Common use of Rights Under Weyerhaeuser Insurance Policies Clause in Contracts

Rights Under Weyerhaeuser Insurance Policies. (a) Weyerhaeuser shall, and shall cause the Weyerhaeuser Subsidiaries to, keep all Weyerhaeuser Insurance Policies currently maintained with respect to the REB Assets and the Real Estate Business, or suitable replacements therefor, in full force and effect through the close of business on the Distribution Date. (b) Each of Parent and WRECO acknowledges that all Weyerhaeuser Insurance Policies are not part of the Real Estate Business and are Excluded Assets. Subject to Section 9.05(d), neither WRECO nor any WRECO Subsidiary will have any rights under the Weyerhaeuser Insurance Policies from and after the REB Transfer Time. (c) From the date hereof through the Effective Time, each of the parties hereto shall use commercially reasonable efforts to cooperate to obtain for WRECO and the WRECO Subsidiaries any insurance policies reasonably determined by Parent to be necessary to replace the coverage currently provided by the Weyerhaeuser Insurance Policies with respect to the REB Assets and the Real Estate Business for incidents arising prior to the Distribution Date. All reasonable out-of-pocket costs and expenses incurred by Weyerhaeuser or any Weyerhaeuser Subsidiary pursuant to this Section 9.05(c) shall be promptly reimbursed by Parent. (d) In the event that any REB Asset or the Real Estate Business suffers or has suffered any damage, destruction or other casualty loss or any REB Liability that is insured under the Weyerhaeuser Insurance Policies and arises or has arisen prior to the Distribution Date, Weyerhaeuser shall, or shall cause the appropriate Weyerhaeuser Subsidiary to, surrender to WRECO after the Distribution Date any insurance proceeds received by Weyerhaeuser or any Weyerhaeuser Subsidiary under any Weyerhaeuser Insurance Policy with respect to such damage, destruction or casualty loss, less (i) any amount of such insurance proceeds applied by Weyerhaeuser or any Weyerhaeuser Subsidiary to the physical restoration of such asset, (ii) the amount of all applicable deductibles and co-payment provisions and all payment, reinsurance or reimbursement obligations of Weyerhaeuser or any Weyerhaeuser Subsidiary in respect thereof and (iii) the amount of Weyerhaeuser’s and each Weyerhaeuser Subsidiary’s reasonable out-of-pocket costs and expenses, if any, incurred in connection with the foregoing. Weyerhaeuser and the Weyerhaeuser Subsidiaries may, at any time, without liability or obligation to WRECO, amend, commute, terminate, buy out, extinguish liability under or otherwise modify any Weyerhaeuser Insurance Policy. Neither Weyerhaeuser nor any Weyerhaeuser Subsidiary shall bear any Liability for the failure of an insurer to pay any claim under any Weyerhaeuser Insurance Policy.

Rights Under Weyerhaeuser Insurance Policies. (a) Weyerhaeuser shall, Canada and Weyerhaeuser Saskatchewan shall cause the Weyerhaeuser Subsidiaries to, keep all Weyerhaeuser Insurance Policies insurance policies currently maintained with respect to the REB Exchangeco Subsidiary Assets and the Real Estate BusinessNewco Business (the “Seller Insurance Policies”), or suitable replacements therefor, in full force and effect through the close of business on the Distribution Closing Date. Exchangeco Subsidiary acknowledges that any and all Seller Insurance Policies are owned and maintained by Weyerhaeuser Canada or Weyerhaeuser Saskatchewan or any member of the Weyerhaeuser Group (and not the Newco Business) and are Canadian Excluded Assets. Subject to Section 3.02(b), Exchangeco Subsidiary will not have any rights under the Seller Insurance Policies from and after the Closing Date. (b) Each of Parent and WRECO acknowledges that all Weyerhaeuser Insurance Policies are not part of the Real Estate Business and are Excluded Assets. Subject to Section 9.05(d), neither WRECO nor If any WRECO Exchangeco Subsidiary will have any rights under the Weyerhaeuser Insurance Policies from and after the REB Transfer Time. (c) From the date hereof through the Effective Time, each of the parties hereto shall use commercially reasonable efforts to cooperate to obtain for WRECO and the WRECO Subsidiaries any insurance policies reasonably determined by Parent to be necessary to replace the coverage currently provided by the Weyerhaeuser Insurance Policies with respect to the REB Assets and the Real Estate Business for incidents arising prior to the Distribution Date. All reasonable out-of-pocket costs and expenses incurred by Weyerhaeuser or any Weyerhaeuser Subsidiary pursuant to this Section 9.05(c) shall be promptly reimbursed by Parent. (d) In the event that any REB Asset or the Real Estate Newco Business suffers or has suffered any damage, destruction or other casualty loss or any REB Exchangeco Subsidiary Liability arises that is insured under the Weyerhaeuser Seller Insurance Policies and arises or has arisen prior to the Distribution DateClosing Date (but in the case of a loss arising from damage, destruction or other casualty loss to any Exchangeco Subsidiary Asset, after March 25, 2006), Weyerhaeuser Canada and/or Weyerhaeuser Saskatchewan as applicable shall, or shall cause the appropriate member of the Weyerhaeuser Subsidiary Group to, (i) assert a claim under the appropriate Seller Insurance Policies, if any, and (ii) (x) surrender to WRECO Exchangeco Subsidiary after the Distribution Closing Date any insurance proceeds received by Weyerhaeuser Canada or Weyerhaeuser Saskatchewan or any other member of the Weyerhaeuser Subsidiary Group under any Weyerhaeuser Seller Insurance Policy with respect to such damage, destruction destruction, liability or casualty loss, less (i) any amount of such insurance cash or proceeds applied by Weyerhaeuser Canada or any Weyerhaeuser Subsidiary Saskatchewan to the physical restoration of such assetasset or payment of such liability, and (iiy) assign to Exchangeco Subsidiary after the Closing Date all rights of Weyerhaeuser Canada or Weyerhaeuser Saskatchewan with respect to any causes of action (other than the rights with respect to causes of actions under the Seller Insurance Policies, which are hereby expressly retained by Weyerhaeuser Canada and Weyerhaeuser Saskatchewan), whether or not litigation has commenced as of the Closing Date, in connection with such damage, destruction, liability or loss, provided, however, that the amount of all the insurance proceeds to be surrendered to Exchangeco Subsidiary shall be reduced by the amount of any applicable deductibles and co-payment provisions and all or any payment, reinsurance or reimbursement obligations of Weyerhaeuser Seller or any member of the Weyerhaeuser Subsidiary Group in respect thereof and thereof. During three years after the Closing Date (iii) the amount of Weyerhaeuser’s and each Weyerhaeuser Subsidiary’s reasonable out-of-pocket costs and expensesor, if anylater, incurred in connection with until the foregoing. final resolution of any relevant claim relating to the Newco Business), Weyerhaeuser Canada and the Weyerhaeuser Subsidiaries may, at any time, without liability or obligation to WRECO, Saskatchewan shall not amend, commute, terminate, buy buy-out, extinguish liability under or otherwise modify any Weyerhaeuser Insurance Policy. Neither Weyerhaeuser nor any Weyerhaeuser Subsidiary shall bear any Liability for the failure of an insurer to pay any claim its or their respective liability under any Seller Insurance Policies in a manner that would adversely affect Exchangeco Subsidiary’s rights pursuant to this Section 3.02(b); provided, however that this sentence shall not require Weyerhaeuser Canada or Weyerhaeuser Saskatchewan to renew or keep from lapsing any Seller Insurance Policy.

Rights Under Weyerhaeuser Insurance Policies. (a) Weyerhaeuser shall, and shall cause the Weyerhaeuser Subsidiaries its subsidiaries to, keep all Weyerhaeuser Insurance Policies insurance policies currently maintained with respect to the REB Newco Assets, the Newco Canada Exchangeco Assets and the Real Estate BusinessNewco Business (the “Weyerhaeuser Insurance Policies”), or suitable replacements therefor, in full force and effect through the close of business on the Distribution Date. (b) Each of Parent . Spinco and WRECO acknowledges Newco acknowledge that any and all Weyerhaeuser Insurance Policies are not part owned and maintained by Weyerhaeuser or any member of the Real Estate Business Weyerhaeuser Group (and not the Newco Business) and are Excluded Assets. Subject to Section 9.05(d6.01(b), neither WRECO nor any WRECO Subsidiary Spinco and Newco will not have any rights under the Weyerhaeuser Insurance Policies from and after the REB Transfer TimeDistribution Date. (cb) From the date hereof through the Effective TimeIf any Newco Asset, each of the parties hereto shall use commercially reasonable efforts to cooperate to obtain for WRECO and the WRECO Subsidiaries any insurance policies reasonably determined by Parent to be necessary to replace the coverage currently provided by the Weyerhaeuser Insurance Policies with respect to the REB Assets and the Real Estate Business for incidents arising prior to the Distribution Date. All reasonable out-of-pocket costs and expenses incurred by Weyerhaeuser or any Weyerhaeuser Subsidiary pursuant to this Section 9.05(c) shall be promptly reimbursed by Parent. (d) In the event that any REB Newco Canada Exchangeco Asset or the Real Estate Newco Business suffers or has suffered any damage, destruction or other casualty loss or any REB Assumed Liability or Newco Canada Exchangeco Liability that is insured under the Weyerhaeuser Insurance Policies and arises or has arisen prior to the Distribution DateDate (but, in the case a loss arising from damage, destruction or other casualty loss to any Newco Asset or any Newco Canada Exchangeco Asset, after March 25, 2006), Weyerhaeuser shall, or shall cause the appropriate member of the Weyerhaeuser Subsidiary Group to, (i) assert a claim under the appropriate Weyerhaeuser Insurance Policies, and (ii) (x) surrender to WRECO Newco after the Distribution Date any insurance proceeds received by Weyerhaeuser or any member of the Weyerhaeuser Subsidiary Group under any Weyerhaeuser Insurance Policy with respect to such damage, destruction destruction, liability or casualty loss, less (i) any amount of such insurance cash or proceeds applied by Weyerhaeuser or any other member of the Weyerhaeuser Subsidiary Group to the physical restoration of such assetasset or payment of such liability, and (iiy) assign to Newco after the Distribution Date all rights of Weyerhaeuser or any member of the Weyerhaeuser Group with respect to any causes of action (other than the rights with respect to causes of actions under the Weyerhaeuser Insurance Policies, which are hereby expressly retained by Weyerhaeuser), whether or not litigation has commenced as of the Distribution Date, in connection with such damage, destruction, liability or loss; provided, however, that the amount of all the insurance proceeds to be surrendered to Newco shall be reduced by the amount of any applicable deductibles and co-payment provisions and all or any payment, reinsurance or reimbursement obligations of Weyerhaeuser or any member of the Weyerhaeuser Subsidiary Group in respect thereof and thereof. During three years after the Distribution Date (iii) the amount of Weyerhaeuser’s and each Weyerhaeuser Subsidiary’s reasonable out-of-pocket costs and expensesor, if anylater, incurred in connection with until the foregoing. final resolution of any relevant claim relating to the Newco Business), Weyerhaeuser shall not and shall cause the other members of the Weyerhaeuser Subsidiaries may, at any time, without liability or obligation Group not to WRECO, amend, commute, terminate, buy buy-out, extinguish liability under or otherwise modify its or their respective liability under any Weyerhaeuser Insurance Policy. Neither Policies in a manner that would adversely affect Newco’s rights pursuant to this Section 6.01(b); provided, however, that this sentence shall not require Weyerhaeuser nor any Weyerhaeuser Subsidiary shall bear any Liability for the failure of an insurer to pay any claim under renew or keep from lapsing any Weyerhaeuser Insurance Policy.

Rights Under Weyerhaeuser Insurance Policies. (a) Weyerhaeuser shall, and shall cause the Weyerhaeuser Subsidiaries its subsidiaries to, keep all Weyerhaeuser Insurance Policies insurance policies currently maintained with respect to the REB Newco Assets, the Newco Canada Exchangeco Assets and the Real Estate BusinessNewco Business (the “Weyerhaeuser Insurance Policies”), or suitable replacements therefor, in full force and effect through the close of business on the Distribution Date. (b) Each of Parent . Spinco and WRECO acknowledges Newco acknowledge that any and all Weyerhaeuser Insurance Policies are not part owned and maintained by Weyerhaeuser or any member of the Real Estate Business Weyerhaeuser Group (and not the Newco Business) and are Excluded Assets. Subject to Section 9.05(d6.01(b), neither WRECO nor any WRECO Subsidiary Spinco and Newco will not have any rights under the Weyerhaeuser Insurance Policies from and after the REB Transfer TimeDistribution Date. (cb) From the date hereof through the Effective TimeIf any Newco Asset, each of the parties hereto shall use commercially reasonable efforts to cooperate to obtain for WRECO and the WRECO Subsidiaries any insurance policies reasonably determined by Parent to be necessary to replace the coverage currently provided by the Weyerhaeuser Insurance Policies with respect to the REB Assets and the Real Estate Business for incidents arising prior to the Distribution Date. All reasonable out-of-pocket costs and expenses incurred by Weyerhaeuser or any Weyerhaeuser Subsidiary pursuant to this Section 9.05(c) shall be promptly reimbursed by Parent. (d) In the event that any REB Newco Canada Exchangeco Asset or the Real Estate Newco Business suffers or has suffered any damage, destruction or other casualty loss or any REB Assumed Liability or Newco Canada Exchangeco Liability that is insured under the Weyerhaeuser Insurance Policies and arises or has arisen prior to the Distribution DateDate (but, in the case a loss arising from damage, destruction or other casualty loss to any Newco Asset or any Newco Canada Exchangeco Asset, after March 25, 2006), Weyerhaeuser shall, or shall cause the appropriate member of the Weyerhaeuser Subsidiary Group to, (i) assert a claim under the appropriate Weyerhaeuser Insurance Policies, and (ii) (x) surrender to WRECO Newco after the Distribution Date any insurance proceeds received by Weyerhaeuser or any member of the Weyerhaeuser Subsidiary Group under any Weyerhaeuser Insurance Policy with respect to such damage, destruction destruction, liability or casualty loss, less (i) any amount of such insurance cash or proceeds applied by Weyerhaeuser or any other member of the Weyerhaeuser Subsidiary Group to the physical restoration of such assetasset or payment of such liability, and (iiy) assign to Newco after the Distribution Date all rights of Weyerhaeuser or any member of the Weyerhaeuser Group with respect to any causes of action (other than the rights with respect to causes of actions under the Weyerhaeuser Insurance Policies, which are hereby expressly retained by Weyerhaeuser), whether or not litigation has commenced as of the Distribution Date, in connection with such damage, destruction, liability or loss; provided, however, that the amount of all the insurance proceeds to be surrendered to Newco shall be reduced by the amount of any applicable deductibles and co-payment provisions and all or any payment, reinsurance or reimbursement obligations of Weyerhaeuser or any member of the Weyerhaeuser Subsidiary Group in respect thereof and thereof. During three years after the Distribution Date (iii) the amount of Weyerhaeuser’s and each Weyerhaeuser Subsidiary’s reasonable out-of-pocket costs and expensesor, if anylater, incurred in connection with until the foregoing. final resolution of any relevant claim relating to the Newco Business), Weyerhaeuser shall not and shall cause the other members of the Weyerhaeuser Subsidiaries may, at any time, without liability or obligation Group not to WRECO, amend, commute, terminate, buy buy-out, extinguish liability under or otherwise modify its or their respective liability under any Weyerhaeuser Insurance Policies in a manner that would adversely affect Newco’s rights pursuant to this Section 6.01(b); provided, however, that this sentence shall not require Weyerhaeuser to renew or keep from lapsing any Weyerhaeuser Insurance Policy. Neither Weyerhaeuser nor any Weyerhaeuser Subsidiary shall bear any Liability for the failure Table of an insurer to pay any claim under any Weyerhaeuser Insurance Policy.Contents