Common use of Accounts; Cash Management Clause in Contracts

Accounts; Cash Management. (a) Each Borrower and each Guarantor shall maintain a cash management system which is reasonably acceptable to the Collateral Agent (the “Cash Management System”), which shall operate as provided in this Section 2.22; provided that the Cash Management System with respect to accounts located in the United States of America, any State thereof or the District of Columbia in place on the Closing Date shall be deemed reasonably acceptable to the Collateral Agent. (b) All proceeds of Collateral held by the Borrowers or any other Loan Party (other than funds being collected pursuant to the provisions stated below or identifiable Proceeds of Term Loan Priority Collateral) shall be deposited in one or more bank accounts or securities investment accounts, as set forth on Schedule 2.22(b) or other accounts in form and substance reasonably satisfactory to the Collateral Agent, in each case, subject to the terms of the applicable Security Agreement and applicable Control Agreements; provided that Control Agreements shall not be required prior to the Control Agreement Effective Date. (c) The Borrowers shall establish and maintain, and shall cause each Guarantor to establish and maintain, at its sole expense, deposit accounts subject to a first priority security interest in favor of the Collateral Agent and a Control Agreement over such account maintained by the financial institutions as described on Schedule 2.22(b) hereto or with such other banks as are acceptable to the Collateral Agent (in each case, “Controlled Accounts”), and which shall not be subject to cash pooling or other similar arrangements with any entity that is not a Loan Party and shall not be subject to cash pooling or other similar arrangements with any entity organized in a jurisdiction other than the jurisdiction of the United States (with respect to Controlled Accounts of any Loan Party that is a U.S. Entity), Australia (with respect to Controlled Accounts of any Australian Loan Party) or the Netherlands (with respect to Controlled Accounts of any Dutch Loan Party), into which the Borrowers and Guarantors shall promptly deposit and use commercially reasonable efforts to direct their respective Account Debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Revolving Loan Priority Collateral in the identical form in which such payments are made, whether by cash, check or other manner and shall be identified and segregated from all other funds of the Loan Parties; provided that notwithstanding anything to the contrary herein, all payments on Accounts owned by any Dutch Loan Party and all payments constituting proceeds of Inventory or other Revolving Loan Priority Collateral owned by any Dutch Loan Party shall be deposited into accounts and related lockboxes maintained by the Collateral Agent or another bank acceptable to the Collateral Agent. Notwithstanding the foregoing, the Loan Parties shall be permitted to fund deposit accounts owned by a UK Financing Subsidiary which are subject to a first priority security interest and Control Agreements in favor of the Collateral Agent in such amounts as the Administrative Borrower reasonably deems necessary; provided that the aggregate amount of funds on deposit in deposit accounts owned by a UK Financing Subsidiary shall not exceed amounts payable by such UK Financing Subsidiary in the (ten) 10 Business Day (or longer with the consent of the Administrative Agent) period following the date of such funding. If the Loan Parties elect to fund such accounts for a period longer than ten (10) Business Days with the consent of the Administrative Agent, the Administrative Borrower shall promptly notify the Administrative Agent of the estimated amount of such funding and the Administrative Agent may establish a UK Finance Reserve. The Borrowers and Guarantors shall cause (i) all of the deposit accounts, securities accounts and commodity accounts of the Loan Parties set forth on Schedule 2.22(b) (and each account in substitution or replacement therefor) (which, for the avoidance of doubt, shall not include Excluded Accounts) and (ii) each other deposit account, securities account and commodity account of any Loan Party formed or established after the Closing Date (other than Excluded Accounts) to be subject to Control Agreements and shall deliver, or cause to be delivered, to the Collateral Agent a Control Agreement duly authorized, executed and delivered by each bank where such account is maintained; provided that Control Agreements shall not be required prior to the Control Agreement Effective Date. The Borrowers and Guarantors shall not establish any deposit accounts (other than Excluded Accounts) after the Closing Date into which proceeds of Collateral are deposited, unless such Borrower or such Guarantor has complied in full with the applicable provisions of this Section 2.22(c) with respect to such deposit accounts. The Borrowers agree that, from and after the delivery of an Activation Notice and subject to the terms of the Intercreditor Agreement (so long as any Term Loans are outstanding), the terms of any Permitted Securitization Intercreditor Agreement (so long as any Permitted Securitization is outstanding) or the terms of any Permitted Secured Indebtedness Intercreditor Agreement (so long as any Permitted Secured Indebtedness is outstanding), all payments made to such Controlled Accounts or other funds received and collected by the Administrative Agent, the Collateral Agent or any Lender, whether in respect of the Accounts or as proceeds of Inventory shall be treated as payments to the Administrative Agent, the Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of the Administrative Agent, the Collateral Agent and Lenders to the extent of the then outstanding applicable Obligations. (d) The applicable bank at which any Controlled Accounts are maintained shall agree, from and after the receipt of a notice (an “Activation Notice”) from the Collateral Agent (which Activation Notice may, or upon instruction of the Required Lenders, shall, be given by the Collateral Agent at any time during a Cash Dominion Period) pursuant to the applicable Control Agreement, to forward, daily, all amounts in each Controlled Account to the account with the Collateral Agent (or a financial institution acceptable to the Collateral Agent) designated as the collection account (the “Collection Account”) which shall be under the exclusive dominion and control of the Collateral Agent and which shall not be subject to cash pooling or other similar arrangements. For the avoidance of doubt, provisions of this Section 2.22(d) do not apply to Excluded Accounts. (e) From and after the delivery of an Activation Notice, with respect to all affected Controlled Accounts, subject to the terms of the Intercreditor Agreement (so long as any Term Loans are outstanding), the terms of any Permitted Securitization Intercreditor Agreement (so long as any Permitted Securitization is outstanding) or the terms of any Permitted Secured Indebtedness Intercreditor Agreement (so long as any Permitted Secured Indebtedness is outstanding), the Collateral Agent shall apply all such funds in the Collection Account on a daily basis to the repayment of the Obligations in accordance with Section 8.02. Notwithstanding the foregoing sentence, after payment in full has been made of the amounts required under Section 8.02, upon the Administrative Borrower’s request and as long as no Event of Default has occurred and is continuing and, so long as the aggregate Revolving Exposure of all Lenders is greater than zero, all other conditions precedent to a Borrowing have been satisfied, any additional funds deposited in the Collection Account shall be released to the Borrowers. (f) The Loan Parties shall promptly deposit (or cause the same to be deposited) any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or Inventory of the Loan Parties which come into their possession or under their control in the applicable Controlled Accounts, or remit the same (or cause the same to be remitted), in kind, to the Collateral Agent. The Borrowers agree to reimburse the Collateral Agent on demand for any amounts owed or paid to any bank at which a Controlled Account is established or any other bank or Person involved in the transfer of funds to or from the Controlled Accounts arising out of the Collateral Agent’s payments to or indemnification of such bank or Person. (g) The Borrowers or the Administrative Borrower shall set up deposit accounts in the United States, in each case, subject to Control Agreements within the time periods specified in Section 2.22(b), into which proceeds of the Revolving Loans shall be disbursed by the Administrative Agent and prior to the Control Agreement Effective Date, shall be disbursed as directed by the Administrative Borrower into the accounts of the Borrowers as specified in writing to the Administrative Agent. (h) Notwithstanding the foregoing, it is expressly acknowledged that it may be impractical for a non-U.S. Loan Party to obtain a Control Agreement (or the equivalent) from the bank or depositary that maintains its accounts or it may take longer than agreed to obtain a Control Agreement (or the equivalent) in which event the Administrative Agent will act reasonably in extending the time for obtaining such Control Agreement (or the equivalent). For the avoidance of doubt, this Section 2.22 shall be subject to the Agreed Securities Principles.

Accounts; Cash Management. The Loan Parties in the United States, Canada, England and Wales, Switzerland, and Germany (aand any other jurisdiction in which a Borrower or Borrowing Base Guarantor is located) Each Borrower and each Guarantor (the “Borrowing Base Loan Parties”) shall maintain a cash management system which is reasonably acceptable to the Funding Agent and the Collateral Agent (the “Cash Management System”), which shall operate as provided in this Section 2.22; provided that the Cash Management System with respect to accounts located in the United States of America, any State thereof or the District of Columbia in place on the Closing Date shall be deemed reasonably acceptable to the Collateral Agent.follows: (ba) All proceeds of Collateral funds held by the Borrowers or any other Borrowing Base Loan Party (other than funds being collected pursuant to the provisions stated below or identifiable Proceeds of Term Loan Priority Collateralbelow) shall be deposited in one or more bank accounts or securities investment accounts, as set forth on Schedule 2.22(b) or other accounts in form and substance reasonably satisfactory to the Collateral Agent, in each case, Agent subject to the terms of the applicable Security Agreement and applicable Control Agreements; provided that Control Agreements shall not be required prior to the Control Agreement Effective Date. (cb) The Borrowers Each Borrowing Base Loan Party shall establish and maintain, and shall cause each Guarantor to establish and maintain, at its sole expense, blocked accounts, charged accounts, or lockboxes and related deposit accounts subject to a first priority security interest in favor of the Collateral Agent and a Control Agreement over such account maintained by the financial institutions as described on Schedule 2.22(b) hereto or with such other banks as are acceptable to the Collateral Agent (in each case, “Controlled Blocked Accounts”), which, on the Closing Date, shall consist of the accounts listed as such on Schedule 9.01(b) and related lockboxes maintained by the financial institutions listed on such schedule (or another financial institution acceptable to Collateral 198 Agent), with such banks as are acceptable to Collateral Agent into which shall not be subject to cash pooling or other similar arrangements with any entity that is not a each Loan Party and shall not be subject to cash pooling or other similar arrangements with any entity organized in a jurisdiction other than the jurisdiction of the United States (with respect to Controlled Accounts of any Loan Party that is a U.S. Entity), Australia (with respect to Controlled Accounts of any Australian Loan Party) or the Netherlands (with respect to Controlled Accounts of any Dutch Loan Party), into which the Borrowers and Guarantors shall promptly deposit and use commercially reasonable efforts to direct their respective Account Debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Revolving Collateral (other than proceeds of a Casualty Event or an Asset Sale that do not require a repayment under Loan Priority Collateral Documents, and subject to the Intercreditor Agreement) in the identical form in which such payments are made, whether by cash, check or other manner and shall be identified and segregated from all other funds of the Loan Parties; provided that notwithstanding anything Parties (except, with regard to accounts located in Europe, to the contrary hereinextent permitted pursuant to the applicable U.K. Security Agreement, all payments on Accounts owned by any Dutch the Swiss Security Agreement or the German Security Agreement or Control Agreement). Each Borrowing Base Loan Party and all payments constituting proceeds of Inventory or other Revolving Loan Priority Collateral owned by any Dutch Loan Party shall be deposited into accounts and related lockboxes maintained by the Collateral Agent or another bank acceptable to the Collateral Agent. Notwithstanding the foregoing, the Loan Parties shall be permitted to fund deposit accounts owned by a UK Financing Subsidiary which are subject to a first priority security interest and Control Agreements in favor of the Collateral Agent in such amounts as the Administrative Borrower reasonably deems necessary; provided that the aggregate amount of funds on deposit in deposit accounts owned by a UK Financing Subsidiary shall not exceed amounts payable by such UK Financing Subsidiary in the (ten) 10 Business Day (or longer with the consent of the Administrative Agent) period following the date of such funding. If the Loan Parties elect to fund such accounts for a period longer than ten (10) Business Days with the consent of the Administrative Agent, the Administrative Borrower shall promptly notify the Administrative Agent of the estimated amount of such funding and the Administrative Agent may establish a UK Finance Reserve. The Borrowers and Guarantors shall cause (i) all of the deposit accounts, securities accounts and commodity accounts of the Loan Parties set forth on Schedule 2.22(b) (and each account in substitution or replacement therefor) (which, for the avoidance of doubt, shall not include Excluded Accounts) and (ii) each other deposit account, securities account and commodity account of any Loan Party formed or established after the Closing Date (other than Excluded Accounts) to be subject to Control Agreements and shall deliver, or cause to be delivered, to the Collateral Agent a Control Agreement duly authorized, executed and delivered by each bank where such account a Blocked Account for the benefit of any Borrowing Base Loan Party is maintained; , and, except as provided that in Section 9.01(d), by each bank where any other deposit account of a Borrowing Base Loan Party is from time to time maintained. Each Borrowing Base Loan Party shall further execute and deliver such agreements and documents as Collateral Agent may reasonably require in connection with such Blocked Accounts and such Control Agreements Agreements. No Borrowing Base Loan Party shall not be required prior to the Control Agreement Effective Date. The Borrowers and Guarantors shall not establish any deposit accounts (other than Excluded Accounts) after the Closing Date into which proceeds of Collateral are depositedDate, unless such Borrower Loan Party has given the Collateral Agent 30 days’ (or such Guarantor shorter period as may be determined by the Collateral Agent in its sole discretion) prior written notice of its intention to establish such new account and has complied in full with the applicable provisions of this Section 2.22(c9.01(b) with respect to such deposit accounts. The Borrowers agree that, Each Borrowing Base Loan Party agrees that from and after the delivery of an Activation Notice and subject to the terms of the Intercreditor Agreement (so long as any Term Loans are outstanding), the terms of any Permitted Securitization Intercreditor Agreement (so long as any Permitted Securitization is outstanding) or the terms of any Permitted Secured Indebtedness Intercreditor Agreement (so long as any Permitted Secured Indebtedness is outstandingdefined below), all payments made to such Controlled Blocked Accounts or other funds received and collected by the Administrative Agent, the Collateral Agent or any Lender, whether in respect of the Accounts or Accounts, as proceeds of Inventory or other Collateral (subject to the Intercreditor Agreement) or otherwise shall be treated as payments to the Administrative Agent, the Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of the Administrative Agent, the Collateral Agent and Lenders to the extent of the then outstanding applicable ObligationsObligations and may be applied by the Collateral Agent in accordance with Section 9.01(e). (dc) The With respect to the Blocked Accounts of the U.S. Borrowers and such other Borrowing Base Loan Parties as the Collateral Agent shall determine in its sole discretion, the applicable bank maintaining such Blocked Accounts shall agree to forward daily all amounts in each Blocked Account to one Blocked Account designated as a concentration account in the name listed on Schedule 9.01(b) (the “Concentration Account”) at which any Controlled Accounts are a bank acceptable to the Collateral Agent that shall be designated as the Concentration Account bank for the Loan Parties (the “Concentration Account Bank”), which, on the Closing Date, shall consist of the accounts listed as such on Schedule 9.01(b) maintained by the financial institutions listed on such schedule (or other financial institution acceptable to the Collateral Agent). Each Bank providing a Blocked Account shall agreeagree to follow the instructions of the Collateral Agent with regard to each such Blocked Account, including the Concentration Account, including, from and after the receipt of a notice (an “Activation Notice”) from the Collateral Agent (which Activation Notice maymay (or shall, or upon the written instruction of the Required Lenders, shall, ) be given by the Collateral Agent at any time during from and after the occurrence of a Cash Dominion PeriodTrigger Event and prior to a Cash Dominion Recovery Event) pursuant to the applicable Control Agreement, to forward, daily, all amounts in each Controlled Account to follow only the account with instructions of the Collateral Agent (or a financial institution acceptable and not those of any Loan Party) with respect to the Collateral AgentBlocked Accounts (including the Concentration Account), including (i) to forward daily all amounts in the Concentration Account to the 199 account designated as the collection account (the “Collection Account”) ), which shall be under the exclusive dominion and control of the Collateral Agent (it being understood that, prior to the delivery of an Activation Notice, the respective Loan Parties shall also be authorized to issue instructions with regard to funds in the Concentration Account), and which shall not be subject (ii) with respect to cash pooling the Blocked Accounts to forward all amounts in each Blocked Account to the applicable Collection Account or other similar arrangements. For as the avoidance Collateral Agent otherwise directs and to commence the process of doubt, provisions daily sweeps from such Blocked Account into the Collection Account or otherwise under Section 9.01 or as the Collateral Agent otherwise directs. (d) Notwithstanding any provision of this Section 2.22(d9.01 to the contrary, (A) Borrowing Base Loan Parties may maintain zero balance disbursement accounts and accounts used solely to fund payroll, payroll taxes or employee benefits in the ordinary course of business that are not a part of the Cash Management Systems, provided that no Borrowing Base Loan Parties shall accumulate or maintain cash in such accounts as of any date of determination in excess of checks outstanding against such accounts as of that date and amounts necessary to meet minimum balance requirements or Requirements of Law and (B) Borrowing Base Loan Parties may maintain local cash accounts that are not a part of the Cash Management Systems which individually do not apply to Excluded Accountsat any time contain funds in excess of $50,000 and, together with all other such local cash accounts, do not exceed $500,000. (e) From and after the delivery of an Activation Notice, with respect unless an Event of Default has occurred and is continuing (in which event Section 8.03 shall apply) and unless Funding Agent or Collateral Agent determines to all affected Controlled Accounts, subject release such funds to the terms of Borrowers in accordance with the Intercreditor Agreement (so long as any Term Loans are outstanding)following sentence, the terms of any Permitted Securitization Intercreditor Agreement (so long as any Permitted Securitization is outstanding) or the terms of any Permitted Secured Indebtedness Intercreditor Agreement (so long as any Permitted Secured Indebtedness is outstanding), the Collateral Funding Agent shall apply all funds of a Borrower or Borrowing Base Guarantor organized under the laws of the same jurisdiction of such funds Borrower that are in the or are received into a Collection Account or that are otherwise received under this Section 9.01 by the Funding Agent or the Collateral Agent (except to the extent constituting Term Loan Priority Collateral or otherwise not required to be paid pursuant to Section 2.10) on a daily basis to the repayment of (i) first, Fees and reimbursable expenses of the Funding Agent and the Collateral Agent then due and payable by such Borrower and such Borrowing Base Guarantors; (ii) second, to interest then due and payable on all Loans to such Borrower, (iii) third, Overadvances to such Borrower, (iv) fourth, the Swingline Loans to such Borrower, (v) fifth, Base Rate Loans to such Borrower, pro rata, (vi) sixth, BA Rate Loans, Eurocurrency Loans and EURIBOR Loans to such Borrower, pro rata, together with all accrued and unpaid interest thereon (provided, however, payments on such BA Rate Loans, Eurocurrency Loans and EURIBOR Loans with respect to which the application of such payment would result in the payment of the principal prior to the last day of the relevant Interest Period shall be transferred to the Cash Collateral Account to be applied to such BA Rate Loans, Eurocurrency Loans or EURIBOR Loans on the last day of the relevant Interest Period of such BA Rate Loans, Eurocurrency Loan or EURIBOR Loan or to the Obligations owing by such Borrower and Borrowing Base Guarantors as they come due (whether at stated maturity, by acceleration or otherwise). After payment in accordance with full has been made of the amounts required under subsections (i)-(vi) in the preceding sentence, all funds in a Collection Account or otherwise received under Section 8.029.01(b) (except to the extent not required to be paid thereunder) shall be applied on a daily basis to all amounts described in subsections (i)-(vi) in the preceding sentence owing by any other Loan Parties, in the order set out therein. Notwithstanding the foregoing sentencesentences, after payment in full has been made of the amounts required under Section 8.02, upon the Administrative Borrower’s request and as long as no Event of Default has occurred and is continuing and, so long as the aggregate Revolving Exposure of all Lenders is greater than zero, all other conditions precedent to a Borrowing have been satisfied, any additional funds deposited in the Collection Account shall be released to the Borrowers. subsections (f) The Loan Parties shall promptly deposit (or cause the same to be deposited) any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or Inventory of the Loan Parties which come into their possession or under their control in the applicable Controlled Accounts, or remit the same (or cause the same to be remitted), in kind, to the Collateral Agent. The Borrowers agree to reimburse the Collateral Agent on demand for any amounts owed or paid to any bank at which a Controlled Account is established or any other bank or Person involved in the transfer of funds to or from the Controlled Accounts arising out of the Collateral Agent’s payments to or indemnification of such bank or Person. (g) The Borrowers or the Administrative Borrower shall set up deposit accounts in the United States, in each case, subject to Control Agreements within the time periods specified in Section 2.22(b), into which proceeds of the Revolving Loans shall be disbursed by the Administrative Agent and prior to the Control Agreement Effective Date, shall be disbursed as directed by the Administrative Borrower into the accounts of the Borrowers as specified in writing to the Administrative Agent. (h) Notwithstanding the foregoing, it is expressly acknowledged that it may be impractical for a non-U.S. Loan Party to obtain a Control Agreement (or the equivalent) from the bank or depositary that maintains its accounts or it may take longer than agreed to obtain a Control Agreement (or the equivalent) in which event the Administrative Agent will act reasonably in extending the time for obtaining such Control Agreement (or the equivalent). For the avoidance of doubt, this Section 2.22 shall be subject to the Agreed Securities Principles.i)- 200

Accounts; Cash Management. The Loan Parties in the United States, Canada, England and Wales, Switzerland, and Germany (aand any other jurisdiction in which a Borrower, Borrowing Base Guarantor or 1209502.04-CHISR02A - MSW Receivables Seller is located) Each Borrower and each Guarantor (the “Borrowing Base Loan Parties”) shall maintain a cash management system which is reasonably acceptable to the Collateral Administrative Agent (the “Cash Management System”), which shall operate as provided in this Section 2.22; provided that the Cash Management System with respect to accounts located in the United States of America, any State thereof or the District of Columbia in place on the Closing Date shall be deemed reasonably acceptable to the Collateral Agent.follows: (ba) All proceeds of Collateral funds held by the Borrowers or any other Borrowing Base Loan Party (other than funds being collected pursuant to the provisions stated below or identifiable Proceeds of Term Loan Priority Collateralbelow) shall be deposited in one or more bank accounts or securities investment accounts, as set forth on Schedule 2.22(b) or other accounts in form and substance reasonably satisfactory to the Collateral Agent, in each case, Administrative Agent subject to the terms of the applicable Security Agreement and applicable Control Agreements; provided that Control Agreements shall not be required prior to the Control Agreement Effective Date. (cb) The Borrowers Each Borrowing Base Loan Party shall establish and maintain, and shall cause each Guarantor to establish and maintain, at its sole expense, blocked accounts, charged accounts, or lockboxes and related deposit accounts subject to a first priority security interest in favor of the Collateral Agent and a Control Agreement over such account maintained by the financial institutions as described on Schedule 2.22(b) hereto or with such other banks as are acceptable to the Collateral Agent (in each case, “Controlled Blocked Accounts”), which, on the Amendment No. 210 Effective Date, shall consist of the accounts listed as such on Schedule 9.01(b) to Amendment No. 210 and related lockboxes maintained by the financial institutions listed on such schedule (or another financial institution acceptable to Administrative Agent), with such banks as are acceptable to Administrative Agent into which shall not be subject to cash pooling or other similar arrangements with any entity that is not a each Loan Party and shall not be subject to cash pooling or other similar arrangements with any entity organized in a jurisdiction other than the jurisdiction of the United States (with respect to Controlled Accounts of any Loan Party that is a U.S. Entity), Australia (with respect to Controlled Accounts of any Australian Loan Party) or the Netherlands (with respect to Controlled Accounts of any Dutch Loan Party), into which the Borrowers and Guarantors shall promptly deposit and use commercially reasonable efforts to direct their respective Account Debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Revolving Collateral (other than proceeds of a Casualty Event or an Asset Sale that do not require a repayment under Loan Priority Collateral Documents, and subject to the Intercreditor Agreement) in the identical form in which such payments are made, whether by cash, check or other manner and shall be identified and segregated from all other funds of the Loan Parties; provided that notwithstanding anything Parties (except, with regard to accounts located in Europe, to the contrary hereinextent permitted pursuant to the applicable U.K. Security Agreement, all payments on Accounts owned by Swiss Security Agreement, or German Security Agreement, or Control Agreements, or with respect to accounts located in any Dutch other European country, the applicable Control Agreement or other Security Documents applicable thereto). Each Borrowing Base Loan Party and all payments constituting proceeds of Inventory or other Revolving Loan Priority Collateral owned by any Dutch Loan Party shall be deposited into accounts and related lockboxes maintained by the Collateral Agent or another bank acceptable to the Collateral Agent. Notwithstanding the foregoing, the Loan Parties shall be permitted to fund deposit accounts owned by a UK Financing Subsidiary which are subject to a first priority security interest and Control Agreements in favor of the Collateral Agent in such amounts as the Administrative Borrower reasonably deems necessary; provided that the aggregate amount of funds on deposit in deposit accounts owned by a UK Financing Subsidiary shall not exceed amounts payable by such UK Financing Subsidiary in the (ten) 10 Business Day (or longer with the consent of the Administrative Agent) period following the date of such funding. If the Loan Parties elect to fund such accounts for a period longer than ten (10) Business Days with the consent of the Administrative Agent, the Administrative Borrower shall promptly notify the Administrative Agent of the estimated amount of such funding and the Administrative Agent may establish a UK Finance Reserve. The Borrowers and Guarantors shall cause (i) all of the deposit accounts, securities accounts and commodity accounts of the Loan Parties set forth on Schedule 2.22(b) (and each account in substitution or replacement therefor) (which, for the avoidance of doubt, shall not include Excluded Accounts) and (ii) each other deposit account, securities account and commodity account of any Loan Party formed or established after the Closing Date (other than Excluded Accounts) to be subject to Control Agreements and shall deliver, or cause to be delivered, to the Collateral Agent a Control Agreement duly authorized, executed and delivered by each bank where such account a Blocked Account for the benefit of any Borrowing Base Loan Party is maintained; , and, except as provided that in Section 9.01(d), by each bank where any other deposit account of a Borrowing Base Loan Party is from time to time maintained. Each Borrowing Base Loan Party shall further execute and deliver such agreements and documents as Administrative Agent may reasonably require in connection with such Blocked Accounts and such Control Agreements Agreements. No Borrowing Base Loan Party shall not be required prior to the Control Agreement Effective Date. The Borrowers and Guarantors shall not establish any deposit accounts (other than Excluded Accounts) after the Closing Date into which proceeds of Collateral are depositedDate, unless such Borrower Loan Party has given the Administrative Agent 30 days’ (or such Guarantor shorter period as may be determined by the Administrative Agent in its sole discretion) prior written notice of its intention to establish such new account and has complied in full with the applicable provisions of this Section 2.22(c9.01(b) with respect to such deposit accounts. The Borrowers agree that, Each Borrowing Base Loan Party agrees that from and after the delivery of an Activation Notice and subject to the terms of the Intercreditor Agreement (so long as any Term Loans are outstanding), the terms of any Permitted Securitization Intercreditor Agreement (so long as any Permitted Securitization is outstanding) or the terms of any Permitted Secured Indebtedness Intercreditor Agreement (so long as any Permitted Secured Indebtedness is outstandingdefined below), all payments made to such Controlled Blocked Accounts or other funds received and collected by the Administrative Agent, the Collateral Agent or any LenderSecured Party, whether in respect of the Accounts or Accounts, as proceeds of Inventory or other Collateral (subject to the Intercreditor Agreement) or otherwise shall be treated as payments to the Administrative Agent, the Collateral Agent and Lenders Secured Parties in respect of the Secured Obligations and therefore shall constitute the property of the Administrative Agent, the Collateral Agent and Lenders Secured Parties to the extent of the then outstanding applicable ObligationsSecured Obligations and may be applied by the Administrative Agent in accordance with Section 9.01(e). (dc) The With respect to the Blocked Accounts of the U.S. Borrowers and such otherthe Borrowing Base Loan Parties as the Administrative Agent shall determine in its sole discretionlisted on Schedule 9.01(b) that from time to time maintain one or more Concentration Accounts (as defined below), the applicable bank maintaining suchthe Blocked Accounts of any such Person shall agree to forward daily all amounts in each such Blocked Account to onethe applicable Blocked Account or Blocked Accounts designated as a concentration account in the namefor such Person listed on Schedule 9.01(b) to Amendment No. 210 (the “Concentration Account”) at which any Controlled Accounts are a bank acceptable to the Administrative Agent that shall 1209502.04-CHISR02A - MSW be designated as the Concentration Account bank for the Loan Parties (the “Concentration Account Bank”), which, on the Amendment No. 210 Effective Date, shall consist of the accounts listed as such on Schedule 9.01(b) to Amendment No. 210 maintained by the financial institutions listed on such schedule (or other financial institution acceptable to the Administrative Agent); provided that no changes or additions shall agreebe made to such Schedule, to the accounts that constitute Concentration Accounts, or to the Borrowing Base Loan Parties that maintain Concentration Accounts, in each case without the prior written consent of the Administrative Agent. Each Bank providing a Blocked Account shall agree to follow the instructions of the Collateral Agent with regard to each such Blocked Account, including the Concentration Account, including, from and after the receipt of a notice (an “Activation Notice”) from the Collateral Agent (which Activation Notice maymay (or shall, or upon the written instruction of the Required Lenders, shall, ) be given by the Collateral Agent at any time during from and after the occurrence of a Cash Dominion PeriodTrigger Event and prior to a Cash Dominion Recovery Event) pursuant to the applicable Control Agreement, to forwardfollow only the instructions of the Collateral Agent (and not those of any Loan Party) with respect to the Blocked Accounts (including the Concentration Account), daily, including (i) to forward daily all amounts in each Controlled the Concentration Account to the account with the Collateral Agent (or a financial institution acceptable to the Collateral Agent) designated as the collection account (the “Collection Account”) ), which shall be under the exclusive dominion and control of the Collateral Agent (it being understood that, prior to the delivery of an Activation Notice, the respective Loan Parties shall also be authorized to issue instructions with regard to funds in the Concentration Account), and (ii) with respect to the Blocked Accounts to forward all amounts in each Blocked Account to the applicable Collection Account or as the Collateral Agent otherwise directs and to commence the process of daily sweeps from such Blocked Account into the Collection Account or otherwise under Section 9.01 or as the Collateral Agent otherwise directs. (d) Notwithstanding any provision of this Section 9.01 to the contrary, (A) Borrowing Base Loan Parties may maintain zero balance disbursement accounts and accounts used solely to fund payroll, payroll taxes or employee benefits in the ordinary course of business, provided that no Borrowing Base Loan Parties shall accumulate or maintain cash in such accounts as of any date of determination in excess of checks outstanding against such accounts as of that date and amounts necessary to meet minimum balance requirements or Applicable Law, (B) Borrowing Base Loan Parties may maintain local cash accounts that are not a part of the Cash Management Systems which individually do not at the end of each day in the applicable jurisdiction contain funds in excess of $100,000 and, together with all other such local cash accounts, do not exceed $2,000,000, and (C) the requirements in Section 9.01(a) through (c) as they relate to Blocked Accounts acquired pursuant to a Permitted Acquisition shall not be subject to cash pooling or other similar arrangements. For the avoidance of doubt, provisions of this Section 2.22(d) do not apply to Excluded Accounts5.11(g). (e) From and after the delivery of an Activation Notice, with respect unless an Event of Default has occurred and is continuing (in which event Section 8.03 shall apply) and unless Administrative Agent determines to all affected Controlled Accounts, subject release such funds to the terms of the Intercreditor Agreement (so long as any Term Loans are outstandingBorrowers in accordance with this Section 9.01(e), the terms of any Permitted Securitization Intercreditor Agreement (so long as any Permitted Securitization is outstanding) or the terms of any Permitted Secured Indebtedness Intercreditor Agreement (so long as any Permitted Secured Indebtedness is outstanding), the Collateral Administrative Agent shall apply all funds of a Borrower or Borrowing Base Guarantor organized under the laws of the same jurisdiction of such funds Borrower that are in the or are received into a Collection Account or that are otherwise received under this Section 9.01 by the Administrative Agent or the Collateral Agent (except to the extent constituting Pari Passu Priority Collateral or otherwise not required to be paid pursuant to Section 2.10) on a daily basis to the repayment of (i) first, Fees and reimbursable expenses of the Administrative Agent and the Collateral Agent then due and payable by such Borrower and such Borrowing Base Guarantors; (ii) second, to interest then due and payable on all Loans to such Borrower, (iii) third, Overadvances to such Borrower, (iv) fourth, the Swingline Loans to such Borrower, (v) fifth, Base Rate Loans to such Borrower, pro rata, (vi) sixth, Eurocurrency Loans, EURIBOR Loans and RFR Loans to such Borrower, pro rata, together with all accrued and unpaid interest thereon; provided, however, that payments on such Eurocurrency Loans, EURIBOR Loans and RFR Loans with respect to which the application of such payment would result in the payment of the 1209502.04-CHISR02A - MSW principal prior to the last day of the relevant Interest Period (if such Loan has an Interest Period) shall be transferred to the Cash Collateral Account to be applied to such Eurocurrency Loans, EURIBOR Loans or RFR Loans on the last day of the relevant Interest Period of such Eurocurrency Loan, EURIBOR Loan or RFR Loan (if such Loan has an Interest Period) or to the Obligations owing by such Borrower and Borrowing Base Guarantors as they come due (whether at stated maturity, by acceleration or otherwise). After payment in accordance with full has been made of the amounts required under subsections (i)-(vi) in the preceding sentence, all funds in a Collection Account or otherwise received under this Section 8.029.01 (except to the extent not required to be paid hereunder) shall be applied on a daily basis to all amounts described in subsections (i)-(vi) in the preceding sentence owing by any other Loan Parties, in the order set out therein. Notwithstanding the foregoing sentencesentences, after payment in full has been made of the amounts required under Section 8.02subsections (i)-(vi) in the two preceding sentences, upon the Administrative BorrowerXxxxxxxx’s request and as long as no Event of Default has occurred and is continuing and, so long as the aggregate Revolving Exposure of all Lenders is greater than zero, and all other conditions precedent to a Borrowing have been satisfied, any additional funds deposited in the a Collection Account or a Cash Collateral Account shall be released to the Borrowersapplicable Borrowing Base Loan Party. In addition, if consented to by the Administrative Agent or the Required Lenders, such funds in a Cash Collateral Account may be released to the applicable Borrowing Base Loan Party. Notwithstanding the above, if the Administrative Agent has declared the Loans and/or Reimbursement Obligations then outstanding to be forthwith due and payable in whole or in part pursuant to Section 8.01 or if an Event of Default has occurred and is continuing, the Administrative Agent shall apply all funds received in the Collection Account in accordance with Section 8.03. If this Section 9.01(e) applies, the Administrative Agent will use reasonable efforts to cooperate with the Administrative Borrower in structuring the payments under this Section 9.01(e) in a manner that would minimize withholding taxes imposed on such payments. (f) The Each Loan Parties shall promptly deposit (or cause Party following delivery of an Activation Notice shall, acting as trustee for Collateral Agent, receive, as the same to be deposited) property of Collateral Agent for the benefit of the Secured Parties, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts Accounts, Inventory or Inventory of other Collateral (subject to the Loan Parties Intercreditor Agreement) which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the applicable Controlled Blocked Accounts, or remit the same (or cause the same to be remitted), in kind, to the Collateral Agent. The Borrowers agree In no event shall the same be commingled with any Loan Party’s own funds (except, with regard to accounts located in Europe, to the extent permitted pursuant to the applicable U.K. Security Agreement, Swiss Security Agreement, or German Security Agreement, or Control Agreements, or with respect to accounts located in any other European country, the applicable Control Agreement or other Security Documents applicable thereto). Each Loan Party agrees to reimburse the Collateral Agent on demand for any amounts owed or paid to any bank at which a Controlled Blocked Account is established or any other bank or Person person involved in the transfer of funds to or from the Controlled Blocked Accounts arising out of the Collateral Agent’s payments to or indemnification of such bank or Personperson. (g) The Borrowers or With regard to accounts located in Europe, the Administrative Borrower shall Collateral Agent may, in its sole discretion, agree pursuant to the Security Documents to vary the cash management procedures set up deposit accounts forth herein, including as documented in the United Statesapplicable U.K. Security Agreement, Swiss Security Agreement, or German Security Agreement, or Control Agreements, or with respect to accounts located in each caseany other European country, the applicable Control Agreement or other Security Documents applicable thereto) and including, subject to Control Agreements within Section 6.07, with regard to the time periods specified Cash Pooling Arrangements. To the extent that any Security Document sets forth cash management that varies from this Section 9.01, the applicable Loan Parties shall comply with such Security Documents, and shall comply with this Section 9.01 to the extent not inconsistent therewith. 1209502.04-CHISR02A - MSW (h) Each Borrowing Base Loan Party, and each other Loan Party that is organized in Section 2.22(b)a Principal Jurisdiction, into which proceeds of the Revolving Loans shall be disbursed by the Administrative Agent and shall, prior to the Control Agreement Effective Dateentering into a Permitted German Alternative Financing, shall be disbursed as directed by the Administrative Borrower into the accounts of the Borrowers as specified a Permitted Novelis Switzerland Financing or a Permitted Customer Account Financing, arrange its cash management system, in writing a manner reasonably satisfactory to the Administrative Agent. (h) Notwithstanding the foregoing, it is expressly acknowledged so as to cause its receipts in respect of Accounts that it may be impractical for are subject to such a non-U.S. Loan Party to obtain a Control Agreement financing or other transaction (or the equivalentreceipts in respect of Accounts generated from Inventory included in such a financing or other transaction) to be to be segregated from the bank or depositary that maintains (and not commingled therewith) receipts of its accounts or it may take longer than agreed to obtain a Control Agreement (or the equivalent) in which event the Administrative Agent will act reasonably in extending the time for obtaining such Control Agreement (or the equivalent). For the avoidance of doubt, this Section 2.22 shall be subject to the Agreed Securities Principlesother Accounts.

Accounts; Cash Management. The Loan Parties in the United States, Canada, England and Wales, Switzerland, (a) Each Borrower and each Guarantor shall maintain a cash management system which is reasonably acceptable to the Collateral Agent (the “Cash Management System”), which shall operate as provided in this Section 2.22; provided that the Cash Management System with respect to accounts located in the United States of America, any State thereof or the District of Columbia in place on the Closing Date shall be deemed reasonably acceptable to the Collateral Agent. (b) All proceeds of Collateral funds held by the Borrowers or any other Borrowing Base Loan Party (other than funds being collected pursuant to the provisions stated below or identifiable Proceeds of Term Loan Priority Collateralbelow) shall be deposited in one or more bank accounts or securities investment accounts, as set forth on Schedule 2.22(b) or other accounts in form and substance reasonably satisfactory to the Collateral Agent, in each case, Administrative Agent subject to the terms of the applicable Security Agreement and applicable Control Agreements; provided that Control Agreements shall not be required prior to the Control Agreement Effective Date. (cb) The Borrowers Each Borrowing Base Loan Party shall establish and maintain, and shall cause each Guarantor to establish and maintain, at its sole expense, blocked accounts, charged accounts, or lockboxes and related deposit accounts subject to a first priority security interest in favor of the Collateral Agent and a Control Agreement over such account maintained by the financial institutions as described on Schedule 2.22(b) hereto or with such other banks as are acceptable to the Collateral Agent (in each case, “Controlled Blocked Accounts”), which, on the ClosingAmendment No. 2 Effective Date, shall consist of the accounts listed as such on Schedule 9.01(b) to Amendment No. 2 and related lockboxes maintained by the financial institutions listed on such schedule (or another financial institution acceptable to Administrative Agent), with such banks as are acceptable to Administrative Agent into which shall not be subject to cash pooling or other similar arrangements with any entity that is not a each Loan Party and shall not be subject to cash pooling or other similar arrangements with any entity organized in a jurisdiction other than the jurisdiction of the United States (with respect to Controlled Accounts of any Loan Party that is a U.S. Entity), Australia (with respect to Controlled Accounts of any Australian Loan Party) or the Netherlands (with respect to Controlled Accounts of any Dutch Loan Party), into which the Borrowers and Guarantors shall promptly deposit and use commercially reasonable efforts to direct their respective Account Debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Revolving Collateral (other than proceeds of a Casualty Event or an Asset Sale that do not require a repayment under Loan Priority Collateral Documents, and subject to the Intercreditor Agreement) in the identical form in which such payments are made, whether by cash, check or other manner and shall be identified and segregated from all other funds of the Loan Parties; provided that notwithstanding anything Parties (except, with regard to accounts located in Europe, to the contrary hereinextent permitted pursuant to the applicable U.K. Security Agreement, all payments on Accounts owned by Swiss Security Agreement, or German Security Agreement, or Control Agreements, or with respect to accounts located in any Dutch other European country, the applicable Control Agreement or other Security Documents applicable thereto). Each Borrowing Base Loan Party and all payments constituting proceeds of Inventory or other Revolving Loan Priority Collateral owned by any Dutch Loan Party shall be deposited into accounts and related lockboxes maintained by the Collateral Agent or another bank acceptable to the Collateral Agent. Notwithstanding the foregoing, the Loan Parties shall be permitted to fund deposit accounts owned by a UK Financing Subsidiary which are subject to a first priority security interest and Control Agreements in favor of the Collateral Agent in such amounts as the Administrative Borrower reasonably deems necessary; provided that the aggregate amount of funds on deposit in deposit accounts owned by a UK Financing Subsidiary shall not exceed amounts payable by such UK Financing Subsidiary in the (ten) 10 Business Day (or longer with the consent of the Administrative Agent) period following the date of such funding. If the Loan Parties elect to fund such accounts for a period longer than ten (10) Business Days with the consent of the Administrative Agent, the Administrative Borrower shall promptly notify the Administrative Agent of the estimated amount of such funding and the Administrative Agent may establish a UK Finance Reserve. The Borrowers and Guarantors shall cause (i) all of the deposit accounts, securities accounts and commodity accounts of the Loan Parties set forth on Schedule 2.22(b) (and each account in substitution or replacement therefor) (which, for the avoidance of doubt, shall not include Excluded Accounts) and (ii) each other deposit account, securities account and commodity account of any Loan Party formed or established after the Closing Date (other than Excluded Accounts) to be subject to Control Agreements and shall deliver, or cause to be delivered, to the Collateral Agent a Control Agreement duly authorized, executed and delivered by each bank where such account a Blocked Account for the benefit of any Borrowing Base Loan Party is maintained; , and, except as provided that in Section 9.01(d), by each bank where any other deposit account of a Borrowing Base Loan Party is from time to time maintained. Each Borrowing Base Loan Party shall further execute and deliver such agreements and documents as Administrative Agent may reasonably require in connection with such Blocked Accounts and such Control Agreements Agreements. No Borrowing Base Loan Party shall not be required prior to the Control Agreement Effective Date. The Borrowers and Guarantors shall not establish any deposit accounts (other than Excluded Accounts) after the Closing Date into which proceeds of Collateral are depositedDate, unless such Borrower Loan Party has given the Administrative Agent 30 days’ (or such Guarantor shorter period as may be determined by the Administrative Agent in its sole discretion) prior written notice of its intention to establish such new account and has complied in full with the applicable provisions of this Section 2.22(c9.01(b) with respect to such deposit accounts. The Borrowers agree that, Each Borrowing Base Loan Party agrees that from and after the delivery of an Activation Notice and subject to the terms of the Intercreditor Agreement (so long as any Term Loans are outstanding), the terms of any Permitted Securitization Intercreditor Agreement (so long as any Permitted Securitization is outstanding) or the terms of any Permitted Secured Indebtedness Intercreditor Agreement (so long as any Permitted Secured Indebtedness is outstandingdefined below), all payments made to such Controlled Blocked Accounts or other funds received and collected by the Administrative Agent, the Collateral Agent or any LenderSecured Party, whether in respect of the Accounts or Accounts, as proceeds of Inventory or other Collateral (subject to the Intercreditor Agreement) or otherwise shall be treated as payments to the Administrative Agent, the Collateral Agent and Lenders Secured Parties in respect of the Secured Obligations and therefore shall constitute the property of the Administrative Agent, the Collateral Agent and Lenders Secured Parties to the extent of the then outstanding applicable ObligationsSecured Obligations and may be applied by the Administrative Agent in accordance with Section 9.01(e). (dc) The With respect to the Blocked Accounts of the U.S. Borrowers and such other Borrowing Base Loan Parties as the Administrative Agent shall determine in its sole discretion, the applicable bank at which any Controlled maintaining such Blocked Accounts are maintained shall agree, from and after the receipt of a notice (an “Activation Notice”) from the Collateral Agent (which Activation Notice may, or upon instruction of the Required Lenders, shall, be given by the Collateral Agent at any time during a Cash Dominion Period) pursuant agree to the applicable Control Agreement, to forward, daily, forward daily all amounts in each Controlled Blocked Account to the account with the Collateral Agent (or a financial institution acceptable to the Collateral Agent) one Blocked Account designated as the collection a concentration account (the “Collection Account”) which shall be under the exclusive dominion and control of the Collateral Agent and which shall not be subject to cash pooling or other similar arrangements. For the avoidance of doubt, provisions of this Section 2.22(d) do not apply to Excluded Accounts. (e) From and after the delivery of an Activation Notice, with respect to all affected Controlled Accounts, subject to the terms of the Intercreditor Agreement (so long as any Term Loans are outstanding), the terms of any Permitted Securitization Intercreditor Agreement (so long as any Permitted Securitization is outstanding) or the terms of any Permitted Secured Indebtedness Intercreditor Agreement (so long as any Permitted Secured Indebtedness is outstanding), the Collateral Agent shall apply all such funds in the Collection Account name listed on a daily basis to the repayment of the Obligations in accordance with Section 8.02. Notwithstanding the foregoing sentence, after payment in full has been made of the amounts required under Section 8.02, upon the Administrative Borrower’s request and as long as no Event of Default has occurred and is continuing and, so long as the aggregate Revolving Exposure of all Lenders is greater than zero, all other conditions precedent to a Borrowing have been satisfied, any additional funds deposited in the Collection Account shall be released to the Borrowers. (f) The Loan Parties shall promptly deposit (or cause the same to be deposited) any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or Inventory of the Loan Parties which come into their possession or under their control in the applicable Controlled Accounts, or remit the same (or cause the same to be remittedSchedule 9.01(b), in kind, to the Collateral Agent. The Borrowers agree to reimburse the Collateral Agent on demand for any amounts owed or paid to any bank at which a Controlled Account is established or any other bank or Person involved in the transfer of funds to or from the Controlled Accounts arising out of the Collateral Agent’s payments to or indemnification of such bank or Person. (g) The Borrowers or the Administrative Borrower shall set up deposit accounts in the United States, in each case, subject to Control Agreements within the time periods specified in Section 2.22(b), into which proceeds of the Revolving Loans shall be disbursed by the Administrative Agent and prior to the Control Agreement Effective Date, shall be disbursed as directed by the Administrative Borrower into the accounts of the Borrowers as specified in writing to the Administrative Agent. (h) Notwithstanding the foregoing, it is expressly acknowledged that it may be impractical for a non-U.S. Loan Party to obtain a Control Agreement (or the equivalent) from the bank or depositary that maintains its accounts or it may take longer than agreed to obtain a Control Agreement (or the equivalent) in which event the Administrative Agent will act reasonably in extending the time for obtaining such Control Agreement (or the equivalent). For the avoidance of doubt, this Section 2.22 shall be subject to the Agreed Securities Principles.

Accounts; Cash Management. (a) Each Borrower and each Guarantor shall maintain a cash management system which is reasonably acceptable to the Collateral Agent (the “Cash Management System”), which shall operate as provided in this Section 2.22; provided that the Cash Management System with respect to accounts located in the United States of America, any State thereof or the District of Columbia in place on the Closing Date shall be deemed reasonably acceptable to the Collateral Agent. (b) All proceeds of Collateral held by the Borrowers or any other Loan Party (other than funds being collected pursuant to the provisions stated below or identifiable Proceeds of Term Loan Priority Collateral) shall be deposited in one or more bank accounts or securities investment accounts, as set forth on Schedule 2.22(b) or other accounts in form and substance reasonably satisfactory to the Collateral Agent, in each case, subject to the terms of the applicable Security Agreement and, from and applicable Control Agreements; provided that Control Agreements shall not be required prior to after the Control Agreement Effective Date, applicable Control Agreements. (c) The Borrowers shall establish and maintain, and shall cause each Guarantor to establish and maintain, at its sole expense, expense deposit accounts subject to a first priority security interest in favor of the Collateral Agent and a Control Agreement over such account maintained by the financial institutions as described on Schedule 2.22(b) hereto or with such other banks as are acceptable to the Collateral Agent (in each case, “Controlled Blocked Accounts”), ) and which shall not be subject to cash pooling or other similar arrangements with any entity that is not a Loan Party and shall not be subject to cash pooling or other similar arrangements with any entity organized in a jurisdiction other than the jurisdiction of the United States (with respect to Controlled Blocked Accounts of any Loan Party that is a U.S. Entity), Australia (with respect to Controlled Blocked Accounts of any Australian Loan Party) or the Netherlands (with respect to Controlled Blocked Accounts of any Dutch Loan Party), into which the Borrowers and Guarantors shall promptly deposit and use commercially reasonable efforts to direct their respective Account Debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Revolving Loan Priority Collateral in the identical form in which such payments are made, whether by cash, check or other manner and shall be identified and segregated from all other funds of the Loan Parties; provided that notwithstanding anything to the contrary herein, all payments on Accounts owned by any Dutch Loan Party and all payments constituting proceeds of Inventory or other Revolving Loan Priority Collateral owned by any Dutch Loan Party shall be deposited into accounts and related lockboxes maintained by the Collateral Agent or another bank acceptable to the Collateral Agent. Notwithstanding the foregoing, the Loan Parties shall be permitted to fund deposit accounts owned by a UK Financing Subsidiary which are subject to a first priority security interest and and, after the Control Agreement Effective Date, Control Agreements in favor of the Collateral Agent in such amounts as the Administrative Borrower reasonably deems necessary; provided that the aggregate amount of funds on deposit in deposit accounts owned by a UK Financing Subsidiary shall not exceed amounts payable by such UK Financing Subsidiary in the (ten) 10 Business Day (or longer with the consent of the Administrative Agent) period following the date of such funding. If the Loan Parties elect to fund such accounts for a period longer than ten (10) Business Days with the consent of the Administrative Agent, the Administrative Borrower shall promptly notify the Administrative Agent of the estimated amount of such funding and the Administrative Agent may establish a UK Finance Reserve. The From and after the Control Agreement Effective Date, the Borrowers and Guarantors shall cause (i) all of the deposit accounts, securities accounts and commodity accounts of the Loan Parties set forth on Schedule 2.22(b2.22(c) (and each account in substitution or replacement therefor) (which, for the avoidance of doubt, shall not include Excluded Accounts) and (ii) each other bank account, deposit account, securities security account and commodity or other investment account of any Loan Party formed or established after the Closing Date (other than than, in the case of this clause (ii), Excluded Accounts) to be subject to Control Agreements and shall deliver, or cause to be delivered, to the Collateral Agent a Control Agreement duly authorized, executed and delivered by each bank where such account is maintained; provided that . The Borrowers shall further execute and deliver, and shall cause each Guarantor to execute and deliver, such agreements and documents as the Collateral Agent may require in connection with such accounts and such Control Agreements shall not be required prior to the Control Agreement Effective DateAgreements. The Borrowers and Guarantors shall not establish any deposit accounts (other than Excluded Accounts) after the Closing Date into which proceeds of Collateral are deposited, unless such Borrower or such Guarantor has complied in full with the applicable provisions of this Section 2.22(c) with respect to such deposit accounts. The Borrowers agree that, from and after the delivery of an Activation Notice and subject to the terms of the Intercreditor Agreement (so long as any Term Loans are outstanding), the terms of any Permitted Securitization Intercreditor Agreement (so long as any Permitted Securitization is outstanding) or the terms of any Permitted Secured Indebtedness Intercreditor Agreement (so long as any Permitted Secured Indebtedness is outstanding), all payments made to such Controlled Blocked Accounts or other funds received and collected by the Administrative Agent, the Collateral Agent or any Lender, whether in respect of the Accounts or as proceeds of Inventory shall be treated as payments to the Administrative Agent, the Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the property of the Administrative Agent, the Collateral Agent and Lenders to the extent of the then outstanding applicable Obligations. (d) The applicable bank at which any Controlled Blocked Accounts are maintained shall agree, from and after the receipt of a notice (an “Activation Notice”) from the Collateral Agent (which Activation Notice may, or upon instruction of the Required Lenders, shall, be given by the Collateral Agent at any time during a Cash Dominion Period) pursuant to the applicable Control Agreement, to forward, daily, all amounts in each Controlled Blocked Account to the account with the Collateral Agent (or a financial institution acceptable to the Collateral Agent) designated as the collection account (the “Collection Account”) which shall be under the exclusive dominion and control of the Collateral Agent and which shall not be subject to cash pooling or other similar arrangements. For the avoidance of doubt, provisions of this Section 2.22(d) do not apply to Excluded Accounts. (e) From and after the delivery of an Activation Notice, with respect to all affected Controlled Blocked Accounts, subject to the terms of the Intercreditor Agreement (so long as any Term Loans are outstanding), the terms of any Permitted Securitization Intercreditor Agreement (so long as any Permitted Securitization is outstanding) or the terms of any Permitted Secured Indebtedness Intercreditor Agreement (so long as any Permitted Secured Indebtedness is outstanding), the Collateral Agent shall apply all such funds in the Collection Account on a daily basis to the repayment of the Obligations in accordance with Section 8.02. Notwithstanding the foregoing sentence, after payment in full has been made of the amounts required under Section 8.02, upon the Administrative Borrower’s request and as long as no Event of Default has occurred and is continuing and, so long as the aggregate Revolving Exposure of all Lenders is greater than zero, all other conditions precedent to a Borrowing have been satisfied, any additional funds deposited in the Collection Account shall be released to the Borrowers. (f) The Loan Parties Borrowers, Guarantors and their respective directors, employees, agents and other Affiliates shall promptly deposit (or cause the same to be deposited) any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or Inventory of the Loan Parties which come into their possession or under their control in the applicable Controlled Blocked Accounts, or remit the same (or cause the same to be remitted), in kind, to the Collateral Agent. The Borrowers agree to reimburse the Collateral Agent on demand for any amounts owed or paid to any bank at which a Controlled Blocked Account is established or any other bank or Person involved in the transfer of funds to or from the Controlled Blocked Accounts arising out of the Collateral Agent’s payments to or indemnification of such bank or Person. (g) The Borrowers or the Administrative Borrower shall set up deposit accounts in the United States, in each case, subject to Control Agreements within the time periods specified in Section 2.22(b), into which proceeds of the Revolving Loans shall be disbursed by the Administrative Agent and prior to the Control Agreement Effective Date, shall be disbursed as directed by the Administrative Borrower into the accounts of the Borrowers as specified in writing to the Administrative Agent. (h) Notwithstanding the foregoing, it is expressly acknowledged that it may be impractical for a non-U.S. Loan Party to obtain Concurrent with obtaining a Control Agreement (in favor of the Term Loan Agent over the Term Loan Blocked Reinvestment Account, the Borrowers and Guarantors shall deliver, or cause to be delivered, to the equivalent) from the bank or depositary that maintains its accounts or it may take longer than agreed to obtain Collateral Agent, as “second lien agent”, a Control Agreement (or duly authorized, executed and delivered by the equivalent) in which event bank where the Administrative Agent will act reasonably in extending Term Loan Blocked Reinvestment Account for the time for obtaining such Control Agreement (or the equivalent). For the avoidance benefit of doubt, this Section 2.22 shall be subject to the Agreed Securities PrinciplesHoldings is maintained.

Accounts; Cash Management. The Loan Parties in the United States, Canada, England and Wales, Switzerland, and Germany (aand any other jurisdiction in which a Borrower, Borrowing Base Guarantor or Receivables Seller is located) Each Borrower and each Guarantor (the “Borrowing Base Loan Parties”) shall maintain a cash management system which is reasonably acceptable to the Collateral Administrative Agent (the “Cash Management System”), which shall operate as provided in this Section 2.22; provided that the Cash Management System with respect to accounts located in the United States of America, any State thereof or the District of Columbia in place on the Closing Date shall be deemed reasonably acceptable to the Collateral Agent.follows: (ba) All proceeds of Collateral funds held by the Borrowers or any other Borrowing Base Loan Party (other than funds being collected pursuant to the provisions stated below or identifiable Proceeds of Term Loan Priority Collateralbelow) shall be deposited in one or more bank accounts or securities investment accounts, as set forth on Schedule 2.22(b) or other accounts in form and substance reasonably satisfactory to the Collateral Agent, in each case, Administrative Agent subject to the terms of the applicable Security Agreement and applicable Control Agreements; provided that Control Agreements shall not be required prior to the Control Agreement Effective Date. (cb) The Borrowers Each Borrowing Base Loan Party shall establish and maintain, and shall cause each Guarantor to establish and maintain, at its sole expense, blocked accounts, charged accounts, or lockboxes and related deposit accounts subject to a first priority security interest in favor of the Collateral Agent and a Control Agreement over such account maintained by the financial institutions as described on Schedule 2.22(b) hereto or with such other banks as are acceptable to the Collateral Agent (in each case, “Controlled Blocked Accounts”), which, on the Amendment No. 2 Effective Date, shall consist of the accounts listed as such on Schedule 9.01(b) to Amendment No. 2 and related lockboxes maintained by the financial institutions listed on such schedule (or another financial institution acceptable to Administrative Agent), with such banks as are acceptable to Administrative Agent into which shall not be subject to cash pooling or other similar arrangements with any entity that is not a each Loan Party and shall not be subject to cash pooling or other similar arrangements with any entity organized in a jurisdiction other than the jurisdiction of the United States (with respect to Controlled Accounts of any Loan Party that is a U.S. Entity), Australia (with respect to Controlled Accounts of any Australian Loan Party) or the Netherlands (with respect to Controlled Accounts of any Dutch Loan Party), into which the Borrowers and Guarantors shall promptly deposit and use commercially reasonable efforts to direct their respective Account Debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Revolving Collateral (other than proceeds of a Casualty Event or an Asset Sale that do not require a repayment under Loan Priority Collateral Documents, and subject to the Intercreditor Agreement) in the identical form in which such payments are made, whether by cash, check or other manner and shall be identified and segregated from all other funds of the Loan Parties; provided that notwithstanding anything Parties (except, with regard to accounts located in Europe, to the contrary hereinextent permitted pursuant to the applicable U.K. Security Agreement, all payments on Accounts owned by Swiss Security Agreement, or German Security Agreement, or Control Agreements, or with respect to accounts located in any Dutch other European country, the applicable Control Agreement or other Security Documents applicable thereto). Each Borrowing Base Loan Party and all payments constituting proceeds of Inventory or other Revolving Loan Priority Collateral owned by any Dutch Loan Party shall be deposited into accounts and related lockboxes maintained by the Collateral Agent or another bank acceptable to the Collateral Agent. Notwithstanding the foregoing, the Loan Parties shall be permitted to fund deposit accounts owned by a UK Financing Subsidiary which are subject to a first priority security interest and Control Agreements in favor of the Collateral Agent in such amounts as the Administrative Borrower reasonably deems necessary; provided that the aggregate amount of funds on deposit in deposit accounts owned by a UK Financing Subsidiary shall not exceed amounts payable by such UK Financing Subsidiary in the (ten) 10 Business Day (or longer with the consent of the Administrative Agent) period following the date of such funding. If the Loan Parties elect to fund such accounts for a period longer than ten (10) Business Days with the consent of the Administrative Agent, the Administrative Borrower shall promptly notify the Administrative Agent of the estimated amount of such funding and the Administrative Agent may establish a UK Finance Reserve. The Borrowers and Guarantors shall cause (i) all of the deposit accounts, securities accounts and commodity accounts of the Loan Parties set forth on Schedule 2.22(b) (and each account in substitution or replacement therefor) (which, for the avoidance of doubt, shall not include Excluded Accounts) and (ii) each other deposit account, securities account and commodity account of any Loan Party formed or established after the Closing Date (other than Excluded Accounts) to be subject to Control Agreements and shall deliver, or cause to be delivered, to the Collateral Agent a Control Agreement duly authorized, executed and delivered by each bank where such account a Blocked Account for the benefit of any Borrowing Base Loan Party is maintained; , and, except as provided that in Section 9.01(d), by each bank where any other deposit account of a Borrowing Base Loan Party is from time to time maintained. Each Borrowing Base Loan Party shall further execute and deliver such agreements and documents as Administrative Agent may reasonably require in connection with such Blocked Accounts and such Control Agreements Agreements. No Borrowing Base Loan Party shall not be required prior to the Control Agreement Effective Date. The Borrowers and Guarantors shall not 1125931.03I-XXXXX000000000.05E-CHISR01A - MSW establish any deposit accounts (other than Excluded Accounts) after the Closing Date into which proceeds of Collateral are depositedDate, unless such Borrower Loan Party has given the Administrative Agent 30 days’ (or such Guarantor shorter period as may be determined by the Administrative Agent in its sole discretion) prior written notice of its intention to establish such new account and has complied in full with the applicable provisions of this Section 2.22(c9.01(b) with respect to such deposit accounts. The Borrowers agree that, Each Borrowing Base Loan Party agrees that from and after the delivery of an Activation Notice and subject to the terms of the Intercreditor Agreement (so long as any Term Loans are outstanding), the terms of any Permitted Securitization Intercreditor Agreement (so long as any Permitted Securitization is outstanding) or the terms of any Permitted Secured Indebtedness Intercreditor Agreement (so long as any Permitted Secured Indebtedness is outstandingdefined below), all payments made to such Controlled Blocked Accounts or other funds received and collected by the Administrative Agent, the Collateral Agent or any LenderSecured Party, whether in respect of the Accounts or Accounts, as proceeds of Inventory or other Collateral (subject to the Intercreditor Agreement) or otherwise shall be treated as payments to the Administrative Agent, the Collateral Agent and Lenders Secured Parties in respect of the Secured Obligations and therefore shall constitute the property of the Administrative Agent, the Collateral Agent and Lenders Secured Parties to the extent of the then outstanding applicable ObligationsSecured Obligations and may be applied by the Administrative Agent in accordance with Section 9.01(e). (dc) The With respect to the Blocked Accounts of the U.S. Borrowers and such other Borrowing Base Loan Parties as the Administrative Agent shall determine in its sole discretion, the applicable bank maintaining such Blocked Accounts shall agree to forward daily all amounts in each Blocked Account to one Blocked Account designated as a concentration account in the name listed on Schedule 9.01(b) to Amendment No. 2 (the “Concentration Account”) at which any Controlled Accounts are a bank acceptable to the Administrative Agent that shall be designated as the Concentration Account bank for the Loan Parties (the “Concentration Account Bank”), which, on the Amendment No. 2 Effective Date, shall consist of the accounts listed as such on Schedule 9.01(b) to Amendment No. 2 maintained by the financial institutions listed on such schedule (or other financial institution acceptable to the Administrative Agent). Each Bank providing a Blocked Account shall agreeagree to follow the instructions of the Collateral Agent with regard to each such Blocked Account, including the Concentration Account, including, from and after the receipt of a notice (an “Activation Notice”) from the Collateral Agent (which Activation Notice maymay (or shall, or upon the written instruction of the Required Lenders, shall, ) be given by the Collateral Agent at any time during from and after the occurrence of a Cash Dominion PeriodTrigger Event and prior to a Cash Dominion Recovery Event) pursuant to the applicable Control Agreement, to forwardfollow only the instructions of the Collateral Agent (and not those of any Loan Party) with respect to the Blocked Accounts (including the Concentration Account), daily, including (i) to forward daily all amounts in each Controlled the Concentration Account to the account with the Collateral Agent (or a financial institution acceptable to the Collateral Agent) designated as the collection account (the “Collection Account”) ), which shall be under the exclusive dominion and control of the Collateral Agent (it being understood that, prior to the delivery of an Activation Notice, the respective Loan Parties shall also be authorized to issue instructions with regard to funds in the Concentration Account), and (ii) with respect to the Blocked Accounts to forward all amounts in each Blocked Account to the applicable Collection Account or as the Collateral Agent otherwise directs and to commence the process of daily sweeps from such Blocked Account into the Collection Account or otherwise under Section 9.01 or as the Collateral Agent otherwise directs. (d) Notwithstanding any provision of this Section 9.01 to the contrary, (A) Borrowing Base Loan Parties may maintain zero balance disbursement accounts and accounts used solely to fund payroll, payroll taxes or employee benefits in the ordinary course of business, provided that no Borrowing Base Loan Parties shall accumulate or maintain cash in such accounts as of any date of determination in excess of checks 1125931.03I-XXXXX000000000.05E-CHISR01A - MSW outstanding against such accounts as of that date and amounts necessary to meet minimum balance requirements or Applicable Law and, (B) Borrowing Base Loan Parties may maintain local cash accounts that are not a part of the Cash Management Systems which individually do not at the end of each day in the applicable jurisdiction contain funds in excess of $100,000 and, together with all other such local cash accounts, do not exceed $2,000,000, and (C) the requirements in Section 9.01(a) through (c) as they relate to Blocked Accounts acquired pursuant to a Permitted Acquisition shall not be subject to cash pooling or other similar arrangements. For the avoidance of doubt, provisions of this Section 2.22(d) do not apply to Excluded Accounts5.11(g). (e) From and after the delivery of an Activation Notice, with respect unless an Event of Default has occurred and is continuing (in which event Section 8.03 shall apply) and unless Administrative Agent determines to all affected Controlled Accounts, subject release such funds to the terms of the Intercreditor Agreement (so long as any Term Loans are outstandingBorrowers in accordance with this Section 9.01(e), the terms of any Permitted Securitization Intercreditor Agreement (so long as any Permitted Securitization is outstanding) or the terms of any Permitted Secured Indebtedness Intercreditor Agreement (so long as any Permitted Secured Indebtedness is outstanding), the Collateral Administrative Agent shall apply all funds of a Borrower or Borrowing Base Guarantor organized under the laws of the same jurisdiction of such funds Borrower that are in the or are received into a Collection Account or that are otherwise received under this Section 9.01 by the Administrative Agent or the Collateral Agent (except to the extent constituting Pari Passu Priority Collateral or otherwise not required to be paid pursuant to Section 2.10) on a daily basis to the repayment of (i) first, Fees and reimbursable expenses of the Administrative Agent and the Collateral Agent then due and payable by such Borrower and such Borrowing Base Guarantors; (ii) second, to interest then due and payable on all Loans to such Borrower, (iii) third, Overadvances to such Borrower, (iv) fourth, the Swingline Loans to such Borrower, (v) fifth, Base Rate Loans to such Borrower, pro rata, (vi) sixth, Eurocurrency Loans and EURIBOR Loans to such Borrower, pro rata, together with all accrued and unpaid interest thereon; provided, however, that payments on such Eurocurrency Loans and EURIBOR Loans with respect to which the application of such payment would result in the payment of the principal prior to the last day of the relevant Interest Period shall be transferred to the Cash Collateral Account to be applied to such Eurocurrency Loans or EURIBOR Loans on the last day of the relevant Interest Period of such Eurocurrency Loan or EURIBOR Loan or to the Obligations owing by such Borrower and Borrowing Base Guarantors as they come due (whether at stated maturity, by acceleration or otherwise). After payment in accordance with full has been made of the amounts required under subsections (i)-(vi) in the preceding sentence, all funds in a Collection Account or otherwise received under this Section 8.029.01 (except to the extent not required to be paid hereunder) shall be applied on a daily basis to all amounts described in subsections (i)-(vi) in the preceding sentence owing by any other Loan Parties, in the order set out therein. Notwithstanding the foregoing sentencesentences, after payment in full has been made of the amounts required under Section 8.02subsections (i)-(vi) in the two preceding sentences, upon the Administrative Borrower’s request and as long as no Event of Default has occurred and is continuing and, so long as the aggregate Revolving Exposure of all Lenders is greater than zero, and all other conditions precedent to a Borrowing have been satisfied, any additional funds deposited in the a Collection Account or a Cash Collateral Account shall be released to the Borrowersapplicable Borrowing Base Loan Party. In addition, if consented to by the Administrative Agent or the Required Lenders, such funds in a Cash Collateral Account may be released to the applicable Borrowing Base Loan Party. Notwithstanding the above, if the Administrative Agent has declared the Loans and/or Reimbursement Obligations then outstanding to be forthwith due and payable in whole or in part pursuant to Section 8.01 or if an Event of Default has occurred and is continuing, the Administrative Agent shall apply 1125931.03I-XXXXX000000000.05E-CHISR01A - MSW all funds received in the Collection Account in accordance with Section 8.03. If this Section 9.01(e) applies, the Administrative Agent will use reasonable efforts to cooperate with the Administrative Borrower in structuring the payments under this Section 9.01(e) in a manner that would minimize withholding taxes imposed on such payments. (f) The Each Loan Parties shall promptly deposit (or cause Party following delivery of an Activation Notice shall, acting as trustee for Collateral Agent, receive, as the same to be deposited) property of Collateral Agent for the benefit of the Secured Parties, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts Accounts, Inventory or Inventory of other Collateral (subject to the Loan Parties Intercreditor Agreement) which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the applicable Controlled Blocked Accounts, or remit the same (or cause the same to be remitted), in kind, to the Collateral Agent. The Borrowers agree In no event shall the same be commingled with any Loan Party’s own funds (except, with regard to accounts located in Europe, to the extent permitted pursuant to the applicable U.K. Security Agreement, Swiss Security Agreement, or German Security Agreement, or Control Agreements, or with respect to accounts located in any other European country, the applicable Control Agreement or other Security Documents applicable thereto). Each Loan Party agrees to reimburse the Collateral Agent on demand for any amounts owed or paid to any bank at which a Controlled Blocked Account is established or any other bank or Person person involved in the transfer of funds to or from the Controlled Blocked Accounts arising out of the Collateral Agent’s payments to or indemnification of such bank or Personperson. (g) The Borrowers or With regard to accounts located in Europe, the Administrative Borrower shall Collateral Agent may, in its sole discretion, agree pursuant to the Security Documents to vary the cash management procedures set up deposit accounts forth herein, including as documented in the United Statesapplicable U.K. Security Agreement, Swiss Security Agreement, or German Security Agreement, or Control Agreements, or with respect to accounts located in each caseany other European country, the applicable Control Agreement or other Security Documents applicable thereto) and including, subject to Control Agreements within the time periods specified in Section 2.22(b)6.07, into which proceeds of the Revolving Loans shall be disbursed by the Administrative Agent and prior with regard to the Control Agreement Effective DateCash Pooling Arrangements. To the extent that any Security Document sets forth cash management that varies from this Section 9.01, the applicable Loan Parties shall be disbursed as directed by the Administrative Borrower into the accounts of the Borrowers as specified in writing comply with such Security Documents, and shall comply with this Section 9.01 to the Administrative Agentextent not inconsistent therewith. (h) Notwithstanding the foregoingEach Borrowing Base Loan Party, it is expressly acknowledged that it may be impractical for a non-U.S. and each other Loan Party that is organized in a Principal Jurisdiction, shall, prior to obtain entering into a Control Agreement Permitted German Alternative Financing, a Permitted Novelis Switzerland Financing or a Permitted Customer Account Financing, arrange its cash management system, in a manner reasonably satisfactory to the Administrative Agent, so as to cause its receipts in respect of Accounts that are subject to such a financing or other transaction (or the equivalentreceipts in respect of Accounts generated from Inventory included in such a financing or other transaction) to be to be segregated from the bank or depositary that maintains (and not commingled therewith) receipts of its accounts or it may take longer than agreed to obtain a Control Agreement (or the equivalent) in which event the Administrative Agent will act reasonably in extending the time for obtaining such Control Agreement (or the equivalent). For the avoidance of doubt, this Section 2.22 shall be subject to the Agreed Securities Principlesother Accounts.

Accounts; Cash Management. The Loan Parties in the United States, Canada, England and Wales, Switzerland, and Germany (aand any other jurisdiction in which a Borrower, Borrowing Base Guarantor or Receivables Seller is located) Each Borrower and each Guarantor (the “Borrowing Base Loan Parties”) shall maintain a cash management system which is reasonably acceptable to the Collateral Administrative Agent (the “Cash Management System”), which shall operate as provided in this Section 2.22; provided that the Cash Management System with respect to accounts located in the United States of America, any State thereof or the District of Columbia in place on the Closing Date shall be deemed reasonably acceptable to the Collateral Agent.follows: (ba) All proceeds of Collateral funds held by the Borrowers or any other Borrowing Base Loan Party (other than funds being collected pursuant to the provisions stated below or identifiable Proceeds of Term Loan Priority Collateralbelow) shall be deposited in one or more bank accounts or securities investment accounts, as set forth on Schedule 2.22(b) or other accounts in form and substance reasonably satisfactory to the Collateral Agent, in each case, Administrative Agent subject to the terms of the applicable Security Agreement and applicable Control Agreements; provided that Control Agreements shall not be required prior to the Control Agreement Effective Date. (cb) The Borrowers Each Borrowing Base Loan Party shall establish and maintain, and shall cause each Guarantor to establish and maintain, at its sole expense, blocked accounts, charged accounts, or lockboxes and related deposit accounts subject to a first priority security interest in favor of the Collateral Agent and a Control Agreement over such account maintained by the financial institutions as described on Schedule 2.22(b) hereto or with such other banks as are acceptable to the Collateral Agent (in each case, “Controlled Blocked Accounts”), which, on the Closing Date, shall consist of the accounts listed as such on Schedule 9.01(b) and related lockboxes maintained by the financial institutions listed on such schedule (or another financial institution acceptable to Administrative Agent), with such banks as are acceptable to Administrative Agent into which shall not be subject to cash pooling or other similar arrangements with any entity that is not a each Loan Party and shall not be subject to cash pooling or other similar arrangements with any entity organized in a jurisdiction other than the jurisdiction of the United States (with respect to Controlled Accounts of any Loan Party that is a U.S. Entity), Australia (with respect to Controlled Accounts of any Australian Loan Party) or the Netherlands (with respect to Controlled Accounts of any Dutch Loan Party), into which the Borrowers and Guarantors shall promptly deposit and use commercially reasonable efforts to direct their respective Account Debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Revolving Collateral (other than proceeds of a Casualty Event or an Asset Sale that do not require a repayment under Loan Priority Collateral Documents, and subject to the Intercreditor Agreement) in the identical form in which such payments are made, whether by cash, check or other manner and shall be identified and segregated from all other funds of the Loan Parties; provided that notwithstanding anything Parties (except, with regard to accounts located in Europe, to the contrary hereinextent permitted pursuant to the applicable U.K. Security Agreement, all payments on Accounts owned by Swiss Security Agreement, or German Security Agreement, or Control Agreements, or with respect to accounts located in any Dutch other European country, the applicable Control Agreement or other Security Documents applicable thereto). Each Borrowing Base Loan Party and all payments constituting proceeds of Inventory or other Revolving Loan Priority Collateral owned by any Dutch Loan Party shall be deposited into accounts and related lockboxes maintained by the Collateral Agent or another bank acceptable to the Collateral Agent. Notwithstanding the foregoing, the Loan Parties shall be permitted to fund deposit accounts owned by a UK Financing Subsidiary which are subject to a first priority security interest and Control Agreements in favor of the Collateral Agent in such amounts as the Administrative Borrower reasonably deems necessary; provided that the aggregate amount of funds on deposit in deposit accounts owned by a UK Financing Subsidiary shall not exceed amounts payable by such UK Financing Subsidiary in the (ten) 10 Business Day (or longer with the consent of the Administrative Agent) period following the date of such funding. If the Loan Parties elect to fund such accounts for a period longer than ten (10) Business Days with the consent of the Administrative Agent, the Administrative Borrower shall promptly notify the Administrative Agent of the estimated amount of such funding and the Administrative Agent may establish a UK Finance Reserve. The Borrowers and Guarantors shall cause (i) all of the deposit accounts, securities accounts and commodity accounts of the Loan Parties set forth on Schedule 2.22(b) (and each account in substitution or replacement therefor) (which, for the avoidance of doubt, shall not include Excluded Accounts) and (ii) each other deposit account, securities account and commodity account of any Loan Party formed or established after the Closing Date (other than Excluded Accounts) to be subject to Control Agreements and shall deliver, or cause to be delivered, to the Collateral Agent a Control Agreement duly authorized, executed and delivered by each bank where such account a Blocked Account for the benefit of any Borrowing Base Loan Party is maintained; , and, except as provided that in Section 9.01(d), by each bank where any other deposit account of a Borrowing Base Loan Party is from time to time maintained. Each Borrowing Base Loan Party shall further execute and deliver such agreements and documents as Administrative Agent may reasonably require in connection with such Blocked Accounts and such Control Agreements Agreements. No Borrowing Base Loan Party shall not be required prior to the Control Agreement Effective Date. The Borrowers and Guarantors shall not establish any deposit accounts (other than Excluded Accounts) after the Closing Date into which proceeds of Collateral are depositedDate, unless such Borrower Loan Party has given the Administrative Agent 30 days’ (or such Guarantor shorter period as may be determined by the Administrative Agent in its sole discretion) prior written notice of its intention to establish such new account and has complied in full with the applicable provisions of this Section 2.22(c9.01(b) with respect to such deposit accounts. The Borrowers agree that, Each Borrowing Base Loan Party agrees that from and after the delivery of an Activation Notice and subject to the terms of the Intercreditor Agreement (so long as any Term Loans are outstanding), the terms of any Permitted Securitization Intercreditor Agreement (so long as any Permitted Securitization is outstanding) or the terms of any Permitted Secured Indebtedness Intercreditor Agreement (so long as any Permitted Secured Indebtedness is outstandingdefined below), all payments made to such Controlled Blocked Accounts or other funds received and collected by the Administrative Agent, the Collateral Agent or any LenderSecured Party, whether in respect of the Accounts or Accounts, as proceeds of Inventory or other Collateral (subject to the Intercreditor Agreement) or otherwise shall be treated as payments to the Administrative Agent, the Collateral Agent and Lenders Secured Parties in respect of the Secured Obligations and therefore shall constitute the property of the Administrative Agent, the Collateral Agent and Lenders Secured Parties to the extent of the then outstanding applicable ObligationsSecured Obligations and may be applied by the Administrative Agent in accordance with Section 9.01(e). (dc) The With respect to the Blocked Accounts of the U.S. Borrowers and such other Borrowing Base Loan Parties as the Administrative Agent shall determine in its sole discretion, the applicable bank maintaining such Blocked Accounts shall agree to forward daily all amounts in each Blocked Account to one Blocked Account designated as a concentration account in the name listed on Schedule 9.01(b) (the “Concentration Account”) at which any Controlled Accounts are a bank acceptable to the Administrative Agent that shall be designated as the Concentration Account bank for the Loan Parties (the “Concentration Account Bank”), which, on the Closing Date, shall consist of the accounts listed as such on Schedule 9.01(b) maintained by the financial institutions listed on such schedule (or other financial institution acceptable to the Administrative Agent). Each Bank providing a Blocked Account shall agreeagree to follow the instructions of the Collateral Agent with regard to each such Blocked Account, including the Concentration Account, including, from and after the receipt of a notice (an “Activation Notice”) from the Collateral Agent (which Activation Notice maymay (or shall, or upon the written instruction of the Required Lenders, shall, ) be given by the Collateral Agent at any time during from and after the occurrence of a Cash Dominion PeriodTrigger Event and prior to a Cash Dominion Recovery Event) pursuant to the applicable Control Agreement, to forwardfollow only the instructions of the Collateral Agent (and not those of any Loan Party) with respect to the Blocked Accounts (including the Concentration Account), daily, including (i) to forward daily all amounts in each Controlled the Concentration Account to the account with the Collateral Agent (or a financial institution acceptable to the Collateral Agent) designated as the collection account (the “Collection Account”) ), which shall be under the exclusive dominion and control of the Collateral Agent (it being understood that, prior to the delivery of an Activation Notice, the respective Loan Parties shall also be authorized to issue instructions with regard to funds in the Concentration Account), and which shall not be subject (ii) with respect to cash pooling the Blocked Accounts to forward all amounts in each Blocked Account to the applicable Collection Account or other similar arrangements. For as the avoidance Collateral Agent otherwise directs and to commence the process of doubt, provisions daily sweeps from such Blocked Account into the Collection Account or otherwise under Section 9.01 or as the Collateral Agent otherwise directs. (d) Notwithstanding any provision of this Section 2.22(d9.01 to the contrary, (A) Borrowing Base Loan Parties may maintain zero balance disbursement accounts and accounts used solely to fund payroll, payroll taxes or employee benefits in the ordinary course of business that are not a part of the Cash Management Systems, provided that no Borrowing Base Loan Parties shall accumulate or maintain cash in such accounts as of any date of determination in excess of checks outstanding against such accounts as of that date and amounts necessary to meet minimum balance requirements or Applicable Law and (B) Borrowing Base Loan Parties may maintain local cash accounts that are not a part of the Cash Management Systems which individually do not apply to Excluded Accountsat any time contain funds in excess of $100,000 and, together with all other such local cash accounts, do not exceed $2,000,000. (e) From and after the delivery of an Activation Notice, with respect unless an Event of Default has occurred and is continuing (in which event Section 8.03 shall apply) and unless Administrative Agent determines to all affected Controlled Accounts, subject release such funds to the terms of Borrowers in accordance with the Intercreditor Agreement (so long as any Term Loans are outstanding)following sentence, the terms of any Permitted Securitization Intercreditor Agreement (so long as any Permitted Securitization is outstanding) or the terms of any Permitted Secured Indebtedness Intercreditor Agreement (so long as any Permitted Secured Indebtedness is outstanding), the Collateral Administrative Agent shall apply all funds of a Borrower or Borrowing Base Guarantor organized under the laws of the same jurisdiction of such funds Borrower that are in the or are received into a Collection Account or that are otherwise received under this Section 9.01 by the Administrative Agent or the Collateral Agent (except to the extent constituting Pari Passu Priority Collateral or otherwise not required to be paid pursuant to Section 2.10) on a daily basis to the repayment of (i) first, Fees and reimbursable expenses of the Administrative Agent and the Collateral Agent then due and payable by such Borrower and such Borrowing Base Guarantors; (ii) second, to interest then due and payable on all Loans to such Borrower, (iii) third, Overadvances to such Borrower, (iv) fourth, the Swingline Loans to such Borrower, (v) fifth, Base Rate Loans to such Borrower, pro rata, (vi) sixth, Eurocurrency Loans and EURIBOR Loans to such Borrower, pro rata, together with all accrued and unpaid interest thereon; provided, however, that payments on such Eurocurrency Loans and EURIBOR Loans with respect to which the application of such payment would result in the payment of the principal prior to the last day of the relevant Interest Period shall be transferred to the Cash Collateral Account to be applied to such Eurocurrency Loans or EURIBOR Loans on the last day of the relevant Interest Period of such Eurocurrency Loan or EURIBOR Loan or to the Obligations owing by such Borrower and Borrowing Base Guarantors as they come due (whether at stated maturity, by acceleration or otherwise). After payment in accordance with full has been made of the amounts required under subsections (i)-(vi) in the preceding sentence, all funds in a Collection Account or otherwise received under this Section 8.029.01 (except to the extent not required to be paid hereunder) shall be applied on a daily basis to all amounts described in subsections (i)-(vi) in the preceding sentence owing by any other Loan Parties, in the order set out therein. Notwithstanding the foregoing sentencesentences, after payment in full has been made of the amounts required under Section 8.02subsections (i)-(vi) in the two preceding sentences, upon the Administrative Borrower’s request and as long as no Event of Default has occurred and is continuing and, so long as the aggregate Revolving Exposure of all Lenders is greater than zero, and all other conditions precedent to a Borrowing have been satisfied, any additional funds deposited in the a Collection Account or a Cash Collateral Account shall be released to the Borrowersapplicable Borrowing Base Loan Party. In addition, if consented to by the Administrative Agent or the Required Lenders, such funds in a Cash Collateral Account may be released to the applicable Borrowing Base Loan Party. Notwithstanding the above, if the Administrative Agent has declared the Loans and/or Reimbursement Obligations then outstanding to be forthwith due and payable in whole or in part pursuant to Section 8.01 or if an Event of Default has occurred and is continuing, the Administrative Agent shall apply all funds received in the Collection Account in accordance with Section 8.03. If this Section 9.01(e) applies, the Administrative Agent will use reasonable efforts to cooperate with the Administrative Borrower in structuring the payments under this Section 9.01(e) in a manner that would minimize withholding taxes imposed on such payments. (f) The Each Loan Parties shall promptly deposit (or cause Party following delivery of an Activation Notice shall, acting as trustee for Collateral Agent, receive, as the same to be deposited) property of Collateral Agent for the benefit of the Secured Parties, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts Accounts, Inventory or Inventory of other Collateral (subject to the Loan Parties Intercreditor Agreement) which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the applicable Controlled Blocked Accounts, or remit the same (or cause the same to be remitted), in kind, to the Collateral Agent. The Borrowers agree In no event shall the same be commingled with any Loan Party’s own funds (except, with regard to accounts located in Europe, to the extent permitted pursuant to the applicable U.K. Security Agreement, Swiss Security Agreement, or German Security Agreement, or Control Agreements, or with respect to accounts located in any other European country, the applicable Control Agreement or other Security Documents applicable thereto). Each Loan Party agrees to reimburse the Collateral Agent on demand for any amounts owed or paid to any bank at which a Controlled Blocked Account is established or any other bank or Person person involved in the transfer of funds to or from the Controlled Blocked Accounts arising out of the Collateral Agent’s payments to or indemnification of such bank or Personperson. (g) The Borrowers or With regard to accounts located in Europe, the Administrative Borrower shall Collateral Agent may, in its sole discretion, agree pursuant to the Security Documents to vary the cash management procedures set up deposit accounts forth herein, including as documented in the United Statesapplicable U.K. Security Agreement, Swiss Security Agreement, or German Security Agreement, or Control Agreements, or with respect to accounts located in each caseany other European country, the applicable Control Agreement or other Security Documents applicable thereto) and including, subject to Control Agreements within the time periods specified in Section 2.22(b)6.07, into which proceeds of the Revolving Loans shall be disbursed by the Administrative Agent and prior with regard to the Control Agreement Effective DateCash Pooling Arrangements. To the extent that any Security Document sets forth cash management that varies from this Section 9.01, the applicable Loan Parties shall be disbursed as directed by the Administrative Borrower into the accounts of the Borrowers as specified in writing comply with such Security Documents, and shall comply with this Section 9.01 to the Administrative Agentextent not inconsistent therewith. (h) Notwithstanding the foregoing, it is expressly acknowledged that it may be impractical for a non-U.S. Loan Party to obtain a Control Agreement (or the equivalent) from the bank or depositary that maintains its accounts or it may take longer than agreed to obtain a Control Agreement (or the equivalent) in which event the Administrative Agent will act reasonably in extending the time for obtaining such Control Agreement (or the equivalent). For the avoidance of doubt, this Section 2.22 shall be subject to the Agreed Securities Principles.