Common use of Withdrawal and Substitution of Pledged Collateral Clause in Contracts

Withdrawal and Substitution of Pledged Collateral. (a) Any part of the Pledged Collateral may be withdrawn by the Borrower or substituted for cash or other Eligible Securities or Permitted Investments by the Borrower and shall be delivered to the Borrower by the Collateral Agent upon Borrower Order at any time and from time to time, together with any other documents or instruments of transfer or assignment necessary to reassign to the Borrower said Pledged Collateral and the interest of the Borrower, provided the aggregate Allowable Amount of Pledged Collateral remaining after such withdrawal or substitution shall at least equal the aggregate principal amount of the Bonds outstanding after such withdrawal or substitution, as shown by the Certificate of Pledged Collateral furnished to the Collateral Agent pursuant to Subsection (b)(i) of this Section. (b) Prior to any such withdrawal or substitution, the Collateral Agent shall be furnished with the following instruments: (i) a Certificate of Pledged Collateral, dated not more than 30 days prior to such withdrawal or substitution, showing that immediately after such withdrawal or substitution the requirements of Subsection (a) of this Section will be satisfied; and (ii) an Officers’ Certificate certifying that no Event of Default has occurred which has not been remedied. Upon any such withdrawal or substitution, the Borrower shall deliver any cash or Eligible Securities or Permitted Investments to be substituted and the Collateral Agent shall execute any instruments of transfer or assignment specified in a Borrower Order as necessary to vest in the Borrower any part of the Pledged Collateral withdrawn. In case an Event of Default shall have occurred and be continuing, the Borrower shall not withdraw or substitute any part of the Pledged Collateral, provided that any Pledged Collateral may be withdrawn (a) as provided for in Section 3.04; or (b) upon the deposit with the Collateral Agent of an amount of cash at least equal to the Allowable Amount (at the time of such withdrawal) of the Pledged Securities so withdrawn and the delivery to the Collateral Agent of the instruments referred to in Subsection (b)(i) of this Section and a Borrower Order.

Withdrawal and Substitution of Pledged Collateral. (a) Any part of the Pledged Collateral may be withdrawn by the Borrower National Rural or substituted for cash or other Eligible Securities or Permitted Investments by the Borrower National Rural and shall be delivered to the Borrower National Rural by the Collateral Agent upon Borrower National Rural Order at any time and from time to time, together with any other documents or instruments of transfer or assignment necessary to reassign to the Borrower National Rural said Pledged Collateral and the interest of the BorrowerNational Rural, provided the aggregate Allowable Amount of Pledged Collateral remaining after such withdrawal or substitution shall at least equal the aggregate principal amount of the Bonds Notes outstanding after such withdrawal or substitution, as shown by the Certificate of Pledged Collateral furnished to the Collateral Agent pursuant to Subsection (b)(i) of this Section. (b) Prior to any such withdrawal or substitution, the Collateral Agent shall be furnished with the following instruments: (i) a Certificate of Pledged Collateral, dated not more than 30 days as of the last day of the calendar month most recently ended at least 10 Business Days prior to such withdrawal or substitutionsubstitution (or a more recent date, at National Rural’s option), showing that immediately after such withdrawal or substitution the requirements of Subsection (a) of this Section will be satisfied; and (ii) an Officers’ Certificate certifying that no Event of Default has occurred which has not been remedied. Upon any such withdrawal or substitution, the Borrower National Rural shall deliver any cash or Eligible Securities or Permitted Investments to be substituted and the Collateral Agent shall execute any instruments of transfer or assignment specified in a Borrower National Rural Order as necessary to vest in the Borrower National Rural any part of the Pledged Collateral withdrawn. In case an Event of Default shall have occurred and be continuing, the Borrower National Rural shall not withdraw or substitute any part of the Pledged Collateral, provided that any Pledged Collateral may be withdrawn (a) as provided for in Section 3.04; or (b) upon the deposit with the Collateral Agent of an amount of cash at least equal to the Allowable Amount (at the time of such withdrawal) of the Pledged Securities so withdrawn and the delivery to the Collateral Agent of the instruments referred to in Subsection (b)(i) of this Section and a Borrower Order.

Withdrawal and Substitution of Pledged Collateral. (a) Any part of the Pledged Collateral may be withdrawn by the Borrower National Rural or substituted for cash or other Eligible Securities or Permitted Investments by the Borrower National Rural and shall be delivered to the Borrower National Rural by the Collateral Agent upon Borrower National Rural Order at any time and from time to time, together with any other documents or instruments of transfer or assignment necessary to reassign to the Borrower National Rural said Pledged Collateral and the interest of the BorrowerNational Rural, provided the aggregate Allowable Amount of Pledged Collateral remaining after such withdrawal or substitution shall at least equal the aggregate principal amount of the Bonds Notes outstanding after such withdrawal or substitution, as shown by the Certificate of Pledged Collateral furnished to the Collateral Agent pursuant to Subsection (b)(i) of this Section. (b) Prior to any such withdrawal or substitution, the Collateral Agent shall be furnished with the following instruments:instruments (with a copy to the Control Party): (i) a Certificate of Pledged Collateral, dated not more than 30 days as of the last day of the calendar month most recently ended at least ten (10) Business Days prior to such withdrawal or substitutionsubstitution (or a more recent date, at National Rural’s option), showing that immediately after such withdrawal or substitution the requirements of Subsection (a) of this Section will be satisfied; and (ii) an Officers’ Certificate certifying that no Event of Default has occurred which has not been remedied. Upon any such withdrawal or substitution, the Borrower National Rural shall deliver any cash or Eligible Securities or Permitted Investments to be substituted and the Collateral Agent shall execute any instruments of transfer or assignment specified in a Borrower National Rural Order as necessary to vest in the Borrower National Rural any part of the Pledged Collateral withdrawn. In case an Event of Default shall have occurred and be continuing, the Borrower National Rural shall not withdraw or substitute any part of the Pledged Collateral, provided that any Pledged Collateral may be withdrawn (a) as provided for in Section 3.04; or (b) upon the deposit with the Collateral Agent of an amount of cash at least equal to the Allowable Amount (at the time of such withdrawal) of the Pledged Securities so withdrawn and the delivery to the Collateral Agent of the instruments referred to in Subsection (b)(i) of this Section and a Borrower Order.

Withdrawal and Substitution of Pledged Collateral. (a) Any part of the Pledged Collateral may be withdrawn by the Borrower National Rural or substituted for cash or other Eligible Securities or Permitted Investments by the Borrower National Rural and shall be delivered to the Borrower National Rural by the Collateral Agent upon Borrower National Rural Order at any time and from time to time, together with any other documents or instruments of transfer or assignment necessary to reassign to the Borrower National Rural said Pledged Collateral and the interest of the BorrowerNational Rural, provided the aggregate Allowable Amount of Pledged Collateral remaining after such withdrawal or substitution shall at least equal the aggregate principal amount of the Bonds Notes outstanding after such withdrawal or substitution, as shown by the Certificate of Pledged Collateral furnished to the Collateral Agent pursuant to Subsection (b)(i) of this Section. (b) Prior to any such withdrawal or substitution, the Collateral Agent shall be furnished with the following instruments: (i) a Certificate of Pledged Collateral, dated not more than 30 days as of the last day of the calendar month most recently ended at least 10 Business Days prior to such withdrawal or substitution, showing that immediately after such withdrawal or substitution the requirements of Subsection (a) of this Section will be satisfied; and (ii) an Officers’ Certificate certifying that no Event of Default has occurred which has not been remedied. Upon any such withdrawal or substitution, the Borrower National Rural shall deliver any cash or Eligible Securities or Permitted Investments to be substituted and the Collateral Agent shall execute any instruments of transfer or assignment specified in a Borrower National Rural Order as necessary to vest in the Borrower National Rural any part of the Pledged Collateral withdrawn. In case an Event of Default shall have occurred and be continuing, the Borrower National Rural shall not withdraw or substitute any part of the Pledged Collateral, provided that any Pledged Collateral may be withdrawn (a) as provided for in Section 3.04; or (b) upon the deposit with the Collateral Agent of an amount of cash at least equal to the Allowable Amount (at the time of such withdrawal) of the Pledged Securities so withdrawn and the delivery to the Collateral Agent of the instruments referred to in Subsection (b)(i) of this Section and a Borrower Order.

Withdrawal and Substitution of Pledged Collateral. (a) Any part of the Pledged Collateral may be withdrawn by the Borrower or substituted for cash or other Eligible Securities or Permitted Investments by the Borrower and shall be delivered to the Borrower by the Collateral Agent upon Borrower Order at any time and from time to time, together with any other documents or instruments of transfer or assignment necessary to reassign to the Borrower said Pledged Collateral and the interest of the Borrower, provided the aggregate Allowable Amount of Pledged Collateral remaining after such withdrawal or substitution shall at least equal the aggregate principal amount of the Bonds Series E Bond outstanding after such withdrawal or substitution, as shown by the Certificate of Pledged Collateral furnished to the Collateral Agent pursuant to Subsection (b)(i) of this Section. (b) Prior to the withdrawal or substitution of Pledged Collateral with respect to the Series E Bond, the Borrower shall submit to RUS (i) a list of the portion of the Pledged Collateral to be withdrawn or substituted and the Eligible Securities, cash of Permitted Investments the Borrower intends to substitute as Pledged Collateral and (ii) Schedule A to the Certificate of Pledged Collateral setting forth any Eligible Securities, cash, or Permitted Investments to be submitted in connection with the withdrawal or substitution of Pledged Collateral. Upon RUS’s receipt of items listed in clause (i) and (ii) hereof, RUS shall have fourteen (14) days to reject any Eligible Security that the Borrower intends to substitute as Pledged Collateral by providing written notice of such rejection to the Borrower. The withdrawal or substitution of Pledged Collateral shall be deemed to have been approved by RUS in the event that RUS does not provide the Borrower with written notice of RUS’s rejection of any Eligible Security to be substituted within fourteen (14) days of RUS’s receipt of Schedule A to the Certificate of Pledged Collateral. In no event shall the Borrower substitute any Eligible Security as Pledged Collateral without RUS having first approved such substitution. (c) Prior to any such withdrawal or substitution, the Collateral Agent shall be furnished with the following instruments: (i) a Certificate of Pledged Collateral, dated not more than 30 days prior to such withdrawal or substitution, showing that immediately after such withdrawal or substitution the requirements of Subsection (a) of this Section will be satisfied; and (ii) an Officers’ Certificate certifying that no Event of Default has occurred which has not been remedied. Upon any such withdrawal or substitution, the Borrower shall deliver any cash or Eligible Securities or Permitted Investments to be substituted and the Collateral Agent shall execute any instruments of transfer or assignment specified in a Borrower Order as necessary to vest in the Borrower any part of the Pledged Collateral withdrawn. In case an Event of Default shall have occurred and be continuing, the Borrower shall not withdraw or substitute any part of the Pledged Collateral, provided that any Pledged Collateral may be withdrawn (a) as provided for in Section 3.04; or (b) upon the deposit with the Collateral Agent of an amount of cash at least equal to the Allowable Amount (at the time of such withdrawal) of the Pledged Securities so withdrawn and the delivery to the Collateral Agent of the instruments referred to in Subsection (b)(i) of this Section and a Borrower Order.

Withdrawal and Substitution of Pledged Collateral. (a) Any part of the Pledged Collateral may be withdrawn by the Borrower or substituted for cash or other Eligible Securities or Permitted Investments by the Borrower and shall be delivered to the Borrower by the Collateral Agent upon Borrower Order at any time and from time to time, together with any other documents or instruments of transfer or assignment necessary to reassign to the Borrower said Pledged Collateral and the interest of the Borrower, provided the aggregate Allowable Amount of Pledged Collateral remaining after such withdrawal or substitution shall at least equal the aggregate principal amount of the Bonds Series C Bond outstanding after such withdrawal or substitution, as shown by the Certificate of Pledged Collateral furnished to the Collateral Agent pursuant to Subsection (b)(i) of this Section. (b) Prior to any such withdrawal or substitution, the Collateral Agent shall be furnished with the following instruments: (i) a Certificate of Pledged Collateral, dated not more than 30 days prior to such withdrawal or substitution, showing that immediately after such withdrawal or substitution the requirements of Subsection (a) of this Section will be satisfied; and (ii) an Officers’ Certificate certifying that no Event of Default has occurred which has not been remedied. Upon any such withdrawal or substitution, the Borrower shall deliver any cash or Eligible Securities or Permitted Investments to be substituted and the Collateral Agent shall execute any instruments of transfer or assignment specified in a Borrower Order as necessary to vest in the Borrower any part of the Pledged Collateral withdrawn. In case an Event of Default shall have occurred and be continuing, the Borrower shall not withdraw or substitute any part of the Pledged Collateral, provided that any Pledged Collateral may be withdrawn (a) as provided for in Section 3.04; or (b) upon the deposit with the Collateral Agent of an amount of cash at least equal to the Allowable Amount (at the time of such withdrawal) of the Pledged Securities so withdrawn and the delivery to the Collateral Agent of the instruments referred to in Subsection (b)(i) of this Section and a Borrower Order.

Withdrawal and Substitution of Pledged Collateral. (a) Any part of the Pledged Collateral may be withdrawn by the Borrower National Rural or substituted for cash or other Eligible Securities or Permitted Investments by the Borrower National Rural and shall be delivered to the Borrower National Rural by the Collateral Agent upon Borrower National Rural Order at any time and from time to time, together with any other documents or instruments of transfer or assignment necessary to reassign to the Borrower National Rural said Pledged Collateral and the interest of the BorrowerNational Rural, provided the aggregate Allowable Amount of Pledged Collateral remaining after such withdrawal or substitution shall at least equal the aggregate principal amount of the Bonds Notes outstanding after such withdrawal or substitution, as shown by the Certificate of Pledged Collateral furnished to the Collateral Agent pursuant to Subsection (b)(i) of this Section. (b) Prior to any such withdrawal or substitution, the Collateral Agent shall be furnished with the following instruments: (i) a Certificate of Pledged Collateral, dated not more than 30 days as of the last day of the calendar month most recently ended at least ten (10) Business Days prior to such withdrawal or substitutionsubstitution (or a more recent date, at National Rural’s option), showing that immediately after such withdrawal or substitution the requirements of Subsection (a) of this Section will be satisfied; and (ii) an Officers’ Certificate certifying that no Event of Default has occurred which has not been remedied. Upon any such withdrawal or substitution, the Borrower National Rural shall deliver any cash or Eligible Securities or Permitted Investments to be substituted and the Collateral Agent shall execute any instruments of transfer or assignment specified in a Borrower National Rural Order as necessary to vest in the Borrower National Rural any part of the Pledged Collateral withdrawn. In case an Event of Default shall have occurred and be continuing, the Borrower National Rural shall not withdraw or substitute any part of the Pledged Collateral, provided that any Pledged Collateral may be withdrawn (a) as provided for in Section 3.04; or (b) upon the deposit with the Collateral Agent of an amount of cash at least equal to the Allowable Amount (at the time of such withdrawal) of the Pledged Securities so withdrawn and the delivery to the Collateral Agent of the instruments referred to in Subsection (b)(i) of this Section and a Borrower Order.

Withdrawal and Substitution of Pledged Collateral. (a) Any part of the Pledged Collateral may be withdrawn by the Borrower CFC or substituted for cash or other Eligible Securities or Permitted Investments by the Borrower CFC and shall be delivered to the Borrower CFC by the Collateral Agent upon Borrower CFC Order at any time and from time to time, together with any other documents or instruments of transfer or assignment necessary to reassign to the Borrower CFC said Pledged Collateral and the interest of the BorrowerCFC, provided the aggregate Allowable Amount of Pledged Collateral remaining after such withdrawal or substitution shall at least equal the aggregate principal amount of the Bonds Notes outstanding after such withdrawal or substitution, as shown by the Certificate of Pledged Collateral furnished to the Collateral Agent pursuant to Subsection (b)(i) of this Section. (b) Prior to any such withdrawal or substitution, the Collateral Agent shall be furnished with the following instruments: (i) a Certificate of Pledged Collateral, dated not more than 30 days prior to such withdrawal or substitution, showing that immediately after such withdrawal or substitution the requirements of Subsection (a) of this Section will be satisfied; and (ii) an Officers’ ' Certificate certifying that no Event of Default has occurred which has not been remedied. Upon any such withdrawal or substitution, the Borrower CFC shall deliver any cash or Eligible Securities or Permitted Investments to be substituted and the Collateral Agent shall execute any instruments of transfer or assignment specified in a Borrower CFC Order as necessary to vest in the Borrower CFC any part of the Pledged Collateral withdrawn. In case an Event of Default shall have occurred and be continuing, the Borrower CFC shall not withdraw or substitute any part of the Pledged Collateral, provided that any Pledged Collateral may be withdrawn (a) as provided for in Section 3.042.04; or (b) upon the deposit with the Collateral Agent of an amount of cash at least equal to the Allowable Amount (at the time of such withdrawal) of the Pledged Securities Collateral so withdrawn and the delivery to the Collateral Agent of the instruments referred to in Subsection (b)(i) of this Section and a Borrower CFC Order.

Withdrawal and Substitution of Pledged Collateral. (a) Any part of the Pledged Collateral may be withdrawn by the Borrower National Rural or substituted for cash or other Eligible Securities or Permitted Investments by the Borrower National Rural and shall be delivered to the Borrower National Rural by the Collateral Agent upon Borrower National Rural Order at any time and from time to time, together with any other documents or instruments of transfer or assignment necessary to reassign to the Borrower National Rural said Pledged Collateral and the interest of the BorrowerNational Rural, provided the aggregate Allowable Amount of Pledged Collateral remaining after such withdrawal or substitution shall at least equal the aggregate principal amount of the Bonds Notes outstanding after such withdrawal or substitution, as shown by the Certificate of Pledged Collateral furnished to the Collateral Agent pursuant to Subsection (b)(i) of this Section. (b) Prior to any such withdrawal or substitution, the Collateral Agent shall be furnished with the following instruments: (i) a Certificate of Pledged Collateral, dated not more than 30 days as of the last day of the calendar month most recently ended at least 10 Business Days prior to such withdrawal or substitution, showing that immediately after such withdrawal or substitution the requirements of Subsection (a) of this Section will be satisfied; and (ii) an Officers’ Certificate certifying that no Event of Default has occurred which has not been remedied. Upon any such withdrawal or substitution, the Borrower National Rural shall deliver any cash or Eligible Securities or Permitted Investments to be substituted and the Collateral Agent shall execute any instruments of transfer or assignment specified in a Borrower National Rural Order as necessary to vest in the Borrower National Rural any part of the Pledged Collateral withdrawn. In case an Event of Default shall have occurred and be continuing, the Borrower National Rural shall not withdraw or substitute any part of the Pledged Collateral, provided that any Pledged Collateral may be withdrawn (a) as provided for in Section 3.042.04; or (b) upon the deposit with the Collateral Agent of an amount of cash at least equal to the Allowable Amount (at the time of such withdrawal) of the Pledged Securities Collateral so withdrawn and the delivery to the Collateral Agent of the instruments referred to in Subsection (b)(i) of this Section and a Borrower National Rural Order.

Withdrawal and Substitution of Pledged Collateral. (a1) Any part of the Pledged Collateral may be withdrawn by the Borrower or substituted for cash or other Eligible Securities or Permitted Investments by the Borrower and shall be delivered to the Borrower by the Collateral Agent upon Borrower Order at any time and from time to time, together with any other documents or instruments of transfer or assignment necessary to reassign to the Borrower said Pledged Collateral and the interest of the Borrower, provided the aggregate Allowable Amount of Pledged Collateral remaining after such withdrawal or substitution shall at least equal the aggregate principal amount of the Bonds outstanding after such withdrawal or substitution, as shown by the Certificate of Pledged Collateral furnished to the Collateral Agent pursuant to Subsection (b)(i) of this Section. (b2) Prior to any such withdrawal or substitution, the Collateral Agent shall be furnished with the following instruments: (ia) a Certificate of Pledged Collateral, dated not more than 30 days prior to such withdrawal or substitution, showing that immediately after such withdrawal or substitution the requirements of Subsection (a) of this Section will be satisfied; and (iib) an Officers’ Certificate certifying that no Event of Default has occurred which has not been remedied. Upon any such withdrawal or substitution, the Borrower shall deliver any cash or Eligible Securities or Permitted Investments to be substituted and the Collateral Agent shall execute any instruments of transfer or assignment specified in a Borrower Order as necessary to vest in the Borrower any part of the Pledged Collateral withdrawn. In case an Event of Default shall have occurred and be continuing, the Borrower shall not withdraw or substitute any part of the Pledged Collateral, provided that any Pledged Collateral may be withdrawn (a) as provided for in Section 3.04; or (b) upon the deposit with the Collateral Agent of an amount of cash at least equal to the Allowable Amount (at the time of such withdrawal) of the Pledged Securities so withdrawn and the delivery to the Collateral Agent of the instruments referred to in Subsection (b)(i) of this Section and a Borrower Order.

Withdrawal and Substitution of Pledged Collateral. (a) Any part of the Pledged Collateral may be withdrawn by the Borrower or substituted for cash or other Eligible Securities Instruments or Permitted Investments by the Borrower and shall be delivered to the Borrower by the Collateral Agent upon Borrower Order at any time and from time to time, together with any other documents or instruments of transfer or assignment necessary to reassign to the Borrower said Pledged Collateral and the interest of the Borrower, provided the aggregate Allowable Amount of Pledged Collateral remaining after such withdrawal or substitution shall at least equal the aggregate principal amount of the Bonds outstanding after such withdrawal or substitution, as shown by the Certificate of Pledged Collateral furnished to the Collateral Agent pursuant to Subsection (b)(i) of this Section. (b) Prior to any such withdrawal or substitution, the Collateral Agent shall be furnished with the following instruments: (i) a Certificate of Pledged Collateral, dated not more than 30 days prior to such withdrawal or substitution, showing that immediately after such withdrawal or substitution the requirements of Subsection (a) of this Section will be satisfied; and (ii) an Officers’ Certificate certifying that no Event of Default has occurred which has not been remedied. Upon any such withdrawal or substitution, the Borrower shall deliver any cash or Eligible Securities Instruments or Permitted Investments to be substituted and the Collateral Agent shall execute any instruments of transfer or assignment specified in a Borrower Order as necessary to vest in the Borrower any part of the Pledged Collateral withdrawn. In case an Event of Default shall have occurred and be continuing, the Borrower shall not withdraw or substitute any part of the Pledged Collateral, provided that any Pledged Collateral may be withdrawn (a) as provided for in Section 3.04; or (b) upon the deposit with the Collateral Agent of an amount of cash at least equal to the Allowable Amount (at the time of such withdrawal) of the Pledged Securities Instruments so withdrawn and the delivery to the Collateral Agent of the instruments referred to in Subsection (b)(i) of this Section and a Borrower Order.

Withdrawal and Substitution of Pledged Collateral. (a) Any part of the Pledged Collateral may be withdrawn by the Borrower or substituted for cash or other Eligible Securities or Permitted Investments by the Borrower and shall be delivered to the Borrower by the Collateral Agent upon Borrower Order at any time and from time to time, together with any other documents or instruments of transfer or assignment necessary to reassign to the Borrower said Pledged Collateral and the interest of the Borrower, provided the aggregate Allowable Amount of Pledged Collateral remaining after such withdrawal or substitution shall at least equal the aggregate principal amount of the Bonds Bond(s) outstanding after such withdrawal or substitution, as shown by the Certificate of Pledged Collateral furnished to the Collateral Agent pursuant to Subsection (b)(i) of this Section. . (b) Prior to any such withdrawal or substitution, the Collateral Agent shall be furnished with the following instruments: : (i) a Certificate of Pledged Collateral, dated not more than 30 days prior to such withdrawal or substitution, showing that immediately after such withdrawal or substitution the requirements of Subsection (a) of this Section will be satisfied; and and (ii) an Officers’ ' Certificate certifying that no Event of Default has occurred which has not been remedied. Upon any such withdrawal or substitution, the Borrower shall deliver any cash or Eligible Securities or Permitted Investments to be substituted and the Collateral Agent shall execute any instruments of transfer or assignment specified in a Borrower Order as necessary to vest in the Borrower any part of the Pledged Collateral withdrawn. In case an Event of Default shall have occurred and be continuing, the Borrower shall not withdraw or substitute any part of the Pledged Collateral, provided that any Pledged Collateral may be withdrawn (a) as provided for in Section 3.04; or (b) upon the deposit with the Collateral Agent of an amount of cash at least equal to the Allowable Amount (at the time of such withdrawal) of the Pledged Securities so withdrawn and the delivery to the Collateral Agent of the instruments referred to in Subsection (b)(i) of this Section and a Borrower Order.

Withdrawal and Substitution of Pledged Collateral. (a) Any part of the Pledged Collateral may be withdrawn by the Borrower or substituted for cash or other Eligible Securities or Permitted Investments by the Borrower and shall be delivered to the Borrower by the Collateral Agent upon Borrower Order at any time and from time to time, together with any other documents or instruments of transfer or assignment necessary to reassign to the Borrower said Pledged Collateral and the interest of the Borrower, provided the aggregate Allowable Amount of Pledged Collateral remaining after such withdrawal or substitution shall at least equal the aggregate principal amount of the Bonds Series D Bond outstanding after such withdrawal or substitution, as shown by the Certificate of Pledged Collateral furnished to the Collateral Agent pursuant to Subsection (b)(i) of this Section. (b) Prior to any such withdrawal or substitution, the Collateral Agent shall be furnished with the following instruments: (i) a Certificate of Pledged Collateral, dated not more than 30 days prior to such withdrawal or substitution, showing that immediately after such withdrawal or substitution the requirements of Subsection (a) of this Section will be satisfied; and (ii) an Officers’ Certificate certifying that no Event of Default has occurred which has not been remedied. Upon any such withdrawal or substitution, the Borrower shall deliver any cash or Eligible Securities or Permitted Investments to be substituted and the Collateral Agent shall execute any instruments of transfer or assignment specified in a Borrower Order as necessary to vest in the Borrower any part of the Pledged Collateral withdrawn. In case an Event of Default shall have occurred and be continuing, the Borrower shall not withdraw or substitute any part of the Pledged Collateral, provided that any Pledged Collateral may be withdrawn (a) as provided for in Section 3.04; or (b) upon the deposit with the Collateral Agent of an amount of cash at least equal to the Allowable Amount (at the time of such withdrawal) of the Pledged Securities so withdrawn and the delivery to the Collateral Agent of the instruments referred to in Subsection (b)(i) of this Section and a Borrower Order.

Withdrawal and Substitution of Pledged Collateral. (a) Any part of the Pledged Collateral may be withdrawn by the Borrower or substituted for cash or other Eligible Securities Instruments or Permitted Investments by the Borrower and shall be delivered to the Borrower by the Collateral Agent upon Borrower Order at any time and from time to time, together with any other documents or instruments of transfer or assignment necessary to reassign to the Borrower said Pledged Collateral and the interest of the Borrower, provided the aggregate Allowable Amount of Pledged Collateral remaining after such withdrawal or substitution shall at least equal the aggregate principal amount of the Bonds outstanding after such withdrawal or substitution, as shown by the Certificate of Pledged Collateral furnished to the Collateral Agent pursuant to Subsection (b)(i) of this Section. (b) Prior to any such withdrawal or substitution, the Collateral Agent shall be furnished with the following instruments: (i) a Certificate of Pledged Collateral, dated not more than 30 days prior to such withdrawal or substitution, showing that immediately after such withdrawal or substitution the requirements of Subsection (a) of this Section will be satisfied; and (ii) an Officers’ Certificate certifying that no Event of Default has occurred which has not been remedied. Upon any such withdrawal or substitution, the Borrower shall deliver any cash or Eligible Securities Instruments or Permitted Investments to be substituted and the Collateral Agent shall execute any instruments of transfer or assignment specified in a Borrower Order as necessary to vest in the Borrower any part of the Pledged Collateral withdrawn. In case an Event of Default shall have occurred and be continuing, the Borrower shall not withdraw or substitute any part of the Pledged Collateral, provided that any Pledged Collateral may be withdrawn (a) as provided for in Section 3.04; or (b) upon the deposit with the Collateral Agent of an amount of cash at least equal to the Allowable Amount (at the time of such withdrawal) of the Pledged Securities Instruments so withdrawn and the delivery to the Collateral Agent of the instruments referred to in Subsection (b)(i) of this Section and a Borrower Order. (c) Prior to the withdrawal, substitution, or deposit of any Pledged Collateral by the Borrower, RUS shall have, in its sole discretion, the right to reject any withdrawal, substitution, or deposit of Pledged Collateral by providing written notice of such rejection to the Borrower within fourteen (14) Business Days of RUS’s receipt of the Borrower’s request to withdraw, substitute, or deposit Pledged Collateral. The withdrawal, substitution, or deposit of Pledged Collateral will be deemed to have been approved by RUS in the event that RUS does not reject the withdrawal, substitution, or deposit of Pledged Collateral by written notice within fourteen