Operation of the Securities Account. (a) The Pledgor shall be entitled to continue to freely operate the Securities Account, subject only to the restrictions expressly set out in this Agreement, the Master Agreement or Account Control Agreement, until a Payment Instruction has been delivered to the Approved Bank.
(b) Immediately upon the delivery of a Payment Instruction, the Pledgor shall not be entitled to withdraw or otherwise transfer any Collateral or credit balance standing from time to time on the Securities Account, unless otherwise agreed by the Pledgee.
Operation of the Securities Account. (a) Upon execution of this Agreement, the Securities Intermediary shall establish the Securities Account, and the Pledgor shall deliver or cause to be delivered to the Securities Intermediary via DTC the Pledged Shares into the Securities Account.
(b) Subject to Section 5, upon written direction from the Pledgor, the Securities Intermediary will comply with Entitlement Orders originated by the Pledgor. For the avoidance of doubt, the Pledgor shall deliver Entitlement Orders with respect to the Pledged Shares solely in accordance with this Agreement, the Pledge Agreement and Indenture.
(c) With respect to any written disbursement direction, the Pledgor (i) certifies they have reviewed any wire instructions set forth herein or therein to confirm such wire instructions are accurate, (ii) agrees to indemnify and hold harmless the Securities Intermediary from and against any and all claim, demand, loss, liability, or expense sustained, including but not limited to attorney fees and expenses resulting directly or indirectly as a result of making the disbursement requested, and (iii) agrees it will not seek recourse from the Securities Intermediary as a result of losses incurred by it for making the disbursement in accordance with such disbursement direction.
