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• <br /> Intermediary has received a notice purporting to be signed and sent by the Secured <br /> Party in substantially the form attached as Exhibit A hereto (a "Notice of <br /> Exclusive Control"); provided, Intermediary agrees that it shall not permit <br /> withdrawals of securities and other property (including, but not limited to, interest <br /> or dividends) from the Account by Pledgor except upon receipt of prior written <br /> notice from Secured Party, and Pledgor agrees that Intermediary shall not be liable <br /> to Pledgor for any refusal by Intermediary to permit any such withdrawal except <br /> upon receipt of such prior written notice. After receipt of a Notice of Exclusive <br /> Control, Intermediary shall not honor any entitlement orders from Pledgor, nor <br /> shall Intermediary distribute to Pledgor any securities or other property (including, <br /> but not limited to, interest or dividends) in the Account. After receipt of a Notice <br /> of Exclusive Control, Intermediary shall comply with all entitlement orders <br /> (including, but not limited to, requests for withdrawals) received from Secured <br /> Party (without further consent from Pledgor) concerning the Account. Any Notice <br /> of Exclusive Control received by Intermediary after 4:00 p.m. (E.S.T.) on any <br /> business day shall not be deemed effective until the opening of business on the <br /> next succeeding business day. Notwithstanding the foregoing: (i) all transactions <br /> relating to the Account or any items therein duly consummated or processed by <br /> Intermediary prior to its receipt of a Notice of Exclusive Control (or duly <br /> commenced by Intermediary prior to any such receipt and so consummated or <br /> processed thereafter) shall be deemed not to constitute a violation of this <br /> Agreement; (ii) Intermediary may (at its discretion and without any obligation to <br /> do so) commence honoring solely Secured Party's entitlement orders concerning <br /> the Account at any time or from time to time after it becomes aware that Secured <br /> Party has sent to it a Notice in clause (i) above with no liability whatsoever to <br /> Pledgor or any other party for doing so; and (iii) Intermediary shall not change the <br /> name or account number of the Account without having received the Secured <br /> Party's prior express written consent thereto. <br /> 3. Intermediary waives, releases and agrees not to assert, exercise or claim any lien, <br /> encumbrance, right (including setoff right) or other claim against the Account or <br /> any financial asset, cash balance or other item therein, except with respect to <br /> payment (i) of customary fees and commissions with respect to the routine <br /> maintenance and operation of the Account (including, unless otherwise agreed to, <br /> the $2000 pledge collateral account fee which will be debited from the Account <br /> by Intermediary) if, in either case, Pledgor fails to pay those fees and <br /> commissions within 10 days of receipt of an invoice thereto or (ii) for financial <br /> assets duly purchased for the Account in accordance with the provisions hereof. <br /> Intermediary shall neither advance margin or other credit against the Account, nor <br /> hypothecate any financial assets carried in the Account, without the prior written <br /> consent of Secured Party. Except as required by law, Intermediary shall not agree <br /> with any other person or entity that it will comply with any withdrawal, transfer, <br /> payment and redemption instruction, or any items therein, without the prior <br /> written consent of Secured Party and any such agreement entered into without <br /> such consent shall be null and void. <br /> -2- <br /> t At° <br />