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directed by the Agent and to pay over to the Agent all proceeds without any set-off or deduction, and (b) <br />except as otherwise directed by the Agent, not to comply with the instructions or directions of any kind <br />originated by the Pledgor or any other person. <br />SECTION 4. Other Agreements. In the event of any conflict between the provisions of this <br />Control Agreement and any other agreement governing the Pledged Securities or the Collateral, the <br />provisions of this Control Agreement shall control. <br />SECTION 5. Protection of Issuer. The Issuer may rely and shall be protected in acting <br />upon any notice, instruction or other communication that it reasonably believes to be genuine and <br />authorized. <br />SECTION 6. Termination. This Control Agreement shall terminate automatically upon <br />receipt by the Issuer of written notice executed by the Agent that (i) the Discharge of the Secured <br />Obligations has occurred, (ii) all of the Collateral has been released or (iii) the Pledged Securities cease to <br />be Uncertificated Securities, whichever is sooner, and the Issuer shall thereafter be relieved of all duties <br />and obligations hereunder. <br />SECTION 7. Notices. All notices, requests and demands to or upon the respective parties <br />hereto to be effective shall be in writing (including by telecopy), and, unless otherwise expressly provided <br />herein, shall be deemed to have been duly given or made when delivered, or three (3) days after being <br />deposited in the mail, postage prepaid, or, in the case of telecopy notice, when received, to the Pledgor's <br />and the Agent's addresses as set forth in the Pledge Agreement, and to the Issuer's address as set forth <br />below, or to such other address as any party may give to the others in writing for such purpose: <br />[Name of Issuer] <br />[Address of Issuer] <br />Attention: <br />Telephone: (_) _- <br />Telecopy: (_) <br />SECTION 8. Amendments in Writing. None of the terms or provisions of this Control <br />Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument <br />executed by the parties hereto. <br />SECTION 9. Entire Agreement. This Control Agreement and the Pledge Agreement <br />constitute the entire agreement and supersede all other prior agreements and understandings, both written <br />and oral, among the parties with respect to the subject matter hereof. <br />SECTION 10. Execution in Counterparts. This Control Agreement may be executed in any <br />number of counterparts by one or more parties to this Control Agreement and all of said counterparts <br />taken together shall be deemed to constitute one and the same instrument. Delivery of an executed <br />signature page of this Control Agreement by facsimile or other electronic transmission shall be effective <br />as delivery of a manually executed counterpart hereof. <br />A-2 <br />NY\5929604.13 <br />