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• <br /> Pledgor shall direct Intermediary to send, and Intermediary will send copies of all <br /> statements and confirmations for the Account simultaneously to Pledgor and <br /> Secured Party. <br /> 6. This Agreement: (i) may be signed in any number of counterparts, each of which <br /> shall be an original, with the same effect as if the signatures thereto and hereto <br /> were upon the same instrument; (ii) shall become effective when counterparts <br /> hereof have been signed by the parties hereto; and (iii) shall be governed by and <br /> construed in accordance with the laws of the State of New York, which shall also <br /> be deemed to be the Intermediary's location. This is intended to be "an <br /> agreement" within the meaning of Section 8-110(e) of the Code and the terms <br /> "financial assets" and "entitlement orders" herein shall include the respective <br /> meanings given such terms in Article 8 of such Code. <br /> 7. The Pledgor hereto consents to the non-exclusive jurisdiction of the State and <br /> Federal courts in the City of New York and agrees that suit may be brought <br /> against the Pledgor in those courts or in any other jurisdiction in which the <br /> Pledgor or any of its assets subject to this Agreement may be found and the <br /> Pledgor irrevocably submits to the jurisdiction of those courts. The Pledgor <br /> consents to the service of process by mailing copies of process to at its most <br /> recent mailing address in the records of the Secured Party or the Intermediary. <br /> The Pledgor further agrees that any action or proceeding brought against the <br /> Intermediary may be brought only in a New York State or United States Federal <br /> court sitting in New York County. <br /> 8. Each reference herein to directions or instructions to be given to the Intermediary <br /> by Secured Party shall, if given by any agents or assigns of the Secured Party, be <br /> deemed to be given by Secured Party. <br /> 9. Intermediary may terminate this Agreement upon the sending of at least thirty(30) <br /> days' advance written notice to the other parties hereto. Any other termination or <br /> any amendment or waiver of this Agreement shall be effected solely by an <br /> instrument in writing executed by all the parties hereto. In the event of such <br /> termination, Intermediary shall deliver the pledged collateral to the Secured Party <br /> at the address set forth on the first page of this Agreement. <br /> 10. In the event of any conflict between this Agreement (or any portion thereof) and <br /> any other agreement now existing or hereafter entered into, the terms of this <br /> Agreement shall prevail. <br /> -4- <br />