Common use of Effectiveness of Instructions; Reliance; Risk Acknowledgements; Additional Terms Clause in Contracts

Effectiveness of Instructions; Reliance; Risk Acknowledgements; Additional Terms. (a) Subject to the terms of this Control Agreement, Financial Institution shall be entitled to rely upon any written instructions actually received by the Financial Institution from Obligor or the Secured Party from an officer or other authorized person listed on the Incumbency Certificate delivered by the Obligor or the Secured Party, as the case may be, and as updated by written notice to the Financial Institution by such Obligor or such Secured Party from time to time. If Financial Institution receives written instructions from the Obligor or the Secured Party which appear on their face to have been transmitted via (i) computer facsimile, email, the Internet or other insecure electronic method, or (ii) secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys, the Obligor and the Secured Party each understands and agrees that Financial Institution cannot determine the identity of the actual sender of such written instructions and that Financial Institution shall conclusively presume that such written instructions have been duly authorized. The Obligor and the Secured Party shall be responsible for ensuring that only authorized instructions are transmitted to the Financial Institution and shall treat any applicable user and authorization codes, passwords and/or authentication keys with extreme care. The Obligor and the Secured Party each acknowledges and agrees that each has been fully informed of the protections and risks associated with the various methods of transmitting written instructions to the Financial Institution and that there may be more secure methods of transmitting written instructions than the method(s) selected by them. The Obligor and the Secured Party each agrees that the security procedures (if any) to be followed in connection with the transmission of written instructions provide to each of them a commercially reasonable degree of protection in light of each party’s particular needs and circumstances. If the Obligor or the Secured Party elects to transmit written instructions through an on-line communication system offered by Financial Institution, the use thereof shall be subject to Financial Institution’s standard terms and conditions applicable to such system. If the Obligor or the Secured Party elects (with the Financial Institution’s prior consent) to transmit written instructions through an on-line communications service owned or operated by a third party, they each agree that the Financial Institution shall not be responsible or liable for the reliability or availability of any such service.

Effectiveness of Instructions; Reliance; Risk Acknowledgements; Additional Terms. (a) Secured Party shall have the right, by one or more written instruments executed and delivered to Securities Intermediary or Pledge Collateral Agent, to direct the time, method and place of conducting any proceeding for the realization of any right or remedy available to Securities Intermediary or Pledge Collateral Agent, or of exercising any power conferred on Securities Intermediary or Pledge Collateral Agent, or to direct the taking or refraining from taking of any action authorized by this Agreement; provided, however, that (i) such direction shall not conflict with the provisions of any law or of this Agreement or involve Securities Intermediary or Pledge Collateral Agent in personal liability and (ii) Securities Intermediary or Pledge Collateral Agent shall be indemnified to its satisfaction as provided herein. Subject to the terms of this Control Agreementbelow, Financial Institution Securities Intermediary and Pledge Collateral Agent shall be entitled entitled, in the absence of bad faith, to rely upon any written instructions Written or Oral Instructions actually received by the Financial Institution from Obligor Securities Intermediary or the Pledge Collateral Agent, respectively, and reasonably believed by it to have been duly authorized and delivered by Secured Party. Secured Party from an officer agrees to forward to Securities Intermediary or other authorized person listed on Pledge Collateral Agent, as the Incumbency Certificate delivered case may be, Written Instructions confirming its Oral Instructions by the Obligor close of business of the same day that such Oral Instructions are given to Securities Intermediary or the Secured PartyPledge Collateral Agent, as the case may be, and as updated by written notice to the Financial Institution by such Obligor or such Secured Party from time to time. If Financial Institution receives written instructions from the Obligor or the Secured Party which appear on their face to have been transmitted via (i) computer facsimile, email, the Internet or other insecure electronic method, or (ii) secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys, the Obligor and the Secured Party each understands and agrees that Financial Institution cannot determine the identity of the actual sender of such written instructions and that Financial Institution shall conclusively presume fact that such written instructions have been duly authorized. The Obligor confirming Written Instructions are not received shall in no way affect the validity or enforceability of transactions authorized and effected by Securities Intermediary or Pledge Collateral Agent, as the Secured Party shall be responsible for ensuring that only authorized instructions are transmitted case may be, pursuant to the Financial Institution and shall treat any applicable user and authorization codes, passwords and/or authentication keys with extreme care. The Obligor and the Secured Party each acknowledges and agrees that each has been fully informed of the protections and risks associated with the various methods of transmitting written instructions to the Financial Institution and that there may be more secure methods of transmitting written instructions than the method(s) selected by them. The Obligor and the Secured Party each agrees that the security procedures (if any) to be followed in connection with the transmission of written instructions provide to each of them a commercially reasonable degree of protection in light of each party’s particular needs and circumstances. If the Obligor or the Secured Party elects to transmit written instructions through an on-line communication system offered by Financial Institution, the use thereof shall be subject to Financial Institution’s standard terms and conditions applicable to such system. If the Obligor or the Secured Party elects (with the Financial Institution’s prior consent) to transmit written instructions through an on-line communications service owned or operated by a third party, they each agree that the Financial Institution shall not be responsible or liable for the reliability or availability of any such serviceits Oral Instructions.