Common use of Bank Accounts; Cash Balances Clause in Contracts

Bank Accounts; Cash Balances. (a) ConocoPhillips and Xxxxxxxx 66 each agrees to take, or cause the respective members of their respective Groups to take, at the Distribution Date (or such earlier time as ConocoPhillips and Xxxxxxxx 66 may agree), all actions necessary to amend all contracts or agreements governing each bank and brokerage account owned by Xxxxxxxx 66 or any other member of the Xxxxxxxx 66 Group (collectively, the “Xxxxxxxx 66 Accounts”) so that such Xxxxxxxx 66 Accounts, if currently linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “linked”) to any bank or brokerage account owned by ConocoPhillips or any other member of the ConocoPhillips Group (collectively, the “ConocoPhillips Accounts”), are de-linked from the ConocoPhillips Accounts. (b) ConocoPhillips and Xxxxxxxx 66 each agrees to take, or cause the respective members of their respective Groups to take, at the Distribution Date (or such earlier time as ConocoPhillips and Xxxxxxxx 66 may agree), all actions necessary to amend all agreements governing the ConocoPhillips Accounts so that such ConocoPhillips Accounts, if currently linked to a Xxxxxxxx 66 Account, are de-linked from the Xxxxxxxx 66 Accounts. (c) It is intended that, following consummation of the actions contemplated by Sections 2.10(a) and 2.10(b), there will be in place a centralized cash management process pursuant to which the Xxxxxxxx 66 Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by Xxxxxxxx 66. (d) It is intended that, following consummation of the actions contemplated by Sections 2.10(a) and 2.10(b), there will continue to be in place a centralized cash management process pursuant to which the ConocoPhillips Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by ConocoPhillips. (e) With respect to any outstanding payments initiated by ConocoPhillips, Xxxxxxxx 66, or any of their respective Subsidiaries prior to the Separation, such outstanding payments shall be honored following the Separation by the Person or Group owning the account from which the payment was initiated. (f) As between ConocoPhillips and Xxxxxxxx 66 (and the members of their respective Groups) all payments made and reimbursements received after the Separation by either party (or member of its Group) that relate to a business, Asset or Liability of the other party (or member of its Group), shall be held by such party for the use and benefit of the party entitled thereto (at the expense of the party entitled thereto). Each party shall maintain an accounting of any such payments and reimbursements, and the parties shall have a monthly reconciliation, whereby all such payments made and reimbursements received by each party are calculated and the net amount owed to ConocoPhillips or Xxxxxxxx 66 shall be paid over with right of set-off. If at any time the net amount owed to either party exceeds $10,000,000, an interim payment of such net amount owed shall be made to the party entitled thereto within three (3) business days of such amount exceeding $10,000,000. Notwithstanding the foregoing, neither ConocoPhillips nor Xxxxxxxx 66 shall act as collection agent for the other party, nor shall either party act as surety or endorser with respect to non-sufficient funds checks, or funds to be returned in a bankruptcy or fraudulent conveyance action.

Bank Accounts; Cash Balances. (a) ConocoPhillips and Xxxxxxxx 66 each Each Party agrees to take, or cause the respective members of their respective Groups its Group to take, at the Distribution Date Effective Time (or such earlier time as ConocoPhillips and Xxxxxxxx 66 the Parties may agree), all actions necessary to amend all contracts or agreements governing each bank and brokerage account owned by Xxxxxxxx 66 Adient or any other member of the Xxxxxxxx 66 Adient Group (collectively, the “Xxxxxxxx 66 Adient Accounts”) ), and all contracts or agreements governing each bank or brokerage account owned by Xxxxxxx Controls or any other member of the Xxxxxxx Controls Group (collectively, the “Xxxxxxx Controls Accounts”), so that each such Xxxxxxxx 66 AccountsAdient Account and Xxxxxxx Controls Account, if currently linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “linkedLinked”) to any bank Xxxxxxx Controls Account or brokerage account owned by ConocoPhillips or any other member of the ConocoPhillips Group (collectivelyAdient Account, the “ConocoPhillips Accounts”)respectively, are is de-linked Linked from the ConocoPhillips Accountssuch Xxxxxxx Controls Account or Adient Account, respectively. (b) ConocoPhillips and Xxxxxxxx 66 each agrees to takeIt is intended that, or cause following consummation of the respective members of their respective Groups to take, at the Distribution Date (or such earlier time as ConocoPhillips and Xxxxxxxx 66 may agreeactions contemplated by Section 2.9(a), all actions necessary there will be in place a cash management process pursuant to amend all agreements governing which the ConocoPhillips Adient Accounts so that such ConocoPhillips Accounts, if currently linked to will be managed and funds collected will be transferred into one (1) or more accounts maintained by Adient or a Xxxxxxxx 66 Account, are de-linked from member of the Xxxxxxxx 66 AccountsAdient Group. (c) It is intended that, following consummation of the actions contemplated by Sections 2.10(a) and 2.10(b), there will be in place a centralized cash management process pursuant to which the Xxxxxxxx 66 Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by Xxxxxxxx 66. (d) It is intended that, following consummation of the actions contemplated by Sections 2.10(a) and 2.10(bSection 2.9(a), there will continue to be in place a centralized cash management process pursuant to which the ConocoPhillips Xxxxxxx Controls Accounts will be managed centrally and funds collected will be transferred into one (1) or more centralized accounts maintained by ConocoPhillipsXxxxxxx Controls or a member of the Xxxxxxx Controls Group. (ed) With respect to any outstanding checks issued or payments initiated by ConocoPhillipsXxxxxxx Controls, Xxxxxxxx 66Adient, or any of the members of their respective Subsidiaries Groups prior to the SeparationEffective Time, such outstanding checks and payments shall be honored following after the Separation Effective Time by the Person or Group owning the account on which the check is drawn or from which the payment was initiated, respectively. (fe) As between ConocoPhillips Xxxxxxx Controls and Xxxxxxxx 66 Adient (and the members of their respective Groups) ), all payments made and reimbursements or other payments received after the Separation Effective Time by either party Party (or member of its Group) that relate to a business, Asset or Liability of the other party Party (or member of its Group), shall be held by such party Party in trust for the use and benefit of the party Party entitled thereto (at the expense of the party entitled thereto). Each party shall maintain an accounting and, promptly following receipt by such Party of any such payments and reimbursementspayment or reimbursement, and such Party shall pay over, or shall cause the parties shall have a monthly reconciliation, whereby all applicable member of its Group to pay over to the other Party the amount of such payments made and reimbursements received by each party are calculated and the net amount owed to ConocoPhillips payment or Xxxxxxxx 66 shall be paid over with reimbursement without right of set-off. If at any time the net amount owed to either party exceeds $10,000,000, an interim payment of such net amount owed shall be made to the party entitled thereto within three (3) business days of such amount exceeding $10,000,000. Notwithstanding the foregoing, neither ConocoPhillips nor Xxxxxxxx 66 shall act as collection agent for the other party, nor shall either party act as surety or endorser with respect to non-sufficient funds checks, or funds to be returned in a bankruptcy or fraudulent conveyance action.

Bank Accounts; Cash Balances. (a) ConocoPhillips Agilent and Xxxxxxxx 66 Keysight each agrees to take, or cause the respective members of their respective Groups to take, at the Distribution Date Effective Time (or such earlier time as ConocoPhillips Agilent and Xxxxxxxx 66 Keysight may agree), all actions necessary to amend all contracts or agreements Keysight Contracts governing each bank and brokerage account owned by Xxxxxxxx 66 Keysight or any other member of the Xxxxxxxx 66 Keysight Group (collectively, the “Xxxxxxxx 66 Keysight Accounts”), including all Keysight Accounts listed or described on Schedule 2.11(a)(i) so that such Xxxxxxxx 66 Keysight Accounts, if currently linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “linked”) to any bank or brokerage account owned by ConocoPhillips Agilent or any other member of the ConocoPhillips Agilent Group (collectively, the “ConocoPhillips Agilent Accounts”), including all Agilent Accounts listed or described on Schedule 2.11(a)(ii), are de-linked from the ConocoPhillips Agilent Accounts. (b) ConocoPhillips Agilent and Xxxxxxxx 66 Keysight each agrees to take, or cause the respective members of their respective Groups to take, at the Distribution Date Effective Time (or such earlier time as ConocoPhillips Agilent and Xxxxxxxx 66 Keysight may agree), all actions necessary to amend all agreements Keysight Contracts governing the ConocoPhillips Agilent Accounts so that such ConocoPhillips Agilent Accounts, if currently linked to a Xxxxxxxx 66 Keysight Account, are de-linked from the Xxxxxxxx 66 Keysight Accounts. (c) It is intended that, following consummation of the actions contemplated by Sections 2.10(aSection 2.11(a) and 2.10(b), there will be in place a centralized cash management process pursuant to which the Xxxxxxxx 66 Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by Xxxxxxxx 66. (d) It is intended that, following consummation of the actions contemplated by Sections 2.10(a) and 2.10(bSection 2.11(b), there will continue to be in place a centralized cash management process pursuant to which the ConocoPhillips Keysight Accounts will be managed centrally and funds collected will be transferred into one (1) or more centralized accounts maintained by ConocoPhillipsKeysight. (d) It is intended that, following consummation of the actions contemplated by Section 2.11(a) and Section 2.11(b), there will continue to be in place a centralized cash management process pursuant to which the Agilent Accounts will be managed centrally and funds collected will be transferred into one (1) or more centralized accounts maintained by Agilent. (e) With respect to any outstanding payments initiated checks issued by ConocoPhillipsAgilent, Xxxxxxxx 66, Keysight or any of their respective Subsidiaries prior to the SeparationEffective Time, such outstanding payments checks shall be honored following from and after the Separation Effective Time by the Person or Group owning the account from on which the payment was initiatedcheck is drawn, without limiting the ultimate allocation of Liability for such amounts under this Agreement. (f) As between ConocoPhillips Agilent and Xxxxxxxx 66 Keysight (and the members of their respective Groups) ), all payments made and reimbursements received after the Separation Effective Time by either party (or member of its Group) that relate to a business, Asset or Liability of the other party (or member of its Group), ) shall be held by such party in trust for the use and benefit of the party entitled thereto (at the expense of the and, promptly upon receipt by such party entitled thereto). Each party shall maintain an accounting of any such payments and reimbursementspayment or reimbursement, and such party shall pay over, or shall cause the parties shall have a monthly reconciliation, whereby all such payments made and reimbursements received by each party are calculated and the net amount owed applicable member of its Group to ConocoPhillips or Xxxxxxxx 66 shall be paid pay over with right of set-off. If at any time the net amount owed to either party exceeds $10,000,000, an interim payment of such net amount owed shall be made to the party entitled thereto within three (3) business days of such amount exceeding $10,000,000. Notwithstanding the foregoing, neither ConocoPhillips nor Xxxxxxxx 66 shall act as collection agent for the other party, nor shall either party act as surety the amount of such payment or endorser with respect to non-sufficient funds checks, or funds to be returned in a bankruptcy or fraudulent conveyance actionreimbursement without right of setoff.

Bank Accounts; Cash Balances. (a) ConocoPhillips Cardinal Health and Xxxxxxxx 66 CareFusion each agrees to take, or cause the respective members of their respective Groups to take, at the Distribution Date Effective Time (or such earlier time as ConocoPhillips Cardinal Health and Xxxxxxxx 66 CareFusion may agree), all actions necessary to amend all contracts or agreements CareFusion Contracts governing each bank and brokerage account owned by Xxxxxxxx 66 CareFusion or any other member of the Xxxxxxxx 66 CareFusion Group (collectively, the “Xxxxxxxx 66 CareFusion Accounts”) ), including all CareFusion Accounts listed or described on Schedule 2.11(a), so that such Xxxxxxxx 66 CareFusion Accounts, if currently linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “linked”) to any bank or brokerage account owned by ConocoPhillips Cardinal Health or any other member of the ConocoPhillips Cardinal Health Group (collectively, the “ConocoPhillips Cardinal Health Accounts”), including all Cardinal Health Accounts listed or described on Schedule 2.11(b), are de-linked from the ConocoPhillips Cardinal Health Accounts. (b) ConocoPhillips Cardinal Health and Xxxxxxxx 66 CareFusion each agrees to take, or cause the respective members of their respective Groups to take, at the Distribution Date Effective Time (or such earlier time as ConocoPhillips Cardinal Health and Xxxxxxxx 66 CareFusion may agree), all actions necessary to amend all agreements CareFusion Contracts governing the ConocoPhillips Cardinal Health Accounts so that such ConocoPhillips Cardinal Health Accounts, if currently linked to a Xxxxxxxx 66 CareFusion Account, are de-linked from the Xxxxxxxx 66 CareFusion Accounts. (c) It is intended that, following consummation of the actions contemplated by Sections 2.10(a2.11(a) and 2.10(b2.11(b), there will continue to be in place a centralized cash management process pursuant to which the Xxxxxxxx 66 CareFusion Accounts will be managed centrally and funds collected will be transferred into one (1) or more centralized accounts maintained by Xxxxxxxx 66CareFusion. (d) It is intended that, following consummation of the actions contemplated by Sections 2.10(a2.11(a) and 2.10(b2.11(b), there will continue to be in place a centralized cash management process pursuant to which the ConocoPhillips Cardinal Health Accounts will be managed centrally and funds collected will be transferred into one (1) or more centralized accounts maintained by ConocoPhillipsCardinal Health. (e) With respect to any outstanding payments initiated checks issued by ConocoPhillipsCardinal Health, Xxxxxxxx 66CareFusion, or any of their respective Subsidiaries prior to the SeparationEffective Time, such outstanding payments checks shall be honored following the Separation Effective Time by the Person or Group owning the account from on which the payment was initiatedcheck is drawn. (f) As between ConocoPhillips Cardinal Health and Xxxxxxxx 66 CareFusion (and the members of their respective Groups) all payments made and reimbursements received after the Separation Effective Time by either party (or member of its Group) that relate to a business, Asset or Liability of the other party (or member of its Group), shall be held by such party in trust for the use and benefit of the party entitled thereto (at the expense of the and, promptly upon receipt by such party entitled thereto). Each party shall maintain an accounting of any such payments and reimbursementspayment or reimbursement, and such party shall pay over, or shall cause the parties shall have a monthly reconciliation, whereby all applicable member of its Group to pay over to the other party the amount of such payments made and reimbursements received by each party are calculated and the net amount owed to ConocoPhillips payment or Xxxxxxxx 66 shall be paid over with reimbursement without right of set-off. If at any time the net amount owed to either party exceeds $10,000,000. (g) Each of Cardinal Health and CareFusion agrees that, an interim payment of such net amount owed shall be made prior to the party entitled thereto within three (3) business days Effective Time, Cardinal Health or any other member of such amount exceeding $10,000,000. Notwithstanding the foregoing, neither ConocoPhillips nor Xxxxxxxx 66 shall act as collection agent Cardinal Health Group may withdraw any and all cash or cash equivalents from the CareFusion Accounts for the benefit of Cardinal Health or any other party, nor shall either party act as surety or endorser with respect to non-sufficient funds checks, or funds to be returned in a bankruptcy or fraudulent conveyance actionmember of the Cardinal Health Group.

Bank Accounts; Cash Balances. (a1) ConocoPhillips and Xxxxxxxx 66 each agrees The Parties agree to take, or cause the respective members of their respective Groups to take, at the Distribution Date Effective Time (or such earlier time as ConocoPhillips and Xxxxxxxx 66 SG Holdings may agreedetermine), all actions necessary to amend all contracts or agreements Contracts governing each bank and brokerage account owned by Xxxxxxxx 66 SG DevCo or any other member of the Xxxxxxxx 66 SG DevCo Group (collectively, the “Xxxxxxxx 66 SG DevCo Accounts”) so that such Xxxxxxxx 66 SG DevCo Accounts, if currently linked (whether by automatic withdrawal, automatic deposit deposit, or any other authorization to transfer funds from or to, hereinafter “linked”) to any bank or brokerage account owned by ConocoPhillips SG Holdings or any other member of the ConocoPhillips SG Holdings Group (collectively, the “ConocoPhillips SG Holdings Accounts”), ) are de-linked from the ConocoPhillips SG Holdings Accounts. From and after the Effective Time, no SG Holdings Group Employee shall have any authority to access or control any SG DevCo Account, except as provided for through the Shared Services Agreement. (b2) ConocoPhillips and Xxxxxxxx 66 each agrees The Parties agree to take, or cause the respective members of their respective Groups to take, at the Distribution Date Effective Time (or such earlier time as ConocoPhillips and Xxxxxxxx 66 SG Holdings may agreedetermine), all actions necessary to amend all agreements Contracts governing the ConocoPhillips SG Holdings Accounts so that such ConocoPhillips SG Holdings Accounts, if currently linked to a Xxxxxxxx 66 an SG DevCo Account, are de-linked from the Xxxxxxxx 66 SG DevCo Accounts. From and after the Effective Time, no SG DevCo Group Employee shall have any authority to access or control any SG Holdings Account, except as may be provided for through the Shared Services Agreement (if applicable). (c3) It is intended The Parties intend that, following consummation of the actions contemplated by Sections 2.10(aSection 2.4(1) and 2.10(bSection 2.4(2), there will continue to be in place a centralized cash management process system pursuant to which the Xxxxxxxx 66 SG DevCo Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by Xxxxxxxx 66members of the SG DevCo Group. (d4) It is intended The Parties intend that, following consummation of the actions contemplated by Sections 2.10(aSection 2.4(1) and 2.10(bSection 2.4(2), there will continue to be in place a centralized cash management process system pursuant to which the ConocoPhillips SG Holdings Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by ConocoPhillipsmembers of the SG Holdings Group. (e5) With respect to any outstanding payments initiated checks issued by ConocoPhillipsSG Holdings, Xxxxxxxx 66SG DevCo, or any of their respective Subsidiaries prior to the SeparationEffective Time, such outstanding payments checks shall be honored following the Separation Effective Time by the Person or member of the applicable Group owning the account from on which the payment was initiatedcheck is drawn. (f6) As between ConocoPhillips and Xxxxxxxx 66 (the Parties hereto and the members of their respective Groups) , all payments made and reimbursements received after the Separation Effective Time by either party Party (or member of its Group) that relate to a businessBusiness, Asset or Liability of the other party Party (or member of its Group), shall be held by such party Party in trust for the use and benefit of the party Party entitled thereto (at the expense of the party entitled thereto). Each party shall maintain an accounting and, promptly upon receipt by such Party of any such payments and reimbursementspayment or reimbursement, and such Party shall pay over, or shall cause the parties shall have a monthly reconciliation, whereby all applicable member of its Group to pay over to the other Party the amount of such payments made and reimbursements received by each party are calculated and the net amount owed to ConocoPhillips payment or Xxxxxxxx 66 shall be paid over with reimbursement without right of set-off. If at any time the net amount owed to either party exceeds $10,000,000. (7) The Parties agree that, an interim payment of such net amount owed shall be made prior to the party entitled thereto within three (3) business days Effective Time, SG Holdings or any other member of such amount exceeding $10,000,000the SG Holdings Group may withdraw any and all cash or Cash Equivalents from the SG DevCo Accounts for the benefit of SG Holdings or any other member of the SG Holdings Group. Notwithstanding the foregoing, neither ConocoPhillips nor Xxxxxxxx 66 it is the intention of SG Holdings and SG DevCo that, at the time of the Distribution, SG DevCo shall act have a minimum cash or Cash Equivalents balance, as collection agent for would be reflected on the other partyunaudited consolidated balance sheet of the SG DevCo Group as of the close of business on the date prior to the Distribution Date, nor of $___. All cash held by any member of the SG DevCo Group as of the Distribution shall either party act be an SG DevCo Asset and all cash held by any member of the SG Holdings Group as surety or endorser with respect to non-sufficient funds checks, or funds to of the Distribution shall be returned in a bankruptcy or fraudulent conveyance actionSG Holdings Asset.

Bank Accounts; Cash Balances. Except as may be set forth in the Transition Services Agreement: (a) ConocoPhillips GGP and Xxxxxxxx 66 Spinco each agrees to take, or cause the respective members of their respective Groups to take, to be effective at the Distribution Date Effective Time (or such earlier time as ConocoPhillips GGP and Xxxxxxxx 66 Spinco may agree), all actions necessary to amend all contracts or agreements Spinco Contracts governing each bank and brokerage account owned by Xxxxxxxx 66 Spinco or any other member of the Xxxxxxxx 66 Spinco Group (collectively, the “Xxxxxxxx 66 Spinco Accounts”) ), so that such Xxxxxxxx 66 Spinco Accounts, if currently linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “linked”) to any bank or brokerage account owned by ConocoPhillips GGP or any other member of the ConocoPhillips GGP Group (collectively, the “ConocoPhillips GGP Accounts”), are de-linked from the ConocoPhillips AccountsGGP Accounts effective on the Distribution Date. (b) ConocoPhillips GGP and Xxxxxxxx 66 Spinco each agrees to take, or cause the respective members of their respective Groups to take, to be effective at the Distribution Date Effective Time (or such earlier time as ConocoPhillips GGP and Xxxxxxxx 66 Spinco may agree), all actions necessary to amend all agreements Spinco Contracts governing the ConocoPhillips GGP Accounts so that such ConocoPhillips GGP Accounts, if currently linked to a Xxxxxxxx 66 Spinco Account, are de-linked from the Xxxxxxxx 66 Spinco Accounts. (c) It is intended that, following consummation of the actions contemplated by Sections 2.10(a2.8(a) and 2.10(b2.8(b), there will continue to be in place a centralized cash management process pursuant to which the Xxxxxxxx 66 Spinco Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by Xxxxxxxx 66Spinco. (d) It is intended that, following consummation of the actions contemplated by Sections 2.10(a2.8(a) and 2.10(b2.8(b), there will continue to be in place a centralized cash management process pursuant to which the ConocoPhillips GGP Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by ConocoPhillipsGGP. (e) With respect to any outstanding payments initiated checks issued by ConocoPhillipsGGP, Xxxxxxxx 66, Spinco or any of their respective Subsidiaries prior to the SeparationEffective Time, such outstanding payments checks shall be honored following the Separation Effective Time by the Person or Group owning the account from on which the payment was initiatedcheck is drawn with prompt reimbursement from the Person or Group that issued such check, if applicable. (f) As between ConocoPhillips GGP and Xxxxxxxx 66 Spinco (and the members of their respective Groups) all payments made and reimbursements received after the Separation Effective Time by either party (or member of its Group) that relate principally to a business, Asset or Liability of the other party (or member of its Group), ) shall be held by such party in trust for the use and benefit of the party entitled thereto (at the expense of the and, promptly upon receipt by such party entitled thereto). Each party shall maintain an accounting of any such payments and reimbursementspayment or reimbursement, and such party shall pay over, or shall cause the parties shall have a monthly reconciliation, whereby all applicable member of its Group to pay over to the other party the amount of such payments made and reimbursements received by each party are calculated and the net amount owed to ConocoPhillips payment or Xxxxxxxx 66 shall be paid over with reimbursement without right of set-off. If at For additional clarity, any time checks received after the net Effective Time in respect of rental or other payments due and owing to a member of the Spinco Group shall be paid over to such member of the Spinco Group notwithstanding the fact such check is made payable to a member of the GGP Group. (g) Each of GGP and Spinco agrees that, prior to the Effective Time, GGP or any other member of the GGP Group may withdraw any and all cash or cash equivalents from the Spinco Accounts for the benefit of GGP or any other member of the GGP Group; provided, however, that neither GGP nor any other member of the GGP Group shall be entitled to withdraw any cash or cash equivalents from any Spinco Account if, and to the extent that, the amount owed to either party exceeds $10,000,000, an interim payment of such net amount owed shall cash or cash equivalents is necessary to cover any checks or wires made from or against (or to be made to from or against) a Spinco Account as of, or prior to, the party entitled thereto within three (3) business days Effective Time and which has not been paid or withdrawn as of such amount exceeding $10,000,000the Effective Time. Notwithstanding For greater clarity, and except as set forth in the foregoingimmediately preceding sentence, neither ConocoPhillips GGP nor Xxxxxxxx 66 shall act as collection agent for any member of the other partyGGP Group has any obligation to leave, nor shall either party act as surety and there is no expectation on the part of Spinco or endorser with respect to non-sufficient funds checksany member of the Spinco Group that GGP or any member of the GGP Group will leave, any amount of working capital (normalized or funds to be returned otherwise) in a bankruptcy or fraudulent conveyance actionthe Spinco Accounts immediately following the Effective Time.

Bank Accounts; Cash Balances. (a) ConocoPhillips Valero and Xxxxxxxx 66 Corner Store each agrees to take, or cause the respective members of their respective Groups to take, at the Distribution Date (or such earlier time as ConocoPhillips Valero and Xxxxxxxx 66 Corner Store may agree), all actions necessary to amend all contracts or agreements governing each bank and brokerage account owned by Xxxxxxxx 66 Corner Store or any other member of the Xxxxxxxx 66 Corner Store Group (collectively, the “Xxxxxxxx 66 Corner Store Accounts”) so that such Xxxxxxxx 66 Corner Store Accounts, if currently linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “linked”) to any bank or brokerage account owned by ConocoPhillips Valero or any other member of the ConocoPhillips Valero Group (collectively, the “ConocoPhillips Valero Accounts”), are de-linked from the ConocoPhillips Valero Accounts. (b) ConocoPhillips Valero and Xxxxxxxx 66 Corner Store each agrees to take, or cause the respective members of their respective Groups to take, at the Distribution Date (or such earlier time as ConocoPhillips Valero and Xxxxxxxx 66 Corner Store may agree), all actions necessary to amend all agreements governing the ConocoPhillips Valero Accounts so that such ConocoPhillips Valero Accounts, if currently linked to a Xxxxxxxx 66 Corner Store Account, are de-linked from the Xxxxxxxx 66 Corner Store Accounts. (c) It is intended that, following consummation of the actions contemplated by Sections 2.10(a) and 2.10(b), there will shall be in place a centralized cash management process pursuant to which the Xxxxxxxx 66 Corner Store Accounts will shall be managed centrally and funds collected will shall be transferred into one or more centralized accounts maintained by Xxxxxxxx 66Corner Store. (d) It is intended that, following consummation of the actions contemplated by Sections 2.10(a) and 2.10(b), there will shall continue to be in place a centralized cash management process pursuant to which the ConocoPhillips Valero Accounts will shall be managed centrally and funds collected will shall be transferred into one or more centralized accounts maintained by ConocoPhillipsValero. (e) With respect to any outstanding payments initiated by ConocoPhillipsValero, Xxxxxxxx 66Corner Store, or any of their respective Subsidiaries prior to the Separation, such outstanding payments shall be honored following the Separation by the Person or Group owning the account from which the payment was initiated. (f) As between ConocoPhillips Valero and Xxxxxxxx 66 Corner Store (and the members of their respective Groups) ), all payments made and reimbursements received after the Separation by either party (or member of its Group) that relate to a business, Asset or Liability of the other party (or member of its Group), shall be held by such party for the use and benefit of the party entitled thereto (at the expense of the party entitled thereto). Each party shall maintain an accounting of any such payments and reimbursements, and the parties shall have a monthly reconciliation, whereby all such payments made and reimbursements received by each party are calculated and the net amount owed to ConocoPhillips Valero or Xxxxxxxx 66 Corner Store shall be paid over with right of set-off. If at any time the net amount owed to either party exceeds $10,000,000, an interim payment of such net amount owed shall be made to the party entitled thereto within three (3) business days of such amount exceeding $10,000,000. Notwithstanding the foregoing, neither ConocoPhillips Valero nor Xxxxxxxx 66 Corner Store shall act as collection agent for the other party, nor shall either party act as surety or endorser with respect to non-sufficient non‑sufficient funds checks, or funds to be returned in a bankruptcy or fraudulent conveyance action.

Bank Accounts; Cash Balances. (a) ConocoPhillips HBIO and Xxxxxxxx 66 HXXX each agrees to take, or cause the respective members of their respective Groups to take, at the Distribution Date (or such earlier time as ConocoPhillips HBIO and Xxxxxxxx 66 HXXX may agree), all actions necessary to amend all contracts or agreements governing each bank and brokerage account owned by Xxxxxxxx 66 HXXX or any other member of the Xxxxxxxx 66 HXXX Group (collectively, the “Xxxxxxxx 66 HXXX Accounts”) so that such Xxxxxxxx 66 HXXX Accounts, if currently linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “linked”) to any bank or brokerage account owned by ConocoPhillips HBIO or any other member of the ConocoPhillips HBIO Group (collectively, the “ConocoPhillips HBIO Accounts”), ) are de-no longer linked from following the ConocoPhillips AccountsDistribution. (b) ConocoPhillips HBIO and Xxxxxxxx 66 HXXX each agrees to take, or cause the respective members of their respective Groups to take, at the Distribution Date (or such earlier time as ConocoPhillips HBIO and Xxxxxxxx 66 HXXX may agree), all actions necessary to amend all agreements HXXX Contracts governing the ConocoPhillips HBIO Accounts so that such ConocoPhillips HBIO Accounts, if currently linked to a Xxxxxxxx 66 HXXX Account, are de-linked from the Xxxxxxxx 66 HXXX Accounts. (c) It is intended that, following consummation of the actions contemplated by Sections 2.10(a2.6(a) and 2.10(b2.6(b), there will be in place a centralized separate cash management process processes for each of HBIO and HXXX, pursuant to which (i) the Xxxxxxxx 66 HBIO Accounts will be managed centrally separately and funds collected will be transferred into one (1) or more centralized accounts maintained by Xxxxxxxx 66. HBIO, and (dii) It is intended that, following consummation of the actions contemplated by Sections 2.10(a) and 2.10(b), there will continue to be in place a centralized cash management process pursuant to which the ConocoPhillips HXXX Accounts will be managed centrally separately and funds collected will be transferred into one (1) or more centralized accounts maintained by ConocoPhillipsHXXX. (ed) With respect to any outstanding payments initiated checks issued by ConocoPhillipsHBIO, Xxxxxxxx 66HXXX, or any of their respective Subsidiaries prior to the Separation, such outstanding payments checks shall be honored following the Separation by the Person or Group owning the account from on which the payment was initiatedcheck is drawn. (fe) As between ConocoPhillips HBIO and Xxxxxxxx 66 HXXX (and the members of their respective Groups) all payments made and reimbursements received after the Separation Distribution Date by either party Party (or member of its Group) that relate to a business, Asset or Liability of the other party Party (or member of its Group), shall be held by such party Party in trust for the use and benefit of the party Party entitled thereto (at the expense of the party entitled thereto). Each party shall maintain an accounting and, promptly upon receipt by such Party of any such payments and reimbursementspayment or reimbursement, and such Party shall pay over, or shall cause the parties shall have a monthly reconciliation, whereby all such payments made and reimbursements received by each party are calculated and applicable member of its Group to pay over to the net other Party the amount owed to ConocoPhillips or Xxxxxxxx 66 shall be paid over with right of set-off. If at any time the net amount owed to either party exceeds $10,000,000, an interim payment of such net amount owed shall be made to the party entitled thereto within three (3) business days of such amount exceeding $10,000,000. Notwithstanding the foregoing, neither ConocoPhillips nor Xxxxxxxx 66 shall act as collection agent for the other party, nor shall either party act as surety payment or endorser with respect to non-sufficient funds checks, or funds to be returned in a bankruptcy or fraudulent conveyance actionreimbursement.

Bank Accounts; Cash Balances. (a) ConocoPhillips Each Party shall, and Xxxxxxxx 66 shall cause the members of their respective Groups to, take all actions necessary such that, on or prior to the Effective Time, the Kellanova Group and the WKKC Group maintain separate bank accounts and separate cash management processes. Without limiting the foregoing, each Party agrees to take, or cause the respective members of their respective Groups its Group to take, at the Distribution Date Effective Time (or such earlier time as ConocoPhillips and Xxxxxxxx 66 the Parties may agree), all actions necessary to amend all contracts or agreements Contracts governing each bank and brokerage account owned by Xxxxxxxx 66 WKKC or any other member of the Xxxxxxxx 66 WKKC Group (collectively, the “Xxxxxxxx 66 WKKC Accounts”) and all Contracts governing each bank or brokerage account owned by Kellanova or any other member of the Kellanova Group (collectively, the “Kellanova Accounts”) so that each such Xxxxxxxx 66 AccountsWKKC Account and Kellanova Account, if currently linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “linked”) to any bank Kellanova Account or brokerage account owned by ConocoPhillips or any other member of the ConocoPhillips Group (collectivelyWKKC Account, the “ConocoPhillips Accounts”)respectively, are is de-linked from the ConocoPhillips Accountssuch Kellanova Account or WKKC Account, respectively. (b) ConocoPhillips and Xxxxxxxx 66 each agrees to takeIt is intended that, or cause following consummation of the respective members of their respective Groups to take, at the Distribution Date (or such earlier time as ConocoPhillips and Xxxxxxxx 66 may agreeactions contemplated by Section 2.9(a), all actions necessary there will be in place a cash management process pursuant to amend all agreements governing which the ConocoPhillips WKKC Accounts so that such ConocoPhillips Accounts, if currently linked to will be managed and funds collected will be transferred into one (1) or more accounts maintained by WKKC or a Xxxxxxxx 66 Account, are de-linked from member of the Xxxxxxxx 66 AccountsWKKC Group. (c) It is intended that, following consummation of the actions contemplated by Sections 2.10(a) and 2.10(b), there will be in place a centralized cash management process pursuant to which the Xxxxxxxx 66 Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by Xxxxxxxx 66. (d) It is intended that, following consummation of the actions contemplated by Sections 2.10(a) and 2.10(bSection 2.9(a), there will continue to be in place a centralized cash management process pursuant to which the ConocoPhillips Kellanova Accounts will be managed centrally and funds collected will be transferred into one (1) or more centralized accounts maintained by ConocoPhillipsXxxxxxxxx or a member of the Kellanova Group. (ed) With respect to any outstanding checks issued or payments initiated by ConocoPhillipsXxxxxxxxx, Xxxxxxxx 66WKKC, or any of the members of their respective Subsidiaries Groups prior to the SeparationEffective Time, such outstanding checks and payments shall be honored following the Separation Effective Time by the Person or Group owning the account on which the check is drawn or from which the payment was initiated, respectively, and such Person or Group owning such account shall not have any claim with respect to such check or payment from the members of the other Group. (fe) As between ConocoPhillips Xxxxxxxxx and Xxxxxxxx 66 WKKC (and the members of their respective Groups) ), all payments made made, and reimbursements received reimbursements, credits, returns, or rebates received, after the Separation Effective Time by either party Party (or member of its Group) that relate to a business, Asset or Liability of the other party Party (or member of its Group), shall be held by such party Party in trust for the use and benefit of the party Party (or member of its Group) entitled thereto and, promptly following receipt by such Party (at the expense or member of the party entitled thereto). Each party shall maintain an accounting its Group) of any such payments and reimbursementspayment or reimbursement, and credit, return or rebate such Party shall pay over, or shall cause the parties shall have a monthly reconciliation, whereby all applicable member of its Group to pay over to the other Party the amount of such payments made and reimbursements received by each party are calculated and the net amount owed to ConocoPhillips payment or Xxxxxxxx 66 shall be paid over with reimbursement without right of set-off. If at any time . (f) It is understood and agreed that, effective as of the net amount owed to either party exceeds $10,000,000, an interim payment of such net amount owed shall be made Effective Time (and after giving effect to the party entitled thereto within three (3) business days Cash Transfer), WKKC and members of such the WKKC Group shall have cash and cash equivalents in an aggregate amount exceeding $10,000,000equal to the WKKC Cash Amount. Notwithstanding For purposes of determining the amount of cash and cash equivalents held by WKKC and members of the WKKC Group for purposes of the foregoing, neither ConocoPhillips nor Xxxxxxxx 66 cash and cash equivalents held in currency other than U.S. dollars will be translated into U.S. dollars based on the exchange rate selected by Kellanova. (g) [Within fifteen (15) days after the Distribution Date, Xxxxxxxxx shall act deliver to WKKC a good faith calculation of the aggregate amount of cash and cash equivalents (net of any overdrafts) held by the WKKC Group as collection agent of the Effective Time (the “Final Cash Balance”). Xxxxxxxxx’s calculation of the Final Cash Balance shall be final, binding, conclusive and non-appealable on WKKC for all purposes of this Agreement and, for the avoidance of doubt, shall not be subject to further adjustment as a result of payments required to be made by one Party to the other partyafter the Effective Time under this Agreement or under any Ancillary Agreement. If the Final Cash Balance exceeds the WKKC Cash Amount, nor then WKKC shall either party act as surety pay or endorser with respect cause to non-sufficient funds checks, or be paid an amount in cash equal to such difference to Kellanova by wire transfer of immediately available funds to an account or accounts designated in writing by Xxxxxxxxx to WKKC within five (5) Business Days after the date of delivery of the Final Cash Balance by Xxxxxxxxx. If the Final Cash Balance is less than the WKKC Cash Amount, then Xxxxxxxxx shall pay or cause to be returned paid an amount in a bankruptcy cash equal to the absolute value of such difference to WKKC by wire transfer of immediately available funds to an account or fraudulent conveyance actionaccounts designated in writing by WKKC to Kellanova within five (5) Business Days after the date of delivery of the Final Cash Balance by Xxxxxxxxx. Any such payment shall be treated by the Parties for all purposes as an adjustment to the Cash Transfer that occurred immediately prior to the Distribution.]

Bank Accounts; Cash Balances. (a1) ConocoPhillips and Xxxxxxxx 66 each agrees The Parties agree to take, or cause the respective members of their respective Groups to take, at the Distribution Date Effective Time (or such earlier time as ConocoPhillips and Xxxxxxxx 66 SG Holdings may agreedetermine), all actions necessary to amend all contracts or agreements Contracts governing each bank and brokerage account owned by Xxxxxxxx 66 SG DevCo or any other member of the Xxxxxxxx 66 SG DevCo Group (collectively, the “Xxxxxxxx 66 SG DevCo Accounts”) so that such Xxxxxxxx 66 SG DevCo Accounts, if currently linked (whether by automatic withdrawal, automatic deposit deposit, or any other authorization to transfer funds from or to, hereinafter “linked”) to any bank or brokerage account owned by ConocoPhillips SG Holdings or any other member of the ConocoPhillips SG Holdings Group (collectively, the “ConocoPhillips SG Holdings Accounts”), ) are de-linked from the ConocoPhillips SG Holdings Accounts. From and after the Effective Time, no SG Holdings Group Employee shall have any authority to access or control any SG DevCo Account, except as provided for through the Shared Services Agreement. (b2) ConocoPhillips and Xxxxxxxx 66 each agrees The Parties agree to take, or cause the respective members of their respective Groups to take, at the Distribution Date Effective Time (or such earlier time as ConocoPhillips and Xxxxxxxx 66 SG Holdings may agreedetermine), all actions necessary to amend all agreements Contracts governing the ConocoPhillips SG Holdings Accounts so that such ConocoPhillips SG Holdings Accounts, if currently linked to a Xxxxxxxx 66 an SG DevCo Account, are de-linked from the Xxxxxxxx 66 SG DevCo Accounts. From and after the Effective Time, no employee of the SG DevCo Group shall have any authority to access or control any SG Holdings Account, except as may be provided for through the Shared Services Agreement (if applicable). (c3) It is intended The Parties intend that, following consummation of the actions contemplated by Sections 2.10(aSection 2.4(1) and 2.10(bSection 2.4(2), there will continue to be in place a centralized cash management process system pursuant to which the Xxxxxxxx 66 SG DevCo Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by Xxxxxxxx 66members of the SG DevCo Group. (d4) It is intended The Parties intend that, following consummation of the actions contemplated by Sections 2.10(aSection 2.4(1) and 2.10(bSection 2.4(2), there will continue to be in place a centralized cash management process system pursuant to which the ConocoPhillips SG Holdings Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by ConocoPhillipsmembers of the SG Holdings Group. (e5) With respect to any outstanding payments initiated checks issued by ConocoPhillipsSG Holdings, Xxxxxxxx 66SG DevCo, or any of their respective Subsidiaries prior to the SeparationEffective Time, such outstanding payments checks shall be honored following the Separation Effective Time by the Person or member of the applicable Group owning the account from on which the payment was initiatedcheck is drawn. (f6) As between ConocoPhillips and Xxxxxxxx 66 (the Parties hereto and the members of their respective Groups) , all payments made and reimbursements received after the Separation Effective Time by either party Party (or member of its Group) that relate to a businessBusiness, Asset or Liability of the other party Party (or member of its Group), shall be held by such party Party in trust for the use and benefit of the party Party entitled thereto (at the expense of the party entitled thereto). Each party shall maintain an accounting and, promptly upon receipt by such Party of any such payments and reimbursementspayment or reimbursement, and such Party shall pay over, or shall cause the parties shall have a monthly reconciliation, whereby all applicable member of its Group to pay over to the other Party the amount of such payments made and reimbursements received by each party are calculated and the net amount owed to ConocoPhillips payment or Xxxxxxxx 66 shall be paid over with reimbursement without right of set-off. If at any time the net amount owed to either party exceeds $10,000,000. (7) The Parties agree that, an interim payment of such net amount owed shall be made prior to the party entitled thereto within three (3) business days Effective Time, SG Holdings or any other member of such amount exceeding $10,000,000the SG Holdings Group may withdraw any and all cash or Cash Equivalents from the SG DevCo Accounts for the benefit of SG Holdings or any other member of the SG Holdings Group. Notwithstanding the foregoing, neither ConocoPhillips nor Xxxxxxxx 66 it is the intention of SG Holdings and SG DevCo that, at the time of the Distribution, SG DevCo shall act have a minimum cash or Cash Equivalents balance, as collection agent for would be reflected on the other partyunaudited consolidated balance sheet of the SG DevCo Group as of the close of business on the date prior to the Distribution Date, nor of $250,000.00. All cash held by any member of the SG DevCo Group as of the Distribution shall either party act be an SG DevCo Asset and all cash held by any member of the SG Holdings Group as surety or endorser with respect to non-sufficient funds checks, or funds to of the Distribution shall be returned in a bankruptcy or fraudulent conveyance actionSG Holdings Asset.

Bank Accounts; Cash Balances. (a) ConocoPhillips and Xxxxxxxx 66 each agrees The Parties agree to take, or cause the respective members of their respective Groups to take, at the Distribution Date Relevant Time (or such earlier time as ConocoPhillips and Xxxxxxxx 66 the Parties may agree), all actions necessary to amend all contracts or agreements Contracts governing each bank and brokerage account owned by Xxxxxxxx 66 (i) Forestar or any other member of the Xxxxxxxx 66 Group Forestar Group, (collectivelyincluding all Forestar accounts listed or described on Schedule 2.5(a)(i), the “Xxxxxxxx 66 Forestar Accounts”), and (ii) Guaranty or any other member of the Guaranty Group (including all Guaranty accounts listed or described on Schedule 2.5(a)(ii), but excluding the deposit accounts of its bank Subsidiary’s customers, the “Guaranty Accounts” and, together with the Forestar Accounts, the “Separated Accounts”), so that such Xxxxxxxx 66 Separated Accounts, if currently linked (whether by automatic withdrawal, automatic deposit deposit, or any other authorization to transfer funds from or to, hereinafter “linked”) to any bank or brokerage account owned by ConocoPhillips Temple-Inland or any other member of the ConocoPhillips Temple-Inland Group, including all Temple-Inland accounts owned by any member of the Temple-Inland Group that is as of the date hereof a direct or indirect Subsidiary of TIN Inc. through its account at JPMorgan Chase Bank (collectivelywhich subset of Temple-Inland accounts are listed or described on Schedule 2.5(b), the “ConocoPhillips Temple-Inland Accounts”), ) are de-linked from the ConocoPhillips Temple-Inland Accounts. From and after the Relevant Time, no Temple-Inland Employee or Former Temple-Inland Employee shall have any authority to access or control any Separated Account, except as provided for through the Transition Services Agreement. (b) ConocoPhillips and Xxxxxxxx 66 each agrees The Parties agree to take, or cause the respective members of their respective Groups to take, at the Distribution Date Relevant Time (or such earlier time as ConocoPhillips and Xxxxxxxx 66 the Parties may agree), all actions necessary to amend all agreements Contracts governing the ConocoPhillips Temple-Inland Accounts so that such ConocoPhillips Temple-Inland Accounts, if currently linked to a Xxxxxxxx 66 Separated Account, are de-linked from the Xxxxxxxx 66 Separated Accounts. From and after the Relevant Time, no Forestar Employee, Former Forestar Employee, Guaranty Employee, or Former Guaranty Employee shall have any authority to access or control any Temple-Inland Account. (c) It is intended that, following consummation of the actions contemplated by Sections 2.10(a) and 2.10(b), there will be in place a centralized cash management process pursuant to which the Xxxxxxxx 66 Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by Xxxxxxxx 66. (d) It is intended that, following consummation of the actions contemplated by Sections 2.10(a) and 2.10(b), there will continue to be in place a centralized cash management process pursuant to which the ConocoPhillips Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by ConocoPhillips. (e) With respect to any outstanding payments initiated checks issued by ConocoPhillips, Xxxxxxxx 66the Parties, or any of their respective Subsidiaries prior to the SeparationRelevant Time, such outstanding payments checks shall be honored following the Separation Relevant Time by the Person entity or Group owning the account from on which the payment was initiatedcheck is drawn. (fd) As between ConocoPhillips and Xxxxxxxx 66 any two Parties (and the members of their respective Groups) all payments made and reimbursements received after the Separation Relevant Time by either party any Party (or member of its Group) that relate to a businessBusiness, Asset or Liability of the other party another Party (or member of its Group), shall be held by such party Party in trust for the use and benefit of the party Party entitled thereto (at the expense of the party Party entitled thereto). Each party shall maintain an accounting ) and, promptly upon receipt by such Party of any such payments and reimbursementspayment or reimbursement, and such Party shall pay over, or shall cause the parties shall have a monthly reconciliationapplicable member of its Group to pay over, whereby all to the applicable Party the amount of such payments made and reimbursements received by each party are calculated and the net amount owed to ConocoPhillips payment or Xxxxxxxx 66 shall be paid over with reimbursement without right of set-off. If at any time the net amount owed to either party exceeds $10,000,000, an interim payment of such net amount owed shall be made to the party entitled thereto within three (3) business days of such amount exceeding $10,000,000. Notwithstanding the foregoing, neither ConocoPhillips nor Xxxxxxxx 66 shall act as collection agent for the other party, nor shall either party act as surety or endorser with respect to non-sufficient funds checks, or funds to be returned in a bankruptcy or fraudulent conveyance action.

Bank Accounts; Cash Balances. (a) ConocoPhillips and Xxxxxxxx 66 each agrees The Parties agree to take, or cause the respective members of their respective Groups to take, at the Distribution Date Effective Time (or such earlier time as ConocoPhillips and Xxxxxxxx 66 Trinity may agreedetermine), all actions necessary to amend all contracts or agreements Contracts governing each bank and brokerage account owned by Xxxxxxxx 66 Arcosa or any other member of the Xxxxxxxx 66 Arcosa Group (collectively, the “Xxxxxxxx 66 "Arcosa Accounts”") so that such Xxxxxxxx 66 Arcosa Accounts, if currently linked (whether by automatic withdrawal, automatic deposit deposit, or any other authorization to transfer funds from or to, hereinafter “"linked”") to any bank or brokerage account owned by ConocoPhillips Trinity or any other member of the ConocoPhillips Trinity Group (collectively, the “ConocoPhillips "Trinity Accounts”), ") are de-linked from the ConocoPhillips Trinity Accounts. From and after the Effective Time, no Trinity Group Employee shall have any authority to access or control any Arcosa Account, except as provided for through the Transition Services Agreement. (b) ConocoPhillips and Xxxxxxxx 66 each agrees The Parties agree to take, or cause the respective members of their respective Groups to take, at the Distribution Date Effective Time (or such earlier time as ConocoPhillips and Xxxxxxxx 66 Trinity may agreedetermine), all actions necessary to amend all agreements Contracts governing the ConocoPhillips Trinity Accounts so that such ConocoPhillips Trinity Accounts, if currently linked to a Xxxxxxxx 66 an Arcosa Account, are de-linked from the Xxxxxxxx 66 Arcosa Accounts. From and after the Effective Time, no Arcosa Group Employee shall have any authority to access or control any Trinity Account, except as may be provided for through the Transition Services Agreement (if applicable). (c) It is intended The Parties intend that, following consummation of the actions contemplated by Sections 2.10(aSection 2.4(a) and 2.10(bSection 2.4(b), there will continue to be in place a centralized cash management process system pursuant to which the Xxxxxxxx 66 Arcosa Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by Xxxxxxxx 66members of the Arcosa Group. (d) It is intended The Parties intend that, following consummation of the actions contemplated by Sections 2.10(aSection 2.4(a) and 2.10(bSection 2.4(b), there will continue to be in place a centralized cash management process system pursuant to which the ConocoPhillips Trinity Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by ConocoPhillipsmembers of the Trinity Group. (e) With respect to any outstanding payments initiated checks issued by ConocoPhillipsTrinity, Xxxxxxxx 66Arcosa, or any of their respective Subsidiaries prior to the SeparationEffective Time, such outstanding payments checks shall be honored following the Separation Effective Time by the Person or member of the applicable Group owning the account from on which the payment was initiatedcheck is drawn. (f) As between ConocoPhillips and Xxxxxxxx 66 (the Parties hereto and the members of their respective Groups) , all payments made and reimbursements received after the Separation Effective Time by either party Party (or member of its Group) that relate to a businessBusiness, Asset or Liability of the other party Party (or member of its Group), shall be held by such party Party in trust for the use and benefit of the party Party entitled thereto (at the expense of the party entitled thereto). Each party shall maintain an accounting and, promptly upon receipt by such Party of any such payments and reimbursementspayment or reimbursement, and such Party shall pay over, or shall cause the parties shall have a monthly reconciliation, whereby all applicable member of its Group to pay over to the other Party the amount of such payments made and reimbursements received by each party are calculated and the net amount owed to ConocoPhillips payment or Xxxxxxxx 66 shall be paid over with reimbursement without right of set-off. If at any time the net amount owed to either party exceeds $10,000,000. (g) The Parties agree that, an interim payment of such net amount owed shall be made prior to the party entitled thereto within three (3) business days Effective Time, Trinity or any other member of such amount exceeding $10,000,000the Trinity Group may withdraw any and all cash or Cash Equivalents from the Arcosa Accounts for the benefit of Trinity or any other member of the Trinity Group. Notwithstanding the foregoing, neither ConocoPhillips nor Xxxxxxxx 66 it is the intention of Trinity and Arcosa that, at the time of the Distribution, Arcosa shall act have a minimum cash or Cash Equivalents balance, as collection agent for would be reflected on the other partyunaudited consolidated balance sheet of the Arcosa Group as of the close of business on the date prior to the Distribution Date, nor of $200,000,000. All cash held by any member of the Arcosa Group as of the Distribution shall either party act be an Arcosa Asset and all cash held by any member of the Trinity Group as surety or endorser with respect to non-sufficient funds checks, or funds to of the Distribution shall be returned in a bankruptcy or fraudulent conveyance actionTrinity Asset.

Bank Accounts; Cash Balances. (a) ConocoPhillips Valero and Xxxxxxxx 66 Corner Store each agrees to take, or cause the respective members of their respective Groups to take, at the Distribution Date (or such earlier time as ConocoPhillips Valero and Xxxxxxxx 66 Corner Store may agree), all actions necessary to amend all contracts or agreements governing each bank and brokerage account owned by Xxxxxxxx 66 Corner Store or any other member of the Xxxxxxxx 66 Corner Store Group (collectively, the “Xxxxxxxx 66 Corner Store Accounts”) so that such Xxxxxxxx 66 Corner Store Accounts, if currently linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “linked”) to any bank or brokerage account owned by ConocoPhillips Valero or any other member of the ConocoPhillips Valero Group (collectively, the “ConocoPhillips Valero Accounts”), are de-linked from the ConocoPhillips Valero Accounts. (b) ConocoPhillips Valero and Xxxxxxxx 66 Corner Store each agrees to take, or cause the respective members of their respective Groups to take, at the Distribution Date (or such earlier time as ConocoPhillips Valero and Xxxxxxxx 66 Corner Store may agree), all actions necessary to amend all agreements governing the ConocoPhillips Valero Accounts so that such ConocoPhillips Valero Accounts, if currently linked to a Xxxxxxxx 66 Corner Store Account, are de-linked from the Xxxxxxxx 66 Corner Store Accounts. (c) It is intended that, following consummation of the actions contemplated by Sections 2.10(a) and 2.10(b), there will shall be in place a centralized cash management process pursuant to which the Xxxxxxxx 66 Corner Store Accounts will shall be managed centrally and funds collected will shall be transferred into one or more centralized accounts maintained by Xxxxxxxx 66Corner Store. (d) It is intended that, following consummation of the actions contemplated by Sections 2.10(a) and 2.10(b), there will shall continue to be in place a centralized cash management process pursuant to which the ConocoPhillips Valero Accounts will shall be managed centrally and funds collected will shall be transferred into one or more centralized accounts maintained by ConocoPhillipsValero. (e) With respect to any outstanding payments initiated by ConocoPhillipsValero, Xxxxxxxx 66Corner Store, or any of their respective Subsidiaries prior to the Separation, such outstanding payments shall be honored following the Separation by the Person or Group owning the account from which the payment was initiated. (f) As between ConocoPhillips Valero and Xxxxxxxx 66 Corner Store (and the members of their respective Groups) ), all payments made and reimbursements received after the Separation by either party (or member of its Group) that relate to a business, Asset or Liability of the other party (or member of its Group), shall be held by such party for the use and benefit of the party entitled thereto (at the expense of the party entitled thereto). Each party shall maintain an accounting of any such payments and reimbursements, and the parties shall have a monthly reconciliation, whereby all such payments made and reimbursements received by each party are calculated and the net amount owed to ConocoPhillips Valero or Xxxxxxxx 66 Corner Store shall be paid over with right of set-off. If at any time the net amount owed to either party exceeds $10,000,000, an interim payment of such net amount owed shall be made to the party entitled thereto within three (3) business days of such amount exceeding $10,000,000. Notwithstanding the foregoing, neither ConocoPhillips Valero nor Xxxxxxxx 66 Corner Store shall act as collection agent for the other party, nor shall either party act as surety or endorser with respect to non-sufficient funds checks, or funds to be returned in a bankruptcy or fraudulent conveyance action.

Bank Accounts; Cash Balances. (a) ConocoPhillips and Xxxxxxxx 66 Except as otherwise expressly contemplated by the schedules to the Transition Services Agreement, each Party agrees to take, or cause the respective members of their respective Groups its Group to take, at the Distribution Date Effective Time (or such earlier time as ConocoPhillips and Xxxxxxxx 66 the Parties may agree)) or as soon as practicable following the Effective Time, all such actions as may be necessary to amend all contracts or agreements governing each bank and brokerage account owned by Xxxxxxxx 66 SpinCo or any other member of the Xxxxxxxx 66 SpinCo Group (collectively, the “Xxxxxxxx 66 SpinCo Accounts”) and all contracts or agreements governing each bank or brokerage account owned by Parent or any other member of the Parent Group (collectively, the “Parent Accounts”) so that each such Xxxxxxxx 66 AccountsSpinCo Account and Parent Account, if currently linked Linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “linkedLinked”) to any bank Parent Account or brokerage account owned by ConocoPhillips or any other member of the ConocoPhillips Group (collectivelySpinCo Account, the “ConocoPhillips Accounts”)respectively, are is de-linked Linked from the ConocoPhillips Accountssuch Parent Account or SpinCo Account, respectively. (b) ConocoPhillips and Xxxxxxxx 66 each agrees to takeIt is intended that, or cause following consummation of the respective members of their respective Groups to take, at the Distribution Date (or such earlier time as ConocoPhillips and Xxxxxxxx 66 may agreeactions contemplated by Section 2.9(a), all actions necessary there will be in place a cash management process pursuant to amend all agreements governing which the ConocoPhillips SpinCo Accounts so that such ConocoPhillips Accounts, if currently linked to will be managed and funds collected will be transferred into one or more accounts maintained by SpinCo or a Xxxxxxxx 66 Account, are de-linked from member of the Xxxxxxxx 66 AccountsSpinCo Group. (c) It is intended that, following consummation of the actions contemplated by Sections 2.10(a) and 2.10(bSection 2.9(a), there will continue to be in place a centralized cash management process pursuant to which the Xxxxxxxx 66 Parent Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by Xxxxxxxx 66Parent or a member of the Parent Group. (d) It is intended that, following consummation of the actions contemplated by Sections 2.10(a) and 2.10(b), there will continue to be in place a centralized cash management process pursuant to which the ConocoPhillips Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by ConocoPhillips. (e) With respect to any outstanding checks issued or payments initiated by ConocoPhillipsParent, Xxxxxxxx 66SpinCo, or any of the members of their respective Subsidiaries Groups prior to the SeparationEffective Time, such outstanding checks and payments shall be honored following the Separation Effective Time by the Person or Group owning the account on which the check is drawn or from which the payment was initiated, respectively. (fe) As between ConocoPhillips Parent and Xxxxxxxx 66 SpinCo (and the members of their respective Groups) ), all payments made and reimbursements received after the Separation Effective Time by either party Party (or member of its Group) that relate to a business, Asset or Liability of the other party Party (or member of its Group), shall be held by such party Party in trust for the use and benefit of the party Party entitled thereto (at the expense of the party entitled thereto). Each party shall maintain an accounting and, promptly following receipt by such Party of any such payments and reimbursementspayment or reimbursement, and such Party shall pay over, or shall cause the parties shall have a monthly reconciliationapplicable member of its Group to pay over to the other Party, whereby all the amount of such payments made and reimbursements received by each party are calculated and the net amount owed to ConocoPhillips payment or Xxxxxxxx 66 shall be paid over with reimbursement without right of set-off. If at any time the net amount owed to either party exceeds $10,000,000, an interim payment of such net amount owed shall be made to the party entitled thereto within three (3) business days of such amount exceeding $10,000,000. Notwithstanding the foregoing, neither ConocoPhillips nor Xxxxxxxx 66 shall act as collection agent for the other party, nor shall either party act as surety or endorser with respect to non-sufficient funds checks, or funds to be returned in a bankruptcy or fraudulent conveyance action.

Bank Accounts; Cash Balances. (a) ConocoPhillips and Xxxxxxxx 66 each agrees The Parties agree to take, or cause the respective members of their respective Groups to take, at the Distribution Date (or such earlier time as ConocoPhillips and Xxxxxxxx 66 NCR may agreedetermine), all actions necessary to amend all contracts or agreements Contracts governing each bank and brokerage account owned by Xxxxxxxx 66 ATMCo or any other member of the Xxxxxxxx 66 ATMCo Group (collectively, the “Xxxxxxxx 66 ATMCo Accounts”) so that such Xxxxxxxx 66 ATMCo Accounts, if currently linked (whether by automatic withdrawal, automatic deposit deposit, or any other authorization to transfer funds from or to, hereinafter “linked”) to any bank or brokerage account owned by ConocoPhillips NCR or any other member of the ConocoPhillips NCR Group (collectively, the “ConocoPhillips NCR Accounts”), ) are de-linked from the ConocoPhillips NCR Accounts. From and after the Distribution, no NCR Group Employee shall have any authority to access or control any ATMCo Account, except as provided for through the Transition Services Agreement. (b) ConocoPhillips and Xxxxxxxx 66 each agrees The Parties agree to take, or cause the respective members of their respective Groups to take, at the Distribution Date (or such earlier time as ConocoPhillips and Xxxxxxxx 66 NCR may agreedetermine), all actions necessary to amend all agreements Contracts governing the ConocoPhillips NCR Accounts so that such ConocoPhillips NCR Accounts, if currently linked to a Xxxxxxxx 66 an ATMCo Account, are de-linked from the Xxxxxxxx 66 ATMCo Accounts. From and after the Distribution, no ATMCo Group Employee shall have any authority to access or control any NCR Account, except as may be provided for through the Transition Services Agreement (if applicable). (c) It is intended The Parties intend that, following consummation of the actions contemplated by Sections 2.10(aSection 2.4(a) and 2.10(bSection 2.4(b), there will continue to be in place a centralized cash management process system pursuant to which the Xxxxxxxx 66 ATMCo Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by Xxxxxxxx 66members of the ATMCo Group. (d) It is intended The Parties intend that, following consummation of the actions contemplated by Sections 2.10(aSection 2.4(a) and 2.10(bSection 2.4(b), there will continue to be in place a centralized cash management process system pursuant to which the ConocoPhillips NCR Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by ConocoPhillipsmembers of the NCR Group. (e) With respect to any outstanding payments initiated checks issued by ConocoPhillipsNCR, Xxxxxxxx 66ATMCo, or any of their respective Subsidiaries prior to the SeparationDistribution, such outstanding payments checks shall be honored following the Separation Distribution by the Person or member of the applicable Group owning the account from on which the payment was initiatedcheck is drawn. (f) As between ConocoPhillips and Xxxxxxxx 66 (the Parties hereto and the members of their respective Groups) , all payments made and reimbursements received after the Separation Measurement Time (for the avoidance of doubt, this provision shall also apply to relevant payments and reimbursements received after the Distribution) by either party Party (or member of its Group) that relate to a businessBusiness, Asset or Liability of the other party Party (or member of its Group), shall be held by such party Party in trust for the use and benefit of the party Party entitled thereto (at the expense of the party entitled thereto). Each party shall maintain an accounting and, promptly upon receipt by such Party of any such payments and reimbursementspayment or reimbursement, and such Party shall pay over, or shall cause the parties applicable member of its Group to pay over to the other Party the amount of such payment or reimbursement without right of set-off. The Parties shall have a monthly reconciliation, whereby all such payments made and reimbursements received by each party Party are calculated and the net amount owed to ConocoPhillips NCR or Xxxxxxxx 66 ATMCo, as applicable, and taking into account any payments made by either of them or members of their Group previously during such month, shall be paid over with a mutual right of set-offoff solely with respect to the remittance of amounts pursuant to this Section 2.4(f). If at any time the net amount owed to either party Party exceeds $10,000,0005,000,000, an interim payment of such net amount owed shall be made to the party Party entitled thereto within three five (35) business days Business Days of such amount exceeding $10,000,0005,000,000. Notwithstanding the foregoing, neither ConocoPhillips NCR nor Xxxxxxxx 66 ATMCo, or any member of their respective Groups, shall act as collection agent for the other partyParty, nor shall either party Party, or any member of their respective Groups, act as surety or endorser with respect to non-sufficient funds checks, checks or funds to be returned in a bankruptcy or fraudulent conveyance action. In order to facilitate the monthly reconciliation, each Party shall have a representative, set forth on Schedule 2.4, and such individuals shall be required to communicate with each other (whether by email or other form of telephonic or video communication that is mutually agreeable) to facilitate the monthly reconciliation. Each Party shall be entitled to change its representative after the Distribution at any time by written notice to the other. The foregoing in this Section 2.4(f) shall not apply to any proceeds received in connection with the ATMCo Financing Arrangements. (g) The Parties agree that, prior to the Distribution, NCR or any other member of the NCR Group may withdraw any and all Cash Equivalents from the ATMCo Accounts for the benefit of NCR or any other member of the NCR Group. Notwithstanding the foregoing, it is the intention of NCR and ATMCo that, at the Measurement Time, ATMCo shall have a minimum Cash Equivalents balance of, excluding any amounts contained in ATMCo Accounts, or otherwise in the control of a member of the ATMCo Group, that are ultimately paid to NCR or a member of the NCR Group in accordance Section 4.1(b) prior to the Distribution, but assuming the receipt of cash from any proceeds received by ATMCo or any member of its Group in connection with the ATMCo Financing Arrangements following the Measurement Time and prior to the Distribution to the extent not paid to NCR or a member of the NCR Group in accordance with Section 4.1(b), of no more than $450,000,000 (the “XXXXx Xxxx Target Amount”). Within forty-five (45) days of the Distribution Date, ATMCo shall deliver to NCR a written statement (the “XXXXx Xxxx True-Up Statement”) setting forth, based on the books and records of ATMCo and in reasonable detail and attaching supporting documentation, its good faith calculation of the sum of (x) the total amount of Cash Equivalents held in the ATMCo Accounts or otherwise within the control of a member of the ATMCo Group, as of the Measurement Time, excluding any ATMCo Custodian Amounts and any amounts contained in ATMCo Accounts, or otherwise in the control of a member of the ATMCo Group, that were ultimately paid to NCR or a member of the NCR Group in accordance Section 4.1(b) prior to the Distribution and (y) the amount of cash from any proceeds received by ATMCo or any member of its Group in connection with the ATMCo Financing Arrangements following the Measurement Time and prior to the Distribution to the extent not paid to NCR or a member of the NCR Group in accordance with Section 4.1(b) prior to the Distribution (such amount, the “Final XXXXx Xxxx Balance Amount”). The XXXXx Xxxx True-Up Statement shall set forth whether the Final XXXXx Xxxx Balance Amount was in excess of the XXXXx Xxxx Target Amount and to the extent the Final XXXXx Xxxx Balance Amount was in excess of the XXXXx Xxxx Target Amount (the amount of such excess, the “XXXXx Xxxx Balance True-Up Amount”), ATMCo shall make a cash payment to an account designated in writing by NCR of the XXXXx Xxxx Balance True-Up Amount within five (5) Business Days of the delivery of the XXXXx Xxxx True-Up Statement. For the avoidance of doubt, any Dispute that may arise from the XXXXx Xxxx Balance True-Up Amount shall be resolved in accordance with Article VIII hereof. Subject to Section 2.4(f), all cash received by any member of the NCR Group following the Measurement Time and prior to the Distribution (including any amounts to be paid to NCR or a member of the NCR Group pursuant to Section 4.1(b)) shall be an NCR Asset and all cash received by any member of the ATMCo Group following the Measurement Time and prior to the Distribution (excluding any amounts to be paid to NCR or a member of the NCR Group pursuant to Section 4.1(b)) shall be an ATMCo Asset; provided, that, for the avoidance of doubt, with respect to any proceeds received in connection with the ATMCo Financing Arrangements NCR shall at all times be entitled to the portion thereof as set forth in Section 4.1(b).

Bank Accounts; Cash Balances. (a) ConocoPhillips Xxxxxx Oil and Xxxxxxxx 66 Xxxxxx USA each agrees to take, or cause the respective members of their respective Groups to take, at the Distribution Date (or such earlier time date as ConocoPhillips Xxxxxx Oil and Xxxxxxxx 66 Xxxxxx USA may agree), all actions necessary to amend all contracts or agreements governing each bank and brokerage account owned by Xxxxxxxx 66 Xxxxxx USA or any other member of the Xxxxxxxx 66 Xxxxxx USA Group (collectively, the “Xxxxxxxx 66 Xxxxxx USA Accounts”) so that such Xxxxxxxx 66 Xxxxxx USA Accounts, if currently linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “linked”) to any bank or brokerage account owned by ConocoPhillips Xxxxxx Oil or any other member of the ConocoPhillips Xxxxxx Oil Group (collectively, the “ConocoPhillips Xxxxxx Oil Accounts”), are de-linked from the ConocoPhillips Xxxxxx Oil Accounts. (b) ConocoPhillips Xxxxxx Oil and Xxxxxxxx 66 Xxxxxx USA each agrees to take, or cause the respective members of their respective Groups to take, at the Distribution Date (or such earlier time date as ConocoPhillips Xxxxxx Oil and Xxxxxxxx 66 Xxxxxx USA may agree), all actions necessary to amend all contracts or agreements governing the ConocoPhillips Xxxxxx Oil Accounts so that such ConocoPhillips Xxxxxx Oil Accounts, if currently linked to a Xxxxxxxx 66 Xxxxxx USA Account, are de-linked from the Xxxxxxxx 66 Xxxxxx USA Accounts. (c) It is intended that, following consummation of the actions contemplated by Sections 2.10(a2.08(a) and 2.10(b2.08(b), there will be in place a centralized cash management process pursuant to which the Xxxxxxxx 66 Xxxxxx USA Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by Xxxxxxxx 66Xxxxxx USA. (d) It is intended that, following consummation of the actions contemplated by Sections 2.10(a2.08(a) and 2.10(b2.08(b), there will continue to be in place a centralized cash management process pursuant to which the ConocoPhillips Xxxxxx Oil Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by ConocoPhillipsXxxxxx Oil. (e) With respect to any outstanding payments initiated by ConocoPhillipsXxxxxx Oil, Xxxxxxxx 66Xxxxxx USA, or any of their respective Subsidiaries prior to the SeparationDistribution Time, such outstanding payments shall be honored following the Separation Distribution by the Person or Group owning the account from which the payment was initiated. (f) As between ConocoPhillips Xxxxxx Oil and Xxxxxxxx 66 Xxxxxx USA (and the members of their respective Groups) all payments made and reimbursements received after the Separation Distribution Date by either party (or member of its Group) that relate to a business, Asset asset or Liability of the other party (or member of its Group), shall be held by such party for the use and benefit of the party entitled thereto (at the expense of the party entitled thereto). Each party shall maintain an accounting of any such payments and reimbursementspayments, and the parties shall have a monthly reconciliation, whereby all such payments made and reimbursements received by each party are calculated and the net amount owed to ConocoPhillips Xxxxxx Oil or Xxxxxxxx 66 Xxxxxx USA shall be paid over with right of set-off. If at any time the net amount owed to either party exceeds $10,000,000[—], an interim payment of such net amount owed shall be made to the party entitled thereto within three (3) business days Business Days of such amount exceeding $10,000,000[—]. Notwithstanding the foregoing, neither ConocoPhillips Xxxxxx Oil nor Xxxxxxxx 66 Xxxxxx USA shall act as collection agent for the other party, nor shall either party act as surety or endorser with respect to non-sufficient funds checks, checks or funds to be returned in a bankruptcy or fraudulent conveyance action.

Bank Accounts; Cash Balances. (a) ConocoPhillips Each Party shall, and Xxxxxxxx 66 shall cause the members of their respective Groups to, take all actions necessary such that, on or prior to the Effective Time, the Kellanova Group and the WKKC Group maintain separate bank accounts and separate cash management processes. Without limiting the foregoing, each Party agrees to take, or cause the respective members of their respective Groups its Group to take, at the Distribution Date Effective Time (or such earlier time as ConocoPhillips and Xxxxxxxx 66 the Parties may agree), all actions necessary to amend all contracts or agreements Contracts governing each bank and brokerage account owned by Xxxxxxxx 66 WKKC or any other member of the Xxxxxxxx 66 WKKC Group (collectively, the “Xxxxxxxx 66 WKKC Accounts”) and all Contracts governing each bank or brokerage account owned by Kellanova or any other member of the Kellanova Group (collectively, the “Kellanova Accounts”) so that each such Xxxxxxxx 66 AccountsWKKC Account and Kellanova Account, if currently linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “linked”) to any bank Kellanova Account or brokerage account owned by ConocoPhillips or any other member of the ConocoPhillips Group (collectivelyWKKC Account, the “ConocoPhillips Accounts”)respectively, are is de-linked from the ConocoPhillips Accountssuch Kellanova Account or WKKC Account, respectively. (b) ConocoPhillips and Xxxxxxxx 66 each agrees to takeIt is intended that, or cause following consummation of the respective members of their respective Groups to take, at the Distribution Date (or such earlier time as ConocoPhillips and Xxxxxxxx 66 may agreeactions contemplated by Section 2.9(a), all actions necessary there will be in place a cash management process pursuant to amend all agreements governing which the ConocoPhillips WKKC Accounts so that such ConocoPhillips Accounts, if currently linked to will be managed and funds collected will be transferred into one (1) or more accounts maintained by WKKC or a Xxxxxxxx 66 Account, are de-linked from member of the Xxxxxxxx 66 AccountsWKKC Group. (c) It is intended that, following consummation of the actions contemplated by Sections 2.10(a) and 2.10(b), there will be in place a centralized cash management process pursuant to which the Xxxxxxxx 66 Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by Xxxxxxxx 66. (d) It is intended that, following consummation of the actions contemplated by Sections 2.10(a) and 2.10(bSection 2.9(a), there will continue to be in place a centralized cash management process pursuant to which the ConocoPhillips Kellanova Accounts will be managed centrally and funds collected will be transferred into one (1) or more centralized accounts maintained by ConocoPhillipsXxxxxxxxx or a member of the Kellanova Group. (ed) With respect to any outstanding checks issued or payments initiated by ConocoPhillipsXxxxxxxxx, Xxxxxxxx 66WKKC, or any of the members of their respective Subsidiaries Groups prior to the SeparationEffective Time, such outstanding checks and payments shall be honored following the Separation Effective Time by the Person or Group owning the account on which the check is drawn or from which the payment was initiated, respectively, and such Person or Group owning such account shall not have any claim with respect to such check or payment from the members of the other Group. (fe) As between ConocoPhillips Xxxxxxxxx and Xxxxxxxx 66 WKKC (and the members of their respective Groups) ), all payments made made, and reimbursements received reimbursements, credits, returns, or rebates received, after the Separation Effective Time by either party Party (or member of its Group) that relate to a business, Asset or Liability of the other party Party (or member of its Group), shall be held by such party Party in trust for the use and benefit of the party Party (or member of its Group) entitled thereto and, promptly following receipt by such Party (at the expense or member of the party entitled thereto). Each party shall maintain an accounting its Group) of any such payments and reimbursementspayment or reimbursement, and credit, return or rebate such Party shall pay over, or shall cause the parties shall have a monthly reconciliation, whereby all applicable member of its Group to pay over to the other Party the amount of such payments made and reimbursements received by each party are calculated and the net amount owed to ConocoPhillips payment or Xxxxxxxx 66 shall be paid over with reimbursement without right of set-off. If at any time the net amount owed to either party exceeds $10,000,000, an interim payment of such net amount owed shall be made to the party entitled thereto within three (3) business days of such amount exceeding $10,000,000. Notwithstanding the foregoing, neither ConocoPhillips nor Xxxxxxxx 66 shall act as collection agent for the other party, nor shall either party act as surety or endorser with respect to non-sufficient funds checks, or funds to be returned in a bankruptcy or fraudulent conveyance action.

Bank Accounts; Cash Balances. (a) ConocoPhillips Mxxxxx Oil and Xxxxxxxx 66 Mxxxxx USA each agrees to take, or cause the respective members of their respective Groups to take, at the Distribution Date (or such earlier time date as ConocoPhillips Mxxxxx Oil and Xxxxxxxx 66 Mxxxxx USA may agree), all actions necessary to amend all contracts or agreements governing each bank and brokerage account owned by Xxxxxxxx 66 Mxxxxx USA or any other member of the Xxxxxxxx 66 Mxxxxx USA Group (collectively, the “Xxxxxxxx 66 Mxxxxx USA Accounts”) so that such Xxxxxxxx 66 Mxxxxx USA Accounts, if currently linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “linked”) to any bank or brokerage account owned by ConocoPhillips Mxxxxx Oil or any other member of the ConocoPhillips Mxxxxx Oil Group (collectively, the “ConocoPhillips Mxxxxx Oil Accounts”), are de-linked from the ConocoPhillips Mxxxxx Oil Accounts. (b) ConocoPhillips Mxxxxx Oil and Xxxxxxxx 66 Mxxxxx USA each agrees to take, or cause the respective members of their respective Groups to take, at the Distribution Date (or such earlier time date as ConocoPhillips Mxxxxx Oil and Xxxxxxxx 66 Mxxxxx USA may agree), all actions necessary to amend all contracts or agreements governing the ConocoPhillips Mxxxxx Oil Accounts so that such ConocoPhillips Mxxxxx Oil Accounts, if currently linked to a Xxxxxxxx 66 Mxxxxx USA Account, are de-linked from the Xxxxxxxx 66 Mxxxxx USA Accounts. (c) It is intended that, following consummation of the actions contemplated by Sections 2.10(a2.08(a) and 2.10(b2.08(b), there will be in place a centralized cash management process pursuant to which the Xxxxxxxx 66 Mxxxxx USA Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by Xxxxxxxx 66Mxxxxx USA. (d) It is intended that, following consummation of the actions contemplated by Sections 2.10(a2.08(a) and 2.10(b2.08(b), there will continue to be in place a centralized cash management process pursuant to which the ConocoPhillips Mxxxxx Oil Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by ConocoPhillipsMxxxxx Oil. (e) With respect to any outstanding payments initiated by ConocoPhillipsMxxxxx Oil, Xxxxxxxx 66Mxxxxx USA, or any of their respective Subsidiaries prior to the SeparationDistribution Time, such outstanding payments shall be honored following the Separation Distribution by the Person or Group owning the account from which the payment was initiated. (f) As between ConocoPhillips Mxxxxx Oil and Xxxxxxxx 66 Mxxxxx USA (and the members of their respective Groups) all payments made and reimbursements received after the Separation Distribution Date by either party (or member of its Group) that relate to a business, Asset asset or Liability of the other party (or member of its Group), shall be held by such party for the use and benefit of the party entitled thereto (at the expense of the party entitled thereto). Each party shall maintain an accounting of any such payments and reimbursementspayments, and the parties shall have a monthly reconciliation, whereby all such payments made and reimbursements received by each party are calculated and the net amount owed to ConocoPhillips Mxxxxx Oil or Xxxxxxxx 66 Mxxxxx USA shall be paid over with right of set-off. If at any time the net amount owed to either party exceeds $10,000,000500,000, an interim payment of such net amount owed shall be made to the party entitled thereto within three (3) business days Business Days of such amount exceeding $10,000,000500,000. Notwithstanding the foregoing, neither ConocoPhillips Mxxxxx Oil nor Xxxxxxxx 66 Mxxxxx USA shall act as collection agent for the other party, nor shall either party act as surety or endorser with respect to non-sufficient funds checks, checks or funds to be returned in a bankruptcy or fraudulent conveyance action.

Bank Accounts; Cash Balances. (a) ConocoPhillips Oil States and Xxxxxxxx 66 Civeo each agrees to take, or cause the respective members of their respective Groups to take, at the Distribution Date (or such earlier time as ConocoPhillips Oil States and Xxxxxxxx 66 Civeo may agree), all actions necessary to amend all contracts or agreements governing each bank and brokerage account owned by Xxxxxxxx 66 Civeo or any other member of the Xxxxxxxx 66 Civeo Group (collectively, the “Xxxxxxxx 66 Civeo Accounts”) so that such Xxxxxxxx 66 Civeo Accounts, if currently linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “linked”) to any bank or brokerage account owned by ConocoPhillips Oil States or any other member of the ConocoPhillips Oil States Group (collectively, the “ConocoPhillips Oil States Accounts”), are de-linked from the ConocoPhillips Oil States Accounts. (b) ConocoPhillips Oil States and Xxxxxxxx 66 Civeo each agrees to take, or cause the respective members of their respective Groups to take, at the Distribution Date (or such earlier time as ConocoPhillips Oil States and Xxxxxxxx 66 Civeo may agree), all actions necessary to amend all agreements governing the ConocoPhillips Oil States Accounts so that such ConocoPhillips Oil States Accounts, if currently linked to a Xxxxxxxx 66 Civeo Account, are de-linked from the Xxxxxxxx 66 Civeo Accounts. (c) It is intended that, following consummation of the actions contemplated by Sections 2.10(a) and 2.10(b), there will be in place a centralized cash management process pursuant to which the Xxxxxxxx 66 Civeo Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by Xxxxxxxx 66Civeo. (d) It is intended that, following consummation of the actions contemplated by Sections 2.10(a) and 2.10(b), there will continue to be in place a centralized cash management process pursuant to which the ConocoPhillips Oil States Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by ConocoPhillipsOil States. (e) With respect to any outstanding payments initiated by ConocoPhillipsOil States, Xxxxxxxx 66Civeo, or any of their respective Subsidiaries prior to the Separation, such outstanding payments shall be honored following the Separation by the Person or Group owning the account from which the payment was initiated. (f) As between ConocoPhillips Oil States and Xxxxxxxx 66 Civeo (and the members of their respective Groups) all payments made and reimbursements received after the Separation by either party (or member of its Group) that relate to a business, Asset or Liability of the other party (or member of its Group), shall be held by such party for the use and benefit of the party entitled thereto (at the expense of the party entitled thereto). Each party shall maintain an accounting of any such payments and reimbursements, and the parties shall have a monthly reconciliation, whereby all such payments made and reimbursements received by each party are calculated and the net amount owed to ConocoPhillips Oil States or Xxxxxxxx 66 Civeo shall be paid over with right of set-off. If at any time the net amount owed to either party exceeds $10,000,0001,000,000, an interim payment of such net amount owed shall be made to the party entitled thereto within three five (35) business days of such amount exceeding $10,000,0001,000,000. Notwithstanding the foregoing, neither ConocoPhillips Oil States nor Xxxxxxxx 66 Civeo shall act as collection agent for the other party, nor shall either party act as surety or endorser with respect to non-sufficient funds checks, or funds to be returned in a bankruptcy or fraudulent conveyance action.

Bank Accounts; Cash Balances. (a) ConocoPhillips and Xxxxxxxx 66 each agrees The Parties agree to take, or cause the respective members of their respective Groups to take, at the Distribution Date Effective Time (or such earlier time as ConocoPhillips and Xxxxxxxx 66 Trinity may agreedetermine), all actions necessary to amend all contracts or agreements Contracts governing each bank and brokerage account owned by Xxxxxxxx 66 Arcosa or any other member of the Xxxxxxxx 66 Arcosa Group (collectively, the “Xxxxxxxx 66 Arcosa Accounts”) so that such Xxxxxxxx 66 Arcosa Accounts, if currently linked (whether by automatic withdrawal, automatic deposit deposit, or any other authorization to transfer funds from or to, hereinafter “linked”) to any bank or brokerage account owned by ConocoPhillips Trinity or any other member of the ConocoPhillips Trinity Group (collectively, the “ConocoPhillips Trinity Accounts”), ) are de-linked from the ConocoPhillips Trinity Accounts. From and after the Effective Time, no Trinity Group Employee shall have any authority to access or control any Arcosa Account, except as provided for through the Transition Services Agreement. (b) ConocoPhillips and Xxxxxxxx 66 each agrees The Parties agree to take, or cause the respective members of their respective Groups to take, at the Distribution Date Effective Time (or such earlier time as ConocoPhillips and Xxxxxxxx 66 Trinity may agreedetermine), all actions necessary to amend all agreements Contracts governing the ConocoPhillips Trinity Accounts so that such ConocoPhillips Trinity Accounts, if currently linked to a Xxxxxxxx 66 an Arcosa Account, are de-linked from the Xxxxxxxx 66 Arcosa Accounts. From and after the Effective Time, no Arcosa Group Employee shall have any authority to access or control any Trinity Account, except as may be provided for through the Transition Services Agreement (if applicable). (c) It is intended The Parties intend that, following consummation of the actions contemplated by Sections 2.10(aSection 2.4(a) and 2.10(bSection 2.4(b), there will continue to be in place a centralized cash management process system pursuant to which the Xxxxxxxx 66 Arcosa Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by Xxxxxxxx 66members of the Arcosa Group. (d) It is intended The Parties intend that, following consummation of the actions contemplated by Sections 2.10(aSection 2.4(a) and 2.10(bSection 2.4(b), there will continue to be in place a centralized cash management process system pursuant to which the ConocoPhillips Trinity Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by ConocoPhillipsmembers of the Trinity Group. (e) With respect to any outstanding payments initiated checks issued by ConocoPhillipsTrinity, Xxxxxxxx 66Arcosa, or any of their respective Subsidiaries prior to the SeparationEffective Time, such outstanding payments checks shall be honored following the Separation Effective Time by the Person or member of the applicable Group owning the account from on which the payment was initiatedcheck is drawn. (f) As between ConocoPhillips and Xxxxxxxx 66 (the Parties hereto and the members of their respective Groups) , all payments made and reimbursements received after the Separation Effective Time by either party Party (or member of its Group) that relate to a businessBusiness, Asset or Liability of the other party Party (or member of its Group), shall be held by such party Party in trust for the use and benefit of the party Party entitled thereto (at the expense of the party entitled thereto). Each party shall maintain an accounting and, promptly upon receipt by such Party of any such payments and reimbursementspayment or reimbursement, and such Party shall pay over, or shall cause the parties shall have a monthly reconciliation, whereby all applicable member of its Group to pay over to the other Party the amount of such payments made and reimbursements received by each party are calculated and the net amount owed to ConocoPhillips payment or Xxxxxxxx 66 shall be paid over with reimbursement without right of set-off. If at any time the net amount owed to either party exceeds $10,000,000. (g) The Parties agree that, an interim payment of such net amount owed shall be made prior to the party entitled thereto within three (3) business days Effective Time, Trinity or any other member of such amount exceeding $10,000,000the Trinity Group may withdraw any and all cash or Cash Equivalents from the Arcosa Accounts for the benefit of Trinity or any other member of the Trinity Group. Notwithstanding the foregoing, neither ConocoPhillips nor Xxxxxxxx 66 it is the intention of Trinity and Arcosa that, at the time of the Distribution, Arcosa shall act have a minimum cash or Cash Equivalents balance, as collection agent for would be reflected on the other party, nor shall either party act as surety or endorser with respect to non-sufficient funds checks, or funds to be returned in a bankruptcy or fraudulent conveyance action.unaudited consolidated balance sheet of the Arcosa

Bank Accounts; Cash Balances. (a1) ConocoPhillips and Xxxxxxxx 66 each agrees The Parties agree to take, or cause the respective members of their respective Groups to take, at the Distribution Date Effective Time (or such earlier time as ConocoPhillips and Xxxxxxxx 66 AFC Gamma may agreedetermine), all actions necessary to amend all contracts or agreements Contracts governing each bank and brokerage account owned by Xxxxxxxx 66 SUNS or any other member of the Xxxxxxxx 66 SUNS Group (collectively, the “Xxxxxxxx 66 SUNS Accounts”) so that such Xxxxxxxx 66 SUNS Accounts, if currently linked (whether by automatic withdrawal, automatic deposit deposit, or any other authorization to transfer funds from or to, hereinafter “linked”) to any bank or brokerage account owned by ConocoPhillips AFC Gamma or any other member of the ConocoPhillips AFC Gamma Group (collectively, the “ConocoPhillips AFC Gamma Accounts”), ) are de-linked from the ConocoPhillips AFC Gamma Accounts. From and after the Effective Time, no AFC Gamma employee (in their capacity as such) shall have any authority to access or control any SUNS Account. (b2) ConocoPhillips and Xxxxxxxx 66 each agrees The Parties agree to take, or cause the respective members of their respective Groups to take, at the Distribution Date Effective Time (or such earlier time as ConocoPhillips and Xxxxxxxx 66 AFC Gamma may agreedetermine), all actions necessary to amend all agreements Contracts governing the ConocoPhillips AFC Gamma Accounts so that such ConocoPhillips AFC Gamma Accounts, if currently linked to a Xxxxxxxx 66 SUNS Account, are de-linked from the Xxxxxxxx 66 SUNS Accounts. From and after the Effective Time, no SUNS employee (in their capacity as such) shall have any authority to access or control any AFC Gamma Account. (c3) It is intended The Parties intend that, following consummation of the actions contemplated by Sections 2.10(aSection 2.3(1) and 2.10(bSection 2.3(2), there will continue to be in place a centralized cash management process system pursuant to which the Xxxxxxxx 66 SUNS Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by Xxxxxxxx 66members of the SUNS Group. (d4) It is intended The Parties intend that, following consummation of the actions contemplated by Sections 2.10(aSection 2.3(1) and 2.10(bSection 2.3(2), there will continue to be in place a centralized cash management process system pursuant to which the ConocoPhillips AFC Gamma Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by ConocoPhillipsmembers of the AFC Gamma Group. (e5) With respect to any outstanding payments initiated checks issued by ConocoPhillipsAFC Gamma, Xxxxxxxx 66SUNS, or any of their respective Subsidiaries prior to the SeparationEffective Time, such outstanding payments checks shall be honored following the Separation Effective Time by the Person or member of the applicable Group owning the account from on which the payment was initiatedcheck is drawn. (f6) As between ConocoPhillips and Xxxxxxxx 66 (the Parties hereto and the members of their respective Groups) , all payments made and reimbursements received after the Separation Effective Time by either party Party (or member of its Group) that relate to a businessBusiness, Asset or Liability of the other party Party (or member of its Group), shall be held by such party Party in trust for the use and benefit of the party Party entitled thereto (at the expense of the party entitled thereto). Each party shall maintain an accounting and, promptly upon receipt by such Party of any such payments and reimbursementspayment or reimbursement, and such Party shall pay over, or shall cause the parties shall have a monthly reconciliation, whereby all applicable member of its Group to pay over to the other Party the amount of such payments made and reimbursements received by each party are calculated and the net amount owed to ConocoPhillips payment or Xxxxxxxx 66 shall be paid over with reimbursement without right of set-off. If at any time the net amount owed to either party exceeds $10,000,000. (7) The Parties agree that, an interim payment of such net amount owed shall be made prior to the party entitled thereto within three (3) business days Effective Time, AFC Gamma or any other member of such amount exceeding $10,000,000the AFC Gamma Group may withdraw any and all cash or Cash Equivalents from the SUNS Accounts for the benefit of AFC Gamma or any other member of the AFC Gamma Group. Notwithstanding the foregoing, neither ConocoPhillips nor Xxxxxxxx 66 it is the intention of AFC Gamma and SUNS that, at the time of the Distribution, SUNS shall act have a minimum cash or Cash Equivalents balance, as collection agent for would be reflected on the other partyunaudited consolidated balance sheet of the SUNS Group as of the close of business on the date prior to the Distribution Date, nor of $67,900,000. All cash held by any member of the SUNS Group as of the Distribution shall either party act be a SUNS Asset and all cash held by any member of the AFC Gamma Group as surety or endorser with respect to non-sufficient funds checks, or funds to of the Distribution shall be returned in a bankruptcy or fraudulent conveyance actionan AFC Gamma Asset.

Bank Accounts; Cash Balances. (a) ConocoPhillips and Xxxxxxxx 66 each agrees The Parties agree to take, or cause the respective members of their respective Groups to take, at the Distribution Date (or such earlier time as ConocoPhillips and Xxxxxxxx 66 NCR may agreedetermine), all actions necessary to amend all contracts or agreements Contracts governing each bank and brokerage account owned by Xxxxxxxx 66 ATMCo or any other member of the Xxxxxxxx 66 ATMCo Group (collectively, the “Xxxxxxxx 66 ATMCo Accounts”) so that such Xxxxxxxx 66 ATMCo Accounts, if currently linked (whether by automatic withdrawal, automatic deposit deposit, or any other authorization to transfer funds from or to, hereinafter “linked”) to any bank or brokerage account owned by ConocoPhillips NCR or any other member of the ConocoPhillips NCR Group (collectively, the “ConocoPhillips NCR Accounts”), ) are de-linked from the ConocoPhillips NCR Accounts. From and after the Distribution, no NCR Group Employee shall have any authority to access or control any ATMCo Account, except as provided for through the Transition Services Agreement. (b) ConocoPhillips and Xxxxxxxx 66 each agrees The Parties agree to take, or cause the respective members of their respective Groups to take, at the Distribution Date (or such earlier time as ConocoPhillips and Xxxxxxxx 66 NCR may agreedetermine), all actions necessary to amend all agreements Contracts governing the ConocoPhillips NCR Accounts so that such ConocoPhillips NCR Accounts, if currently linked to a Xxxxxxxx 66 an ATMCo Account, are de-linked from the Xxxxxxxx 66 ATMCo Accounts. From and after the Distribution, no ATMCo Group Employee shall have any authority to access or control any NCR Account, except as may be provided for through the Transition Services Agreement (if applicable). (c) It is intended The Parties intend that, following consummation of the actions contemplated by Sections 2.10(aSection 2.4(a) and 2.10(bSection 2.4(b), there will continue to be in place a centralized cash management process system pursuant to which the Xxxxxxxx 66 ATMCo Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by Xxxxxxxx 66members of the ATMCo Group. (d) It is intended The Parties intend that, following consummation of the actions contemplated by Sections 2.10(aSection 2.4(a) and 2.10(bSection 2.4(b), there will continue to be in place a centralized cash management process system pursuant to which the ConocoPhillips NCR Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by ConocoPhillipsmembers of the NCR Group. (e) With respect to any outstanding payments initiated checks issued by ConocoPhillipsNCR, Xxxxxxxx 66ATMCo, or any of their respective Subsidiaries prior to the SeparationDistribution, such outstanding payments checks shall be honored following the Separation Distribution by the Person or member of the applicable Group owning the account from on which the payment was initiatedcheck is drawn. (f) As between ConocoPhillips and Xxxxxxxx 66 (the Parties hereto and the members of their respective Groups) , all payments made and reimbursements received after the Separation Measurement Time (for the avoidance of doubt, this provision shall also apply to relevant payments and reimbursements received after the Distribution) by either party Party (or member of its Group) that relate to a businessBusiness, Asset or Liability of the other party Party (or member of its Group), shall be held by such party Party in trust for the use and benefit of the party Party entitled thereto (at the expense of the party entitled thereto). Each party shall maintain an accounting and, promptly upon receipt by such Party of any such payments and reimbursementspayment or reimbursement, and such Party shall pay over, or shall cause the parties applicable member of its Group to pay over to the other Party the amount of such payment or reimbursement without right of set-off. The Parties shall have a monthly reconciliation, whereby all such payments made and reimbursements received by each party Party are calculated and the net amount owed to ConocoPhillips NCR or Xxxxxxxx 66 ATMCo, as applicable, and taking into account any payments made by either of them or members of their Group previously during such month, shall be paid over with a mutual right of set-offoff solely with respect to the remittance of amounts pursuant to this Section 2.4(f). If at any time the net amount owed to either party Party exceeds $10,000,0005,000,000, an interim payment of such net amount owed shall be made to the party Party entitled thereto within three five (35) business days Business Days of such amount exceeding $10,000,0005,000,000. Notwithstanding the foregoing, neither ConocoPhillips NCR nor Xxxxxxxx 66 ATMCo, or any member of their respective Groups, shall act as collection agent for the other partyParty, nor shall either party Party, or any member of their respective Groups, act as surety or endorser with respect to non-sufficient funds checks, checks or funds to be returned in a bankruptcy or fraudulent conveyance action. In order to facilitate the monthly reconciliation, each Party shall have a representative, set forth on Schedule 2.4(f), and such individuals shall be required to communicate with each other (whether by email or other form of telephonic or video communication that is mutually agreeable) to facilitate the monthly reconciliation. Each Party shall be entitled to change its representative after the Distribution at any time by written notice to the other. The foregoing in this Section 2.4(f) shall not apply to any proceeds received in connection with the ATMCo Financing Arrangements and is subject to any exceptions expressly set forth in Schedule 2.6(i). (g) The Parties agree that, prior to the Distribution, NCR or any other member of the NCR Group may withdraw any and all Cash Equivalents from the ATMCo Accounts for the benefit of NCR or any other member of the NCR Group. Notwithstanding the foregoing, it is the intention of NCR and ATMCo that, at the Measurement Time, ATMCo shall have a minimum Cash Equivalents balance of no more than $436,300,000 (the “XXXXx Xxxx Target Amount”). Within thirty (30) days of the Distribution Date, ATMCo shall deliver to NCR a written statement (the “XXXXx Xxxx True-Up Statement”) setting forth, based on the books and records of ATMCo and in reasonable detail and attaching supporting documentation, its good faith calculation of the total amount of Cash Equivalents held in the ATMCo Accounts or otherwise within the control of a member of the ATMCo Group (including the Cash Equivalents held by or in the control of the legal entities set forth in Schedule 2.4(g), even if ownership thereof has not transferred to ATMCo), as of the Measurement Time, excluding any ATMCo Custodian Amounts and any restricted cash, as determined by NCR’s accounting policies and procedures as of immediately prior to the Distribution (such amount, the “Final XXXXx Xxxx Balance Amount”). The XXXXx Xxxx True-Up Statement shall set forth whether the Final XXXXx Xxxx Balance Amount was in excess of the XXXXx Xxxx Target Amount or less than the Fixed XXXXx Xxxx Floor Amount (as defined below). In the event the Final XXXXx Xxxx Balance Amount was in excess of the XXXXx Xxxx Target Amount (the amount of such excess, the “XXXXx Xxxx Balance True-Up Amount”), ATMCo shall make a cash payment to NCR (to an account designated in writing by NCR) of the XXXXx Xxxx Balance True-Up Amount within five (5) Business Days of the delivery of the XXXXx Xxxx True-Up Statement. In the event the Final XXXXx Xxxx Balance Amount is less than $386,300,000 (the “Fixed XXXXx Xxxx Floor Amount”), NCR shall make a cash payment to ATMCo (to an account designated in writing by ATMCo) in an amount equal to the difference between the Fixed XXXXx Xxxx Floor Amount and the Final XXXXx Xxxx Balance Amount (the “Voyix XXXXx Xxxx Floor True-Up Amount”) within five (5) Business Days of the delivery of the XXXXx Xxxx True-Up Statement. For the avoidance of doubt, any Dispute that may arise from the XXXXx Xxxx Balance True-Up Amount shall be resolved in accordance with Article VIII hereof. Any conversion from foreign currency to U.S. dollars shall be on the basis as provided in the applicable system of ATMCo at the Measurement Time. (h) Within thirty (30) days of the Distribution Date, NCR shall deliver to ATMCo a written statement (the “Voyix Cash True-Up Statement”) setting forth, based on the books and records of NCR and in reasonable detail and attaching supporting documentation, its good faith calculation of the sum of the total amount of Cash Equivalents held in the NCR Accounts, or otherwise within the control of a member of the NCR Group, as of the Measurement Time, excluding (x) the amount of any Voyix XXXXx Xxxx Floor True-Up Amount, (y) any restricted cash, as determined by NCR’s accounting policies and procedures as of immediately prior to the Distribution and (z) the Cash Equivalents held by or in the control of the legal entities set forth in Schedule 2.4(g) (such calculated amount of NCR’s Cash Equivalents, the “Voyix Final Cash Balance Amount”). The Voyix Cash True-Up Statement shall set forth whether the Voyix Final Cash Balance Amount was in excess of $250,000,000 (the “Voyix Cash Target Amount”). If the Voyix Final Cash Balance Amount was in excess of the Voyix Cash Target Amount, NCR shall make a cash payment to ATMCo (to an account designated in writing by ATMCo) equal to the amount that is fifty percent (50%) of such excess (such amount, the “Voyix Cash Balance True-Up Amount”) within five (5) Business Days of the delivery of the XXXXx Xxxx True-Up Statement; provided, that, the Voyix Cash Balance True-Up Amount shall be capped at, and cannot be greater than $25,000,000; provided, further, that in the event Final XXXXx Xxxx Balance Amount is equal to or greater than the Fixed XXXXx Xxxx Floor Amount, the Voyix Cash Balance True-Up Amount shall be capped at an amount equal to $411,300,000 minus the Final XXXXx Xxxx Balance Amount (which amount determined pursuant to this proviso, for the avoidance of doubt, may be zero, and if a negative number would be deemed zero and in which case would result in no further payment to ATMCo). For the avoidance of doubt, any Dispute that may arise from this section shall be resolved in accordance with Article VIII hereof. Any conversion from foreign currency to U.S. dollars shall be on the basis as provided in the applicable system of NCR at the Measurement Time.

Bank Accounts; Cash Balances. (a) ConocoPhillips Xxxxxx Oil and Xxxxxxxx 66 Xxxxxx USA each agrees to take, or cause the respective members of their respective Groups to take, at the Distribution Date (or such earlier time date as ConocoPhillips Xxxxxx Oil and Xxxxxxxx 66 Xxxxxx USA may agree), all actions necessary to amend all contracts or agreements governing each bank and brokerage account owned by Xxxxxxxx 66 Xxxxxx USA or any other member of the Xxxxxxxx 66 Xxxxxx USA Group (collectively, the “Xxxxxxxx 66 Xxxxxx USA Accounts”) so that such Xxxxxxxx 66 Xxxxxx USA Accounts, if currently linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “linked”) to any bank or brokerage account owned by ConocoPhillips Xxxxxx Oil or any other member of the ConocoPhillips Xxxxxx Oil Group (collectively, the “ConocoPhillips Xxxxxx Oil Accounts”), are de-linked from the ConocoPhillips Xxxxxx Oil Accounts. (b) ConocoPhillips Xxxxxx Oil and Xxxxxxxx 66 Xxxxxx USA each agrees to take, or cause the respective members of their respective Groups to take, at the Distribution Date (or such earlier time date as ConocoPhillips Xxxxxx Oil and Xxxxxxxx 66 Xxxxxx USA may agree), all actions necessary to amend all contracts or agreements governing the ConocoPhillips Xxxxxx Oil Accounts so that such ConocoPhillips Xxxxxx Oil Accounts, if currently linked to a Xxxxxxxx 66 Xxxxxx USA Account, are de-linked from the Xxxxxxxx 66 Xxxxxx USA Accounts. (c) It is intended that, following consummation of the actions contemplated by Sections 2.10(a2.08(a) and 2.10(b2.08(b), there will be in place a centralized cash management process pursuant to which the Xxxxxxxx 66 Xxxxxx USA Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by Xxxxxxxx 66Xxxxxx USA. (d) It is intended that, following consummation of the actions contemplated by Sections 2.10(a2.08(a) and 2.10(b2.08(b), there will continue to be in place a centralized cash management process pursuant to which the ConocoPhillips Xxxxxx Oil Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by ConocoPhillipsXxxxxx Oil. (e) With respect to any outstanding payments initiated by ConocoPhillipsXxxxxx Oil, Xxxxxxxx 66Xxxxxx USA, or any of their respective Subsidiaries prior to the SeparationDistribution Time, such outstanding payments shall be honored following the Separation Distribution by the Person or Group owning the account from which the payment was initiated. (f) As between ConocoPhillips Xxxxxx Oil and Xxxxxxxx 66 Xxxxxx USA (and the members of their respective Groups) all payments made and reimbursements received after the Separation Distribution Date by either party (or member of its Group) that relate to a business, Asset asset or Liability of the other party (or member of its Group), shall be held by such party for the use and benefit of the party entitled thereto (at the expense of the party entitled thereto). Each party shall maintain an accounting of any such payments and reimbursements, and the parties shall have a monthly reconciliation, whereby all such payments made and reimbursements received by each party are calculated and the net amount owed to ConocoPhillips or Xxxxxxxx 66 shall be paid over with right of set-off. If at any time the net amount owed to either party exceeds $10,000,000, an interim payment of such net amount owed shall be made to the party entitled thereto within three (3) business days of such amount exceeding $10,000,000. Notwithstanding the foregoing, neither ConocoPhillips nor Xxxxxxxx 66 shall act as collection agent for the other party, nor shall either party act as surety or endorser with respect to non-sufficient funds checks, or funds to be returned in a bankruptcy or fraudulent conveyance action.entitled

Bank Accounts; Cash Balances. (a) ConocoPhillips HBIO and Xxxxxxxx 66 HXXX each agrees to take, or cause the respective members of their respective Groups to take, at the Distribution IPO Closing Date (or such earlier time as ConocoPhillips HBIO and Xxxxxxxx 66 HXXX may agree), all actions necessary to amend all contracts or agreements governing each bank and brokerage account owned by Xxxxxxxx 66 HXXX or any other member of the Xxxxxxxx 66 HXXX Group (collectively, the “Xxxxxxxx 66 HXXX Accounts”) so that such Xxxxxxxx 66 HXXX Accounts, if currently linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “linked”) to any bank or brokerage account owned by ConocoPhillips HBIO or any other member of the ConocoPhillips HBIO Group (collectively, the “ConocoPhillips HBIO Accounts”), ) are de-no longer linked from following the ConocoPhillips AccountsIPO. (b) ConocoPhillips HBIO and Xxxxxxxx 66 HXXX each agrees to take, or cause the respective members of their respective Groups to take, at the Distribution IPO Closing Date (or such earlier time as ConocoPhillips HBIO and Xxxxxxxx 66 HXXX may agree), all actions necessary to amend all agreements HXXX Contracts governing the ConocoPhillips HBIO Accounts so that such ConocoPhillips HBIO Accounts, if currently linked to a Xxxxxxxx 66 HXXX Account, are de-linked from the Xxxxxxxx 66 HXXX Accounts. (c) It is intended that, following consummation of the actions contemplated by Sections 2.10(a2.6(a) and 2.10(b2.6(b), there will be in place a centralized separate cash management process processes for each of HBIO and HXXX, pursuant to which (i) the Xxxxxxxx 66 HBIO Accounts will be managed centrally separately and funds collected will be transferred into one (1) or more centralized accounts maintained by Xxxxxxxx 66. HBIO, and (dii) It is intended that, following consummation of the actions contemplated by Sections 2.10(a) and 2.10(b), there will continue to be in place a centralized cash management process pursuant to which the ConocoPhillips HXXX Accounts will be managed centrally separately and funds collected will be transferred into one (1) or more centralized accounts maintained by ConocoPhillipsHXXX. (ed) With respect to any outstanding payments initiated checks issued by ConocoPhillipsHBIO, Xxxxxxxx 66HXXX, or any of their respective Subsidiaries prior to the Separation, such outstanding payments checks shall be honored following the Separation by the Person or Group owning the account from on which the payment was initiatedcheck is drawn. (fe) As between ConocoPhillips HBIO and Xxxxxxxx 66 HXXX (and the members of their respective Groups) all payments made and reimbursements received after the Separation IPO Closing Date by either party Party (or member of its Group) that relate to a business, Asset or Liability of the other party Party (or member of its Group), shall be held by such party Party in trust for the use and benefit of the party Party entitled thereto (at the expense of the party entitled thereto). Each party shall maintain an accounting and, promptly upon receipt by such Party of any such payments and reimbursementspayment or reimbursement, and such Party shall pay over, or shall cause the parties shall have a monthly reconciliation, whereby all such payments made and reimbursements received by each party are calculated and applicable member of its Group to pay over to the net other Party the amount owed to ConocoPhillips or Xxxxxxxx 66 shall be paid over with right of set-off. If at any time the net amount owed to either party exceeds $10,000,000, an interim payment of such net amount owed shall be made to the party entitled thereto within three (3) business days of such amount exceeding $10,000,000. Notwithstanding the foregoing, neither ConocoPhillips nor Xxxxxxxx 66 shall act as collection agent for the other party, nor shall either party act as surety payment or endorser with respect to non-sufficient funds checks, or funds to be returned in a bankruptcy or fraudulent conveyance actionreimbursement.

Bank Accounts; Cash Balances. (a1) ConocoPhillips and Xxxxxxxx 66 each agrees The Parties agree to take, or cause the respective members of their respective Groups to take, at the Distribution Date Effective Time (or such earlier time as ConocoPhillips and Xxxxxxxx 66 Vinco may agreedetermine), all actions necessary to amend all contracts or agreements Contracts governing each bank and brokerage account owned by Xxxxxxxx 66 Cryptyde or any other member of the Xxxxxxxx 66 Cryptyde Group (collectively, the “Xxxxxxxx 66 Cryptyde Accounts”) so that such Xxxxxxxx 66 Cryptyde Accounts, if currently linked (whether by automatic withdrawal, automatic deposit deposit, or any other authorization to transfer funds from or to, hereinafter “linked”) to any bank or brokerage account owned by ConocoPhillips Vinco or any other member of the ConocoPhillips Vinco Group (collectively, the “ConocoPhillips Vinco Accounts”), ) are de-linked from the ConocoPhillips Vinco Accounts. From and after the Effective Time, no Vinco Group Employee shall have any authority to access or control any Cryptyde Account, except as provided for through the Transition Services Agreement. (b2) ConocoPhillips and Xxxxxxxx 66 each agrees The Parties agree to take, or cause the respective members of their respective Groups to take, at the Distribution Date Effective Time (or such earlier time as ConocoPhillips and Xxxxxxxx 66 Vinco may agreedetermine), all actions necessary to amend all agreements Contracts governing the ConocoPhillips Vinco Accounts so that such ConocoPhillips Vinco Accounts, if currently linked to a Xxxxxxxx 66 an Cryptyde Account, are de-linked from the Xxxxxxxx 66 Cryptyde Accounts. From and after the Effective Time, no Cryptyde Group Employee shall have any authority to access or control any Vinco Account, except as may be provided for through the Transition Services Agreement (if applicable). (c3) It is intended The Parties intend that, following consummation of the actions contemplated by Sections 2.10(aSection 2.4(1) and 2.10(bSection 2.4(2), there will continue to be in place a centralized cash management process system pursuant to which the Xxxxxxxx 66 Cryptyde Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by Xxxxxxxx 66members of the Cryptyde Group. (d4) It is intended The Parties intend that, following consummation of the actions contemplated by Sections 2.10(aSection 2.4(1) and 2.10(bSection 2.4(2), there will continue to be in place a centralized cash management process system pursuant to which the ConocoPhillips Vinco Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by ConocoPhillipsmembers of the Vinco Group. (e5) With respect to any outstanding payments initiated checks issued by ConocoPhillipsVinco, Xxxxxxxx 66Cryptyde, or any of their respective Subsidiaries prior to the SeparationEffective Time, such outstanding payments checks shall be honored following the Separation Effective Time by the Person or member of the applicable Group owning the account from on which the payment was initiatedcheck is drawn. (f6) As between ConocoPhillips and Xxxxxxxx 66 (the Parties hereto and the members of their respective Groups) , all payments made and reimbursements received after the Separation Effective Time by either party Party (or member of its Group) that relate to a businessBusiness, Asset or Liability of the other party Party (or member of its Group), shall be held by such party Party in trust for the use and benefit of the party Party entitled thereto (at the expense of the party entitled thereto). Each party shall maintain an accounting and, promptly upon receipt by such Party of any such payments and reimbursementspayment or reimbursement, and such Party shall pay over, or shall cause the parties shall have a monthly reconciliation, whereby all applicable member of its Group to pay over to the other Party the amount of such payments made and reimbursements received by each party are calculated and the net amount owed to ConocoPhillips payment or Xxxxxxxx 66 shall be paid over with reimbursement without right of set-off. If at any time the net amount owed to either party exceeds $10,000,000. (7) The Parties agree that, an interim payment of such net amount owed shall be made prior to the party entitled thereto within three (3) business days Effective Time, Vinco or any other member of such amount exceeding $10,000,000the Vinco Group may withdraw any and all cash or Cash Equivalents from the Cryptyde Accounts for the benefit of Vinco or any other member of the Vinco Group. Notwithstanding the foregoing, neither ConocoPhillips nor Xxxxxxxx 66 it is the intention of Vinco and Cryptyde that, at the time of the Distribution, Cryptyde shall act have a minimum cash or Cash Equivalents balance, as collection agent for would be reflected on the other partyunaudited consolidated balance sheet of the Cryptyde Group as of the close of business on the date prior to the Distribution Date, nor of $0 in addition to all proceeds from the January Financings. All cash held by any member of the Cryptyde Group as of the Distribution shall either party act be an Cryptyde Asset and all cash held by any member of the Vinco Group as surety or endorser with respect to non-sufficient funds checks, or funds to of the Distribution shall be returned in a bankruptcy or fraudulent conveyance actionVinco Asset.

Bank Accounts; Cash Balances. Except as may be set forth in the Transition Services Agreement: (a) ConocoPhillips GGP and Xxxxxxxx 66 Spinco each agrees to take, or cause the respective members of their respective Groups to take, to be effective at the Distribution Date Effective Time (or such earlier time as ConocoPhillips GGP and Xxxxxxxx 66 Spinco may agree), all actions necessary to amend all contracts or agreements Spinco Contracts governing each bank and brokerage account owned by Xxxxxxxx 66 Spinco or any other member of the Xxxxxxxx 66 Spinco Group (collectively, the “Xxxxxxxx 66 Spinco Accounts”) ), so that such Xxxxxxxx 66 Spinco Accounts, if currently linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “linked”) to any bank or brokerage account owned by ConocoPhillips GGP or any other member of the ConocoPhillips GGP Group (collectively, the “ConocoPhillips GGP Accounts”), are de-linked from the ConocoPhillips AccountsGGP Accounts effective on the Effective Date. (b) ConocoPhillips GGP and Xxxxxxxx 66 Spinco each agrees to take, or cause the respective members of their respective Groups to take, to be effective at the Distribution Date Effective Time (or such earlier time as ConocoPhillips GGP and Xxxxxxxx 66 Spinco may agree), all actions necessary to amend all agreements Spinco Contracts governing the ConocoPhillips GGP Accounts so that such ConocoPhillips GGP Accounts, if currently linked to a Xxxxxxxx 66 Spinco Account, are de-linked from the Xxxxxxxx 66 Spinco Accounts. (c) It is intended that, following consummation of the actions contemplated by Sections 2.10(a2.8(a) and 2.10(b2.8(b), there will continue to be in place a centralized cash management process pursuant to which the Xxxxxxxx 66 Spinco Accounts will be managed centrally and funds collected will be transferred into one (1) or more centralized accounts maintained by Xxxxxxxx 66Spinco. (d) It is intended that, following consummation of the actions contemplated by Sections 2.10(a2.8(a) and 2.10(b2.8(b), there will continue to be in place a centralized cash management process pursuant to which the ConocoPhillips GGP Accounts will be managed centrally and funds collected will be transferred into one (1) or more centralized accounts maintained by ConocoPhillipsGGP. (e) With respect to any outstanding payments initiated checks issued by ConocoPhillipsGGP, Xxxxxxxx 66Spinco, or any of their respective Subsidiaries prior to the SeparationEffective Time, such outstanding payments checks shall be honored following the Separation Effective Time by the Person or Group owning the account from on which the check is drawn with prompt reimbursement from the Person or Group that issued such check, if applicable, in each case subject to the express provisions in the Plan or the Investment Agreements regarding payment was initiatedof claims. (f) As between ConocoPhillips GGP and Xxxxxxxx 66 Spinco (and the members of their respective Groups) all payments made and reimbursements received after the Separation Effective Time by either party (or member of its Group) in the ordinary course of business that relate to a business, Asset or Liability of the other party (or member of its Group), shall be held by such party in trust for the use and benefit of the party entitled thereto (at the expense of the and, promptly upon receipt by such party entitled thereto). Each party shall maintain an accounting of any such payments and reimbursementspayment or reimbursement, and such party shall pay over, or shall cause the parties shall have a monthly reconciliation, whereby all applicable member of its Group to pay over to the other party the amount of such payments made and reimbursements received by each party are calculated and the net amount owed to ConocoPhillips payment or Xxxxxxxx 66 shall be paid over with reimbursement without right of set-off. If at . (g) Each of GGP and Spinco agrees that, prior to the Effective Time, GGP or any time other member of the net GGP Group may withdraw any and all cash or cash equivalents (other than the cash proceeds specified in Section 2.2(a)(iii)) from the Spinco Accounts for the benefit of GGP or any other member of the GGP Group; provided, however, that neither GGP nor any other member of the GGP Group shall be entitled to withdraw any cash or cash equivalents from any Spinco Account if, and to the extent that, the amount owed to either party exceeds $10,000,000, an interim payment of such net amount owed shall cash or cash equivalents is necessary to cover any checks or wires made from or against (or to be made to the party entitled thereto within three (3from or against) business days of such amount exceeding $10,000,000. Notwithstanding the foregoing, neither ConocoPhillips nor Xxxxxxxx 66 shall act a Spinco Account as collection agent for the other party, nor shall either party act as surety or endorser with respect to non-sufficient funds checksof, or funds to be returned in a bankruptcy prior to, the Effective Time and which has not been paid or fraudulent conveyance actionwithdrawn as of the Effective Time.

Bank Accounts; Cash Balances. (a1) ConocoPhillips and Xxxxxxxx 66 each agrees The Parties agree to take, or cause the respective members of their respective Groups to take, at the Distribution Date Effective Time (or such earlier time as ConocoPhillips and Xxxxxxxx 66 AFC Gamma may agreedetermine), all actions necessary to amend all contracts or agreements Contracts governing each bank and brokerage account owned by Xxxxxxxx 66 SUNS or any other member of the Xxxxxxxx 66 SUNS Group (collectively, the “Xxxxxxxx 66 SUNS Accounts”) so that such Xxxxxxxx 66 SUNS Accounts, if currently linked (whether by automatic withdrawal, automatic deposit deposit, or any other authorization to transfer funds from or to, hereinafter “linked”) to any bank or brokerage account owned by ConocoPhillips AFC Gamma or any other member of the ConocoPhillips AFC Gamma Group (collectively, the “ConocoPhillips AFC Gamma Accounts”), ) are de-linked from the ConocoPhillips AFC Gamma Accounts. From and after the Effective Time, no AFC Gamma employee (in their capacity as such) shall have any authority to access or control any SUNS Account. (b2) ConocoPhillips and Xxxxxxxx 66 each agrees The Parties agree to take, or cause the respective members of their respective Groups to take, at the Distribution Date Effective Time (or such earlier time as ConocoPhillips and Xxxxxxxx 66 AFC Gamma may agreedetermine), all actions necessary to amend all agreements Contracts governing the ConocoPhillips AFC Gamma Accounts so that such ConocoPhillips AFC Gamma Accounts, if currently linked to a Xxxxxxxx 66 SUNS Account, are de-linked from the Xxxxxxxx 66 SUNS Accounts. From and after the Effective Time, no SUNS employee (in their capacity as such) shall have any authority to access or control any AFC Gamma Account. (c3) It is intended The Parties intend that, following consummation of the actions contemplated by Sections 2.10(aSection 2.3(1) and 2.10(bSection 2.3(2), there will continue to be in place a centralized cash management process system pursuant to which the Xxxxxxxx 66 SUNS Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by Xxxxxxxx 66members of the SUNS Group. (d4) It is intended The Parties intend that, following consummation of the actions contemplated by Sections 2.10(aSection 2.3(1) and 2.10(bSection 2.3(2), there will continue to be in place a centralized cash management process system pursuant to which the ConocoPhillips AFC Gamma Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by ConocoPhillipsmembers of the AFC Gamma Group. (e5) With respect to any outstanding payments initiated checks issued by ConocoPhillipsAFC Gamma, Xxxxxxxx 66SUNS, or any of their respective Subsidiaries prior to the SeparationEffective Time, such outstanding payments checks shall be honored following the Separation Effective Time by the Person or member of the applicable Group owning the account from on which the payment was initiatedcheck is drawn. (f6) As between ConocoPhillips and Xxxxxxxx 66 (the Parties hereto and the members of their respective Groups) , all payments made and reimbursements received after the Separation Effective Time by either party Party (or member of its Group) that relate to a businessBusiness, Asset or Liability of the other party Party (or member of its Group), shall be held by such party Party in trust for the use and benefit of the party Party entitled thereto (at the expense of the party entitled thereto). Each party shall maintain an accounting and, promptly upon receipt by such Party of any such payments and reimbursementspayment or reimbursement, and such Party shall pay over, or shall cause the parties shall have a monthly reconciliation, whereby all applicable member of its Group to pay over to the other Party the amount of such payments made and reimbursements received by each party are calculated and the net amount owed to ConocoPhillips payment or Xxxxxxxx 66 shall be paid over with reimbursement without right of set-off. If at any time the net amount owed to either party exceeds $10,000,000. (7) The Parties agree that, an interim payment of such net amount owed shall be made prior to the party entitled thereto within three (3) business days Effective Time, AFC Gamma or any other member of such amount exceeding $10,000,000the AFC Gamma Group may withdraw any and all cash or Cash Equivalents from the SUNS Accounts for the benefit of AFC Gamma or any other member of the AFC Gamma Group. Notwithstanding the foregoing, neither ConocoPhillips nor Xxxxxxxx 66 it is the intention of AFC Gamma and SUNS that, at the time of the Distribution, SUNS shall act have a minimum cash or Cash Equivalents balance, as collection agent for would be reflected on the other partyunaudited consolidated balance sheet of the SUNS Group as of the close of business on the date prior to the Distribution Date, nor of $[ ]. All cash held by any member of the SUNS Group as of the Distribution shall either party act be a SUNS Asset and all cash held by any member of the AFC Gamma Group as surety or endorser with respect to non-sufficient funds checks, or funds to of the Distribution shall be returned in a bankruptcy or fraudulent conveyance actionan AFC Gamma Asset.

Bank Accounts; Cash Balances. (a) ConocoPhillips ABC and Xxxxxxxx 66 LRI each agrees to take, or cause the respective members of their respective Groups Companies to take, at the Distribution Date (or such earlier time date as ConocoPhillips ABC and Xxxxxxxx 66 LRI may agree), all actions necessary to amend all contracts or agreements governing each bank and brokerage account owned by Xxxxxxxx 66 or any other member of the Xxxxxxxx 66 Group (collectively, LRI ( the “Xxxxxxxx 66 LRI Accounts”) so that such Xxxxxxxx 66 LRI Accounts, if currently linked Linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “linkedLinked”) to any bank or brokerage account owned by ConocoPhillips or any other member of the ConocoPhillips Group (collectively, ABC ( the “ConocoPhillips ABC Accounts”), are de-linked Linked from the ConocoPhillips ABC Accounts. (b) ConocoPhillips ABC and Xxxxxxxx 66 LRI each agrees to take, or cause the respective members of their respective Groups to take, at the Distribution Date (or such earlier time date as ConocoPhillips ABC and Xxxxxxxx 66 LRI may agree), all actions necessary to amend all contracts or agreements governing the ConocoPhillips ABC Accounts so that such ConocoPhillips ABC Accounts, if currently linked Linked to a Xxxxxxxx 66 LRI Account, are de-linked Linked from the Xxxxxxxx 66 LRI Accounts. (c) It is intended that, following consummation of the actions contemplated by Sections 2.10(a2.6(a) and 2.10(b2.6(b), there will be in place a centralized cash management process pursuant to which (i) the Xxxxxxxx 66 LRI Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by Xxxxxxxx 66. LRI , and (dii) It is intended that, following consummation of the actions contemplated by Sections 2.10(a) and 2.10(b), there will continue to be in place a centralized cash management process pursuant to which the ConocoPhillips ABC Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by ConocoPhillipsABC. (ed) With respect to any outstanding payments initiated by ConocoPhillips, Xxxxxxxx 66ABC, or any of their respective Subsidiaries LRI prior to the SeparationDistribution Time, such outstanding payments shall be honored following the Separation Distribution by the Person or Group owning the account from which the payment was initiated. (fe) As between ConocoPhillips ABC and Xxxxxxxx 66 (and the members of their respective Groups) LRI all payments made and reimbursements received after the Separation Distribution Date by either party (or member of its Group) Party that relate to a businessBusiness, Asset asset or Liability of the other party (or member of its Group)Party, shall be held by such party Party for the use and benefit of the party Party entitled thereto (at the expense of the party Party entitled thereto). Each party Party shall maintain an accounting of any such payments and reimbursementspayments, and the parties Parties shall have a monthly reconciliation, whereby all such payments made and reimbursements received by each party Party are calculated and the net amount owed to ConocoPhillips ABC or Xxxxxxxx 66 LRI shall be paid over with right of set-off. If at any time the net amount owed to either party exceeds $10,000,000, an interim payment of such net amount owed shall be made to the party entitled thereto within three (3) business days of such amount exceeding $10,000,000. Notwithstanding the foregoing, neither ConocoPhillips ABC nor Xxxxxxxx 66 LRI shall act as collection agent for the other partyParty, nor shall either party Party act as surety or endorser with respect to non-sufficient funds checks, checks or funds to be returned in a bankruptcy or fraudulent conveyance actionAction.

Bank Accounts; Cash Balances. (a) ConocoPhillips Oil States and Xxxxxxxx 66 Civeo each agrees to take, or cause the respective members of their respective Groups to take, at the Distribution Date (or such earlier time as ConocoPhillips Oil States and Xxxxxxxx 66 Civeo may agree), all actions necessary to amend all contracts or agreements governing each bank and brokerage account owned by Xxxxxxxx 66 Civeo or any other member of the Xxxxxxxx 66 Civeo Group (collectively, the “Xxxxxxxx 66 Civeo Accounts”) so that such Xxxxxxxx 66 Civeo Accounts, if currently linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “linked”) to any bank or brokerage account owned by ConocoPhillips Oil States or any other member of the ConocoPhillips Oil States Group (collectively, the “ConocoPhillips Oil States Accounts”), are de-linked de­linked from the ConocoPhillips Oil States Accounts. (b) ConocoPhillips Oil States and Xxxxxxxx 66 Civeo each agrees to take, or cause the respective members of their respective Groups to take, at the Distribution Date (or such earlier time as ConocoPhillips Oil States and Xxxxxxxx 66 Civeo may agree), all actions necessary to amend all agreements governing the ConocoPhillips Oil States Accounts so that such ConocoPhillips Oil States Accounts, if currently linked to a Xxxxxxxx 66 Civeo Account, are de-linked de­linked from the Xxxxxxxx 66 Civeo Accounts. (c) It is intended that, following consummation of the actions contemplated by Sections 2.10(a) and 2.10(b), there will be in place a centralized cash management process pursuant to which the Xxxxxxxx 66 Civeo Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by Xxxxxxxx 66Civeo. (d) It is intended that, following consummation of the actions contemplated by Sections 2.10(a) and 2.10(b), there will continue to be in place a centralized cash management process pursuant to which the ConocoPhillips Oil States Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by ConocoPhillipsOil States. (e) With respect to any outstanding payments initiated by ConocoPhillipsOil States, Xxxxxxxx 66Civeo, or any of their respective Subsidiaries prior to the Separation, such outstanding payments shall be honored following the Separation by the Person or Group owning the account from which the payment was initiated. (f) As between ConocoPhillips Oil States and Xxxxxxxx 66 Civeo (and the members of their respective Groups) all payments made and reimbursements received after the Separation by either party (or member of its Group) that relate to a business, Asset or Liability of the other party (or member of its Group), shall be held by such party for the use and benefit of the party entitled thereto (at the expense of the party entitled thereto). Each party shall maintain an accounting of any such payments and reimbursements, and the parties shall have a monthly reconciliation, whereby all such payments made and reimbursements received by each party are calculated and the net amount owed to ConocoPhillips Oil States or Xxxxxxxx 66 Civeo shall be paid over with right of set-off. If at any time the net amount owed to either party exceeds $10,000,0001,000,000, an interim payment of such net amount owed shall be made to the party entitled thereto within three five (35) business days of such amount exceeding $10,000,0001,000,000. Notwithstanding the foregoing, neither ConocoPhillips Oil States nor Xxxxxxxx 66 Civeo shall act as collection agent for the other party, nor shall either party act as surety or endorser with respect to non-sufficient non­sufficient funds checks, or funds to be returned in a bankruptcy or fraudulent conveyance action.

Bank Accounts; Cash Balances. (a) ConocoPhillips Xxxxxx Oil and Xxxxxxxx 66 Xxxxxx USA each agrees to take, or cause the respective members of their respective Groups to take, at the Distribution Date (or such earlier time date as ConocoPhillips Xxxxxx Oil and Xxxxxxxx 66 Xxxxxx USA may agree), all actions necessary to amend all contracts or agreements governing each bank and brokerage account owned by Xxxxxxxx 66 Xxxxxx USA or any other member of the Xxxxxxxx 66 Xxxxxx USA Group (collectively, the “Xxxxxxxx 66 Xxxxxx USA Accounts”) so that such Xxxxxxxx 66 Xxxxxx USA Accounts, if currently linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “linked”) to any bank or brokerage account owned by ConocoPhillips Xxxxxx Oil or any other member of the ConocoPhillips Xxxxxx Oil Group (collectively, the “ConocoPhillips Xxxxxx Oil Accounts”), are de-linked from the ConocoPhillips Xxxxxx Oil Accounts. (b) ConocoPhillips Xxxxxx Oil and Xxxxxxxx 66 Xxxxxx USA each agrees to take, or cause the respective members of their respective Groups to take, at the Distribution Date (or such earlier time date as ConocoPhillips Xxxxxx Oil and Xxxxxxxx 66 Xxxxxx USA may agree), all actions necessary to amend all contracts or agreements governing the ConocoPhillips Xxxxxx Oil Accounts so that such ConocoPhillips Xxxxxx Oil Accounts, if currently linked to a Xxxxxxxx 66 Xxxxxx USA Account, are de-linked from the Xxxxxxxx 66 Xxxxxx USA Accounts. (c) It is intended that, following consummation of the actions contemplated by Sections 2.10(a2.08(a) and 2.10(b2.08(b), there will be in place a centralized cash management process pursuant to which the Xxxxxxxx 66 Xxxxxx USA Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by Xxxxxxxx 66Xxxxxx USA. (d) It is intended that, following consummation of the actions contemplated by Sections 2.10(a2.08(a) and 2.10(b2.08(b), there will continue to be in place a centralized cash management process pursuant to which the ConocoPhillips Xxxxxx Oil Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by ConocoPhillipsXxxxxx Oil. (e) With respect to any outstanding payments initiated by ConocoPhillipsXxxxxx Oil, Xxxxxxxx 66Xxxxxx USA, or any of their respective Subsidiaries prior to the SeparationDistribution Time, such outstanding payments shall be honored following the Separation Distribution by the Person or Group owning the account from which the payment was initiated. (f) As between ConocoPhillips Xxxxxx Oil and Xxxxxxxx 66 Xxxxxx USA (and the members of their respective Groups) all payments made and reimbursements received after the Separation Distribution Date by either party (or member of its Group) that relate to a business, Asset asset or Liability of the other party (or member of its Group), shall be held by such party for the use and benefit of the party entitled thereto (at the expense of the party entitled thereto). Each party shall maintain an accounting of any such payments and reimbursementspayments, and the parties shall have a monthly reconciliation, whereby all such payments made and reimbursements received by each party are calculated and the net amount owed to ConocoPhillips Xxxxxx Oil or Xxxxxxxx 66 Xxxxxx USA shall be paid over with right of set-off. If at any time the net amount owed to either party exceeds $10,000,000500,000, an interim payment of such net amount owed shall be made to the party entitled thereto within three (3) business days Business Days of such amount exceeding $10,000,000500,000. Notwithstanding the foregoing, neither ConocoPhillips Xxxxxx Oil nor Xxxxxxxx 66 Xxxxxx USA shall act as collection agent for the other party, nor shall either party act as surety or endorser with respect to non-sufficient funds checks, checks or funds to be returned in a bankruptcy or fraudulent conveyance action.