Agent shall only be entitled to give an Account Control Notice to each Blocked Account Bank and to exercise exclusive control over all Blocked Accounts and Collection Accounts during a Cash Dominion Period. Upon the issuance of an Account Control Notice by Agent during a Cash Dominion Period, all funds then held and thereafter deposited in Blocked Accounts and Collection Accounts shall immediately become subject to the exclusive control of Agent and property of Agent and applied to the Obligations in accordance with the terms hereof. Agent may maintain the foregoing in effect notwithstanding the waiver or cure of the event or circumstance which caused the Triggering Event; provided that, upon a Satisfaction Event, Agent shall, at the request of any Borrowing Agent, promptly rescind each Account Control Notice, permit Borrowers access to funds on deposit in the Blocked Accounts and Collection Accounts, and cease the daily application of collections to the Obligations until a subsequent Triggering Event occurs.

Dispositions of accounts receivable in connection with the collection or compromise thereof (other than in connection with any financing transaction); and

we will continue to operate the Trust Accounts solely on the instructions of the Collection Account Trustee in its capacity as trustee of the Trust Accounts, holding all amounts in the Trust Accounts on trust for the SPV pursuant to the Declaration of Trust, unless and until:

Section # # Establishment of Secured Accounts. The Securities Intermediary acknowledges and agrees that, at the direction and on behalf of the Secured Party, it has established and is maintaining on its books and records, in the name of the Debtor subject to the lien of the Secured Party, the following: # the securities accounts designated as # the interest collection account (the “Interest Collection Account”) and # the principal collection account (the “Principal Collection Account”) (such Interest Collection Account and Principal Collection Account, together with any replacements thereof or substitutions therefor, the “Collection Account”); # the custodial account designated as the “Custodial Account” (such account, together with any replacements thereof or substitutions therefor, the “Custodial Account”); # the interest reserve account designed as the “Interest Reserve Account” (such account, together with any replacements thereof or substitutions therefor, the “Interest Reserve Account”); # the future funding reserve account designated as the “Future Funding Reserve Account” (such account, together with any replacements thereof or substitutions therefor, the “Future Funding Reserve Account”); # the payment account designated as the “Payment Account” (such account, together with any replacements thereof or substitutions therefor, the “Payment Account”); # the securities account designated the “Lender Collateral Account” (such account, together with any replacements thereof or substitutions therefor, the “Lender Collateral Account”); # the securities accounts designated as the “Closing Expense Account” (such account, together with any replacements thereof or substitutions therefor, the “Closing Expense Account”) and # the Class A-T Funding Account (such account, together with any replacements thereof or substitutions therefor, the “Class A-T Funding Account”, and together with the Collection Account, the Custodial Account, the Interest Reserve Account, the Future Funding Reserve Account, the Payment Account, the Lender Collateral Account and the Closing Expense Account and any sub-accounts of such accounts hereinafter created at the direction of the Collateral Agent, the “Secured Accounts”). The account numbers and designation of the Secured Accounts as of the Closing Date are set forth on [Schedule A].

controlling invoicing, order processing and collection of accounts receivable for the sales of any Product in the Field in the Territory; and

Accounts, the collection of which, Agent, in its Permitted Discretion, believes to be doubtful by reason of the Account Debtor’s financial condition,

materially change any of the Company’s or its Subsidiaries’ cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; or

All cash, Cash Equivalents, and the proceeds of all Collateral shall be deposited directly into either # a lockbox account, dominion account or such other “blocked account” (“Blocked Accounts”) established at a bank or banks (each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such Blocked Account Bank as may be selected by Borrowing Agent and be reasonably acceptable to Agent (which arrangement shall permit Borrowers to access accounts absent a Cash Dominion Period), or # separate lockbox depository accounts (“Collection Accounts”) established at the Agent for the deposit of such cash, Cash Equivalents, and proceeds. Collection Accounts shall be used solely for collections. All disbursements shall be made from separate disbursement accounts established with Agent or as otherwise provided in this [Section 4.15(h)].

From the date upon which you receive such a Revocation Notice the Collection Account Trustee shall no longer have the right to give instructions to you in respect of the operation of, and payments into and out of, the Trust Accounts and you will not act upon any such instructions given by the Collection Account Trustee in respect of the Trust Accounts and will comply with all instructions given to you by the Security Trustee in respect of the operation of, and payments into and out of the Trust Accounts without our further consent.

[Schedule 1] to the English Declaration of Trust (English Collection Accounts) shall be amended in its entirety and replaced with [Annex B] attached hereto.