Common use of Bank Accounts; Cash Balances Clause in Contracts

Bank Accounts; Cash Balances. (a) SWBI and AOUT shall, and shall, to the fullest extent permitted by Applicable Law, cause the other members of their respective Group to, use commercially reasonable efforts such that, at or prior to the Distribution Time, the SWBI Group and the AOUT Group maintain separate bank accounts and separate cash management processes. Without limiting the generality of the foregoing, SWBI and AOUT shall use commercially reasonable efforts to, and shall cause the other members of their respective Group to use commercially reasonable efforts to, effective prior to the Distribution Time, (i) remove and replace the signatories of any bank or brokerage account owned by AOUT or any other member of the AOUT Group as of the Distribution Time with individuals designated by AOUT and (ii) if requested by SWBI, remove and replace the signatories of any bank or brokerage account owned by SWBI or any other member of the SWBI Group as of the Distribution Time with individuals designated by SWBI. (b) With respect to any outstanding payments initiated by SWBI, AOUT, or any of their respective Subsidiaries prior to the Distribution Time, such outstanding payments shall be honored following the Distribution by the Person or Group owning the account from which the payment was initiated. (c) As between the SWBI Group, on the one hand, and the AOUT Group, on the other hand, all payments received after the Distribution Date by a member of either Group that relate to a business, asset, or Liability of a member of the other Group, shall be held by such Person for the use and benefit and at the expense of the Person entitled thereto. Each Group shall maintain an accounting of any such payments, and SWBI and AOUT shall have a monthly reconciliation, whereby all such payments received by any member of the SWBI Group and any member of the AOUT Group are calculated and the net amount owed to any member of the SWBI Group or any member of the AOUT Group, as applicable, shall be paid over to the relevant Person with a mutual right of set-off. If at any time the net amount owed to any Person pursuant to this Section 2.8(c) exceeds $50,000, an interim payment of such net amount owed shall be made to the Person entitled thereto within three (3) Business Days of such amount exceeding $50,000. Notwithstanding the foregoing, no member of either Group shall act as collection agent for any member of the other Group, nor shall either Group 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) SWBI and AOUT shallEach Party agrees to take, and shall, to the fullest extent permitted by Applicable Law, or cause the other members of their respective its Group to, use commercially reasonable efforts such thatto take, at or prior to the Distribution Time, all actions necessary to amend all Contracts governing each bank and brokerage account owned by Spinco or any other member of the SWBI Spinco Group (collectively, the “Spinco Accounts”) so that such Spinco Accounts, if 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 Pluto or any other member of the Pluto Group (collectively, the “Pluto Accounts”) are de-linked from the Pluto Accounts. (b) It is intended that, following consummation of the actions contemplated by Section 2.07(a), Spinco and the AOUT Group Pluto will maintain separate bank accounts and separate cash management processes. Without limiting the generality of the foregoing, SWBI and AOUT shall use commercially reasonable efforts to, and shall cause the other members of their respective Group to use commercially reasonable efforts to, effective prior to the Distribution Time, (i) remove and replace the signatories of any bank or brokerage account owned by AOUT or any other member of the AOUT Group as of the Distribution Time with individuals designated by AOUT and (ii) if requested by SWBI, remove and replace the signatories of any bank or brokerage account owned by SWBI or any other member of the SWBI Group as of the Distribution Time with individuals designated by SWBI. (bc) With respect to any outstanding payments initiated checks issued by SWBIPluto, AOUT, Spinco or any of their respective Subsidiaries prior to the Distribution Time, such outstanding payments checks shall be honored following the Distribution Time by the Person or Group owning the account from on which the payment check is drawn; provided that, in the event the Liability associated with such check was initiated. (c) As between intended to be the SWBI Group, on the one hand, and the AOUT Group, on the other hand, all payments received after the Distribution Date by a member of either Group that relate to a business, asset, or Liability of a member of the other Group following the Distribution Time, then the Party whose Group such Liability was intended to be shall promptly reimburse the Person that issued such check for the amount so drawn. (d) As between Pluto and Spinco (and the members of their respective Groups), all payments made and reimbursements received by either Party (or a member of its Group) after the Distribution Time that relate to a business, Asset or Liability of the other Party (or a member of its Group) shall be held by such Person Party in trust for the use and benefit and at the expense of the Person Party entitled thereto. Each Group shall maintain an accounting thereto and, promptly upon receipt by such Party of any such paymentspayment or reimbursement, and SWBI and AOUT such Party shall have a monthly reconciliationpay over, whereby all such payments received by any or shall cause the applicable member of the SWBI its Group and any member of the AOUT Group are calculated and the net amount owed to any member of the SWBI Group or any member of the AOUT Grouppay over, as applicable, shall be paid over to the relevant Person with a mutual other Party the amount of such payment or reimbursement without right of set-off. If at any time the net amount owed to any Person pursuant to this Section 2.8(c) exceeds $50,000, an interim payment of such net amount owed shall be made to the Person entitled thereto within three (3) Business Days of such amount exceeding $50,000. Notwithstanding the foregoing, no member of either Group shall act as collection agent for any member of the other Group, nor shall either Group 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) SWBI VF and AOUT Kontoor Brands shall, and shall, to the fullest extent permitted by Applicable Law, shall cause the other members of their respective Group to, use commercially reasonable efforts such that, at on or prior to the Distribution Time, the SWBI VF Group and the AOUT Kontoor Brands Group maintain separate bank accounts and separate cash management processes. Without limiting the generality of the foregoing, SWBI VF and AOUT Kontoor Brands shall use commercially reasonable efforts to, and shall cause the other members of their respective Group Groups to use commercially reasonable efforts to, effective prior to the Distribution Time, (ix) remove and replace the signatories of any bank or brokerage account owned by AOUT Kontoor Brands or any other member of the AOUT Kontoor Brands Group as of the Distribution Time with individuals designated by AOUT Kontoor Brands and (iiy) if requested by SWBIVF, remove and replace the signatories of any bank or brokerage account owned by SWBI VF or any other member of the SWBI VF Group as of the Distribution Time with individuals designated by SWBIVF. (b) With respect to any outstanding payments initiated by SWBIVF, AOUTKontoor Brands, or any of their respective Subsidiaries prior to the Distribution Time, such outstanding payments shall be honored following the Distribution by the Person or Group owning the account from which the payment was initiated. (c) As between the SWBI Group, on the one hand, VF and Kontoor Brands (and the AOUT Group, on the other hand, members of their respective Groups) all payments received after the Distribution Date by a either party (or member of either Group its Group) that relate to a business, asset, asset or Liability of a the other party (or member of the other its Group), shall be held by such Person party for the use and benefit and at the expense of the Person party entitled thereto. Each Group party shall maintain an accounting of any such payments, and SWBI and AOUT the parties shall have a monthly reconciliation, whereby all such payments received by any member of the SWBI Group and any member of the AOUT Group each party are calculated and the net amount owed to any member of the SWBI Group VF or any member of the AOUT GroupKontoor Brands, as applicable, shall be paid over to the relevant Person with a mutual right of set-off. If at any time the net amount owed to any Person pursuant to this Section 2.8(c) either party exceeds $50,000[—], an interim payment of such net amount owed shall be made to the Person party entitled thereto within three (3) Business Days of such amount exceeding $50,000[—]. Notwithstanding the foregoing, no member of either Group neither VF nor Kontoor Brands shall act as collection agent for any member of the other Groupparty, nor shall either Group 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) SWBI Parent and AOUT the Company shall, and shall, to the fullest extent permitted by Applicable Law, shall cause the other members of their respective Group to, use commercially reasonable efforts such that, at on or prior to the Distribution TimeSeparation Date, the SWBI Parent Group and the AOUT Lithium Group maintain separate bank accounts and separate cash management processes. Without limiting . (b) To the generality of extent not completed prior to the foregoingSeparation Date, SWBI Parent and AOUT shall use commercially reasonable efforts tothe Company each agrees to take, and shall or cause the other members of their respective Groups to take, all actions necessary to amend all Contracts governing each bank and brokerage account owned by the Company or any other member of the Lithium Group (collectively, the “Company Accounts”) so that such Company Accounts, if linked (whether by automatic withdrawal, automatic deposit or any other authorization to use commercially reasonable efforts transfer funds from or to, effective prior hereinafter “linked”) to the Distribution Time, (i) remove and replace the signatories of any bank or brokerage account owned by AOUT Parent or any other member of the AOUT Parent Group as (collectively, the “Parent Accounts”) are de-linked from the Parent Accounts. It is intended that, subject to the terms of the Distribution Time with individuals designated by AOUT Transition Services Agreement, as applicable, Parent and (ii) if requested by SWBI, remove the Company will maintain separate bank accounts and replace separate cash management processes following the signatories of any bank or brokerage account owned by SWBI or any other member of the SWBI Group as of the Distribution Time with individuals designated by SWBISeparation Date. (bc) With respect to any outstanding payments initiated checks issued by SWBIParent, AOUTthe Company, or any of their respective Subsidiaries prior to the Distribution TimeSeparation Date, such outstanding payments checks shall be honored following the Distribution Separation Date by the Person or Group owning the account from on which the payment was initiatedcheck is drawn. (cd) As between the SWBI Group, on the one hand, Parent and the AOUT Group, on Company (and the other handmembers of their respective Groups), all payments made and reimbursements received after the Distribution Separation Date by a either party (or member of either Group its Group) that relate to a businessBusiness, asset, Asset or Liability of a the other party (or member of the other its Group), shall be held by such Person party in trust for the use and benefit and at the expense of the Person party entitled thereto. Each Group shall maintain an accounting thereto and, promptly upon receipt by such party of any such paymentspayment or reimbursement, and SWBI and AOUT such party shall have a monthly reconciliationpay over, whereby all such payments received by any or shall cause the applicable member of the SWBI its Group and any member of the AOUT Group are calculated and the net amount owed to any member of the SWBI Group or any member of the AOUT Grouppay over, as applicable, shall be paid over to the relevant Person with a mutual other party the amount of such payment or reimbursement without right of set-off. If The parties hereto will reasonably cooperate to ensure that each party shall maintain, at any time the net amount owed to any Person pursuant to this Section 2.8(c) exceeds $50,000, an interim payment of such net amount owed shall be made all times prior to the Person entitled thereto within three (3) Business Days clearance or settlement of any outstanding check or similar instrument drawn against any applicable Company Account or Parent Account, sufficient balances to cover all outstanding checks or similar instruments drawn against such amount exceeding $50,000Company Account or Parent Account, as applicable. Notwithstanding the foregoing, no neither Parent nor the Company (nor any member of either Group their respective Groups) shall act as collection agent for any member of the other Groupparty, nor shall either Group party (or any member of its respective Group) act as surety or endorser with respect to non-sufficient funds checks or funds to be returned returned, including in a bankruptcy or fraudulent conveyance action.

Bank Accounts; Cash Balances. (a) SWBI and AOUT shall, and shall, To the extent not completed prior to the fullest extent permitted by Applicable LawEffective Date, RBS and the Company each agrees to take, or cause the other respective members of their respective Group to, use commercially reasonable efforts such thatGroups to take, at or prior as soon as practicable after the Effective Date, all actions necessary to amend all Contracts governing each bank and brokerage account owned by the Distribution TimeCompany or any other member of the Company Group (collectively, the SWBI “Company Accounts”) so that such Company Accounts, if 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 RBS or any other member of the RBS Group (collectively, the “RBS Accounts”) are de-linked from the RBS Accounts. (b) It is intended that, following consummation of the actions contemplated by Section 3.02(a), the Company and the AOUT Group RBS will maintain separate bank accounts and separate cash management processes. Without limiting the generality of the foregoing, SWBI and AOUT shall use commercially reasonable efforts to, and shall cause the other members of their respective Group to use commercially reasonable efforts to, effective prior to the Distribution Time, (i) remove and replace the signatories of any bank or brokerage account owned by AOUT or any other member of the AOUT Group as of the Distribution Time with individuals designated by AOUT and (ii) if requested by SWBI, remove and replace the signatories of any bank or brokerage account owned by SWBI or any other member of the SWBI Group as of the Distribution Time with individuals designated by SWBI. (bc) With respect to any outstanding payments initiated checks issued by SWBIRBS, AOUTthe Company, or any of their respective Subsidiaries prior to the Distribution TimeEffective Date, such outstanding payments checks shall be honored following the Distribution Effective Date by the Person or Group owning the account from on which the payment was initiatedcheck is drawn. (cd) As Other than in connection with the Surviving Contracts, as between the SWBI Group, on the one hand, RBS and the AOUT Group, on Company (and the other handmembers of their respective Groups), all payments made and reimbursements received after the Distribution Effective Date by a either Party (or member of either Group its Group) that relate to a business, asset, asset or Liability of a the other Party (or member of the other its Group), shall be held by such Person Party in trust for the use and benefit and at the expense of the Person Party entitled thereto. Each Group shall maintain an accounting thereto and, promptly upon receipt by such Party of any such paymentspayment or reimbursement, and SWBI and AOUT such Party shall have a monthly reconciliationpay over, whereby all such payments received by any or shall cause the applicable member of the SWBI its Group and any member of the AOUT Group are calculated and the net amount owed to any member of the SWBI Group or any member of the AOUT Group, as applicable, shall be paid pay over to the relevant Person with a mutual other Party the amount of such payment or reimbursement without right of set-off. If at any time the net amount owed to any Person pursuant to this Section 2.8(c) exceeds $50,000, an interim payment of such net amount owed shall be made to the Person entitled thereto within three (3) Business Days of such amount exceeding $50,000. Notwithstanding the foregoing, no member of either Group shall act as collection agent for any member of the other Group, nor shall either Group 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) SWBI L Brands and AOUT VS shall, and shall, to the fullest extent permitted by Applicable Law, shall cause the other members of their respective Group Groups to, use commercially reasonable best efforts such that, at on or prior to the Distribution Time, the SWBI L Brands Group and the AOUT VS Group maintain separate bank accounts and separate cash management processes. Without limiting the generality of the foregoing, SWBI L Brands and AOUT VS shall use commercially reasonable best efforts to, and shall cause the other members of their respective Group Groups to use commercially reasonable best efforts to, effective prior to the Distribution Time, (i) remove and replace the signatories of any bank or brokerage account owned by AOUT VS or any other member of the AOUT VS Group as of the Distribution Time with individuals designated by AOUT VS and (ii) if requested by SWBIL Brands, remove and replace the signatories of any bank or brokerage account owned by SWBI L Brands or any other member of the SWBI L Brands Group as of the Distribution Time with individuals designated by SWBIL Brands. (b) With respect to any outstanding checks issued or payments initiated by SWBIL Brands, AOUTVS, or any of their respective Subsidiaries prior to the Distribution Time, such outstanding checks and payments shall be honored following the Distribution by the Person or Group owning the account from which the payment was initiated, 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. (c) As between the SWBI Group, on the one hand, L Brands and VS (and the AOUT Group, on the other hand, members of their respective Groups) all payments received after the Distribution Date Time by a either Party (or member of either Group its Group) that relate to a business, asset, asset or Liability of a the other Party (or member of the other its Group), shall be held by such Person Party for the use and benefit and at the expense of the Person Party entitled thereto. Each Group Party shall maintain an accounting of any such payments, and SWBI and AOUT the Parties shall have a monthly reconciliation, whereby all such payments received by any member of the SWBI Group and any member of the AOUT Group each Party are calculated and the net amount owed to any member of the SWBI Group L Brands or any member of the AOUT GroupVS, as applicable, shall be paid over to the relevant Person with a mutual right of set-off. If at any time the net amount owed to any Person pursuant to this Section 2.8(c) either Party exceeds $50,000500,000, an interim payment of such net amount owed shall be made to the Person Party entitled thereto within three five (35) Business Days of such amount exceeding $50,000500,000. Notwithstanding the foregoing, no member of either Group neither L Brands nor VS shall act as collection agent for any member of the other GroupParty, nor shall either Group 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) SWBI ADS and AOUT Loyalty Ventures shall, and shall, to the fullest extent permitted by Applicable Law, shall cause the other members of their respective Group to, use commercially reasonable efforts such that, at on or prior to the Distribution Time, the SWBI ADS Group and the AOUT Loyalty Ventures Group maintain separate bank accounts and separate cash management processes. Without limiting the generality of the foregoing, SWBI ADS and AOUT Loyalty Ventures shall use commercially reasonable efforts to, and shall cause the other members of their respective Group Groups to use commercially reasonable efforts to, effective prior to the Distribution Time, (ix) remove and replace the signatories of any bank or brokerage account owned by AOUT Loyalty Ventures or any other member of the AOUT Loyalty Ventures Group as of the Distribution Time with individuals designated by AOUT Loyalty Ventures and (iiy) if requested by SWBIADS, remove and replace the signatories of any bank or brokerage account owned by SWBI ADS or any other member of the SWBI ADS Group as of the Distribution Time with individuals designated by SWBIADS. (b) With respect to any outstanding payments initiated by SWBIADS, AOUTLoyalty Ventures, or any of their respective Subsidiaries prior to the Distribution Time, such outstanding payments shall be honored following the Distribution by the Person or Group owning the account from which the payment was initiated. (c) As between the SWBI Group, on the one hand, ADS and Loyalty Ventures (and the AOUT Group, on the other hand, members of their respective Groups) all payments received after the Distribution Date by a either party (or member of either Group its Group) that relate to a business, asset, asset or Liability of a the other party (or member of the other its Group), shall be held by such Person party for the use and benefit and at the expense of the Person party entitled thereto. Each Group party shall maintain an accounting of any such payments, and SWBI and AOUT the parties shall have a monthly reconciliation, whereby all such payments received by any member of the SWBI Group and any member of the AOUT Group each party are calculated and the net amount owed to any member of the SWBI Group ADS or any member of the AOUT GroupLoyalty Ventures, as applicable, shall be paid over to the relevant Person with a mutual right of set-off. If at any time the net amount owed to any Person pursuant to this Section 2.8(c) either party exceeds $50,000500,000, an interim payment of such net amount owed shall be made to the Person party entitled thereto within three five (35) Business Days of such amount exceeding $50,000500,000. Notwithstanding the foregoing, no member of either Group neither ADS nor Loyalty Ventures shall act as collection agent for any member of the other Groupparty, nor shall either Group party act as surety or endorser with respect to non-sufficient funds funds, checks or funds to be returned in a bankruptcy or fraudulent conveyance action. Further notwithstanding the foregoing, treatment of Tax assets shall be governed by the Tax Matters Agreement and shall not be considered in this reconciliation process.

Bank Accounts; Cash Balances. (a) SWBI and AOUT shall, and shall, to the fullest extent permitted by Applicable Law, cause the other members of their respective Group to, The Parties shall use commercially reasonable efforts such that, at on or prior to the Distribution Effective Time, the SWBI Group Fortune Brands Parties and the AOUT Group Cabinets Parties maintain separate bank accounts and separate cash management processes. Without limiting the generality of the foregoing, SWBI and AOUT the Parties shall use commercially reasonable efforts to, and shall cause the other members of their respective Group to use commercially reasonable efforts to, effective prior to the Distribution Time, (i) remove and replace the signatories of any bank or brokerage account owned by AOUT or any other member of the AOUT Group Cabinet Party as of the Distribution Time with individuals designated by AOUT Cabinets and (ii) if requested by SWBIFortune Brands, remove and replace the signatories of any bank or brokerage account owned by SWBI or any other member of the SWBI Group Fortune Brands Party as of the Distribution Time with individuals designated by SWBIFortune Brands. (b) With respect to any outstanding checks issued or payments initiated by SWBIFortune Brands, AOUTCabinets, or any of their respective Subsidiaries prior to the Distribution Time, such outstanding checks and payments shall be honored following the Distribution by the Person or Group Party owning the account from which the payment was initiated, and such Party owning such account shall not have any claim with respect to such check. (c) As between the SWBI Group, on the one hand, Fortune Brands and the AOUT Group, on the other hand, Cabinets all payments received after the Distribution Date Time by a member of either Group Party that relate to a business, asset, Asset or Liability of a member of the other Group, Party shall be held by such Person Party for the use and benefit and at the expense of the Person Party entitled thereto. Each Group Party shall maintain an accounting of any such payments, and SWBI and AOUT the Parties shall have a monthly reconciliation, whereby all such payments received by any member of the SWBI Group and any member of the AOUT Group each Party are calculated and the net amount owed to any member of the SWBI Group Fortune Brands or any member of the AOUT GroupCabinets, as applicable, shall be paid over to the relevant Person with a mutual right of set-off. If at any time the net amount owed to any Person pursuant to this Section 2.8(c) either Party exceeds $50,000500,000, an interim payment of such net amount owed shall be made to the Person Party entitled thereto within three five (35) Business Days of such amount exceeding $50,000500,000. Notwithstanding the foregoing, no member of either Group neither Fortune Brands nor Cabinets shall act as collection agent for any member of the other GroupParty, nor shall either Group 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) SWBI Masco and AOUT shallTopBuild each agrees to take, and shall, to the fullest extent permitted by Applicable Law, or cause the other respective members of their respective Groups to take (or, in each case, shall have taken), at the Distribution Date (or such earlier date as Masco and TopBuild may agree or may have agreed), all actions necessary to amend all contracts or agreements governing each bank and brokerage account owned by TopBuild or any other member of the TopBuild Group (collectively, the “TopBuild Accounts”) so that such TopBuild Accounts, if currently linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, use commercially reasonable efforts such that, at or prior hereinafter “linked”) to the Distribution Time, the SWBI Group and the AOUT Group maintain separate bank accounts and separate cash management processes. Without limiting the generality of the foregoing, SWBI and AOUT shall use commercially reasonable efforts to, and shall cause the other members of their respective Group to use commercially reasonable efforts to, effective prior to the Distribution Time, (i) remove and replace the signatories of any bank or brokerage account owned by AOUT Masco or any other member of the AOUT Masco Group as of (collectively, the Distribution Time with individuals designated by AOUT and (ii) if requested by SWBI“Masco Accounts”), remove and replace are de-linked from the signatories of any bank or brokerage account owned by SWBI or any other member of the SWBI Group as of the Distribution Time with individuals designated by SWBIMasco Accounts. (b) Masco and TopBuild each agrees to take, or cause the respective members of their respective Groups to take (or shall have taken), at the Distribution Date (or such earlier date as Masco and TopBuild may agree or may have agreed), all actions necessary to amend all contracts or agreements governing the Masco Accounts so that such Masco Accounts, if currently linked to a TopBuild Account, are de-linked from the TopBuild Accounts. (c) With respect to any outstanding payments initiated by SWBIMasco, AOUTTopBuild, or any of their respective Subsidiaries prior to the Distribution Time, such outstanding payments shall be honored following the Distribution by the Person or Group owning the account from which the payment was initiated. (cd) As between the SWBI Group, on the one hand, Masco and TopBuild (and the AOUT Group, on the other hand, members of their respective Groups) all payments received after the Distribution Date by a either party (or member of either Group its Group) that relate to a business, asset, asset or Liability of a the other party (or member of the other its Group), shall be held by such Person party for the use and benefit and at the expense of the Person party entitled thereto. Each Group party shall maintain an accounting of any such payments, and SWBI and AOUT the parties shall have a monthly reconciliation, whereby all such payments received by any member of the SWBI Group and any member of the AOUT Group each party are calculated and the net amount owed to any member of the SWBI Group Masco or any member of the AOUT GroupTopBuild, as applicable, shall be paid over to the relevant Person with a mutual right of set-off. If at any time the net amount owed to any Person pursuant to this Section 2.8(c) either party exceeds $50,000500,000, an interim payment of such net amount owed shall be made to the Person party entitled thereto within three (3) Business Days of such amount exceeding $50,000500,000. Notwithstanding the foregoing, no member of either Group neither Masco nor TopBuild shall act as collection agent for any member of the other Groupparty, nor shall either Group 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) SWBI VF and AOUT Kontoor Brands shall, and shall, to the fullest extent permitted by Applicable Law, shall cause the other members of their respective Group to, use commercially reasonable efforts such that, at on or prior to the Distribution Time, the SWBI VF Group and the AOUT Kontoor Brands Group maintain separate bank accounts and separate cash management processes. Without limiting the generality of the foregoing, SWBI VF and AOUT Kontoor Brands shall use commercially reasonable efforts to, and shall cause the other members of their respective Group Groups to use commercially reasonable efforts to, effective prior to the Distribution Time, (ix) remove and replace the signatories of any bank or brokerage account owned by AOUT Kontoor Brands or any other member of the AOUT Kontoor Brands Group as of the Distribution Time with individuals designated by AOUT Kontoor Brands and (iiy) if requested by SWBIVF, remove and replace the signatories of any bank or brokerage account owned by SWBI VF or any other member of the SWBI VF Group as of the Distribution Time with individuals designated by SWBIVF. (b) With respect to any outstanding payments initiated by SWBIVF, AOUTKontoor Brands, or any of their respective Subsidiaries prior to the Distribution Time, such outstanding payments shall be honored following the Distribution by the Person or Group owning the account from which the payment was initiated. (c) As between the SWBI Group, on the one hand, VF and Kontoor Brands (and the AOUT Group, on the other hand, members of their respective Groups) all payments received after the Distribution Date by a either party (or member of either Group its Group) that relate to a business, asset, asset or Liability of a the other party (or member of the other its Group), shall be held by such Person party for the use and benefit and at the expense of the Person party entitled thereto. Each Group party shall maintain an accounting of any such payments, and SWBI and AOUT the parties shall have a monthly reconciliation, whereby all such payments received by any member of the SWBI Group and any member of the AOUT Group each party are calculated and the net amount owed to any member of the SWBI Group VF or any member of the AOUT GroupKontoor Brands, as applicable, shall be paid over to the relevant Person with a mutual right of set-off. If at any time the net amount owed to any Person pursuant to this Section 2.8(c) either party exceeds $50,000500,000, an interim payment of such net amount owed shall be made to the Person party entitled thereto within three five (35) Business Days of such amount exceeding $50,000500,000. Notwithstanding the foregoing, no member of either Group neither VF nor Kontoor Brands shall act as collection agent for any member of the other Groupparty, nor shall either Group 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) SWBI L Brands and AOUT VS shall, and shall, to the fullest extent permitted by Applicable Law, shall cause the other members of their respective Group Groups to, use commercially reasonable best efforts such that, at on or prior to the Distribution Time, the SWBI L Brands Group and the AOUT VS Group maintain separate bank accounts and separate cash management processes. Without limiting the generality of the foregoing, SWBI L Brands and AOUT VS shall use commercially reasonable best efforts to, and shall cause the other members of their respective Group Groups to use commercially reasonable best efforts to, effective prior to the Distribution Time, (i) remove and replace the signatories of any bank or brokerage account owned by AOUT VS or any other member of the AOUT VS Group as of the Distribution Time with individuals designated by AOUT VS and (ii) if requested by SWBIL Brands, remove and replace the signatories of any bank or brokerage account owned by SWBI L Brands or any other member of the SWBI L Brands Group as of the Distribution Time with individuals designated by SWBI.L Brands (b) With respect to any outstanding checks issued or payments initiated by SWBIL Brands, AOUTVS, or any of their respective Subsidiaries prior to the Distribution Time, such outstanding checks and payments shall be honored following the Distribution by the Person or Group owning the account from which the payment was initiated, 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. (c) As between the SWBI Group, on the one hand, L Brands and VS (and the AOUT Group, on the other hand, members of their respective Groups) all payments received after the Distribution Date Time by a either Party (or member of either Group its Group) that relate to a business, asset, asset or Liability of a the other Party (or member of the other its Group), shall be held by such Person Party for the use and benefit and at the expense of the Person Party entitled thereto. Each Group Party shall maintain an accounting of any such payments, and SWBI and AOUT the Parties shall have a monthly reconciliation, whereby all such payments received by any member of the SWBI Group and any member of the AOUT Group each Party are calculated and the net amount owed to any member of the SWBI Group L Brands or any member of the AOUT GroupVS, as applicable, shall be paid over to the relevant Person with a mutual right of set-off. If at any time the net amount owed to any Person pursuant to this Section 2.8(c) either Party exceeds $50,000500,000, an interim payment of such net amount owed shall be made to the Person Party entitled thereto within three five (35) Business Days of such amount exceeding $50,000500,000. Notwithstanding the foregoing, no member of either Group neither L Brands nor VS shall act as collection agent for any member of the other GroupParty, nor shall either Group 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) SWBI and AOUT shall, and shall, to the fullest extent permitted by Applicable Law, cause the other members of their respective Group to, The Parties shall use commercially reasonable efforts such that, at on or prior to the Distribution Effective Time, the SWBI Group Fortune Brands Parties and the AOUT Group Cabinets Parties maintain separate bank accounts and separate cash management processes. Without limiting the generality of the foregoing, SWBI and AOUT the Parties shall use commercially reasonable efforts to, and shall cause the other members of their respective Group to use commercially reasonable efforts to, effective prior to the Distribution Time, (i) remove and replace the signatories of any bank or brokerage account owned by AOUT or any other member of the AOUT Group Cabinet Party as of the Distribution Effective Time with individuals designated by AOUT Cabinets and (ii) if requested by SWBIFortune Brands, remove and replace the signatories of any bank or brokerage account owned by SWBI or any other member of the SWBI Group Fortune Brands Party as of the Distribution Effective Time with individuals designated by SWBIFortune Brands. (b) With respect to any outstanding checks issued or payments initiated by SWBIFortune Brands, AOUTCabinets, or any of their respective Subsidiaries prior to the Distribution Effective Time, such outstanding checks and payments shall be honored following the Distribution by the Person or Group Party owning the account from which the payment was initiated, and such Party owning such account shall not have any claim with respect to such check. (c) As between the SWBI Group, on the one hand, Fortune Brands and the AOUT Group, on the other hand, Cabinets all payments received after the Distribution Date Effective Time by a member of either Group Party that relate to a business, asset, Asset or Liability of a member of the other Group, Party shall be held by such Person Party for the use and benefit and at the expense of the Person Party entitled thereto. Each Group Party shall maintain an accounting of any such payments, and SWBI and AOUT the Parties shall have a monthly reconciliation, whereby all such payments received by any member of the SWBI Group and any member of the AOUT Group each Party are calculated and the net amount owed to any member of the SWBI Group Fortune Brands or any member of the AOUT GroupCabinets, as applicable, shall be paid over to the relevant Person with a mutual right of set-off. If at any time the net amount owed to any Person pursuant to this Section 2.8(c) either Party exceeds $50,000500,000, an interim payment of such net amount owed shall be made to the Person Party entitled thereto within three five (35) Business Days of such amount exceeding $50,000500,000. Notwithstanding the foregoing, no member of either Group neither Fortune Brands nor Cabinets shall act as collection agent for any member of the other GroupParty, nor shall either Group 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) SWBI and AOUT shall, and shall, to the fullest extent permitted by Applicable Law, cause the other members of their respective Group to, use commercially reasonable efforts such that, at or prior to the Distribution Time, the SWBI Group and the AOUT Group maintain separate bank accounts and separate cash management processes. Without limiting the generality of the foregoing, SWBI and AOUT shall use commercially reasonable efforts to, and shall cause the other members of their respective Group to use commercially reasonable efforts to, effective prior to the Distribution Time, (i) remove and replace the signatories of any bank or brokerage account owned by AOUT or any other member of the AOUT Group as of the Distribution Time with individuals designated by AOUT and (ii) if requested by SWBI, remove and replace the signatories of any bank or brokerage account owned by SWBI or any other member of the SWBI Group as of the Distribution Time with individuals designated by SWBI. (b) With respect to any outstanding payments initiated by SWBI, AOUT, or any of their respective Subsidiaries prior to the Distribution Time, such outstanding payments shall be honored following the Distribution by the Person or Group owning the account from which the payment was initiated. (c) As between the SWBI Group, on the one hand, and the AOUT Group, on the other hand, all payments received after the Distribution Date by a member of either Group that relate to a business, asset, or Liability of a member of the other Group, shall be held by such Person for the use and benefit and at the expense of the Person entitled thereto. Each Group shall maintain an accounting of any such payments, and SWBI and AOUT shall have a monthly reconciliation, whereby all such payments received by any member of the SWBI Group and any member of the AOUT Group are calculated and the net amount owed to any member of the SWBI Group or any member of the AOUT Group, as applicable, shall be paid over to the relevant Person with a mutual right of set-off. If at any time the net amount owed to any Person pursuant to this Section 2.8(c) exceeds $50,000[●], an interim payment of such net amount owed shall be made to the Person entitled thereto within three (3) Business Days of such amount exceeding $50,000[●]. Notwithstanding the foregoing, no member of either Group shall act as collection agent for any member of the other Group, nor shall either Group 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) SWBI Madewell and AOUT J.Crew shall, and shall, to the fullest extent permitted by Applicable Law, shall cause the other members of their respective Group to, use commercially reasonable efforts such that, at on or prior to the Distribution Time, the SWBI Madewell Group and the AOUT J.Crew Group maintain separate bank accounts and separate cash Cash management processes. Without limiting the generality of the foregoing, SWBI Madewell and AOUT J.Crew shall use commercially reasonable efforts to, and shall cause the other members of their respective Group Groups to use commercially reasonable efforts to, effective prior to the Distribution Time, (ix) remove and replace the signatories of any bank or brokerage account owned by AOUT J.Crew or any other member of the AOUT J.Crew Group as of the Distribution Time with individuals designated by AOUT J.Crew and (iiy) if requested by SWBIMadewell, remove and replace the signatories of any bank or brokerage account owned by SWBI Madewell or any other member of the SWBI Madewell Group as of the Distribution Time with individuals designated by SWBIMadewell. (b) With respect to any outstanding payments initiated by SWBIMadewell, AOUTJ.Crew, or any of their respective Subsidiaries prior to the Distribution Time, such outstanding payments shall be honored following the Distribution by the Person or Group owning the account from which the payment was initiated. (c) As between the SWBI Group, on the one hand, Madewell and J.Crew (and the AOUT Group, on the other hand, members of their respective Groups) all payments received after the Distribution Date by a either party (or member of either Group its Group) that relate to a business, asset, asset or Liability of a the other party (or member of the other its Group), shall be held by such Person party for the use and benefit and at the expense of the Person party entitled thereto. Each Group party shall maintain an accounting of any such payments, and SWBI and AOUT the parties shall have a monthly weekly reconciliation, whereby all such payments received by any member of the SWBI Group and any member of the AOUT Group each party are calculated and the net amount owed to any member of the SWBI Group Madewell or any member of the AOUT GroupJ.Crew, as applicable, shall be paid over to the relevant Person with a mutual right of set-off. If at any time the net amount owed to any Person pursuant to this Section 2.8(c) exceeds $50,000, an interim payment of such net amount owed shall be made to the Person entitled thereto within three (3) Business Days of such amount exceeding $50,000. Notwithstanding the foregoing, no member of either Group neither Madewell nor J.Crew shall act as collection agent for any member of the other Groupparty, nor shall either Group 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.