(For Optional Use to Be Inserted in Section 10 of Part B of the Deposit Account Control

LOCK BOX INSERT

(for optional use to be inserted in Section 10 of Part B of the Deposit Account Control Agreement)

version 1 dated January 25, 2007

available from the American Bar Association’s Business Law Section at

10.[_]Lock Box Arrangements.

(a)In this subsection, the following terms have the following meanings:

“Lock Box” means the lock box arrangement associated with the Deposit Account, or, if there is more than one lock box arrangement, the lock box arrangements, individually and collectively, associated with the Deposit Account and for which in each case the Bank or its agent has the rights of access and direction, as identified below:

Bank’s Identifying Number / Associated Deposit Account

“Lock Box Agreement” means the agreement between the Bank and the Debtor governing the Lock Box and the services to be provided by the Bank to the Debtor in connection therewith.

In addition, all references in this subsection to checks and other items and correspondence received by the Bank for the Lock Box refer to checks and other items and correspondence received by the Bank for the Debtor’s account.

(b)The Bank will pick up and thereafter process the checks and other items and correspondence received by the Bank for the Lock Box, including depositing only to the associated Deposit Account as specified above the checks and other items of payment, all in accordance with the Lock Box Agreement.

(c)The Bank will not comply with any instructions from the Debtor regarding the checks or other items received by the Bank for the Lock Box. However, the Bank may, if so provided under the Lock Box Agreement, comply with the Debtor’s instructions as to dealing with routine check processing matters, such as the handling of full payment checks, not sufficient funds checks and the like, unless, for items and correspondence to be sent to the Debtor, the Outside Time has occurred, the Secured Party has instructed the Bank to send the items and correspondence to the Secured Party and the Bank has had a reasonable period of time to act thereon.

(d)All references in this Agreement to the Deposit-related Agreements include the Lock Box Agreement. A reference to the Deposit Account in the definition of “Order or Process” and in Sections 4(a)(iii), 5(b)(ii), 8 and 9(a) of the General Terms includes a reference to the Lock Box. [Sections 9(b) and (c) of the General Terms apply to the checks and other items received by the Bank for the Lock Box, and not at the time already deposited to the Deposit Account, as of the date of any termination of this Agreement by the Bank pursuant to Section9(a)(ii)(C) of the General Terms as if the items were funds in the Deposit Account.]

[(e)Upon the termination of this Agreement by the Bank, the Bank will follow the procedures set forth in this paragraph (e) for a period of [30-60] days following the termination of this Agreement or for such shorter period of time as the Secured Party specifies in instructions to the Bank (the “Post-Termination Period”). During the Post-Termination Period, the Bank will forward to the Secured Party all checks and other items or correspondence received by the Bank for the Lock Box, including checks and other items received by the Bank for the Lock Box as of the termination of this Agreement by the Bank and not at the time already deposited to the Deposit Account. The Secured Party will pay to the Bank any fees customarily charged by the Bank, and will reimburse the Bank for any out of pocket costs or expenses incurred by the Bank, in maintaining the Lock Box and forwarding the checks and other items and correspondence during the Post-Termination Period. The Bank reserves the right to condition its maintenance of the Lock Box and forwarding of the checks and other items and correspondence on the Secured Party making such payments and reimbursements to the Bank in advance. Notwithstanding the termination of this Agreement, Section4 of the General Terms will apply with respect to the Bank’s acts and omissions under this paragraph (e).]

[(e)][(f)]Any checks or other items or correspondence forwarded to the Secured Party by the Bank pursuant to this Agreement will be forwarded in the form received, without the Bank supplying any indorsements for the checks or other items. [All correspondence forwarded to the Secured Party by the Bank pursuant to paragraph (e) will be forwarded unopened inclusive of any items contained in the correspondence.]

1

BUSDOCS/1528660.12