SECURITIES LENDING AGREEMENT
Agreement made as of November 18, 1996, between Xxxxxxx Xxxxx Government
Securities Inc. and/or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
("XXXXXXX XXXXX") and Government Obligations Portfolio, a New York trust (the
"Trust"),
1. Loan of Securities. The Trust in its sole discretion may from time to
time lend securities owned by it to XXXXXXX XXXXX at XXXXXXX XXXXX'x request.
The parties agree to be liable as principals with respect to all transactions
hereunder. No loan will consist of assets subject to ERISA. In the event that
the Trust makes such a loan of its securities ("the Leaned Securities") XXXXXXX
XXXXX shall wire federal funds (cash collateral) or transfer marketable
securities issued by the United States Government or agencies thereof ("U.S.
Government securities") to the designated custodian of the Trust as specified
herein against receipt of the Loaned Securities in good deliverable form. The
Trust represents that, as to any Loaned Securities, it shall have at the time of
delivery to XXXXXXX XXXXX no present intention to sell the same. XXXXXXX XXXXX
represents that it has the unqualified right to sell, transfer, assign, pledge
or create a security interest in any securities that are to become Collateral
pursuant to this Agreement. XXXXXXX XXXXX represents that in all transactions
contemplated by this Agreement any securities (other than securities that
qualify as "exempted securities" under Regulation T of the Board of Governors of
the Federal Reserve System) shall be borrowed from the Trust for the purpose of
making delivery of such securities to either a short sale or a failure to
receive securities it is required to deliver, or for other purposes permitted
under the provisions of Regulation T or any other applicable regulation of the
Federal Reserve Board, as may be amended from time to time. XXXXXXX XXXXX
represents that it is a broker-dealer registered as such with the U.S.
Securities and Exchange Commission and, where appropriate, with State Blue Sky
administrators, and that it has net capital under the net capital rules of the
U.S. Securities and Exchange Commission of at least $5,000,000. XXXXXXX XXXXX
also represents that it will not undertake a transaction hereunder if there has
been a material adverse change in XXXXXXX XXXXX'x financial condition or net
capital ratio since the date of the latest statement furnished to the Trust
under Section 7 hereunder.
Until such time as a loan of securities is terminated pursuant hereto,
XXXXXXX XXXXX shall have all incidents of ownership of the Loaned Securities,
including without limitation the right to assign the Loaned Securities to
others; provided, however, that XXXXXXX XXXXX shall be obligated to the Trust
with respect to all dividends, distributions and interest pertaining to the
Loaned Securities as set forth in Section 5 hereof. The Trust hereby waives any
right to vote Loaned Securities during the term of a loan unless special
arrangements have been set forth in the confirmation under Section 4. It is
understood, however, that a loan will be terminated by the Trust if, in the sole
opinion of the Trust, a material event affecting the Loaned Securities is to
occur which will require the Trust either to vote or to exercise rights with
respect to such securities.
In consideration of each loan as to which the Collateral consists of U.S.
Government securities, XXXXXXX XXXXX shall pay the Trust a loan premium computed
daily and based on the market value at the time of the borrowing assigned to the
Loaned Securities for such loan, as adjusted by any marks to market processed
subsequently, from the first business day that the Trust or its agent has made
delivery of the Loaned Securities to XXXXXXX XXXXX or its agent (i.e., the
Trust's custodian, Investors Bank & Trust Company, 00 Xxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx) by 10:00 A.M. New York City time to, but not including, the date
that securities identical to the Loaned Securities are returned to the Trust or
its agent after termination of the loan under Section 8 or 9 or identical
securities are purchased by the Trust under Section 10. The daily rate of such
loan premium shall be computed by multiplying the annual rate for such
premium specified in the confirmation delivered under Section 4 for such loan by
the fraction 1/360 (which rate may be changed by mutual agreement of the parties
and confirmed by written notice of XXXXXXX XXXXX to the Trust). All accrued loan
premiums shall be paid by the earlier of (i) the date of termination of all
loans under this Agreement or (ii) the seventh business day of each month.
In consideration of the provisions of Section 2 of this Agreement
permitting the Trust to invest cash collateral for its own account, the Trust
agrees to pay XXXXXXX XXXXX a lending fee computed daily for each loan based on
the amount of the cash collateral delivered to the Trust with respect to such
loan. The amount of the lending fee shall be computed from the first business
day that the Trust receives such cash collateral to, but not including, the date
that securities identical to the Loaned Securities are delivered to the Trust or
its agent after termination of such loan in accordance with Section 8 or 9 or
identical securities are purchased by the Trust under Section 10. The daily rate
of such lending fee shall be computed by multiplying the annual rate for such
fee specified in the confirmation delivered under Section 4 of this Agreement
for such loan by the fraction 1/360 (which rate may be changed by mutual
agreement of the parties and confirmed by written notice of XXXXXXX XXXXX to the
Trust). All accrued lending fees shall be paid by the Trust by the earlier of
(i) the date of termination of all loans under this Agreement, or (ii) the
seventh business day of each month.
2. Collateral and Perfected Security Interest Therein. Concurrently with
its receipt of the Loaned Securities from the Trust, XXXXXXX XXXXX shall wire
federal funds or transfer U.S. Government securities ("the Collateral") to the
Trust in an amount equal to at least 102% of the market value of all Loaned
Securities then being loaned by the Trust to XXXXXXX XXXXX. In addition to all
rights of the Trust under this agreement, XXXXXXX XXXXX hereby pledges and
grants to the Trust, as security for the prompt performance by XXXXXXX XXXXX of
all of its present and future obligations to the Trust under this agreement, a
security interest in all Collateral with respect to all transactions hereunder
and all proceeds thereof. XXXXXXX XXXXX agrees to take, or to cause to be taken,
all such actions as may be required under applicable law to perfect the Trust's
interest in the Collateral as both an outright transferee and as the secured
party under this agreement. Without limiting the generality of the foregoing.
XXXXXXX XXXXX shall, with respect to all Government Securities transferred by it
to the Trust as Collateral hereunder, direct that the record ownership of such
Collateral be transferred to the account of the Trust's custodian on the federal
book entry system at the Federal Reserve Bank of Boston. It is understood that
all security interests created in the Collateral shall survive the termination
of any loan under Section 8 or 9 and shall continue until the Loaned Securities
are returned by XXXXXXX XXXXX or its agent. Prior to the maturity of any
Collateral which consists of U.S. Government securities, XXXXXXX XXXXX shall
replace such Collateral with cash or other U.S. Government securities acceptable
to the Trust and of equal market value. XXXXXXX XXXXX shall have the right at
any other time to substitute other U.S. Government securities acceptable to the
Trust and of equal market value. Substituted securities shall be considered
Collateral for all purposes. At or before the time of any such substitution
XXXXXXX XXXXX shall supply the Trust with a written statement of the respective
market values of the Collateral to be returned and the Collateral to be
substituted. To the extent that any cash or non-cash distribution shall be made
on any Collateral securities. XXXXXXX XXXXX shall provide the Trust with
instructions prior to the distribution date as to the manner in which the
distribution shall be paid to XXXXXXX XXXXX or its agent. The Trust shall not
hypothecate the Collateral or otherwise encumber XXXXXXX XXXXX'x interest in it,
except under Section 10.
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WITHOUT WAIVING ANY RIGHTS GIVEN TO THE TRUST HEREUNDER, IT IS UNDERSTOOD AND
AGREED THAT THE PROVISIONS OF THE SECURITIES INVESTOR PROTECTION ACT OF 1970 MAY
NOT PROTECT THE TRUST WITH RESPECT TO LOANED SECURITIES HEREUNDER AND THAT,
THEREFORE, THE TRUST MAY NOT BE ABLE TO LOOK TO THE PROVISIONS OF SUCH ACT FOR
SATISFACTION OF CHASE'S OBLIGATIONS IN THE EVENT THAT CHASE FAILS TO RETURN THE
LOANED SECURITIES.
The Trust may use or invest any cash collateral and any additional cash
collateral delivered by XXXXXXX XXXXX pursuant to this Agreement in any manner
deemed appropriate by the Trust, and may commingle such cash collateral (and
investments made therewith) with cash and other assets owned by the Trust. Such
use or investment shall be at the Trust's own risk and for its own account, and
the Trust shall retain income and profits and shall bear all losses therefrom.
3. Deliveries of Loaned Securities. The Trust shall deliver the Loaned
Securities to XXXXXXX XXXXX by either (a) delivering to XXXXXXX XXXXX
certificates representing the Loaned Securities together with duly executed
stock or bond transfer powers, as the case may be, with signatures guaranteed by
a bank or a member firm of the New York Stock Exchange, Inc., in which event the
Trust shall list the Loaned Securities on a schedule and receipt, which XXXXXXX
XXXXX shall execute and return when the Loaned Securities are received, or (b)
causing the Loaned Securities to be credited to XXXXXXX XXXXX'x account and
debited to the Trust's account at a Clearing Organization, as agreed to by the
parties hereto, and such crediting and debiting shall result in receipt by
XXXXXXX XXXXX and the Trust of a Clearing Organization notice of such crediting
and debiting. Redelivery of Loaned Securities by XXXXXXX XXXXX to the Trust
shall be accomplished in the same manner.
4. Confirmation. Each time that securities are loaned under this Agreement,
XXXXXXX XXXXX shall prepare, execute and deliver to the Trust a confirmation
which shall:
(a) list the Loaned Securities;
(b) list the Collateral;
(c) compute the amount of the Collateral necessary to comply with Section
2; and
(d) set forth (i) the annual rate for the lending fee and the annual rate
for the loan premium, (ii) any special arrangements under Section 1
concerning voting of the Loaned Securities and (iii) any special
instructions for delivery.
On a copy of such confirmation, the Trust shall promptly acknowledge to
XXXXXXX XXXXX its agreement to the terms of the letter and set forth any
additional special instructions for delivery. The Trust shall notify XXXXXXX
XXXXX of any errors in parts (a), (c) and (d) of the confirmation by telephone,
confirmed in writing on the same day, before noon on the first Banking Day
following the loan. At the time of each such loan the Trust, acting as agent for
XXXXXXX XXXXX, shall prepare a duplicate confirmation for its own files and the
list of Collateral in part (b) and such duplicate confirmation shall be
effective immediately upon its preparation by the Trust for all purposes of this
Agreement.
5. Dividends, Distributions, etc. The Trust shall be entitled to receive
all distributions made by the issuers of the Loaned Securities, including
without limitation cash dividends, stock dividends, interest payments,
redemption payments, distributions of any kind, stock splits, and rights to
purchase additional securities declared, granted, or made by such issuers. Upon
the receipt of any such cash distribution made by any such issuers, MERRILL
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XXXXX shall pay an equal amount to the Trust on the date for such
distribution. In the case of a non-cash distribution, the amount of securities
distributed shall be added to the Loaned Securities on the date for such
distribution and considered as such for all purposes, except that upon no less
than six business days' notice by the Trust to XXXXXXX XXXXX prior to the date
for such distribution, XXXXXXX XXXXX or its agent shall deliver to the Trust or
its agent an equal amount of the distributed securities on the next business day
after the date for such distribution.
6. Marking to Market. In the event the market value of all Loaned
Securities then being loaned by the Trust to XXXXXXX XXXXX plus all accrued
interest on such Loaned Securities, as at the close of trading on a Banking Day,
shall equal or exceed the market value of all Collateral, XXXXXXX XXXXX shall
forthwith (but no later than the next Banking Day) wire to the Trust an amount
in federal funds or transfer to the Trust U.S. Government securities in an
amount which, together with the market value of all Collateral than on deposit,
will equal 102% of the market value, at the time, of all Loaned Securities. When
transferred to the Trust, such additional collateral shall be considered
Collateral for all purposes hereunder. In the event that the aggregate market
value of the Loaned Securities (computed as aforesaid) shall decrease to an
amount such that the market value of all Collateral then on deposit exceeds by
more than 4% the market value of all Loaned Securities, the Trust shall (on
demand by XXXXXXX XXXXX) release to XXXXXXX XXXXX the Collateral in excess of
102% of such market value. During the term of any loan under this Agreement, the
Trust's custodian will determine on each Banking Day the market value of all
Collateral and the market value of all Loaned Securities and any resulting
deficiency in the Collateral under this Section 6, and will report to XXXXXXX
XXXXX any deficiency in the Collateral so determined. Any transfers by XXXXXXX
XXXXX of additional Collateral to cover the deficiency indicated by such report
shall be made no later than the end of the day on which such report is
furnished. Any transfers of additional Collateral to the Trust under this
Section 6 shall be accompanied or preceded by a written statement by XXXXXXX
XXXXX as to the individual market values of the additional Collateral. Absent
demand by XXXXXXX XXXXX, the Trust is not required to report or return any
excess Collateral under this Section 6. XXXXXXX XXXXX has the right to demand
return any excess Collateral.
7. CHASE's Financial Condition. XXXXXXX XXXXX has delivered to the Trust
its most recent financial statements delivered to its customers under Rule
17a-5(c) of the Securities Exchange Act of 1934. XXXXXXX XXXXX represents that
the financial statements contained in such Forms fairly represented its
financial condition as of the date of the financial statements. XXXXXXX XXXXX
also represents that there has been on material adverse change in its financial
condition or net capital ratio after the date of its most recent financial
statement.
XXXXXXX XXXXX shall promptly deliver to the Trust all statements
subsequently required to be furnished to customers by Rule 17a-5(c). XXXXXXX
XXXXX has also delivered to the Trust its most recent financial information
otherwise available to the public and, as long as any loan to XXXXXXX XXXXX is
outstanding under this Agreement, will promptly deliver to the Trust any such
financial information subsequently available. XXXXXXX XXXXX will notify the
Trust at the time of any request for a loan under Section 1 if there has been
any material adverse change (specifying in detail the nature of each such
change) in its financial condition or net capital ratio since the date of its
then most recent such statement or information previously delivered to the
Trust.
8. Termination of a Loan. An Open Overnight loan of securities may be
terminated by either party on any Banking Day by giving telephonic notice to the
other party by 10:30 A.M. EST on the same day. An Open Term loan may be
terminated by either party on the last Banking Day of the term by giving
telephonic notice to the other party at least by 10:30 A.M. EST on such Banking
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Day. Closed loans shall terminate as provided in Section 14 hereof. XXXXXXX
XXXXX shall on or before any termination date deliver to the Trust the Loaned
Securities in the following form: (a) if any of the Loaned Securities are in
registered certificated form, XXXXXXX XXXXX shall deliver certificates for such
Loaned Securities in proper form for transfer with executed stock or bond
transfer powers, as the case may be, attached: (b) if any of the Loaned
Securities are in bearer certificate form, XXXXXXX XXXXX shall deliver such
securities in bearer form; (c) if any of the Loaned Securities are in the
federal book entry system, XXXXXXX XXXXX shall direct that such Loaned
Securities be transferred to the account of the Trust's custodian on the federal
book entry system at the Federal Reserve Bank of Boston by 2:30 P.M. on the
termination date. Upon request of XXXXXXX XXXXX, the Trust may by telephone
waive the requirement of same form delivery by XXXXXXX XXXXX and accept the
return of securities in bearer certificated form or registered certificated
securities in proper form for transfer or securities in the federal book entry
system or a combination of several forms.
Upon proper delivery by XXXXXXX XXXXX of the Loaned Securities, the Trust
shall concurrently therewith return to XXXXXXX XXXXX the Collateral as is
specified by XXXXXXX XXXXX in a statement containing a computation of compliance
with Section 2 after the specified deliveries, unless XXXXXXX XXXXX is in
default under Section 9. If a loan shall not have been sooner terminated by the
Trust or by XXXXXXX XXXXX, it shall automatically terminate on the first
anniversary of the loan.
9. Termination Upon Default. All loans made under this Agreement shall be
terminated immediately upon the happening of any of the following events:
(a) If any securities identical to Loaned Securities are not returned to
the Trust as specified in Section 8;
(b) If any distributions are not paid to the Trust as specified in Section
5; and such default is not cured within one business day after notice;
(c) If XXXXXXX XXXXX shall fail to deposit additional Collateral as
provided in Section 6, and such default is not cured within one
business day after receipt of notice of such default;
(d) If the representations as to XXXXXXX XXXXX'x financial condition and
net capital ratio made under Sections 1 and 7 shall have been
incorrect when made;
(e) If shall make a general assignment for the benefit of creditors; admit
in writing its inability to pay its debts as they become due; file a
petition in bankruptcy or a petition seeking any reorganization,
arrangement, composition, readjuments, liquidation, dissolution or
similar relief under any present or future bankruptcy, insolvency or
similar statute, law or regulation or seek the appointment of any
trustee, receiver or liquidator of XXXXXXX XXXXX or any material part
of its properties;
(f) If any federal or state agency or any creditor of XXXXXXX XXXXX other
than the Trust shall file any petition or seek any appointment
specified in Section 9(e) or under the Securities Investor Protection
Act with respect to XXXXXXX XXXXX;
(g) If the Securities and Exchange Commission shall revoke or suspend the
registration of XXXXXXX XXXXX as a broker-dealer; or
(h) If any national securities exchange or national securities association
shall revoke or suspend the membership of XXXXXXX XXXXX;
10. Liquidation for Default. Upon the happening of any event specified in
Section 9, the Trust may immediately elect to purchase a like amount of
securities identical to the Loaned Securities in the principal market for such
securities. If the principal market is a securities exchange, such purchases may
also be made from any other source, but then only at a total price per unit not
more than the last previous reported sales on such exchange. In the event of any
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such purchase, the Trust may apply the Collateral to the payment of the
purchase price (in the case of a loan secured by Collateral consisting of U.S.
Government securities, by selling a sufficient amount of the Collateral in the
principal market for such Collateral), including any brokerage expenses and
accrued interest and XXXXXXX XXXXX shall be entitled to retain a like amount of
identical Loaned Securities. The Trust may similarly apply the Collateral to any
other obligation of XXXXXXX XXXXX under this Agreement, including loan premiums
and distributions. The Trust shall immediately notify XXXXXXX XXXXX after any
such action. If any Collateral remains after all obligations of XXXXXXX XXXXX
under this Agreement have been satisfied, the Trust or its agent shall promptly
return to XXXXXXX XXXXX or its agent the balance of the Collateral. If the
Collateral is not sufficient to satisfy all such obligations, XXXXXXX XXXXX
shall be liable to the Trust for the amount of remaining obligations plus
interest at the applicable daily prime rate (being the daily base rate on
corporate loans at large U.S. money center commercial banks then being reported
in the Eastern Edition of the Wall Street Journal).
11. Trust Events of Default. All loans under this Agreement shall be
terminated immediately upon the happening of any of the following events:
(a) If the Loaned Securities are not delivered as specified in Section 1
above;
(b) If the Trust shall fail to perform its obligations under Section 1 and
2 above in respect of payment of a lending fee and substitution; and
such default is not cured within one business day after notice;
(c) If the Trust shall fail to pay any amount required pursuant to Section
2 above in respect of cash or non-cash distributions on Collateral
securities; and such default is not cured within one business day
after notice;
(d) If the Trust shall fail to return excess Collateral upon notice as
provided in Sections 6 or 8 above; and such default is not cured
within one business day after such notice;
(e) If any representations made by the Trust shall have been incorrect in
any material respects when made;
(f) If the Trust shall make a general assignment for the benefit of
creditors; admit in writing its inability to pay its debts as they
become due; file a petition in bankruptcy or a petition seeking any
reorganization, arrangement composition, readjustment, liquidation,
dissolution or similar relief under any present or future bankruptcy,
reorganization, insolvency or similar statute, law or regulation or
seek the appointment of any trustee, receiver, custodian or liquidator
of the Trust for all or substantially all of its properties; or
(g) If a proceeding is commenced against the Trust seeking relief or an
appointment of a type described in paragraph (f) above and such
proceeding is not dismissed within 30 days after the commencement
thereof;
12. XXXXXXX XXXXX'x Rights Upon Trust Default. Upon the happening of any
event specified in Section 11, XXXXXXX XXXXX may, upon one business day's prior
notice to the Trust (which notice may be the same notice referred to in
paragraph (b), (c) or (d) above and shall not be required to be given in advance
in the case of the events described in paragraph (f) or (g), (i) terminate or
accelerate to a date designated by XXXXXXX XXXXX the date fixed for termination
of the directly affected loan or all loans hereunder and (ii) purchase in the
principal market therefor in a commercially reasonable manner securities with a
market value equal to any Collateral required to be returned or delivered by the
Trust but not so returned or delivered by the date designated by XXXXXXX XXXXX,
or elect to be deemed, for all purposes of this Agreement, to have purchased
such securities, and in either event apply the cost of such purchase (including
any reasonable expenses incurred in connection therewith) or, in the case of
deemed purchase, the market value of such securities as of the date of such
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deemed purchase, against the Trust's obligations hereunder and any other amounts
owing by the Trust, upon which application the Trust's obligations hereunder and
any such other amounts shall be reduced by the amount so applied, the Trust
shall be released from the obligation to pay any part of the Trust's obligations
other than any amount remaining after such reductions, if any, and the Trust
shall be released from any obligations to sell, return or deliver such
Collateral. The Trust shall promptly pay XXXXXXX XXXXX any amount of its
obligations not released as a result of XXXXXXX XXXXX'x actions hereunder, if
any , after such reduction and the Trust shall thereafter be released from any
obligations to sell, return or deliver such Collateral. The Trust shall pay to
XXXXXXX XXXXX any excess of such cost of purchase of replacement securities
(including expenses as aforesaid) or in the case of deemed purchase, such market
value of such securities over the amount of the Trust's obligations (prior to
reduction), plus interest at the applicable interest rate (being the daily base
rate on corporate loans at large U.S. money center commercial banks then being
reported in the Eastern Division of the Wall Street Journal) on such excess for
the period from the date of such purchase or deemed purchase until the date of
full payment by Trust. Notwithstanding anything contained in this Agreement,
XXXXXXX XXXXX shall under no circumstances whatsoever have any obligation or
liability to Trust in respect of any loan following the failure of Trust to pay
the Trust's obligations or return or deliver the applicable Collateral as and
when required by the terms of this Agreement. The parties agree that the
transactions hereunder are "securities contracts" under the Federal Bankruptcy
Code.
13. Market Value. If the principal market for the Collateral or the Loaned
Securities is a national securities exchange, their market value shall be
determined by their last sale price on such exchange on the preceding trading
day or, if there was no sale on that day, on the closing bid quotation on such
exchange on that day. If the principal market for the Collateral or the Loaned
Securities is over-the-counter, their market value shall be determined by the
Trust's closing price quotations on the preceding trading day unless XXXXXXX
XXXXX or the Trust submits bid quotations from two other recognized dealers, in
which case their market value shall be determined by the mean between the other
quotations.
14. Definition of Certain Terms. As used herein the term Banking Day shall
mean any day on which the federal book entry systems are open for business and
operational at both the Federal Reserve Bank of Boston and the Federal Reserve
Bank of New York. A Closed Overnight loan shall terminate on the following
Banking Day, unless converted into an Open Overnight loan or a Term loan by
mutual agreement of the parties and confirmed by written notice of XXXXXXX XXXXX
to the Trust. A Term loan shall be from two to seven days as mutually agreed by
the parties; a Closed Term loan shall terminate on the last Banking Day of the
term, unless extended or converted into an Open Loan by mutual agreement of the
parties and confirmed by written notice of XXXXXXX XXXXX to the Trust. An Open
loan shall continue from day to day (or term to term) unless terminated in
accordance with Section 8 hereof.
15. Transfer Taxes and Fees. All transfer taxes and transfer fees with
respect to the transfer of the Loaned Securities and Collateral between the
Trust and XXXXXXX XXXXX upon the making or termination of the loan shall be paid
by XXXXXXX XXXXX. If the Trust shall incur any loss or expense by reason of
XXXXXXX XXXXX'x failure to pay all said taxes and fees as may be due by reason
thereof, the Trust shall be entitled to receive the same from XXXXXXX XXXXX.
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16. Indemnification, etc. Except for taxes other than transfer taxes,
XXXXXXX XXXXX agrees to indemnify, defend, hold and save harmless the Trust from
any claims, actions, demands or lawsuits of any kind whatsoever arising in any
way out of the use that XXXXXXX XXXXX makes of the Loaned Securities, except
such as may be caused by the negligence or willful acts of the Trust. If either
party fails to return, as provided in Section 8 hereof, any Collateral which
consists of U.S. Government securities, Loaned Securities or securities
identical to Loaned Securities, that party agrees to reimburse the other party
for any losses caused by such other party's inability to re-deliver such
securities to a subsequent purchaser, except that such other party shall take
all reasonable steps to minimize any such loss, and provided that in no event
shall either party be liable for other than standardized compensatory damages.
17. Notices, Deliveries, etc. All notices (except such as are permitted
hereunder to be made by telephone) and deliveries required hereunder shall be
delivered to the parties entitled to receive such notice or delivery at the
following addresses:
If to Xxxxxxx Xxxxx: Xxxxxxx Xxxxx Government Securities, Inc.
World Financial Xxxxxx-Xxxxx Xxxxx
Xxx Xxxx, X.X. 00000-0000
Attention: Corporate and Institutional Client Group
If to the Trust: Investors Bank & Trust Company, as Custodian for
Government Obligations Portfolio
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Mutual Funds Department
or at such other addresses which the Trust or XXXXXXX XXXXX may furnish the
other by written notice pursuant hereto. Any notice, statement, letter,
confirmation, instruction or other writing shall be deemed delivered to a party
if received by such party via telex, TWX, facsimile transmission, wire or other
teleprocess or electronic communication system which XXXXXXX XXXXX and the Trust
employ for their written communications hereunder.
18. Miscellaneous. Each party agrees that time is of the essence in the
performance of its obligations hereunder. This Agreement shall not be assigned
by any party without the prior written consent of the other parties. Subject to
the foregoing this Agreement shall be binding upon and shall inure to the
benefits of the parties hereto and their respective successors and assigns. This
Agreement shall not be changed except by an instrument in writing signed by each
of the parties hereto. This Agreement may be terminated at any time by the Trust
upon written notice to XXXXXXX XXXXX, and by XXXXXXX XXXXX by written notice to
the Trust, provided, however, that the obligations and rights of the Trust and
XXXXXXX XXXXX under this Agreement with respect to any outstanding loan shall
survive and continue despite any termination of this Agreement until performed
or satisfied. This Agreement supersedes any previous agreement between the
parties concerning the lending of securities.
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19. Limitation of Personal Liability. XXXXXXX XXXXX expressly acknowledges
the provision in the Declaration of Trust of the Trust limiting the personal
liability of the Trustees and shareholders of the Trust, and XXXXXXX XXXXX
hereby agrees that it shall have recourse only to the assets of the Trust for
the payment of claims or obligations as between XXXXXXX XXXXX and the Trust
arising out of this Agreement and shall not seek satisfaction of any such
obligation from the Trustees or shareholders of the Trust.
20. Law. This Agreement shall be construed in accordance with, and the
rights of the parties are to be governed by, the laws of the State of New York.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed in its name and behalf by its officer thereunto duly authorized, as
of the day and year first duly written.
XXXXXXX XXXXX GOVERNMENT SECURITIES, INC. AND/OR
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED
BY: /s/ Xxxxxx X. Xxxxx
-----------------------------
Title Vice President
GOVERNMENT OBLIGATIONS PORTFOLIO
BY: /s/ Xxxxx Xxxxxx
-----------------------------
President
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