Exhibit
      4.8

     

    DEPOSIT
      ACCOUNT CONTROL AGREEMENT

    


    This
      Agreement is entered into as of August __, 2006, among KH Funding Company
      (“Company”), Wells Fargo Bank, N.A. (“Lender”) and Bank of America, N.A.
      (“Bank”) with respect to the following:

    


    A. Bank
      has
      agreed to establish and maintain for Company deposit account number ____________
      (the “Account”). 

    


    B. Company
      has assigned to Lender a security interest in the Account and in checks and
      other payment instructions (“Checks”) deposited in the Account. 

    


    C. Company,
      Lender and Bank are entering into this Agreement to evidence Lender’s security
      interest in the Account and such Checks and to provide for the disposition
      of
      net proceeds of Checks deposited in the Account. 

    


    Accordingly,
      Company, Lender and Bank agree as follows:
      

    


    1. (a) This
      Agreement evidences Lender’s control over the Account. Notwithstanding anything
      to the contrary in the agreement between Bank and Company governing the Account,
      Bank will comply with instructions originated by Lender as set forth herein
      directing the disposition of funds in the Account without further consent of
      the
      Company. 

    


    (b) Company
      represents and warrants to Lender and Bank that it has not assigned or granted
      a
      security interest in the Account or any Check deposited in the Account, except
      to Lender. 

    


    (c) Company
      will not permit the Account to become subject to any other pledge, assignment,
      lien, charge or encumbrance of any kind, other than Lender’s security interest
      referred to herein. 

    


    (d) The
      Account may receive merchant card deposits and chargebacks. Company acknowledges
      and agrees that during the Activation Period (defined below), chargebacks will
      be blocked from debiting the Account. Company further acknowledges and agrees
      that, prior to the Activation Period, it will arrange with its merchant card
      vendor for chargebacks to be directed towards an unblocked account.


    


    2. During
      the Activation Period (as defined below), Bank shall prevent Company from making
      any withdrawals from the Account. Prior to the Activation Period, Company may
      operate and transact business through the Account in its normal fashion,
      including making withdrawals from the Account, but covenants to Lender it will
      not close the Account. Bank shall have no liability in the event Company
      breaches this covenant to Lender. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Company
      and Lender acknowledge and agree that Bank may debit the Account for any ACH
      credit entries that may have been originated by Company but that have not
      settled at the time of Bank’s receipt of the Notice (defined below) or for any
      entries, whether credit or debit, that are subsequently returned thereafter.
      

    


    A
      reasonable period of time following the commencement of the Activation Period,
      and continuing on each Business Day thereafter, Bank shall transfer all
      collected and available balances in the Account to Lender at its account
      specified in the Notice (as defined below). The “Activation Period” means the
      period which commences within a reasonable period of time not to exceed two
      Business Days after Bank’s receipt of a written notice from Lender in the form
      of Exhibit A (the “Notice”). A “Business Day” is each day except Saturdays,
      Sundays and Bank holidays. Funds are not available if, in the reasonable
      determination of Bank, they are subject to a hold, dispute or legal process
      preventing their withdrawal. 

    


    3. Bank
      agrees it shall not offset, charge, deduct or otherwise withdraw funds from
      the
      Account, except as permitted by Section 4, until it has been advised in writing
      by Lender that all of Company’s obligations that are secured by the Checks and
      the Account are paid in full. Lender shall notify Bank promptly in writing
      upon
      payment in full of Company’s obligations by means of a letter substantially in
      the form of the Termination Notice (defined below). 

    


    4. Bank
      is
      permitted to charge the Account:

    


    (a) for
      its
      fees and charges relating to the Account or associated with this Agreement;
      and


    


    (b) in
      the
      event any Check deposited into the Account is returned unpaid for any reason
      or
      for any breach of warranty claim. 

    


    5.  
(a) If
      the
      balances in the Account are not sufficient to compensate Bank for any fees
      or
      charges due Bank in connection with the Account or this Agreement, Company
      agrees to pay Bank on demand the amount due Bank. Company will have breached
      this Agreement if it has not paid Bank, within five days after such demand,
      the
      amount due Bank. 

    


    (b) If
      the
      balances in the Account are not sufficient to compensate Bank for any returned
      Check, Company agrees to pay Bank on demand the amount due Bank. If Company
      fails to so pay Bank immediately upon demand, Lender agrees to pay Bank within
      five days after Bank’s demand to Lender to pay any amount received by Lender
      with respect to such returned Check. The failure to so pay Bank shall constitute
      a breach of this Agreement. 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (c) Company
      hereby authorizes Bank, without prior notice, from time to time to debit any
      other account Company may have with Bank for the amount or amounts due Bank
      under subsection 5(a) or 5(b). 

    


    6.                          
       (a) Bank
      will
      send information regarding deposits to the Account to the address specified
      below for Company or as otherwise specified in writing by Company to Bank,
      and
      will send a copy of each such deposit advice to the address specified below
      for
      Lender. 

    


    (b) In
      addition to the original Bank statement provided to Company, Bank will provide
      Lender with a duplicate of such statement. 

    


    7.            
        (a) Bank
      will
      not be liable to Company or Lender for any expense, claim, loss, damage or
      cost
      (“Damages”) arising out of or relating to its performance under this Agreement
      other than those Damages which result directly from its acts or omissions
      constituting negligence or intentional misconduct. 

    


    (b) In
      no
      event will Bank be liable for any special, indirect, exemplary or consequential
      damages, including but not limited to lost profits. 

    


    (c) Bank
      will
      be excused from failing to act or delay in acting, and no such failure to r
      delay shall constitute a breach of this Agreement or otherwise give rise to
      any
      liability of Bank, if (i) such failure or delay is caused by circumstances
      beyond Bank’s reasonable control, including but not limited to legal constraint,
      emergency conditions, action or inaction of governmental, civil or military
      authority, fire, strike, lockout or other labor dispute, war, riot, theft,
      flood, earthquake or other natural disaster, breakdown of public or private
      or
      common carrier communications or transmission facilities, equipment failure,
      or
      negligence or default of Company or Lender or (ii) such failure or delay
      resulted from Bank’s reasonable belief that the action would have violated any
      guideline, rule or regulation of any governmental authority. 

    


    (d) Bank
      shall have no duty to inquire or determine whether Company’s obligations to
      Lender are in default or whether Lender is entitled to provide the Notice to
      Bank. Bank may rely on notices and communications it believes in good faith
      to
      be genuine and given by the appropriate party. 

    


    (e) Notwithstanding
      any of the other provisions in this agreement, in the event of the commencement
      of a case pursuant to Title 11, United States Code, filed by or against Company,
      or in the event of the commencement of any similar case under then applicable
      federal or state law providing for the relief of debtors or the protection
      of
      creditors by or against Company, Bank may act as Bank deems necessary to comply
      with all applicable provisions of governing statutes and shall not be in
      violation of this Agreement as a result.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (f) Bank
      shall be permitted to comply with any writ, levy order or other similar judicial
      or regulatory order or process concerning the Account or any Check and shall
      not
      be in violation of this Agreement for so doing.

    


    8. Company
      and Lender shall jointly and severally indemnify Bank against, and hold it
      harmless from, any and all liabilities, claims, costs, expenses and damages
      of
      any nature (including but not limited to allocated costs of staff counsel,
      other
      reasonable attorney’s fees and any fees and expenses) in any way arising out of
      or relating to disputes or legal actions concerning Bank’s provision of the
      services described in this Agreement. This section does not apply to any cost
      or
      damage attributable to the gross negligence or intentional misconduct of Bank.
      Company’s and Lender’s obligations under this section shall survive termination
      of this Agreement.

    


    9. Company
      and Lender shall jointly and severally pay to Bank, upon receipt of Bank’s
      invoice, all costs, expenses and attorneys’ fees (including allocated costs for
      in-house legal services) incurred by Bank in connection with the enforcement
      of
      this Agreement and any instrument or agreement required hereunder, including
      but
      not limited to any such costs, expenses and fees arising out of the resolution
      of any conflict, dispute, motion regarding entitlement to rights or rights
      of
      action, or other action to enforce Bank’s rights in a case arising under Title
      11, United States Code. Company agrees to pay Bank, upon receipt of Bank’s
      invoice, all costs, expenses and attorneys’ fees (including allocated costs for
      in-house legal services) incurred by Bank in the preparation and administration
      of this Agreement (including any amendments hereto or instruments or agreements
      required hereunder). 

    


    10. Termination
      and Assignment of this Agreement shall be as follows:

    


    (a) Lender
      may terminate this Agreement by providing notice substantially in the form
      of
      Attachment I (“Termination Notice”) to Company and Bank that all of Company’s
      obligations which are secured by Checks and the Account are paid in full. Lender
      may also terminate or it may assign this Agreement upon 30 days’ prior written
      notice to Company and Bank. Bank may terminate this Agreement upon 30 days’
prior written notice to Company and Lender. Company may not terminate this
      Agreement except with the written consent of Lender and upon prior written
      notice to Bank.

    


    (b) Notwithstanding
      subsection 10(a), Bank may terminate this Agreement at any time by written
      notice to Company and Lender if either Company or Lender breaches any of the
      terms of this Agreement, or any other agreement with Bank.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    11.            
        (a) Each
      party represents and warrants to the other parties that (i) this Agreement
      constitutes its duly authorized, legal, valid, binding and enforceable
      obligation; (ii) the performance of its obligations under this Agreement and
      the
      consummation of the transactions contemplated hereunder will not (A) constitute
      or result in a breach of its certificate or articles of incorporation, by-laws
      or partnership agreement, as applicable, or the provisions of any material
      contract to which it is a party or by which it is bound or (B) result in the
      violation of any law, regulation, judgment, decree or governmental order
      applicable to it; and (iii) all approvals and authorizations required to permit
      the execution, delivery, performance and consummation of this Agreement and
      the
      transactions contemplated hereunder have been obtained.

     

    (b) The
      parties each agree that it shall be deemed to make and renew each representation
      and warranty in subsection 11(a) on and as of each day on which Company uses
      the
      services set forth in this Agreement.

    


    12.           
        (a) This
      Agreement may be amended only by a writing signed by Company, Lender and Bank;
      except that Bank’s charges are subject to change by Bank upon 30 days’ prior
      written notice to Company.

    


    (b) This
      Agreement may be executed in counterparts; all such counterparts shall
      constitute but one and the same agreement.

    


    (c) This
      Agreement controls in the event of any conflict between this Agreement and
      any
      other document or written or oral statement. This Agreement supersedes all
      prior
      understandings, writings, proposals, representations and communications, oral
      or
      written, of any party relating to the subject matter hereof.

    


    (d) This
      Agreement shall be interpreted in accordance with Maryland law without reference
      to that state’s principles of conflicts of law.

    


    13. Any
      written notice or other written communication to be given under this Agreement
      shall be addressed to each party at its address set forth on the signature
      page
      of this Agreement or to such other address as a party may specify in writing.
      Except as otherwise expressly provided herein, any such notice shall be
      effective upon receipt.

    


    14. Nothing
      contained in the Agreement shall create any agency, fiduciary, joint venture
      or
      partnership relationship between Bank and Company or Lender. Company and Lender
      agree that nothing contained in this Agreement, nor any course of dealing among
      the parties to this Agreement, shall constitute a commitment or other obligation
      on the part of Bank to extend credit to Company or Lender.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    15. Each
      of
      the Company, Lender and the Bank respectively agrees that it shall not cite
      or
      refer to this Agreement as a precedent in any negotiation of any other Deposit
      Account Control Agreement to which the Company, Lender or any of its affiliates
      and the Bank shall be party.

    


    In
      Witness Whereof, the parties hereto have executed this Agreement by their duly
      authorized officers as of the day and year first above written.

    


    
      	
              KH
                FUNDING COMPANY

              (“Company”)

            	 	 	 
	 	 	 	 
	 	 	 	 
	By:
              _____________________________	 	 	Address
              for
              notices:
	Name: Robert L. Harris	 	 	
            
	Title:
              President
              and Chief Executive Officer	 	 	 




    
      	
              WELLS
                FARGO BANK, N.A.

              (“Lender”)

            	 	 	 
	 	 	 	 
	 	 	 	 
	By:
              _____________________________ 	 	 	Address
              for notices:
	Name:
              __________________________	 	 	
            
	Title:
              ___________________________	 	 	 


    

     

    
      	
              BANK
                OF AMERICA, N.A.

              (“Bank”)

            	 	 	 
	 	 	 	 
	 	 	 	 
	By:
              _____________________________ 	 	 	Address
              for
              notices:
	Name:
              __________________________	 	 	
            
	Title:
              ___________________________	 	 	 


    

    


    
    

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

    DEPOSIT
      ACCOUNT CONTROL AGREEMENT

     

    [Letterhead
      of Lender]

    


    
      	To:	
              Bank
                of America, N.A.

              [Address]

            


    

     

    
      	
            	Re:	
              [Name
                of Company]

              Account
                No. ____________________________ 

            


    

     

    Ladies
      and Gentlemen:

    


    Reference
      is made to the Deposit Account Control Agreement dated ____________ (the
“Agreement”) among [Company Name], us and you regarding the above-described
      account (the “Account”). In accordance with Section 2 of the Agreement, we
      hereby give you notice of our exercise of control of the Account and we hereby
      instruct you to transfer funds to our account as follows:

     

    Bank
      Name: ________________________

    Bank
      Address: ________________________

    ABA
      No.: ________________________

    Account
      Name: ________________________

    Account
      No.: ________________________

    Beneficiary’s
      Name: ________________________

    


    Very
      truly yours,

    


    


    ________________________________

    as
      Lender

    


    


    By:
      _____________________________

    Name:
      __________________________

    Title:
      ___________________________

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ATTACHMENT
      I

    DEPOSIT
      ACCOUNT CONTROL AGREEMENT

    


    [Letterhead
      of Lender]

    


    ________________,
      200_


    


    Bank
      of
      America, National Association

    _________________

    _________________

    Attn:
      ____________

    


    Re: Termination
      of Deposit Account Control Agreement

    


    Ladies
      and Gentlemen:

    


    Reference
      is made to that certain _____________________________ dated as of ________,
      2000_ (as amended, supplemented, amended and restated or otherwise modified
      from
      time to time, the “Agreement”
among
      you, ______________ (the “Company”), and us as (“Lender”). You are hereby
      notified that the Agreement is terminated with respect to the undersigned,
      and
      you have no further obligations to the undersigned thereunder. Notwithstanding
      any previous instructions to you, you are hereby instructed to accept all future
      directions with respect to the Account from the Company. This notice terminates
      any obligations you may have to the undersigned with respect to the
      Account.

     

    Very
      truly yours,

    


    WELLS
      FARGO BANK, N.A.

    as
      Lender

    


    By:
      _____________________________

    Name:

    ACKNOWLEDGED
      AND AGREED:                   Title:

    BANK
      OF
      AMERICA, N. A.

    as
      Bank

    


    By:
      _____________________________

    Name:

    Title: