I reach the same conclusion as Judge Renfrew but by a somewhat different route.
*178The district court in my view was correct in holding that the Exchange did not violate its duty to Hughes in lifting in March, 1970 the restrictions which it had imposed in 1969.1 Under the circumstances which *179the Exchange confronted in March, 1970 the lifting of the restrictions was within what Judge Renfrew describes as a “permissible degree of discretion or flexibility in choosing a response.” See p. 174, supra. Lifting the restrictions is not made inappropriate merely because imposing them in 1969 was proper. The possibility of acquiring the subordinated capital of King and Hughes in 1970 placed before the Exchange new circumstances. The reasonableness of the Exchange’s response thereto in the light of its Section 6 responsibilities must be determined by reference to these new circumstances. What was a proper response in the absence of such circumstances may be improper in the light of changed conditions. The Exchange, in defending both the imposition and removal of restrictions, is not, in my opinion, having it both ways as Judge Renfrew suggests. It is defending a response made possible by the appearance of King and Hughes which was not unreasonable.
The possibility that this conclusion is erroneous does not trouble me greatly because I join Judge Renfrew in holding that Hughes is barred from recovery by waiver. I also agree that there should be no recovery under rule 10b-5 or the other provisions of the securities laws. The district judge found that Hughes had “actual knowledge of all the material facts available to a reasonably prudent investor . . . .” [1973 Transfer Binder] CCH Fed.Sec.L.Rep. 1194,-133 at p. 94,549 (Emphasis the court’s). This finding is not clearly erroneous. Fed. R.Civ.P. 52(a). The quantum of disclosure provided Hughes, and his lack of diligence in analyzing those disclosures and reasonable inferences to be drawn therefrom, simply preclude Hughes from stating a 10b-5 cause of action against any of the defendants.2
. The substance of the district court’s position is as follows:
“The following are the dispositive conclusions of fact and law which provide the resolution to that question concerning the section 6 duty of the Exchange:
(1) the Exchange initially became aware of Dempsey’s difficulties in 1964-1965, and, during that period, it ordered compliance by Dempsey with the Exchange’s capital and record-keeping rules;
(2) the Exchange subsequently restricted Dempsey’s business, including the limiting of weekly trades, and the requiring of an infusion of new capital, which eventually came from the Dempsey partnership;
(3) the Exchange sanctioned Dempsey’s management, which eventually resulted in the installation of new leadership under Whitney;
(4) the Exchange sought to accommodate the interests and concerns of the Commission, the regulatory body ultimately responsible for the conduct of Dempsey, and attempted to cooperate as much as possible with that agency by keeping it apprised of developments (however, too often this effort was compromised and curbed by factors beyond the control of both the Exchange and the Commission, including imponderable economic forces);
(5) the Exchange solicited subordinated capital to shore up Dempsey, but only under certain conditions which were carefully and clearly communicated to the two proposed subordinators, King and Hughes, and which included a substantial unknown factor of incalculable weight in affecting the eventual outcome of the subordination solution;
(6) the Exchange subsequently determined that Dempsey was facing increasingly serious difficulty, but that the planned subordinations still might solve Dempsey’s problems, hence the Exchange determined not to suspend Dempsey, or to so restrict its business as to amount to a termination of Exchange support and backing — such determination was highly presumptuous yet still implemented in good faith;
(7) the Exchange viewed the proposed subordination by Hughes as a partial remedy for Dempsey, which view was essentially in accord with that of Pepk (who had been hired by Dempsey under the reorganization efforts instigated by the Exchange, and who had also communicated in reasonably complete and coherent terms to Hughes at the final conference prior to subordination, and which was supported by documentation available for Hughes’ personal, professional assessment for a sufficient period of time prior to his entry into subordination;
(8) the Exchange concluded that the nature and extent of the risk in the Hughes’ subordination scheme was reasonably apparent to Hughes, and assumed that he was fully aware that Dempsey’s recovery was premised on contingent factors, other than the mere infusion of a stated amount of capital, which factors were beyond the prediction and control of the Exchange, and thus beyond its duty to disclose;
(9) the Exchange’s conclusions and assumptions, including its doubt about Dempsey’s recovery, were patently described to Hughes by Peck, which description raised not only the hard “known” data at the time, but the presence of the “unknowns” which had to be accounted for; and
(10) the Exchange did not foresee, could not have foreseen, nor should it have been required to foresee, the subsequent surprise factor that market conditions would undergo a dramatic, rapid and sharp decline almost immediately after the Hughes’ subordination entered into force — these market conditions were decisively fatal to the reorganization plan Peck explained to Hughes on the eve of subordination.
Based upon an overall assessment of the above dispositive conclusions, it cannot be determined that, under the specific circumstances of Hughes’ subordination of his securities, the Exchange breached its section 6 duty toward Hughes, in light of the facts of which it had knowledge, or reasonably could have acquired, by the time of his subordination, and in light of the prior and contemporaneous conduct practiced and measures taken during the relevant period from the time the Exchange first became aware of Dempsey’s deficiencies to the time of Hughes’ subordination. Although it was controversial, it was not unreasonable for the Exchange to refrain from taking further, perhaps more drastic, measures against Dempsey prior to Hughes’ subordination (particularly in light of the two priorities previously determined and implemented within its discretionary powers vis-a-vis member firms, which determination, incidentally, also stemmed from the section 6 obligation, see discussion, supra at 179-180. And, although it was momentous, it was not an abuse of discretion, nor a violation of a statutory charge, for the Exchange to affirmatively solicit a subordination with the character, qualifications, and understanding, of that which was eventually consummated with Hughes. A contrary finding under the section 6 theory of recovery would appear to place national securities exchanges in an impossible position of making an ultimate choice between two alternative courses of action — either to submit themselves to a form of strict liability for the potential risks inherent in the type of protec*179tive scheme devised to preserve Dempsey, or to forego equally important obligations — legal and ethical — to other members of their national organizations and their clients. Such a choice does not seem to make sense under the Securities Exchange Act for it would at once remove fundamental flexibilities and discretions necessary for the effective functioning of national securities exchanges. Accordingly, the section 6 duty accorded to Hughes under the Securities Exchange Act was not breached by the Exchange.” (footnote omitted) [1973 Transfer Binder] CCH Fed.Sec.L.Rep. fl 94,133 at p. 95,-545 (Emphasis the court’s).
. There are a multitude of grounds available to articulate this denial of recovery to a plaintiff who has full knowledge, including no breach of duty of disclosure by the defendant, no due diligence by the plaintiff, no reliance by the plaintiff, waiver, and assumption of the risk. See generally, A. Bromberg, Securities Law: Fraud, Sec. 8.4(651)-(652) (1974).