It is understood that any Claims Made Policies may not provide any coverage to the Cabinets H&S Parties for incidents occurring prior to the Effective Time but that are asserted with the insurance carrier after the Effective Time or any extended reporting period or extended discovery period, as applicable, in accordance with the terms of the applicable Policies.

Rights Under Shared Policies. Subject to any arrangement or agreement between Cabinets and any current Fortune Brands insurance carrier for coverage beginning as of the Effective Time, from From and after the Effective Distribution Time, the Cabinets Parties will have no rights with respect to any Policies, except that (i) Cabinets the MVT Parties will have the right to assert claims (and Fortune Brands the MI Parties will use commercially reasonable best efforts to assist Cabinets the MVT Parties in asserting claims if so requested by Cabinets in writingrequested) for any loss, liability or damage with respect to the Cabinets MVT Business or the Purchased Cabinets Assets under Shared Policies that include any Cabinets Party or any or all of the Cabinets Business or the Purchased Cabinets Assets within the definition of the named insured, additional named insured, additional insured or insured (excluding, for the avoidance of doubt, any group health and welfare insurance policies) (“Shared Policies”) with third-third party insurers which that are “occurrence basis” insurance policies (“Occurrence Basis Policies”) arising out of insured incidents occurring from the date coverage thereunder first commenced until the Effective Distribution Time to the extent that the terms and conditions of any such Occurrence Basis Policies and agreements relating thereto so allow, ; (ii) Cabinets the MVT Parties will have the right to continue to prosecute claims with respect to the Cabinets MVT Business properly asserted under Occurrence Basis Policies prior to the Effective Time to the extent that the terms and conditions of any such Occurrence Basis Policies and agreements relating thereto so allow (and Fortune Brands will use commercially reasonable efforts to assist Cabinets in asserting claims if so requested by Cabinets in writing) and (iii) Cabinets will have the right to continue to prosecute claims with respect to the Cabinets Business or the Purchased Cabinets Assets properly asserted with the insurer prior to the Effective Distribution Time (and Fortune Brands the MI Parties will use commercially reasonable best efforts to assist Cabinets the MVT Parties in asserting claims connection therewith if so requested by Cabinets in writingrequested) under Shared Policies with third-third party insurers which that are insurance policies written on a “claims made” basis (“Claims Made Policies”) arising out of insured incidents occurring from the date coverage thereunder first commenced until the Effective Distribution Time to the extent that the terms and conditions of any such Claims Made Policies and agreements relating thereto so allow; (iii) with respect to Shared Policies, the members of the MI Group shall request that the underwriters or claims administrators under such policies provide the MVT Parties with detailed loss information with respect to the MVT Business to the extent required to complete future renewal negotiations and actuarial reviews of the MVT Parties, in the case of each of clause (i) and (ii), at no cost to the MVT Parties; and (iv) to the extent that MI Corp. is able to keep members of the MVT Group as named insureds under Claims Made Policies at no expense or other cost (financial or otherwise) to any member of the MI Group or any of its Affiliates, which MI Corp. shall use its reasonable best efforts to do, and to the extent permitted by such Claims Made Policies, the MVT Parties may prosecute claims with respect to the MVT Business under such Claims Made Policy arising out of insured incidents occurring from the date of coverage thereunder first commenced until the Distribution Time to the extent that the terms and conditions of any such Claims Made Policies and agreements relating thereto so allow; provided, however, that in the case of clauses (i) through (iv), (ii) and (iii), (ivA) all of the Fortune Brands MI Parties’ and each of the other members of the MI Group’s reasonable costs and documented Out-of-Pocket Expenses expenses incurred in connection with their efforts to assist Cabinets in asserting or continuing to prosecute the claims described above foregoing are promptly paid by Cabinets following receipt by Cabinets of an invoice for such expensesthe MVT Parties, (vB) subject to Section 8.1(c), the Fortune Brands MI Parties and the other members of the MI Group may, at any time, without liability or obligation to the MVT Parties or any Cabinets Partyof their Subsidiaries (other than as set forth in Section 5.01(c)), amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Occurrence Basis Policies or Claims Made Policies (and such claims shall be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications), (viC) such claims will be subject to (and recovery thereon will be reduced by the amount of) any applicable deductibles, retentions or self-insurance provisions, and, with respect to any such deductibles, retentions or self-insurance provisions that require a payment by any Fortune Brands Party in respect thereof, Cabinets shall reimburse such Fortune Brands Party for such payment, (viiD) such claims will be subject to (and recovery thereunder thereon will be reduced by the amount of) any payment or reimbursement obligations of the MI Parties, any Fortune Brands Party of their Subsidiaries or any Affiliate of the MI Parties or any their Subsidiaries in respect thereof, (viii) Cabinets shall be responsible for and shall pay any claims handling expenses or residual Liability arising from such claims thereof and (ixE) such claims will be subject to exhaustion of existing sublimits and aggregate limits as provided in Section 8.1(d)limits. Fortune BrandsThe MI Parties’ obligation to use commercially reasonable best efforts to assist Cabinets the MVT Parties in asserting claims under applicable Shared Policies shall will include using commercially reasonable best efforts to assist Cabinets in assisting the MVT Parties to establish its their right to coverage under such Shared Policies (so long as all of the Fortune Brands MI Parties’ Outreasonable out-of-Pocket Expenses pocket costs and expenses in connection therewith are promptly paid by Cabinetsthe MVT Parties). No Fortune Brands Party None of the MI Parties or their Subsidiaries will bear any Liability for the failure of any an insurer to pay any claim under any Shared Policy. Notwithstanding anything herein to the contrary, Fortune Brands shall not be required to take any action that would be reasonably likely to: (i) have an adverse impact on the then-current relationship between any Fortune Brands Party and the applicable insurance company; (ii) result in the applicable insurance company terminating or reducing coverage, or increasing the amount of any premium owed by any Fortune Brands Party under any Shared Policy; or (iii) otherwise compromise, jeopardize or interfere with the rights of any Fortune Brands Party under the applicable Shared Policies. It is understood that except to the extent MI Corp. is able to keep members of the MVT Group as named insureds under Claims Made Policies as provided in, and subject to the terms and conditions of, clause (iv), any Claims Made Policies may will not provide any coverage to the Cabinets MVT Parties and other members of the MVT Group for incidents occurring prior to the Effective Distribution Time but that are asserted with the insurance carrier after the Effective Time or any extended reporting period or extended discovery period, as applicable, in accordance with the terms of the applicable PoliciesDistribution Time.

Rights Under Shared Policies. Subject to any arrangement or agreement between Cabinets and any current Fortune Brands insurance carrier for coverage beginning as of the Effective Time, from and after After the Effective Time, the Cabinets Columbia Parties will have no rights with respect to any Policies, except that (i) Cabinets Columbia will have the right to assert claims (and Fortune Brands NiSource will use commercially reasonable efforts to assist Cabinets Columbia in asserting claims if so requested by Cabinets Columbia in writing) for any loss, liability or damage with respect to the Cabinets Columbia Business or the Purchased Cabinets Assets Transferred to Columbia under Policies that include any Cabinets Columbia Party or any or all of the Cabinets Columbia Business or the Purchased Cabinets Assets Transferred to Columbia within the definition of the named insured, additional named insured, additional insured or insured (excluding, for the avoidance of doubt, any group health and welfare insurance policies) (“Shared Policies”) with third-party insurers which are “occurrence basis” insurance policies or are insurance policies written on a “claims made and claims reported” basis (collectively, “Occurrence Basis Policies”) arising out of insured incidents occurring from the date coverage thereunder first commenced until the Effective Time to the extent that the terms and conditions of any such Occurrence Basis Policies and agreements relating thereto so allow, (ii) Cabinets Columbia will have the right to continue to prosecute claims with respect to the Cabinets Columbia Business or the Assets Transferred to Columbia properly asserted under Occurrence Basis Policies prior to the Effective Time to the extent that the terms and conditions of any such Occurrence Basis Policies and agreements relating thereto so allow (and Fortune Brands NiSource will use commercially reasonable efforts to assist Cabinets Columbia in asserting claims if so requested by Cabinets Columbia in writing) and (iii) Cabinets Columbia will have the right to continue to prosecute claims with respect to the Cabinets Columbia Business or the Purchased Cabinets Assets Transferred to Columbia properly asserted with the insurer prior to the Effective Time (and Fortune Brands NiSource will use commercially reasonable efforts to assist Cabinets Columbia in asserting claims if so requested by Cabinets Columbia in writing) under Shared Policies with third-party insurers which are insurance policies written on a “claims made” basis (“Claims Made Policies”) arising out of insured incidents occurring from the date coverage thereunder first commenced until the Effective Time to the extent that the terms and conditions of any such Claims Made Policies and agreements relating thereto so allow; provided, however, that in the case of clauses (i), (ii) and (iii), (ivA) all of the Fortune Brands NiSource Parties’ reasonable and documented Out-of-Pocket Expenses incurred in connection with their efforts to assist Cabinets Columbia in asserting or continuing to prosecute the claims described above are promptly paid by Cabinets Columbia following receipt by Cabinets Columbia of an invoice for such expenses, (vB) subject to Section 8.1(c6.1(c) and Section 6.2(b), the Fortune Brands NiSource Parties may, at any time, without liability or obligation to any Cabinets Columbia Party, amend, commute, terminate, buy-buy out, extinguish liability under or otherwise modify any Shared Policies (and such claims shall be subject to any such amendments, commutations, terminations, buy-buy outs, extinguishments and modifications), (viC) such claims will be subject to (and recovery thereon will be reduced by the amount of) any applicable deductibles, retentions or self-insurance provisions, and, with respect to any such applicable deductibles, retentions or self-insurance provisions that require a payment (except for reinsurance treaty obligations) by any Fortune Brands NiSource Party in respect thereof, Cabinets Columbia shall reimburse such Fortune Brands NiSource Party for such payment, (viiD) such claims will be subject to (and recovery thereunder will be reduced by the amount of) any payment or reimbursement obligations (except for reinsurance treaty obligations) of any Fortune Brands NiSource Party in respect thereof, (viiiE) Cabinets Columbia shall be responsible for and shall pay any claims handling expenses or residual Liability arising from such claims to the extent that, prior to the Distribution Date, the Columbia Parties have not paid for or been allocated such claims handling expenses and (ixF) such claims will be subject to exhaustion of existing sublimits and aggregate limits as provided in Section 8.1(d6.1(d). Fortune Brands’ NiSource’s obligation to use commercially reasonable efforts to assist Cabinets Columbia in asserting claims under applicable Shared Policies shall include using commercially reasonable efforts to assist Cabinets Columbia to establish its right to coverage under such Shared Policies (so long as all of the Fortune Brands NiSource Parties’ Out-of-Pocket Expenses in connection therewith are promptly paid by CabinetsColumbia). No Fortune Brands NiSource Party will bear any Liability for the failure of any third-party insurer to pay any claim under any Shared Policy. Notwithstanding anything herein to the contrary, Fortune Brands shall not be required to take any action that would be reasonably likely to: (i) have an adverse impact on the then-current relationship between any Fortune Brands Party and the applicable insurance company; (ii) result in the applicable insurance company terminating or reducing coverage, or increasing the amount of any premium owed by any Fortune Brands Party under any Shared Policy; or (iii) otherwise compromise, jeopardize or interfere with the rights of any Fortune Brands Party under the applicable Shared Policies. It is understood that any Claims Made Policies may not provide any coverage to the Cabinets Parties for incidents occurring prior to the Effective Time but that are asserted with the insurance carrier after the Effective Time or any extended reporting period or extended discovery period, as applicable, in accordance with the terms of the applicable Policies.

Rights Under Shared Policies. Subject to any arrangement or agreement between Cabinets and any current Fortune Brands insurance carrier for coverage beginning as of the Effective Time, from From and after the Effective TimeDistribution Date, the Cabinets Parties will have no rights with respect to any Policies, except that (i) Cabinets the Generico Parties will have the right to assert claims (and Fortune Brands the Alpha Parties will use commercially reasonable best efforts to assist Cabinets the Generico Parties in asserting claims if so requested by Cabinets in writingrequested) for any loss, liability or damage with respect to the Cabinets Generico Business or the Purchased Cabinets Assets under Shared Policies that include any Cabinets Party or any or all of the Cabinets Business or the Purchased Cabinets Assets within the definition of the named insured, additional named insured, additional insured or insured (excluding, for the avoidance of doubt, any group health and welfare insurance policies) (“Shared Policies”) with third-third party insurers which that are “occurrence basis” insurance policies (“Occurrence Basis Policies”) arising out of insured incidents occurring from the date coverage thereunder first commenced until the Effective Distribution Time to the extent that the terms and conditions of any such Occurrence Basis Policies and agreements relating thereto so allow, ; (ii) Cabinets the Generico Parties will have the right to continue to prosecute claims with respect to the Cabinets Generico Business properly asserted under Occurrence Basis Policies prior to the Effective Time to the extent that the terms and conditions of any such Occurrence Basis Policies and agreements relating thereto so allow (and Fortune Brands will use commercially reasonable efforts to assist Cabinets in asserting claims if so requested by Cabinets in writing) and (iii) Cabinets will have the right to continue to prosecute claims with respect to the Cabinets Business or the Purchased Cabinets Assets properly asserted with the insurer prior to the Effective Distribution Time (and Fortune Brands the Alpha Parties will use commercially reasonable best efforts to assist Cabinets the Generico Parties in asserting claims connection therewith if so requested by Cabinets in writingrequested) under Shared Policies with third-third party insurers which that are insurance policies written on a “claims made” basis (“Claims Made Policies”) arising out of insured incidents occurring from the date coverage thereunder first commenced until the Effective Distribution Time to the extent that the terms and conditions of any such Claims Made Policies and agreements relating thereto so allow; provided(iii) with respect to Shared Policies, howeverthe members of the Alpha Group shall request that the underwriters or claims administrators under such policies provide the Generico Parties with detailed loss Information with respect to the Generico Business to the extent required to complete future renewal negotiations and actuarial reviews of the Generico Parties, at no cost to the Generico Parties; and (iv) to the extent that New Alpha LLC is able to keep members of the Generico Group as named insureds under Claims Made Policies at no expense or other cost (financial or otherwise) to any member of the Alpha Group or any of its Affiliates, which New Alpha LLC shall use its reasonable best efforts to do, and to the extent permitted by such Claims Made Policies, the Generico Parties may prosecute claims with respect to the Generico Business under such Claims Made Policies arising out of insured incidents occurring from the date of coverage thereunder first commenced until the Distribution Time to the extent that the terms and conditions of any such Claims Made Policies and agreements relating thereto so allow; provided that in the case of clauses (i) through (iv), (ii) and (iii), (ivA) all of the Fortune Brands Alpha Parties’ and each of the other members of the Alpha Group’s reasonable out of pocket costs and documented Out-of-Pocket Expenses expenses incurred and payable to third parties in connection with their efforts to assist Cabinets in asserting or continuing to prosecute the claims described above foregoing are promptly paid by Cabinets following receipt by Cabinets of an invoice for such expensesthe Generico Parties, (vB) subject to Section 8.1(c), the Fortune Brands Alpha Parties and the other members of the Alpha Group may, at any time, without liability or obligation to the Generico Parties or any Cabinets Partyof their Subsidiaries (other than as set forth in Section 5.01(c), amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Shared Claims Made Policies (and such claims shall be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications), (viC) such claims will be subject to (and recovery thereon will be reduced by the amount of) any applicable deductibles, retentions or self-insurance provisions, and, with respect to any such deductibles, retentions or self-insurance provisions that require a payment by any Fortune Brands Party in respect thereof, Cabinets shall reimburse such Fortune Brands Party for such payment, (viiD) such claims will be subject to (and recovery thereunder thereon will be reduced by the amount of) any payment or reimbursement obligations of the Alpha Parties, any Fortune Brands Party of their Subsidiaries or any Affiliate of the Alpha Parties or any their Subsidiaries in respect thereof, (viii) Cabinets shall be responsible for and shall pay any claims handling expenses or residual Liability arising from such claims thereof and (ixE) such claims will be subject to exhaustion of existing sublimits and aggregate limits. In the event that claims submitted by the Alpha Parties and the Generico Parties under the Shared Policies exhaust existing policy limits as provided under the Shared Policies in Section 8.1(d)any one policy year, the amount payable under the Shared Policies shall be allocated pro rata based on the amounts paid in satisfaction of those claims or the amounts that would have been paid to satisfy such claims absent exhaustion of policy limits. Fortune BrandsThe Alpha Parties’ obligation to use commercially reasonable best efforts to assist Cabinets the Generico Parties in asserting claims under applicable Shared Policies shall will include using commercially reasonable best efforts to assist Cabinets in assisting the Generico Parties to establish its their right to coverage under such Shared Policies (so long as all of the Fortune Brands Alpha Parties’ Outreasonable out-of-Pocket Expenses pocket costs and expenses in connection therewith are promptly paid by Cabinetsthe Generico Parties). No Fortune Brands Party None of the Alpha Parties or their Subsidiaries will bear any Liability for the failure of any an insurer to pay any claim under any Shared Policy. Notwithstanding anything herein to the contrary, Fortune Brands shall not be required to take any action that would be reasonably likely to: (i) have an adverse impact on the then-current relationship between any Fortune Brands Party and the applicable insurance company; (ii) result in the applicable insurance company terminating or reducing coverage, or increasing the amount of any premium owed by any Fortune Brands Party under any Shared Policy; or (iii) otherwise compromise, jeopardize or interfere with the rights of any Fortune Brands Party under the applicable Shared Policies. It is understood that that, except to the extent New Alpha LLC is able to keep members of the Generico Group as named insureds under Claims Made Policies as provided in, and subject to the terms and conditions of, clause (iv) above, any Claims Made Policies may will not provide any coverage to the Cabinets Generico Parties and other members of the Generico Group for incidents occurring prior to the Effective Distribution Time but that are asserted with the insurance carrier after the Effective Time or any extended reporting period or extended discovery period, as applicable, in accordance with the terms of the applicable PoliciesDistribution Time.