Multi-Party Blocked Account Agreement

(c)           The Customer agrees it shall not make any attempt to access the Account or financial assets credited thereto or issue any entitlement order in respect thereof.

2.             Reliance Upon Instructions.  The Customer and the Notice Party, as the case may be, are responsible (severally and not jointly to the extent applicable to it) for, and the Securities Intermediary may rely upon, the contents of any entitlement order or other notice or instructions that the Securities Intermediary reasonably believes in good faith to be from the Customer or Notice Party, as the case may be, without any independent investigation.  To the extent commercially reasonable and consistent with the Securities Intermediary’s current practice, the Securities Intermediary shall have no duty to inquire into the authority of the person in giving such entitlement order, notice or instruction.

3.             Information.  The Securities Intermediary will from time to time provide to Customer information regarding the Account.  For an additional fee, the Securities Intermediary will provide certain duplicate information as may be reasonably requested by the Secured Party.

4.             Financing Documents.  The Securities Intermediary shall not be deemed to have any knowledge (imputed or otherwise) of: (a) any of the terms or conditions of any security agreement or any document referred to therein or relating to any financing arrangement between the Customer and the Secured Party, or any breach thereof, or (b) any occurrence or existence of a default.  The Securities Intermediary has no obligation to inform any person of such breach or to take any action in connection with any of the foregoing, except such actions regarding the Account or the financial assets credited thereto as are specified in this Agreement.  The Securities Intermediary is not responsible for the enforceability or validity of the Security Interests in the Account and the financial assets credited thereto.

5.             Set-Off.  The Customer and the Secured Party authorize the Securities Intermediary to debit the Account, from time to time, for: (a) financial assets credited to the Account, including, without limitation, any automated clearinghouse transactions which are returned for any reason; and (b) any amount then due from the Customer or the Secured Party to the Securities Intermediary under this Agreement or related to the Account, the financial assets credited thereto and the services provided hereunder and the Account, provided the Securities Intermediary advises the Customer and the Secured Party of the amount thereof in accordance with the Securities Intermediary’s then current practice.  Subject to the terms of this Agreement, the Securities Intermediary agrees that each of the Security Interests is superior to any right of set-off, security interest or other lien which the Securities Intermediary might otherwise have in the Account or the financial assets credited thereto.

6.             Rules.  Use of the services provided pursuant to this Agreement is subject to all applicable laws, regulations, rules and funds transfer systems and clearing arrangements, whether or not the Securities Intermediary is a party to them (“Rules”).  Funds will be made available pursuant to the Rules and the Securities Intermediary’s applicable availability policies.

7.             Recording Conversations.  Customer, the Secured Party or the Securities Intermediary may record, store and use all telephone conversations and data transmissions.

8.             Charges and Fees.  The Customer will pay the Securities Intermediary’s charges and fees applicable to this service as specified in writing or as otherwise agreed by the Customer and the Securities Intermediary and such charges and fees may be charged directly against the Account.

9.             Liability.  The Securities Intermediary will be liable only for direct damages if it fails to exercise ordinary care.  The Securities Intermediary shall be deemed to have exercised ordinary care if its action or failure to act is in conformity with general banking usages or is otherwise a commercially

reasonable practice of the banking industry.  The Securities Intermediary shall not be liable for any special, indirect or consequential damages, even if it has been advised of the possibility of such damages.

10.           Indemnification.  The Customer agrees to indemnify the Securities Intermediary for, and hold the Securities Intermediary harmless from, all claims, demands, losses, liabilities and expenses, including reasonable legal fees and expenses, resulting from or with respect to this Agreement, the Account, the financial assets credited thereto and the services provided hereunder, including, without limitation: (a) any action taken, or not taken, by the Securities Intermediary in regard thereto in accordance with the terms of this Agreement; (b) financial assets credited to the Account, including, without limitation, any automated clearinghouse transactions, which are returned for any reason, and any adjustments; and (c) any failure of the Customer to pay any invoice or charge of the Securities Intermediary for services in respect to this Agreement, the Account, the financial assets credited thereto or any amount owing to the Securities Intermediary from the Customer with respect thereto or to the service provided hereunder, except to the extent such claims, demands, losses, liabilities and expenses are caused by the gross negligence or wilful misconduct of the Securities Intermediary.  To the extent of such indemnity, the Customer and the Secured Party agree that the Securities Intermediary shall have set-off rights against the Account.  The Notice Party agrees to reimburse the Securities Intermediary for any amounts described in subsections (b) and (c) of this Section in the event and to the extent that there are insufficient funds in the Account to cover any amounts described in subsections (b) and (c) of this Section after receiving notice from the Notice Party pursuant to Section 1, solely to the extent of the amounts received by the Notice Party from the Account within ten (10) days prior to such notice by Securities Intermediary giving notice.  Any amount due under this indemnity that remains unpaid for thirty (30) days after notice hereof shall bear interest at the federal funds rate from the date of the notice to the date of payment.  This indemnity shall survive the termination of this Agreement.

11.           Failure to Perform.  None of the Customer, Secured Party or the Securities Intermediary will be liable for any failure to perform its obligations when the failure arises out of causes beyond its control, including, without limitation, an act of a governmental regulatory/authority, an act of God, accident, equipment failure, labor disputes or system failure, provided it has exercised such diligence as the circumstances require.  As between Customer and Secured Party, if any conflict exists between this Section 11 and any of the security agreements referred to in the recitals hereto, the provisions of such security agreement shall govern.

12.           Governing Law