Common use of Withdrawal of Assets Clause in Contracts

Withdrawal of Assets. (a) Any securities and evidences of indebtedness included in the Assets may be withdrawn from Agent in accordance with Customer's Instructions; provided, however, that except as provided below, such Instructions shall direct that the delivery of any such securities and evidences of indebtedness by Agent shall be made only to (i) a bank shown in Exhibit 1, or its Nominee, (ii) a broker, shown in Exhibit 1, or its Nominee, (iii) in the case of commercial paper, to the obligor upon payment. In the event the Instructions direct the delivery of Assets to any person or entity other than as set forth above, such Instructions shall be in writing and countersigned by a President, Vice President, Secretary or Treasurer of Customer or otherwise be authorized pursuant to a resolution duly adopted and provided to Agent in accordance with paragraph 10(c) below. (b) Upon receipt of such Instructions and subject to the terms and conditions thereof, Agent shall deliver the items specified therein to the person or entity designated and shall obtain a proper receipt therefore. (c) In connection with the sale of any Assets, Agent shall make delivery of such Assets only against payment therefore, in federal funds or by certified check or bank cashier's check, provided that, consistent with customary practice at the place of delivery, Agent may (i) make delivery for inspection prior to sale at buyer's location, upon delivery to Agent of a proper receipt therefore, to a member of registered national securities exchange or bank or trust company. In no event shall Agent be liable hereunder for not delivering Assets in accordance with Customer's Instructions where such delivery is withheld by reason of the purchaser's inability or unwillingness to make a payment therefore in federal funds or by certified or bank cashier's check or as otherwise provided in this paragraph 8(c). (d) Any cash included in the Assets may be withdrawn from Agent in accordance with written Instructions provided, however, that subject to a transfer or other disposition of securities by bookkeeping entry in connection with Agent's participation (through its agent) the Federal Reserve/Treasury book-entry system, Agent shall make payments of cash to, or from the account of, Customer only (i) upon the purchase of securities or other Assets and delivery of such securities or other Assets to Agent in proper form for transfer; (ii) to Customer's account with CoreStates Bank, N.A. or with such other bank as Customer may designate by written Instructions from time to time; (iii) for the payment of Agent's expenses and fees authorized in this Agreement; (iv) for payments in connection with the conversion, exchange or surrender of securities included in the Assets; or (v) for other proper purposes. In making any cash payments, Agent shall first receive Instructions requesting such payment and stating the purpose therefore, and in the case of a payment under clause (v) above, such Instructions shall, except as otherwise authorized pursuant to a resolution duly adopted by the Customer or provided to Agent in accordance with paragraph 10 (c) below, be in writing and shall be countersigned by the President, Vice President, Secretary or Treasurer of Customer. (e) Agent shall promptly notify the Treasurer of the Customer of all withdrawals from or deliveries to Agent for Customer's account hereunder. 4 9.

Withdrawal of Assets. (a) Any securities and evidences evidence of -------------------- indebtedness included in the Assets may be withdrawn from Agent in accordance with CustomerOwner's Instructions; provided, however, ; however that except as provided below, such Instructions shall direct that the delivery of any such securities and evidences of indebtedness by Agent shall be made only to (i) a bank shown in Exhibit 1, or trust company or its Nomineenominee, (ii) a brokerbroker or its nominee, shown in Exhibit 1(iii) the DTC or its nominee, (iv) the PTC, or its Nomineenominee, (iiiv) The Federal Reserve, or (vi) in the case of commercial paper, to the obligor upon payment. In the event the Instructions direct the delivery of Assets to any person or entity other than as set forth above, such Instructions instructions shall be in writing and countersigned by a President, Vice President, Secretary or Treasurer of Customer the Owner or otherwise be authorized pursuant to a resolution duly adopted by the Owner and provided to Agent agent in accordance with paragraph 10(c14(c) below. (b) Upon receipt of such Instructions and subject to the terms and conditions thereof, Agent shall deliver the items specified therein to the person or entity designated and shall obtain a proper receipt thereforetherefor. (c) In connection with the sale of any Assets, Agent shall make delivery of such Assets only against payment therefore, therefor in federal funds or by certified check or bank cashier's check, provided that, consistent with customary -------- practice at the place of delivery, Agent may (i) make delivery for inspection prior to sale at buyer's location, upon delivery to Agent of a proper receipt thereforetherefor, to a member of a registered national securities exchange or bank or trust company, and (ii) may accept as payment for such delivered assets an uncertified check of such an entity. In no event shall Agent be liable hereunder for not delivering Assets in accordance with CustomerOwner's Instructions where such delivery is withheld by reason of the purchaser's inability or unwillingness to make a payment therefore therefor in federal funds or by certified or bank cashier's check or as otherwise provided in this paragraph 8(c11(c). (d) Any cash included in the Assets may be withdrawn from Agent in accordance with written Instructions the Owner's Instructions, provided, however, that subject to a transfer or other disposition of securities by bookkeeping entry in connection with Agent's participation (through its agent) in DTC, PTC, or the Federal Reserve/Treasury book-entry system, Agent shall make payments of cash to, or from the account of, Customer Owner only (i) upon the purchase of securities or other Assets and delivery of such securities or other Assets to Agent in proper form for transfer; (ii) to CustomerOwner's account with CoreStates Bank, N.A. First Union National Bank or with such other bank as Customer Owner may designate by written Instructions from time to time; (iii) for the payment of Agent's expenses and fees authorized in with this Agreement; and (iv) for payments in connection with the conversion, exchange or surrender of securities included in the Assets; or (v) for other proper purposes. In making any cash payments, Agent shall first receive Instructions requesting such payment and stating the purpose therefore, and in the case of a payment under clause (v) above, such Instructions shall, except as otherwise written instructions authorized pursuant to a resolution duly adopted by the Customer or provided to Agent in accordance with paragraph 10 (c) below, be in writing and shall be countersigned by the President, Vice President, Secretary or Treasurer of CustomerOwner. (e) Agent shall promptly notify the Treasurer of the Customer Owner of all withdrawals from or deliveries to Agent Bank for CustomerOwner's account hereunder. 4 9.

Withdrawal of Assets. (a) Any securities and No cash, securities, evidences of indebtedness or any other property included in the Assets may be withdrawn from Agent the Account Bank except in accordance with Customerthe Pledgee's Instructions; provided, however, that except as provided below, such Instructions shall direct that the delivery of any such securities and evidences of indebtedness by Agent shall be made only to (i) a bank shown in Exhibit 1, or its Nominee, (ii) a broker, shown in Exhibit 1, or its Nominee, (iii) in the case of commercial paper, to the obligor upon payment. In the event the Instructions direct the delivery of Assets to any person or entity other than as set forth above, such Instructions shall be in writing and countersigned by a President, Vice President, Secretary or Treasurer of Customer or otherwise be authorized pursuant to a resolution duly adopted and provided to Agent in accordance with paragraph 10(c) below. (b) Upon receipt of such Instructions and subject to the terms and conditions thereof, Agent the Account Bank shall deliver the items specified therein to the person or entity designated and shall obtain a proper receipt thereforetherefor. (c) In connection with the sale of any Assets, Agent the Account Bank shall make delivery of such Assets only against payment thereforetherefor, in federal funds or by certified check or bank cashier's check, provided that, consistent with customary practice at the place of delivery, Agent the Account Bank may (i) make delivery for inspection prior to sale at buyerthe purchaser's location, upon delivery to Agent the Account Bank of a proper receipt thereforetherefor, to a member of registered national securities exchange or bank or trust company. In no event shall Agent the Account Bank be liable hereunder for not delivering Assets in accordance with Customerthe Pledgee's Instructions where such delivery is withheld by reason of the purchaser's inability or unwillingness to make a payment therefore in federal funds or by certified or bank cashier's check or as otherwise provided in this paragraph 8(c10(c). (d) Any cash included in the Assets may be withdrawn from Agent the Account Bank in accordance with written Instructions the terms of paragraph 10(a) provided, however, that subject to a transfer or other disposition of securities by bookkeeping entry in connection with Agentthe Account Bank's participation (through its agent) in the Federal Reserve/Treasury book-entry system, Agent the Account Bank shall make payments of cash to, or from the account of, Customer Pledgee only (i) upon for the purchase of securities Government Obligations or other Assets and delivery of such securities or other Assets to Agent the Account Bank in proper form for transfer; (ii) to Customer's account with CoreStates Bank, N.A. or with such other bank as Customer may designate by written Instructions from time to time; (iii) for the payment of Agentthe Account Bank's expenses and fees authorized in this Agreement; and (iviii) for payments in connection with the conversion, exchange or surrender of securities Government Obligations included in the Assets; or (v) for other proper purposes. In making any cash payments, Agent shall first receive Instructions requesting such payment and stating the purpose therefore, and in the case of a payment under clause (v) above, such Instructions shall, except as otherwise authorized pursuant to a resolution duly adopted by the Customer or provided to Agent in accordance with paragraph 10 (c) below, be in writing and shall be countersigned by the President, Vice President, Secretary or Treasurer of Customer. (e) Agent The Account Bank shall promptly notify the Treasurer of the Customer Pledgee of all withdrawals from or deliveries to Agent the Account Bank for Customerthe Pledgee's account hereunder. 4 9.

Withdrawal of Assets. (a) Any securities and evidences evidence of indebtedness included in the Assets may be withdrawn from Agent Bank in accordance with CustomerFund's Instructions; provided, however, ; however that except as provided below, such Instructions shall direct that the delivery of any such securities and evidences of indebtedness by Agent Bank shall be made only to (i) a bank shown in Exhibit 1, or trust company or its Nomineenominee, (ii) a brokerbroker or its nominee, shown in Exhibit 1(iii) the DTC or its nominee, (iv) the PTC, or its Nomineenominee, (iiiv) The Federal Reserve, or (vi) in the case of commercial paper, to the obligor upon payment. In the event the Instructions direct the delivery of Assets to any person or entity other than as set forth above, such Instructions shall be in writing and countersigned by a President, Vice President, Secretary or Treasurer of Customer the Fund or otherwise be authorized pursuant to a resolution duly adopted by the Fund and provided to Agent agent in accordance with paragraph 10(c14(c) below.. 4 (b) Upon receipt of such Instructions and subject to the terms and conditions thereof, Agent Bank shall deliver the items specified therein to the person or entity designated and shall obtain a proper receipt thereforetherefor. (c) In connection with the sale of any Assets, Agent Bank shall make delivery of such Assets only against payment therefore, therefor in federal funds or by certified check or bank cashier's check, provided that, consistent with customary practice at the place of delivery, Agent Bank may (i) make delivery for inspection prior to sale at buyer's location, upon delivery to Agent Bank of a proper receipt thereforetherefor, to a member of a registered national securities exchange or bank or trust company, and (ii) may accept as payment for such delivered assets an uncertified check of such an entity. In no event shall Agent Bank be liable hereunder for not delivering Assets in accordance with CustomerFund's Instructions where such delivery is withheld by reason of the purchaser's inability or unwillingness to make a payment therefore therefor in federal funds or by certified or bank cashier's check or as otherwise provided in this paragraph 8(c11(c). (d) Any cash included in the Assets may be withdrawn from Agent Bank in accordance with written Instructions the Fund's Instructions, provided, however, that subject to a transfer or other disposition of securities by bookkeeping entry in connection with AgentBank's participation (through its agent) in DTC, PTC, or the Federal Reserve/Treasury book-entry system, Agent Bank shall make payments of cash to, or from the account of, Customer Fund only (i) upon the purchase of securities or other Assets and delivery of such securities or other Assets to Agent Bank in proper form for transfer; (ii) to CustomerFund's account with CoreStates Bank, Bank N.A. or with such other bank as Customer Fund may designate by written Instructions from time to time; (iii) for the payment of AgentBank's expenses and fees authorized in with this Agreement; and (iv) for payments in connection with the conversion, exchange or surrender of securities included in the Assets; or (v) for other proper purposes. In making any cash payments, Agent Bank shall first receive written Instructions requesting such payment and stating the purpose therefore, and in the case of a payment under clause (v) above, such Instructions shall, except as otherwise authorized pursuant to a resolution duly adopted by the Customer or provided to Agent in accordance with paragraph 10 (c) below, be in writing and shall be countersigned by the President, Vice President, Secretary or Treasurer of CustomerFund. (e) Agent Bank shall promptly notify the Treasurer of the Customer Fund of all withdrawals from or deliveries to Agent Bank for CustomerFund's account hereunder. 4 9.

Withdrawal of Assets. (a) Any securities and No cash, securities, evidences of -------------------- indebtedness or any other property included in the Assets may be withdrawn from Agent Account Bank except in accordance with Customerthe Pledgee's Instructions; provided, however, that except as provided below, such Instructions shall direct that the delivery of any such securities and evidences of indebtedness by Agent shall be made only to (i) a bank shown in Exhibit 1, or its Nominee, (ii) a broker, shown in Exhibit 1, or its Nominee, (iii) in the case of commercial paper, to the obligor upon payment. In the event the Instructions direct the delivery of Assets to any person or entity other than as set forth above, such Instructions shall be in writing and countersigned by a President, Vice President, Secretary or Treasurer of Customer or otherwise be authorized pursuant to a resolution duly adopted and provided to Agent in accordance with paragraph 10(c) below. (b) Upon receipt of such Instructions and subject to the terms and conditions thereof, Agent Account Bank shall deliver the items specified therein to the person or entity designated and shall obtain a proper receipt thereforetherefor. (c) In connection with the sale of any Assets, Agent Account Bank shall make delivery of such Assets only against payment thereforetherefor, in federal funds or by certified check or bank cashier's check, provided that, consistent with customary practice at the place of delivery, Agent Account Bank may (i) make delivery for inspection prior to sale at buyer's location, upon delivery to Agent Account Bank of a proper receipt therefore, to a member of registered national securities exchange or bank or trust company. In no event shall Agent Account Bank be liable hereunder for not delivering Assets in accordance with CustomerPledgee's Instructions where such delivery is withheld by reason of the purchaser's inability or unwillingness to make a payment therefore in federal funds or by certified or bank cashier's check or as otherwise provided in this paragraph 8(c10(c). (d) Any cash included in the Assets may be withdrawn from Agent Account Bank in accordance with written Instructions the terms of paragraph 10(a) provided, however, that subject to a transfer or other disposition of securities by bookkeeping entry in connection with AgentAccount Bank's participation (through its agent) in the Federal Reserve/Treasury book-entry system, Agent Account Bank shall make payments of cash to, or from the account of, Customer Pledgee only (i) upon for the purchase of securities Government Obligations or other Assets and delivery of such securities or other Assets to Agent Account Bank in proper form for transfer; (ii) to Customer's account with CoreStates Bank, N.A. or with such other bank as Customer may designate by written Instructions from time to time; (iii) for the payment of AgentAccount Bank's expenses and fees authorized in this Agreement; (iviii) for payments in connection with the conversion, exchange or surrender of securities Government Obligations included in the Assets; or (v) for other proper purposes. In making any cash payments, Agent shall first receive Instructions requesting such payment and stating the purpose therefore, and in the case of a payment under clause (v) above, such Instructions shall, except as otherwise authorized pursuant to a resolution duly adopted by the Customer or provided to Agent in accordance with paragraph 10 (c) below, be in writing and shall be countersigned by the President, Vice President, Secretary or Treasurer of Customer. (e) Agent Account Bank shall promptly notify the Treasurer of the Customer Pledgee of all withdrawals from or deliveries to Agent Account Bank for CustomerPledgee's account hereunder. 4 9.

Withdrawal of Assets. (a) Any securities and evidences evidence of indebtedness included in the Assets may be withdrawn from Agent in accordance with CustomerOwner's Instructions; provided, however, ; however that except as provided below, such Instructions shall direct that the delivery of any such securities and evidences of indebtedness by Agent shall be made only to (iI) a bank shown in Exhibit 1, or trust company or its Nomineenominee, (ii) a brokerbroker or its nominee, shown in Exhibit 1(iii) the DTC or its nominee, (iv) the PTC, or its Nomineenominee, (iiiv) The Federal Reserve, or (vi) in the case of commercial paper, to the obligor upon payment. In the event the Instructions direct the delivery of Assets to any person or entity other than as set forth above, such Instructions shall be in writing and countersigned by a President, Vice President, Secretary or Treasurer of Customer the Owner or otherwise be authorized pursuant to a resolution duly adopted by the Owner and provided to Agent agent in accordance with paragraph 10(c14(c) below. (b) Upon receipt of such Instructions and subject to the terms and conditions thereof, Agent shall deliver the items specified therein to the person or entity designated and shall obtain a proper receipt thereforetherefor. (c) In connection with the sale of any Assets, Agent shall make delivery of such Assets only against payment therefore, therefor in federal funds or by certified check or bank cashier's check, provided PROVIDED that, consistent with customary practice at the place of delivery, Agent may (iI) make delivery for inspection prior to sale at buyer's location, upon delivery to Agent of a proper receipt thereforetherefor, to a member of a registered national securities exchange or bank or trust company, and (ii) may accept as payment for such delivered assets an uncertified check of such an entity. In no event shall Agent be liable hereunder for not delivering Assets in accordance with CustomerOwner's Instructions where such delivery is withheld by reason of the purchaser's inability or unwillingness to make a payment therefore therefor in federal funds or by certified or bank cashier's check or as otherwise provided in this paragraph 8(c11(c). (d) Any cash included in the Assets may be withdrawn from Agent in accordance with written Instructions the Owner's Instructions, provided, however, that subject to a transfer or other disposition of securities by bookkeeping entry in connection with Agent's participation (through its agent) in DTC, PTC, or the Federal Reserve/Treasury book-entry system, Agent shall make payments of cash to, or from the account of, Customer Owner only (iI) upon the purchase of securities or other Assets and delivery of such securities or other Assets to Agent in proper form for transfer; (ii) to CustomerOwner's account with CoreStates Bank, N.A. First Union National Bank or with such other bank as Customer Owner may designate by written Instructions from time to time; (iii) for the payment of Agent's expenses and fees authorized in with this Agreement; and (iv) for payments in connection with the conversion, exchange or surrender of securities included in the Assets; or (v) for other proper purposes. In making any cash payments, Agent shall first receive written Instructions requesting such payment and stating the purpose therefore, and in the case of a payment under clause (v) above, such Instructions shall, except as otherwise authorized pursuant to a resolution duly adopted by the Customer or provided to Agent in accordance with paragraph 10 (c) below, be in writing and shall be countersigned by the President, Vice President, Secretary or Treasurer of CustomerOwner. (e) Agent shall promptly notify the Treasurer of the Customer Owner of all withdrawals from or deliveries to Agent Bank for CustomerOwner's account hereunder. 4 9.

Withdrawal of Assets. (a) Any securities and evidences evidence of indebtedness included in the Assets may be withdrawn from Agent in accordance with CustomerOwner's Instructions; provided, however, ; however that except as provided below, such Instructions shall direct that the delivery of any such securities and evidences of indebtedness by Agent shall be made only to (iI) a bank shown in Exhibit 1, or trust company or its Nomineenominee, (ii) a brokerbroker or its nominee, shown in Exhibit 1(iii) the DTC or its nominee, (iv) the PTC, or its Nomineenominee, (iiiv) The Federal Reserve, or (vi) in the case of commercial paper, to the obligor upon payment. In the event the Instructions direct the delivery of Assets to any person or entity other than as set forth above, such Instructions shall be in writing and countersigned by a President, Vice President, Secretary or Treasurer of Customer the Owner or otherwise be authorized pursuant to a resolution duly adopted by the Owner and provided to Agent agent in accordance with paragraph 10(c14(c) below. (b) Upon receipt of such Instructions and subject to the terms and conditions thereof, Agent shall deliver the items specified therein to the person or entity designated and shall obtain a proper receipt thereforetherefor. (c) In connection with the sale of any Assets, Agent shall make delivery of such Assets only against payment therefore, therefor in federal funds or by certified check or bank cashier's check, provided that, consistent with customary practice at the place of delivery, Agent may (iI) make delivery for inspection prior to sale at buyer's location, upon delivery to Agent of a proper receipt thereforetherefor, to a member of a registered national securities exchange or bank or trust company, and (ii) may accept as payment for such delivered assets an uncertified check of such an entity. In no event shall Agent be liable hereunder for not delivering Assets in accordance with CustomerOwner's Instructions where such delivery is withheld by reason of the purchaser's inability or unwillingness to make a payment therefore therefor in federal funds or by certified or bank cashier's check or as otherwise provided in this paragraph 8(c11(c). (d) Any cash included in the Assets may be withdrawn from Agent in accordance with written Instructions the Owner's Instructions, provided, however, that subject to a transfer or other disposition of securities by bookkeeping entry in connection with Agent's participation (through its agent) in DTC, PTC, or the Federal Reserve/Treasury book-entry system, Agent shall make payments of cash to, or from the account of, Customer Owner only (iI) upon the purchase of securities or other Assets and delivery of such securities or other Assets to Agent in proper form for transfer; (ii) to CustomerOwner's account with CoreStates Bank, N.A. First Union National Bank or with such other bank as Customer Owner may designate by written Instructions from time to time; (iii) for the payment of Agent's expenses and fees authorized in with this Agreement; and (iv) for payments in connection with the conversion, exchange or surrender of securities included in the Assets; or (v) for other proper purposes. In making any cash payments, Agent shall first receive written Instructions requesting such payment and stating the purpose therefore, and in the case of a payment under clause (v) above, such Instructions shall, except as otherwise authorized pursuant to a resolution duly adopted by the Customer or provided to Agent in accordance with paragraph 10 (c) below, be in writing and shall be countersigned by the President, Vice President, Secretary or Treasurer of CustomerOwner. (e) Agent shall promptly notify the Treasurer of the Customer Owner of all withdrawals from or deliveries to Agent Bank for CustomerOwner's account hereunder. 4 9.

Withdrawal of Assets. (a) Any securities and evidences evidence of -------------------- indebtedness included in the Assets may be withdrawn from Agent in accordance with CustomerOwner's Instructions; provided, however, ; however that except as provided below, such Instructions shall direct that the delivery of any such securities and evidences of indebtedness by Agent shall be made only to (i) a bank shown in Exhibit 1, or trust company or its Nomineenominee, (ii) a brokerbroker or its nominee, shown in Exhibit 1(iii) the DTC or its nominee, (iv) the PTC, or its Nomineenominee, (iiiv) The Federal Reserve, or (vi) in the case of commercial paper, to the obligor upon payment. In the event the Instructions direct the delivery of Assets to any person or entity other than as set forth above, such Instructions shall be in writing and countersigned by a President, Vice President, Secretary or Treasurer of Customer the Owner or otherwise be authorized pursuant to a resolution duly adopted by the Owner and provided to Agent agent in accordance with paragraph 10(c14(c) below. (b) Upon receipt of such Instructions and subject to the terms and conditions thereof, Agent shall deliver the items specified therein to the person or entity designated and shall obtain a proper receipt thereforetherefor. (c) In connection with the sale of any Assets, Agent shall make delivery of such Assets only against payment therefore, therefor in federal funds or by certified check or bank cashier's check, provided that, consistent with customary -------- practice at the place of delivery, Agent may (i) make delivery for inspection prior to sale at buyer's location, upon delivery to Agent of a proper receipt thereforetherefor, to a member of a registered national securities exchange or bank or trust company, and (ii) may accept as payment for such delivered assets an uncertified check of such an entity. In no event shall Agent be liable hereunder for not delivering Assets in accordance with CustomerOwner's Instructions where such delivery is withheld by reason of the purchaser's inability or unwillingness to make a payment therefore therefor in federal funds or by certified or bank cashier's check or as otherwise provided in this paragraph 8(c11(c). (d) Any cash included in the Assets may be withdrawn from Agent in accordance with written Instructions the Owner's Instructions, provided, however, that subject to a transfer or other disposition of securities by bookkeeping entry in connection with Agent's participation (through its agent) in DTC, PTC, or the Federal Reserve/Treasury book-entry system, Agent shall make payments of cash to, or from the account of, Customer Owner only (i) upon the purchase of securities or other Assets and delivery of such securities or other Assets to Agent in proper form for transfer; (ii) to CustomerOwner's account with CoreStates Bank, N.A. First Union National Bank or with such other bank as Customer Owner may designate by written Instructions from time to time; (iii) for the payment of Agent's expenses and fees authorized in with this Agreement; and (iv) for payments in connection with the conversion, exchange or surrender of securities included in the Assets; or (v) for other proper purposes. In making any cash payments, Agent shall first receive written Instructions requesting such payment and stating the purpose therefore, and in the case of a payment under clause (v) above, such Instructions shall, except as otherwise authorized pursuant to a resolution duly adopted by the Customer or provided to Agent in accordance with paragraph 10 (c) below, be in writing and shall be countersigned by the President, Vice President, Secretary or Treasurer of CustomerOwner. (e) Agent shall promptly notify the Treasurer of the Customer Owner of all withdrawals from or deliveries to Agent Bank for CustomerOwner's account hereunder. 4 9.

Withdrawal of Assets. (a) Any securities and evidences of indebtedness included in the Assets may be withdrawn from Agent in accordance with Customer's Instructions; instructions, provided, however, that except as provided below, such Instructions instructions shall direct that the delivery of any such securities and evidences of indebtedness by Agent shall be made only to (i) a bank shown in Exhibit 1, or its Nominee, (ii) a broker, shown in Exhibit 1, or its Nominee, (iii) in the case of commercial paper, to the obligor upon payment. In the event the Instructions instructions direct the delivery of Assets to any person or entity other than as set forth above, such Instructions instructions shall be in writing and countersigned by a President, Vice President, Secretary or Treasurer of Customer or otherwise be authorized pursuant to a resolution duly adopted and provided to Agent in accordance with paragraph 10(c) below. (b) Upon receipt of such Instructions instructions and subject to the terms and conditions thereof, Agent shall deliver the items specified therein to the person or entity designated and shall obtain a proper receipt therefore. (c) In connection with the sale of any Assets, Agent shall make delivery of such Assets only against payment therefore, in federal funds or by certified check or bank cashier's cashiers check, provided that, consistent with customary practice at the place of delivery, . Agent may (i) make delivery for inspection prior to sale at buyer's location, upon delivery to Agent of a proper receipt therefore, to a member of registered national securities exchange or bank or trust company. In no event shall Agent be liable hereunder for not delivering Assets in accordance with Customer's Instructions instructions where such delivery is withheld by reason of the purchaser's inability or unwillingness to make a payment therefore in federal funds or by certified or bank cashier's check or as otherwise provided in this paragraph 8(c). (d) Any cash included in the Assets may be withdrawn from Agent in accordance with written Instructions instructions provided, however, that subject to a transfer or other disposition of securities by bookkeeping entry in connection with Agent's participation (through its agent) the Federal Reserve/Treasury book-entry system, Agent shall make payments of cash to, or from the account of, Customer only (i) upon the purchase of securities or other Assets and delivery of such securities or other Assets to Agent in proper form for transfer; (ii) to Customer's account with CoreStates Bank, N.A. or with such other bank as Customer may designate by written Instructions instructions from time to time; (iii) for the payment of Agent's expenses and fees authorized in this Agreement; (iv) for payments in connection with the conversion, exchange or surrender of securities included in the Assets; or (v) for other proper purposes. In making any cash payments, Agent shall first receive Instructions instructions requesting such payment and stating the purpose therefore, and in the case of a payment under clause (v) above, such Instructions instructions shall, except as otherwise authorized pursuant to a resolution duly adopted by the Customer or provided to Agent in accordance with paragraph 10 (c10(c) below, be in writing and shall be countersigned by the President, Vice President, Secretary or Treasurer of Customer. (e) Agent shall promptly notify the Treasurer of the Customer of all withdrawals from or deliveries to Agent for Customer's account hereunder. 4 9.

Withdrawal of Assets. (a) Any securities and evidences evidence of indebtedness included in the Assets may be withdrawn from Agent in accordance with Customer's Owners Instructions, provided; provided, however, however that except as provided below, such Instructions shall direct that the delivery of any such securities and evidences of indebtedness by Agent shall be made only to (i) a bank shown in Exhibit 1, or trust company or its Nomineenominee, (ii) a brokerbroker or its nominee, shown in Exhibit 1(iii) the DTC or its nominee, (iv) the PTC, or its Nomineenominee, (iiiv) The Federal Reserve, or (vi) in the case of commercial paper, to the obligor upon payment. In the event the Instructions direct the delivery of Assets to any person or entity other than as set forth above, such Instructions shall be in writing and countersigned by a President, Vice President, Secretary or Treasurer of Customer the Owner or otherwise be authorized pursuant to a resolution duly adopted by the Owner and provided to Agent agent in accordance with paragraph 10(c14(c) below. (b) Upon receipt of such Instructions and subject to the terms and conditions thereof, Agent shall deliver the items specified therein to the person or entity designated and shall obtain a proper receipt thereforetherefor. (c) In connection with the sale of any Assets, Agent shall make delivery of such Assets only against payment therefore, therefor in federal funds or by certified check or bank cashier's check, provided that, consistent with customary practice at the place of delivery, Agent may (i) make delivery for inspection prior to sale at buyer's location, upon delivery to Agent of a proper receipt thereforetherefor, to a member of a registered national securities exchange or bank or trust company, and (ii) may accept as payment for such delivered assets an uncertified check of such an entity. In no event shall Agent be liable hereunder for not delivering Assets in accordance with CustomerOwner's Instructions where such delivery is withheld by reason of the purchaser's inability or unwillingness to make a payment therefore therefor in federal funds or by certified or bank cashier's check or as otherwise provided in this paragraph 8(c11(c). (d) Any cash included in the Assets may be withdrawn from Agent in accordance with written Instructions the Owner's Instructions, provided, however, that subject to a transfer or other disposition of securities by bookkeeping entry in connection with Agent's participation (through its agent) in DTC, PTC, or the Federal Reserve/Treasury book-entry system, Agent shall make payments of cash to, or from the account of, Customer of Owner only (i) upon the purchase of securities or other Assets and delivery of such securities or other Assets to Agent in proper form for transfer; (ii) to CustomerOwner's account with CoreStates Bank, N.A. First Union National Bank or with such other bank as Customer Owner may designate by written Instructions from time to time; (iii) for the payment of Agent's expenses and fees authorized in with this Agreement; and (iv) for payments in connection with the conversion, exchange or surrender of securities included in the Assets; or (v) for other proper purposes. In making any cash payments, Agent shall first receive written Instructions requesting such payment and stating the purpose therefore, and in the case of a payment under clause (v) above, such Instructions shall, except as otherwise authorized pursuant to a resolution duly adopted by the Customer or provided to Agent in accordance with paragraph 10 (c) below, be in writing and shall be countersigned by the President, Vice President, Secretary or Treasurer of CustomerOwner. (e) Agent shall promptly notify the Treasurer of the Customer Owner of all withdrawals from or deliveries to Agent Bank for CustomerOwner's account hereunder. 4 9.

Withdrawal of Assets. (a) Any securities and evidences evidence of -------------------- indebtedness included in the Assets may be withdrawn from Agent in accordance with CustomerOwner's Instructions; provided, however, ; however that except as provided below, such Instructions shall direct that the delivery of any such securities and evidences of indebtedness by Agent shall be made only to (i) a bank shown in Exhibit 1, or trust company or its Nomineenominee, (ii) a brokerbroker or its nominee, shown in Exhibit 1(iii) the DTC or its nominee, (iv) the PTC, or its Nomineenominee, (iiiv) The Federal Reserve, or (vi) in the case of commercial paper, to the obligor upon payment. In the event the Instructions direct the delivery of Assets to any person or on entity other than as set forth above, such Instructions shall be in writing and countersigned by a President, Vice President, Secretary or Treasurer of Customer the Owner or otherwise be authorized pursuant to a resolution duly adopted by the Owner and provided to Agent agent in accordance with paragraph 10(c14(c) below. (b) Upon receipt of such Instructions and subject to the terms and conditions thereof, Agent shall deliver the items specified therein to the person or entity designated and shall obtain a proper receipt thereforetherefor. (c) In connection with the sale of any Assets, Agent shall make delivery of such Assets only against payment therefore, therefor in federal funds or by certified check or bank cashier's check, provided that, consistent with customary -------- practice at the place of delivery, Agent may (i) make delivery for inspection prior to sale at buyer's location, upon delivery to Agent of a proper receipt thereforetherefor, to a member of a registered national securities exchange or bank or trust company, and (ii) may accept as payment for such delivered assets an uncertified check of such an entity. In no event shall Agent be liable hereunder for not delivering Assets in accordance with CustomerOwner's Instructions where such delivery is withheld by reason of the purchaser's inability or unwillingness to make a payment therefore therefor in federal funds or by certified or bank cashier's check or as otherwise provided in this paragraph 8(c11(c). (d) Any cash included in the Assets may be withdrawn from Agent in accordance with written Instructions the Owner's Instructions, provided, however, that subject to a transfer or other disposition of securities by bookkeeping entry in connection with Agent's participation (through its agent) in DTC, PTC, or the Federal Reserve/Treasury book-entry system, Agent shall make payments of cash to, or from the account of, Customer Owner only (iI) upon the purchase of securities or other Assets and delivery of such securities or other Assets to Agent in proper form for transfer; (ii) to CustomerOwner's account with CoreStates Bank, N.A. First Union National Bank or with such other bank as Customer Owner may designate by written Instructions from time to time; (iii) for the payment of Agent's expenses and fees authorized in with this Agreement; and (iv) for payments in connection with the conversion, exchange or surrender of securities included in the Assets; or (v) for other proper purposes. In making any cash payments, Agent shall first receive written Instructions requesting such payment and stating the purpose therefore, and in the case of a payment under clause (v) above, such Instructions shall, except as otherwise authorized pursuant to a resolution duly adopted by the Customer or provided to Agent in accordance with paragraph 10 (c) below, be in writing and shall be countersigned by the President, Vice President, Secretary or Treasurer of CustomerOwner. (e) Agent shall promptly notify the Treasurer of the Customer Owner of all withdrawals from or deliveries to Agent Bank for CustomerOwner's account hereunder. 4 912.