DEPOSIT ACCOUNT AUTOMATIC SWEEP INVESTMENT INSERT

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

version 1 dated October 5, 2007

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

10[._]Periodic Automatic Sweep Investments.

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

“Sweep Agreement” means a Deposit-related Agreement governing a Sweep Investment.

“Sweep Investment” means a cash management product offered by the Bank to certain classes or groups of its customers, including the Debtor, by which the Bank automatically (i) withdraws all or a portion of the funds inthe DepositAccount on a daily or other periodic basis, (ii) invests the withdrawn funds for the benefit or account of the Debtor in securities directly held by the Bank, in instruments directly held by the Bank, in a securities account for which the Bank is either the entitlement holder or the securities intermediary, or in a deposit account for which the Bank is either the depositary bank’s customer or the depositary bank, (iii) at the end of the investment period, re-deposits to the Deposit Account funds that were withdrawn by the Bank from the Deposit Account and invested in the Sweep Investment, less any loss of funds suffered by the investment and the amount of any Sweep Investment Fees, and (iv) credits to the Deposit Account the amount of any dividend or other return on the investment or interest, if any, earned on the funds in the investment during the specific investment period, all in accordance with the Sweep Agreement governing the Sweep Investment.

“Sweep Investment Fees” means any fees or other charges assessed in accordance with the Sweep Agreement against the Debtor’s interest in the Sweep Investment.

(b)If the Bank is the:

(i)registered owner of securities, or the holder of instruments, of which the Sweep Investment is a component, then the Bank acknowledges that it has registered ownership of the Debtor’s interest in the securities, or holds the Debtor’s interest in the instruments, in each case for the benefit and on behalf of the Secured Party;

(ii)entitlement holder of a securities account, or the customer on a deposit account, of which the Sweep Investment is a component, then the Bank acknowledges that it has control of the Debtor’s interest in the Bank’s security entitlements in the securities account, or that the Bank has control of the Debtor’s interest in the Bank’s rights as customer in the funds in the deposit account, in each case for the benefit and on behalf of the Secured Party;

(iii)securities intermediary maintaining a securities account of which the Sweep Investment is a component, then the Bank will comply, without further consent of the Debtor, with entitlement orders originated by the Secured Party as to the Debtor’s interest in the security entitlements in the securities account; and

(iv)depositary bank maintaining a deposit account of which the Sweep Investment is a component, then the Bank will comply, without further consent of the Debtor, with instructions originated by the Secured Party as to the disposition of the Debtor’s interest in the funds in the deposit account.

(c)The Secured Party hereby originates an entitlement order or instruction directing the Bank to continue, at the end of each investment period of the Sweep Investment, to re-deposit in the Deposit Account funds that were withdrawn by the Bank from the Deposit Account and invested in the Sweep Investment, less any loss of funds suffered by the investment and the amount of any Sweep Investment Fees, together with the amount of the dividend or other return on investment or interest, if any, earned thereon during the investment period, all in accordance with the Sweep Agreement. This entitlement order or instruction may not be amended without the consent of the Bank.

(d)The Bank may continue the Debtor’s participation in the Sweep Investment in accordance with the Sweep Agreement until the Secured Party shall have instructed the Bank to terminate the Debtor’s use of the Sweep Investment [following the Bank’s acting or being required by the terms of this Agreement to act on the Initial Instruction]. However, unless the Bank otherwise shall be instructed by the Secured Party [following the Bank’s acting or being required by the terms of this Agreement to act on the Initial Instruction], the Debtor may at any time terminate the Sweep Agreement and its participation in the Sweep Investment, or the Debtor may replace the Sweep Investment with a different Sweep Investment in which the Debtor participates in accordance with the terms of another Sweep Agreement. The provisions of this subsection shall apply to any replacement Sweep Investment and its Sweep Agreement.

(e)The Secured Party acknowledges that, because of the automated operations of the Sweep Investment, while funds that were withdrawn from the Deposit Account by the Bank are invested in the investment component of the Sweep Investment,the Bank will not be operationally capable of implementing any Disposition Instruction originated by the Secured Party relating to the invested funds, or any other entitlement order or instruction not contained in paragraph (c), until the invested funds, less any loss of funds suffered by the investment and the amount of any Sweep Investment Fees, shall have been re-deposited to the Deposit Account in accordance with the Sweep Agreement.

(f)This subsection does not (i) affect any right of the Bank to terminate the Sweep Investment in accordance with the Sweep Agreement, (ii) impose any duty on the Bank that is not expressly provided in this subsectionor in the Sweep Agreement, or (iii) provide to the Secured Party any right not available to the Debtor under the Sweep Agreement.

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A/1549326.19