Common use of Bank Accounts; Cash Balances Clause in Contracts

Bank Accounts; Cash Balances. Except as otherwise provided in the Transition Services Agreement or any Property Management Agreement: (a) Each Party agrees to take, or cause the members of its Group to take, at the Effective Time (or such earlier time as the Parties may agree), all actions necessary to amend all contracts or agreements governing each bank and brokerage account owned by WPG or any other member of the WPG Group (collectively, the “WPG Accounts”) and all contracts or agreements governing each bank or brokerage account owned by SPG or any other member of the SPG Group (collectively, the “SPG Accounts”) so that each such WPG Account and SPG Account, if currently Linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “Linked”) to any SPG Account or WPG Account, respectively, is de-Linked from such SPG Account or WPG Account, respectively. (b) It is intended that, following consummation of the actions contemplated by Section 2.9(a), there will be in place a cash management process pursuant to which the WPG Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by WPG or a member of the WPG Group. (c) It is intended that, following consummation of the actions contemplated by Section 2.9(a), there will continue to be in place a cash management process pursuant to which the SPG Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by SPG or a member of the SPG Group. (d) With respect to any outstanding checks issued or payments initiated by SPG, WPG, or any of the members of their respective Groups prior to the Effective Time, such outstanding checks and payments shall be honored following the Effective Time by the Person or Group owning the account on which the check is drawn or from which the payment was initiated, respectively. (e) As between SPG and WPG (and the members of their respective Groups), all payments made and reimbursements received after the 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 and, promptly following receipt by such Party of any such payment or reimbursement, such Party shall pay over, or shall cause the applicable member of its Group to pay over to the other Party the amount of such payment or reimbursement without right of set-off.

Bank Accounts; Cash Balances. Except as otherwise provided in the Transition Services Agreement or any Property Management Agreement: (a) Each Party agrees to take, or cause the members of its Group to take, at the Effective Separation Time (or such earlier time as the Parties may agree), all actions necessary to amend all contracts or agreements governing each bank and brokerage account owned by WPG Corebridge or any other member of the WPG Corebridge Group (collectively, the “WPG Corebridge Accounts”) and all contracts or agreements governing each bank or brokerage account owned by SPG AIG or any other member of the SPG AIG Group (collectively, the “SPG AIG Accounts”) so that each such WPG Corebridge Account and SPG AIG Account, if currently Linked linked (whether by bank fees, earnings credits, automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “Linked”) to any SPG AIG Account or WPG Corebridge Account, respectively, is de-Linked from such SPG AIG Account or WPG Corebridge Account, respectively. (b) It is intended that, following consummation of the actions contemplated by Section 2.9(a2.10(a), there will be in place a cash management process pursuant to which the WPG Corebridge Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by WPG Corebridge or a member of the WPG Corebridge Group. (c) It is intended that, following consummation of the actions contemplated by Section 2.9(a2.10(a), there will continue to be in place a cash management process pursuant to which the SPG AIG Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by SPG AIG or a member of the SPG AIG Group. (d) With respect to any outstanding checks issued or payments initiated by SPGAIG, WPGCorebridge, or any of the members of their respective Groups prior to the Effective Separation Time, such outstanding checks and payments shall be honored following the Effective Separation Time by the Person or Group owning the account on which the check is drawn or from which the payment was initiated, respectively. (e) As between SPG AIG and WPG Corebridge (and the members of their respective Groups), all payments made and reimbursements received after the Effective Separation 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 and, promptly following receipt by such Party of any such payment or reimbursement, such Party shall pay over, or shall cause the applicable member of its Group to pay over to the other Party the amount of such payment or reimbursement without right of set-off.

Bank Accounts; Cash Balances. Except as otherwise provided in the Transition Services Agreement or any Property Management Agreement: (a) Each Party EESLP and Controlled each agrees to take, or cause the respective members of its Group their respective Groups to take, at the Effective Time (or such earlier time as the Parties EESLP and Controlled may agree), all actions necessary to amend all contracts or agreements Contracts governing each bank and brokerage account account, including lockbox accounts, owned by WPG Controlled or any other member of the WPG RemainCo Group (collectively, the “WPG Accounts”) and all contracts or agreements governing each bank or brokerage account owned by SPG or any other member of the SPG Group (collectively, the “SPG Controlled Accounts”) so that each such WPG Account and SPG AccountControlled 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 SPG Account bank or WPG Accountbrokerage account, respectivelyincluding lockbox accounts, is owned by EESLP or any other member of the SpinCo Group (collectively, the “SpinCo Accounts”), are de-Linked linked from such SPG Account or WPG Account, respectivelythe SpinCo Accounts. (b) It is intended thatEESLP and Controlled each agrees to take, following consummation or cause the respective members of their respective Groups to take, at the actions contemplated by Section 2.9(aEffective Time (or such earlier time as EESLP and Controlled may agree), there will be in place all actions necessary to amend all Contracts governing the SpinCo Accounts so that such SpinCo Accounts, if currently linked to a cash management process pursuant to which Controlled Account, are de-linked from the WPG Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by WPG or a member of the WPG GroupControlled Accounts. (c) It is intended that, following consummation of the actions contemplated by Section 2.9(aSections 2.11(a) and 2.11(b), there will continue to shall be in place a centralized cash management process pursuant to which (i) the SPG Controlled Accounts will shall be managed centrally and funds collected will shall be transferred into one (1) or more centralized accounts maintained by SPG Controlled and (ii) the SpinCo Accounts shall be managed centrally and funds collected shall be transferred into one or a member more centralized accounts maintained by EESLP. Notwithstanding the foregoing, all cash on hand as of the SPG GroupEffective Time shall be assigned, transferred or paid over to or retained by EESLP, other than cash belonging to EXLP or any of its Subsidiaries as of the Effective Time, which cash shall be retained by EXLP or such Subsidiary (or, if included in the Controlled Accounts or SpinCo Accounts, paid over to EXLP) following the Effective Time. (d) With respect to any outstanding checks issued or payments initiated by SPGEESLP, WPG, Controlled or any of the members of their respective Groups Subsidiaries prior to the Effective TimeInternal Distribution, such outstanding checks and payments shall be honored following the Effective Time Internal Distribution by the Person or Group owning the account on which the check is drawn or from which the payment was initiated. In addition, respectivelyany outstanding checks or payments issued by a third party for the benefit of EESLP, Controlled or any of their respective Subsidiaries prior to the Internal Distribution shall be honored following the Internal Distribution and payment shall be made to the party to whom the check was or payment was issued. (e) With respect to the payments described in Section 2.11(d), in the event that: (i) EESLP or one of its Subsidiaries initiates a payment prior to the Internal Distribution that is honored following the Internal Distribution, and to the extent such payment relates to the RemainCo Business, then Controlled shall reimburse EESLP for such payment as soon as reasonably practicable and in no event later than seven (7) days after such payment is honored; or (ii) Controlled or one of its Subsidiaries initiates a payment prior to the Internal Distribution that is honored following the Internal Distribution, and to the extent such payment relates to the SpinCo Business, then EESLP shall reimburse Controlled for such payment as soon as reasonably practicable and in no event later than seven (7) days after such payment is honored. (f) As between SPG EESLP and WPG Controlled (for purposes of this Section 2.11(f), each a “Specified Party”) (and the members of their respective Groups), all payments made to and reimbursements received after the Effective Time by either Specified Party (or any member of its Group) ), in each case after the Internal Distribution, that relate to a business, Asset or Liability of the other Specified Party (or any member of its such other Specified Party’s Group) (each, a “Misdirected Payment”), shall be held by such the recipient Specified Party in trust for the use and benefit of the other Specified Party (or member of such other Specified Party’s Group entitled thereto and, promptly following receipt by such thereto) (at the expense of the party entitled thereto). Each Specified Party shall maintain an accounting of any such payment Misdirected Payments received by such Specified Party or reimbursement, such Party shall pay over, or shall cause the applicable any member of its Group Group, and the Specified Parties shall have a weekly reconciliation, whereby all such Misdirected Payments received by each Specified Party are calculated and the net amount owed to pay the other Specified Party (or members of the other Specified Party’s Group) shall be paid over to the other Specified Party (for further distribution to the amount applicable members of such other Specified Party’s Group). If at any time the net amount in respect of Misdirected Payments owed to either Specified Party exceeds $10,000,000, an interim payment of such net amount owed shall be made to the Specified Party entitled thereto within three (3) Business Days of such amount exceeding $10,000,000. Notwithstanding the foregoing, neither Specified Party (nor any of the members of its Group) shall act as collection agent for the other Specified Party (or reimbursement without right any of setthe members of its Group), nor shall either Specified Party (or any members of its Group) act as surety or endorser with respect to non-offsufficient funds checks, or funds to be returned in a bankruptcy or fraudulent conveyance action.

Bank Accounts; Cash Balances. Except as otherwise provided in the Transition Services Agreement or any Property Management Agreement: (a) Each Party agrees to take, or cause the members of its Group to take, at the Effective Separation Time (or such earlier time as the Parties may agree), all actions necessary to amend all contracts or agreements governing each bank and brokerage account owned by WPG BIG Token or any other member of the WPG BIG Token Group which are listed on Schedule 2.10(a) (collectively, the “WPG BIG Token Accounts”) and all contracts or agreements governing each bank or brokerage account owned by SPG Parent or any other member of the SPG Parent Group (collectively, the “SPG Parent Accounts”) so that each such WPG BIG Token Account and SPG Parent Account, if currently Linked linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter ““ Linked”) to any SPG Parent Account or WPG BIG Token Account, respectively, is de-Linked from such SPG Parent Account or WPG BIG Token Account, respectively. (b) It is intended that, following consummation of the actions contemplated by Section 2.9(a2.10(a), there will be in place a cash management process pursuant to which the WPG BIG Token Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by WPG BIG Token or a member of the WPG BIG Token Group. (c) It is intended that, following consummation of the actions contemplated by Section 2.9(a2.10(a), there will continue to be in place a cash management process pursuant to which the SPG Parent Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by SPG Parent or a member of the SPG Parent Group. (d) With respect to any outstanding checks issued or payments initiated by SPGParent, WPGBIG Token, or any of the members of their respective Groups prior to the Effective Separation Time, such outstanding checks and payments shall be honored following the Effective Separation Time by the Person or Group owning the account on which the check is drawn or from which the payment was initiated, respectively. (e) As between SPG Parent and WPG BIG Token (and the members of their respective Groups), all payments made and reimbursements received after the Effective Separation 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 and, promptly following receipt by such Party of any such payment or reimbursement, such Party shall pay over, or shall cause the applicable member of its Group to pay over to the other Party the amount of such payment or reimbursement without right of set-off.