DEPOSIT
      ACCOUNT CONTROL AGREEMENT




Executed
      and Delivered as of February __, 2008




PARTIES




This
      Agreement is among the persons signing this Agreement as the “ *Secured
      Party* ”,
      the
“ *Debtor* ”
and
      the
“ *Bank* ”.




BACKGROUND




The
      Debtor is the Bank’s customer with respect to one or more deposit accounts
      identified by the account numbers specified below (individually and
      collectively, as re-numbered and including any funds in the account or accounts,
      the " *Deposit
      Account* ").
      The
      Debtor has granted the Secured Party a security interest in the Deposit
      Account *.* The
      Debtor is requesting that the Bank enter into this Agreement *.* The
      Bank
      is willing to do so upon the terms contained in this Agreement.




This
      Agreement includes the General Terms, the Specific Terms and the Exhibit, each
      as defined or referred to below.




AGREEMENTS




A.  General
      Terms *.* This
      Agreement is subject to the General Terms for Deposit Account Control Agreement
      (the “ *General
      Terms* ”),
      attached herewith as Attachment B. The General Terms are incorporated in this
      Agreement by reference and without modification except as may be provided in
      Section 10 of the Specific Terms.





B.  Specific
      Terms .
      The
      following terms (the “ *Specific
      Terms* ”)
      complete, supplement or modify the General Terms:





1.  Deposit
      Account *(see
      “Background” above)* .
      The
      following deposit account(s) comprise the Deposit Account:








2.  Business
      Day *(see
      definition of “Business Day” in Section 1 of the General
      Terms)* :





A
      day
      will not be considered as a “Business Day” if commercial banks in **Buffalo,
      New York** are
      closed on that day.





3.  Outside
      Time *(see
      definition of “Outside Time” in Section 1 of the General
      Terms)* :





The
      Outside Time is to be based on a period of two Business Days.








4.  Disposition
      of less than all or multi-disposition of funds *(see
      Section 4(a)(ii)(E) of the General Terms)* :





A
      Disposition Instruction originated by the Secured Party must be for a
      disposition of all of the funds, and must require that the funds be sent to
      a
      single recipient.





5.  Reimbursement
      Claim Period *(see
      Section 6(b) of the General Terms)* :





The
      number of days following the termination of the Agreement in which a
      reimbursement claim must be made against the Secured Party under Section 6(b)
      of
      the General Terms is 90.





6.  Electronic
      Records *(see
      definition of “writing” in Section 1 of the General Terms)* :





The
      parties do not permit a writing to include an electronic record and do not
      permit communications by email.





7.  Governing
      Law *(see
      Section 13(a) of the General Terms)* :





The
      jurisdiction whose law governs this Agreement is **the
      State of New York** .





8.  Bank’s
      Jurisdiction for UCC Purposes *(see
      Section 13(b) of the General Terms)* :





The
      Bank’s jurisdiction for purposes of part 3 of UCC Article 9 is **the
      State of New York** .





9.  Delivery
      of Executed Copy *(see
      Part D)* :





The
      delivery of an executed copy of this Agreement may not be made by a form of
      electronic transmission other than facsimile.





10.  Additional
      Provisions *(see
      Section 12(b) of the General Terms)* :





The
      following provisions modify or supplement the General Terms:




Time
      Deposit




(a)  Initial
      Block




The
      Bank
      will not comply with the Debtor’s Disposition Instructions. All references in
      the General Terms to the Outside Time shall instead be to the Agreement Date.
      This Agreement is amended to delete the Exhibit and all references to the
      Initial Instruction and the Exhibit.




2




(b)  Non-Demand
      Deposit Account






(i)  The
      words
“demand deposit accounts” in the first sentence of the first paragraph in the
“Background” section of the Specific Terms are deleted and replaced with
“deposit accounts”.






(ii)  Section
      7(ii) of the General Terms is deleted and replaced with the following: “(ii)
      maintains, in the ordinary course of the Bank’s business, the Deposit Account as
      a time, savings, passbook, or similar account not payable on demand,
      and”.






(c)  Other
      Matters




(i)  Any
      early
      withdrawal penalties as provided in the relevant Deposit-related Agreement
      resulting from withdrawal of funds from the Deposit Account prior to its
      maturity date shall be included as a charge permitted by Section 5(b) of the
      General Terms.





(ii)  This
      clause (ii) is subject to clause (iii) or (iv) of this paragraph (c). The Bank
      agrees that, absent any contrary Disposition Instruction originated by the
      Secured Party and received by the Bank within the time period provided in the
      relevant Deposit-related Agreement, or if not so provided, a reasonable time
      for
      the Bank to act thereon prior to the maturity date of the Deposit Account,
      the
      Deposit Account, together with all interest earned thereon, will automatically
      renew and be reinvested for the same period of time as was most recently
      applicable to the then maturing Deposit Account. If that period is unavailable,
      then the Deposit Account, together with all interest earned thereon, will
      automatically renew for such period as provided in the relevant Deposit-related
      Agreement, and if not so provided, then for such period of time as is in
      accordance with the Bank’s customary practice.





(iii)
      o If
      this
      box is checked and the following line is filled in, then the Deposit Account,
      together with all interest earned thereon, shall automatically renew and be
      reinvested for a ____________ period, notwithstanding clause (ii) of this
      paragraph (c).




(iv)
      o If
      this
      box is checked, the Secured Party directs that the disposition of the interest
      earned on the Deposit Account (but not the principal) as of any maturity date
      shall be made as directed by the Debtor, absent another Disposition Instruction
      from the Secured Party.




(v)  If,
      upon
      maturity, the renewal of the Deposit Account results in the creation of a new
      account, the term “Deposit Account” shall thereafter include the new
      account.





If
      no
      provisions are inserted above in this Section 10, then there are no
      modifications to or supplements of the General Terms.





C.  Exhibit .
      The
      parties have completed and attach hereto the Exhibit to be used as the form
      of
      the Initial Instruction.





3


D.  Single
      Agreement; Counterparts .
      The
      General Terms, the Specific Terms and the Exhibit shall be read and construed
      together with the other provisions of this Agreement as a single agreement.
      Delivery of executed copies of this Agreement may be made by facsimile. This
      Agreement may be executed in counterparts, each of which shall constitute an
      original and all of which collectively shall constitute a single
      agreement.




[remainder
      of page intentionally left blank]









4




SIGNATURES


Debtor:




Nutrition
      21, Inc.









By:___________________________


Name:


Title:


Address:




Attention:


Telephone
      Number (for information only):


Facsimile
      Number:







Secured
      Party:




Gerber
      Finance, Inc.









By:___________________________


Name:


Title:


Address:




Attention:


Telephone
      Number (for information only):


Facsimile
      Number:




5





Bank:




HSBC
      Bank
      USA, National Association









By:___________________________


Name:
      Bruce Wicks


Title:  
      First Vice President


Address
      for Notice: Legal Paper Processing, One HSBC Center, 12 th Floor,
      Buffalo, NY 14203




Telephone
      Number (for information only): 716-841-1349


Facsimile
      Number: 716-841-7651





6








Exhibit





[LETTERHEAD
      OF THE SECURED PARTY]





DEPOSIT
      ACCOUNT CONTROL AGREEMENT





INITIAL
      INSTRUCTION





[Date]








HSBC
      Bank
      USA, National Association


One
      HSBC
      Center


Buffalo,
      NY 14203





Attention:  Legal
      Paper Processing, 12 th Floor





Ladies
      and Gentlemen:





This
      is
      the Initial Instruction as defined in the Deposit Account Control Agreement
      dated _______ __, 20__, among you, us and [Debtor] (the “ *Debtor* ”)
      (as
      currently in effect , the “ *Control
      Agreement* ”).
      A
      copy of the Control Agreement as fully executed is attached. Capitalized terms
      used in this Initial Instruction have the meanings given them in the Control
      Agreement





This
      Initial Instruction directs the Bank no longer to comply with the Debtor’s
      Disposition Instructions.





[As
      an
      included Disposition Instruction, we direct you to send the funds in the Deposit
      Account to us by the method and at the address indicated below. We recognize
      that, as a condition to your complying with this Disposition Instruction and
      to
      the extent that we have not already done so, we must provide to you evidence
      reasonably required by you as to the authority of the person giving this
      Disposition Instruction to act for us. We also recognize that your obligation
      to
      comply with this Disposition Instruction is subject to the other provisions
      of
      Section 4(a)(ii) of the General Terms.]





Funds
      transfer instructions:





Receiving
      bank: _____________________________________________.





ABA
      routing number for domestic wire:________________________.





ABA
      routing number for ACH transaction:_____________________.





7


International:
      Swift Code No. ________________________________.





Reference
      details:____________________________________________.]





Very
      truly yours,








[SECURED
      PARTY]








By:______________________





Title:____________________








8




Attachment  B






GENERAL
      TERMS FOR DEPOSIT ACCOUNT CONTROL AGREEMENT






1.  Definitions
      and Rules of Interpretation *.* In
      this
      Agreement (a) terms defined in the UCC and not otherwise defined in this
      Agreement have the same meanings in this Agreement as in the UCC *,* (b)
      the
      rules of interpretation in Article 1 of the UCC apply to the interpretation
      of
      this Agreement and (c) the term “or” is not exclusive. Unless otherwise stated,
      section references are to sections of these General Terms. In addition, the
      following terms in this Agreement have the following meanings or
      interpretations:




This
      “ *Agreement* ”
means
      the Deposit Account Control Agreement dated the Agreement Date among the Secured
      Party, the Debtor and the Bank. The Deposit Account Control Agreement includes
      these General
      Terms (incorporated by reference), the Specific
      Terms and the Exhibit read and
      construed together as a single agreement.




“ *Agreement
      Date* ”
means
      the date set forth at the beginning of this Agreement as the date as of which
      this Agreement was executed and delivered by the parties.




An
      “ *address* ”
      includes the person or persons or department of the Bank on an “attention” line.




“ *Bank* ”
means
      the organization signing this Agreement as the Bank.




“ *Business
      Day* "
      means:




(i)
      for
      communications to the Bank, a day other than a day (A) that is not a “business
      day” as defined in Federal Reserve Board Regulation CC, 12 CFR Part 229, (B) on
      which the office, branch or department of the Bank specified as the Bank’s
      address in the Exhibit is
      closed, or (C) on which commercial banks are closed in the city or cities set
      forth in the Specific
      Terms ;
      and




(ii)
      for
      communications to any other party, a day, other than a Saturday or Sunday,
      on
      which the other party is open for business at the location to which the
      communication is sent.




“ *Claim* ”
means
      a
      claim, loss, cost or expense, and includes out-of-pocket or allocable internal
      legal fees and expenses incurred in bringing or defending a claim.




A
      “ *communication* ”
      includes the Initial Instruction, a Disposition Instruction or a
      notice.




“ *Debtor* ”
means
      the person signing this Agreement as the Debtor.




“ *Deposit
      Account* ”
has
      the
      meaning set forth in the “Background” of this Agreement. The Deposit Account is
      identified in Section 1 of the Specific
      Terms .




“ *Deposit-related
      Agreements* ”
means,
      collectively, the deposit account agreement and any other agreements between
      the
      Bank and the Debtor governing the Deposit Account and any cash management or
      similar services provided by the Bank to the Debtor in connection with the
      Deposit Account.




“ *Disposition
      Instruction* ”
means
      an instruction to the Bank directing the disposition of the funds in the Deposit
      Account.




*“Exhibit”* means
      the Exhibit referred
      to in Part C of and attached to this Agreement as the form to be used as the
      Initial Instruction.




“ *Initial
      Instruction* ”
means
      the first instruction to the Bank originated by the Secured Party directing
      that
      the Bank no longer comply with the Debtor’s Disposition Instructions. The
      Initial Instruction may also contain a Disposition Instruction originated by
      the
      Secured Party.




“ *Order
      or Process* ”
means
      an order, judgment, decree or injunction, or a garnishment, restraining notice
      or other legal process, directing, or prohibiting or otherwise restricting,
      the
      disposition of the funds in the Deposit Account.




B-9


" *Outside
      Time* "
      means,
      unless an earlier Outside Time is stated in the Specific
      Terms ,
      the
      opening of business on the second Business Day after the Business Day on which
      the Initial Instruction in substantially the form of the Exhibit is
      actually received at the address for the Bank specified in the Exhibit .
      If the
      Initial Instruction is actually received at that address after 12:00 noon,
      local
      time, at that address, then in determining the Outside Time, the Initial
      Instruction will be considered to have been actually received on the following
      Business Day.




“ *Secured
      Party* ”
means
      the person signing this Agreement as the Secured Party, whether the person
      is
      acting in a representative capacity or otherwise.




*“Specific
      Terms”* means
      the
      terms contained in Part B of this Agreement.




“ *UCC* ”
means
      the Uniform Commercial Code of the jurisdiction whose law governs this Agreement
      or, if relevant to any matter other than the meaning of a defined term, the
      Uniform Commercial Code of the jurisdiction whose law applies to the matter
      under the choice of law rules of the jurisdiction whose law governs this
      Agreement.




A
      “ *writing* ”
means
      a
      tangible writing, including a facsimile and, if the Specific
      Terms permit,
      an electronic record; “ *written* ”
refers
      to a communication in the form of a writing.




2.  The
      Debtor’s Dealings with the Deposit Account *.*




(a)  Except
      as
      provided in Section 2(b), the Bank may comply with the Debtor’s Disposition
      Instructions in accordance with the Deposit-related Agreements *.*




(b)  The
      Bank
      will not comply with the Debtor’s Disposition Instructions after the Outside
      Time. In its discretion the Bank may cease complying with the Debtor’s
      Disposition Instructions at an earlier time as permitted by Section
      4(a)(iv).




3.  The
      Secured Party’s Right to Give Instructions as to the Deposit
      Account *.* The Bank
      will comply with the Initial Instruction, and with any Disposition Instructions
      originated by the Secured Party, in each case (i) without the Debtor’s further
      consent, and (ii) even if following the instruction results in the dishonoring
      by the Bank of items presented for payment from the Deposit Account or the
      Bank
      otherwise not complying with the Debtor’s Disposition Instructions. The Initial
      Instruction may not be rescinded or otherwise modified without the Bank’s
      consent.




4.  Exculpation
      of the Bank *.*





(a)  Notwithstanding
      the Bank’s agreements in Sections 2 and 3, the Bank will not be liable to any
      other party for:




(i)  either
      failing to follow an Initial Instruction that (A) is not in the form of the Exhibit ,
      (B)
      does not specify the address to which the Initial Instruction was to have been
      sent, (C) is not otherwise completed, or (D) does not have attached to it a
      copy
      of this Agreement as fully executed or, as a result of any such defect in the
      Initial Instruction, continuing to comply with the Debtor’s Disposition
      Instructions;




(ii)  failing
      to follow a Disposition Instruction originated by the Secured Party (A) before
      the Outside Time, (B) that requires the disposition of the funds in the Deposit
      Account by a method not available to the Debtor under the Deposit-related
      Agreements, (C) that the Bank determines would result in the Bank’s failing to
      comply with a statute, rule or regulation, or an Order or Process, binding
      upon
      the Bank, (D) that requires the disposition of funds that are not immediately
      available in the Deposit Account, (E) that, unless otherwise set forth in the Specific
      Terms ,
      directs
      the disposition of less than all the funds in the Deposit Account or directs
      that the funds be sent to more than one recipient, or (F) for which the Bank
      has
      not received evidence reasonably required by the Bank as to the authority of
      the
      person giving the Disposition Instruction to act for the Secured
      Party;




(iii)  complying
      with the Debtor’s Disposition Instructions, or otherwise completing a
      transaction involving the Deposit Account, that the Bank or an affiliate had
      started to process before the Outside Time; or




B-10


(iv)  after
      the
      Bank becomes aware that the Secured Party has sent the Initial Instruction,
      but
      before the Outside Time, complying with the Initial Instruction or a Disposition
      Instruction originated by the Secured Party, notwithstanding any fact or
      circumstance and even if the Initial Instruction (A) has not been actually
      received at the address specified in the Exhibit ,
      (B)
      fails to have attached to it a copy of this Agreement as fully executed, or
      (C)
      is not completed or otherwise fails to be in the form of Initial Instruction
      set
      forth on the Exhibit .




(b)  The
      Bank
      will not be liable to any other party for:




(i)  wrongful
      dishonor of any item as a result of the Bank following the Initial Instruction
      or any Disposition Instruction originated by the Secured Party,




(ii)  failing
      to comply or delaying in complying with the Initial Instruction, any Disposition
      Instruction or any provision of this Agreement due to a computer malfunction,
      interruption of communication facilities, labor difficulties, act of God, war,
      terrorist attack, or other cause, in each case beyond the Bank’s reasonable
      control,




(iii)  any
      other
      Claim, except to the extent directly caused by the Bank’s gross negligence or
      willful misconduct, or




(iv)  any
      indirect, special, consequential or punitive damages.




(c)  The
      Bank
      will have no fiduciary duties under this Agreement to any other party, whether
      as trustee, agent, bailee or otherwise *.* The
      Bank
      will have no duties to the Secured Party except as expressly set forth in this
      Agreement *.* The
      Bank
      will have no duty to inquire into or determine the existence or enforceability
      of the Debtor’s obligations to the Secured Party or whether, under any separate
      agreement between the Debtor and the Secured Party, the Debtor’s obligations to
      the Secured Party are in default, the Debtor may originate a Disposition
      Instruction or the Secured Party may originate the Initial Instruction or any
      Disposition Instruction.




5.  The
      Bank’s Recourse to the Deposit Account *.*




(a)  Except
      for amounts referred to in Section 5(b), the Bank (i) subordinates any security
      interest, lien or other encumbrance against the Deposit Account to the Secured
      Party's security interest and (ii) will not exercise any right of recoupment,
      setoff or debit against the Deposit Account *.* This
      subordination will not apply to any security interest that the Bank has in
      an
      item under UCC Article 4 as a collecting bank.






(b)  Notwithstanding
      Section 5(a), and regardless of any agreement of the Debtor to compensate the
      Bank by means of balances in the Deposit Account, the Bank may charge the
      Deposit Account, to the extent permitted by any of the Deposit-related
      Agreements or applicable law, for:




(i)
      the
      face amount of a check, draft, money order, instrument, wire transfer of funds,
      automated clearing house entry, credit from a merchant card transaction, other
      electronic transfer of funds or other item (A) deposited in or credited to
      the
      Deposit Account, whether before or after the Agreement Date, and returned unpaid or
      otherwise uncollected or subject to an adjustment entry, whether for
      insufficient funds or for any other reason and without regard to the timeliness

      of the return or adjustment or the occurrence or timeliness of any other
      person’s notice of nonpayment or adjustment ,
      (B)
      subject to a claim against the Bank for breach of transfer, presentment,
      encoding, retention or other warranty under Federal Reserve Regulations or
      Operating Circulars, clearing house rules, the UCC or other applicable law,
      or
      (C) for a merchant card transaction, against which a contractual demand for
      chargeback has been made;




(ii)
      normal service charges or fees payable to the Bank in connection with the
      Deposit Account or any related services;




(iii)
      any
      adjustments or corrections of any posting or encoding errors; and




(iv)
      reimbursements for out-of-pocket or allocable internal legal fees and expenses
      in connection with the negotiation, administration or enforcement of this
      Agreement by the
      Bank.




B-11


6.  Indemnification
      and Reimbursement .




(a)  The
      Debtor indemnifies the Bank against all Claims incurred, sustained or payable
      by
      the Bank arising out of this Agreement except to the extent directly caused
      by
      the Bank’s gross negligence or willful misconduct.




(b)  The
      Secured Party agrees to reimburse the Bank for any charge against the Deposit
      Account under Section 5(b) for which there were insufficient funds in the
      Deposit Account to satisfy the charge *.* Such
      reimbursement will be limited to the aggregate amount transferred from the
      Deposit Account as a result of the Bank’s acting upon Disposition Instructions
      originated by the Secured Party or pursuant to Section 9(b). Any demand by
      the
      Bank for reimbursement must be made within the number of days after the
      termination of this Agreement set forth in the Specific
      Terms *.* The Bank
      may not make a Claim for reimbursement under this subsection unless (i) the
      Debtor fails to satisfy the Claim within 15 days after the Bank makes a demand
      on the Debtor under Section 6(a) or (ii) the Bank is enjoined, stayed or
      prohibited by operation of law from making the demand on the
      Debtor.




(c)  The
      Secured Party’s reimbursement obligations under Section 6(b) will not apply to
      (i) a charge for reimbursement of or indemnification for any out-of-pocket
      or
      allocable internal legal fees and expenses incurred by the Bank in connection
      with any claim or defense by the Bank against the Secured Party relating to
      this
      Agreement or (ii) the amount of any loss incurred by the Bank to the extent
      directly caused by the Bank’s gross negligence or willful misconduct *.* If
      the
      Bank satisfies any Claim against the Debtor referred to in the foregoing clause
      (i) by charging the Deposit Account, the amount of the Secured Party’s maximum
      liability for reimbursement obligations under Section 6(b) will be reduced
      by
      the amount of the Claim so satisfied.




(d)  If
      the
      Secured Party fails to reimburse the Bank for any amount under Section 6(b),
      the
      Secured Party will pay the Bank’s out-of-pocket or allocable internal legal fees
      and expenses in collecting from the Secured Party the amount
      payable.




(e)  The
      Secured Party indemnifies the Bank against all other Claims incurred, sustained
      or payable by the Bank arising from the Bank following an Initial Instruction
      or
      a Disposition Instruction originated by the Secured Party, or from the Bank’s
      remittance of funds pursuant to Section 9(b), except to the extent directly
      caused by the Bank’s gross negligence or willful misconduct *.*




7.  Representations
      and Warranties; Agreements with Other Persons *.* The
      Bank
      represents and warrants to the Secured Party that the Bank (i) is an
      organization engaged in the business of banking, (ii) maintains the Deposit
      Account as a demand deposit account or accounts in the ordinary course of the
      Bank’s business and (iii) has not entered into any currently effective agreement
      with any person under which the Bank may be obligated to comply with Disposition
      Instructions originated by a person other than the Debtor or the Secured
      Party *.* The
      Bank
      will not enter into any agreement with any person under which the Bank may
      be
      obligated to comply with Disposition Instructions originated by a person other
      than the Debtor or the Secured Party.




8.  Deposit
      Account Information .
      If the
      Secured Party so requests, to the extent that the Bank has the operational
      ability to do so, the Bank will provide to the Secured Party, whether by
      Internet access or otherwise, a copy of each periodic account statement relating
      to the Deposit Account ordinarily furnished by the Bank to the
      Debtor *.* The
      Bank’s liability for failing to provide the account statement will not exceed
      the Bank’s cost of providing the statement. The Debtor authorizes the Bank to
      provide to the Secured Party, whether by Internet access or otherwise, any
      other
      information concerning the Deposit Account that the Bank may agree to provide
      to
      the Secured Party at the Secured Party’s request.




9.  Termination;
      Closure of the Deposit Account .




(a)  Neither
      the Debtor nor the Bank will close the Deposit Account prior to termination
      of
      this Agreement. This Agreement may not be terminated by the Debtor except by
      a
      notice to the Bank given jointly by the other parties. This Agreement may be
      terminated (i) by the Secured Party at any time by notice to the other parties
      and (ii) by the Bank (A) immediately upon notice to the other parties if the
      Bank becomes obligated to terminate this Agreement or to close the Deposit
      Account under any statute, rule or regulation, or any Order or Process, binding
      upon the Bank, (B) upon five Business Days’ notice to the other parties if any
      other party is in material breach of any of the Deposit-related Agreements
      or
      this Agreement, and (C) otherwise upon 30 days’ notice to the other
      parties.




B-12


(b)  If
      the
      Bank terminates this Agreement pursuant to clause (A) of Section 9(a)(ii),
      the
      Bank will remit any funds in the Deposit Account on the date of termination
      (i)
      at the direction of the Secured Party if the direction is received by the Bank
      prior to the date of termination of this Agreement or (ii) if no such direction
      is received by the Bank prior to such date, by check mailed to the address
      of
      the Secured Party for receiving communications under this Agreement. If the
      Bank
      terminates this Agreement pursuant to clause (B) or (C) of Section 9(a)(ii),
      the
      Bank will remit any funds in the Deposit Account on the date of termination
      at
      the direction of the Secured Party only if the direction is received by the
      Bank
      prior to the date of termination of this Agreement. Any obligation of the Bank
      to remit any funds to or at the direction of the Secured Party under this
      subsection is subject to clauses (B) through (F) of Section
      4(a)(ii).




(c)  Except
      as
      provided in Section 9(b) and in any event if the Secured Party has communicated
      to the Bank that the Secured Party does not wish to receive or direct the
      disposition of the funds, the Secured Party will not receive from the Bank
      any
      remittance of funds from the Deposit Account upon termination of this Agreement
      by the Bank.




(d)  The
      termination of this Agreement will not affect any rights created or obligations
      incurred under this Agreement before the termination *.* Sections
      4 and 6 will survive the termination of this Agreement for actions taken or
      omitted before the termination *.* Sections
      9(b) and (c) will survive the termination of this Agreement, and Section 5
      will
      survive the termination of this Agreement solely for any funds to be remitted
      to
      or at the direction of the Secured Party pursuant to Section 9(b).




10.  Communications *.*




(a)  All
      communications under this Agreement must be in writing and must be delivered
      by
      hand or overnight courier service, mailed by certified or registered mail,
      or
      sent by facsimile to the party addressee *.* If
      the Specific
      Terms permit a
      writing to include an electronic record, a communication, other than the Initial
      Instruction, may be sent by email.




(b)  For
      a
      communication under this Agreement to be effective, it must be received (i)
      for
      the Initial Instruction, at the Bank’s address specified on the Exhibit and (ii)
      in all other cases, at the party’s address indicated below the party’s signature
      to this Agreement, in each case subject to any change in address provided in
      Section 10(c). Receipt of the Initial Instruction does not occur until it is
      received by the person or persons or department specified on the “attention”
line on the Exhibit .
      If more
      than one person is specified, receipt occurs when the Initial Instruction is
      received by one of the persons.




(c)  The
      Bank
      may communicate to the Secured Party changes in the address for the Initial
      Instruction, and any party may communicate to the other parties changes in
      its
      address for communications under this Agreement.




11.  Successors
      and Transferees *.*




(a)  This
      Agreement will inure to the benefit of, and be binding upon, the parties and
      their respective successors and other transferees permitted under this
      Section *.* Except ** as
      provided in this Section, a voluntary transfer of a party’s rights or duties
      under this Agreement without the written consent of the other parties will
      be
      void.




(b)  The
      Bank
      may transfer its rights and duties under this Agreement to a transferee to
      which, by contract or operation of law, the Bank transfers substantially all
      of
      its rights and duties under the Deposit-related Agreements.




(c)  The
      Secured Party may transfer its rights and duties under this Agreement to (i)
      a
      transferee to which, by contract or operation of law, the Secured Party
      transfers substantially all of its rights and duties under the financing or
      other arrangements between the Secured Party and the Debtor for which the
      Deposit Account acts as collateral security or (ii) if the Secured Party is
      acting as a trustee, indenture trustee, agent, collateral agent, or other
      representative in whose favor a security interest is created or provided for,
      a
      transferee that is a successor trustee, indenture trustee, agent, collateral
      agent, or other representative.




(d)  No
      transfer under this Section will be binding upon a non-transferring party until
      the transferring party or the transferee notifies the non-transferring parties
      of the transfer in a writing signed by the transferee that identifies the
      transferee, gives the transferee’s address for communications under this
      Agreement, and states that the transferee is a successor of the transferor
      or
      other transferee permitted under this Section and is entitled to the benefit
      of
      the transferring party’s rights and has assumed all of the transferring party’s
      duties under this Agreement *.*




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(e)  A
      non-transferring party need not request proof of any transfer or that the
      transferee is a successor of the transferor or other transferee permitted by
      this Section *.* If
      requested by a non-transferring party, however, the transferring party or the
      transferee will provide reasonable proof thereof *.* If
      the
      Bank or the Secured Party, as a non-transferring party, requests such proof,
      then the effectiveness of the notification of transfer as to the
      non-transferring party will be suspended until the proof is
      provided.




(f)  When
      a
      transfer becomes binding on the non-transferring parties, the transferring
      party
      will not be entitled to exercise any rights, and will be relieved of its
      obligations, accruing under this Agreement from and after that time. Those
      rights may be exercised and those obligations will be incurred by the
      transferee.




(g)  The
      provisions of subsections (d) and (e) requiring notification for a transfer
      to
      be binding on the non-transferring parties and suspending the effectiveness
      of
      the notification of transfer until reasonable proof of the transfer has been
      provided do not apply to the Bank as the transferring party if the transfer
      is
      by operation of law and by operation of the law (i) the transferee succeeds
      to
      all or substantially all of the rights and becomes generally bound by all of
      the
      duties of the Bank, including the Bank’s duties under this Agreement, and (ii)
      the Bank ceases to exist.




12.  Entire
      Agreement; Relation to Other Agreements *.*




(a)  This
      Agreement constitutes the entire agreement of the parties, and supersedes all
      previous and contemporaneous negotiations, understandings and agreements, with
      respect to its subject matter, all of which have become merged and finally
      integrated into this Agreement.




(b)  If
      a term
      in the Specific
      Terms conflicts with a term of this Agreement not in the Specific
      Terms ,
      the
      term in the Specific
      Terms controls.




(c)  If
      this
      Agreement conflicts with any of the Deposit-related Agreements, this Agreement
      will control *.* However,
      this Agreement will not (i) derogate from any Claim or defense that the Bank
      may
      have against the Debtor under any of the Deposit-related Agreements or (ii)
      create any third party beneficiary rights under any of the Deposit-related
      Agreements in favor of the Secured Party.




(d)  This
      Agreement does not amend or otherwise modify any of the agreements between
      the
      Debtor and the Secured Party or provide any rights for the Debtor to originate
      a
      Disposition Instruction in contravention of any agreement between the Debtor
      and
      the Secured Party.




13.  Governing
      Law, Depositary Bank’s Jurisdiction and Waiver of Jury Trial .




(a)  Except
      as
      otherwise required by Article 9 of the UCC, this Agreement will be governed
      by
      the law of that jurisdiction set forth in the Specific
      Terms without
      giving effect to any choice of law rule that would require the application
      of
      the law of another jurisdiction .




(b)  If
      the Specific
      Terms are
      completed expressly to designate the Bank’s jurisdiction for purposes of part 3
      of Article 9 of the UCC, then the Deposit-related Agreements are amended to
      provide that for those purposes that jurisdiction is the Bank’s jurisdiction so
      designated.




**(c)**  **To
      the extent permitted by applicable law, each party waives all rights to trial
      by
      jury in any action, claim or proceeding (including any counterclaim) of any
      type
      arising out of or directly or indirectly relating to this
      Agreement.**




14.  Miscellaneous .




(a)  No
      amendment to this Agreement will be binding on any party unless it is in writing
      and signed by all of the parties. Any provision of this Agreement benefiting
      a
      party may be waived only by a writing signed by that party.




(b)  If
      a
      provision of this Agreement is held invalid or unenforceable in any respect,
      the
      validity or enforceability of the remaining provisions will not in any way
      be
      affected, it being understood that the invalidity or unenforceability of an
      affected provision in a particular jurisdiction will not in and of itself affect
      the validity or enforceability of the provision in any other
      jurisdiction.




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