Common use of Initiation; Confirmation; Termination Clause in Contracts

Initiation; Confirmation; Termination. An Agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer as agent for Seller against the transfer of the Purchase Price to an account of Seller. Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the Business Day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Xxxxx (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.‌ Margin Maintenance.‌ If at any time the aggregate Market Value of all Purchased Securities subject to all Transactions in which a particular party hereto is acting as Buyer is less than the aggregate Buyer’s Margin Amount for all such Transactions (a “Margin Deficit”), then Buyer may by notice to Seller require Seller in such Transactions, at Seller’s option, to transfer to Buyer cash or additional Securities reasonably acceptable to Buyer (“Additional Purchased Securities”), so that the cash and aggregate Market Value of the Purchased Securities, including any such Additional Purchased Securities, will thereupon equal or exceed such aggregate Buyer’s Margin Amount (decreased by the amount of any Margin Deficit as of such date arising from any Transactions in which such Buyer is acting as Seller).‌ If at any time the aggregate Market Value of all Purchased Securities subject to all Transactions in which a particular party hereto is acting as Seller exceeds the aggregate Seller’s Margin Amount for all such Transactions at such time (a “Margin Excess”), then Seller may by notice to Buyer require Buyer in such Transactions, at Buyer’s option, to transfer cash or Purchased Securities to Seller, so that the aggregate Market Value of all Purchased Securities, after deduction of any such cash or any Purchased Securities so transferred, will there upon not exceed such aggregate Seller’s Margin Amount (increased by the amount of any Margin Excess as of such date arising from any Transactions in which such Seller is acting as Buyer).‌ If any notice is given by Buyer or Seller under subparagraph (a) or (b) of this Paragraph at or before the Margin Notice Deadline on any Business Day, the party receiving such notice shall transfer cash or Additional Purchased Securities as provided in such subparagraph no later than the close of business in the relevant market on such day. If any such notice is given after the Margin Notice Deadline, the party receiving such notice shall transfer such cash or Securities no later than the close of business in the relevant market on the next Business Day following such notice. Any cash transferred pursuant to this Paragraph shall be attributed to such Transactions as shall be agreed upon by Xxxxx and Xxxxxx. Xxxxxx and Xxxxx may agree, with respect to any or all Transactions hereunder, that the respective rights of Xxxxx or Seller (or both) under subparagraphs 4.1 and

Initiation; Confirmation; Termination. (a) An Agreement agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer as or its agent for Seller against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “"Confirmation”"). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not no inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the Business Day business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Xxxxx Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.‌ Margin Maintenance.‌ If at any time the aggregate Market Value of all Purchased Securities subject to all Transactions in which a particular party hereto is acting as Buyer is less than the aggregate Buyer’s Margin Amount for all such Transactions (a “Margin Deficit”), then Buyer may by notice to Seller require Seller in such Transactions, at Seller’s option, to transfer to Buyer cash or additional Securities reasonably acceptable to Buyer (“Additional Purchased Securities”), so that the cash and aggregate Market Value of the Purchased Securities, including any such Additional Purchased Securities, will thereupon equal or exceed such aggregate Buyer’s Margin Amount (decreased by the amount of any Margin Deficit as of such date arising from any Transactions in which such Buyer is acting as Seller).‌ If at any time the aggregate Market Value of all Purchased Securities subject to all Transactions in which a particular party hereto is acting as Seller exceeds the aggregate Seller’s Margin Amount for all such Transactions at such time (a “Margin Excess”), then Seller may by notice to Buyer require Buyer in such Transactions, at Buyer’s option, to transfer cash or Purchased Securities to Seller, so that the aggregate Market Value of all Purchased Securities, after deduction of any such cash or any Purchased Securities so transferred, will there upon not exceed such aggregate Seller’s Margin Amount (increased by the amount of any Margin Excess as of such date arising from any Transactions in which such Seller is acting as Buyer).‌ If any notice is given by Buyer or Seller under subparagraph (a) or (b) of this Paragraph at or before the Margin Notice Deadline on any Business Day, the party receiving such notice shall transfer cash or Additional Purchased Securities as provided in such subparagraph no later than the close of business in the relevant market on such day. If any such notice is given after the Margin Notice Deadline, the party receiving such notice shall transfer such cash or Securities no later than the close of business in the relevant market on the next Business Day following such notice. Any cash transferred pursuant to this Paragraph shall be attributed to such Transactions as shall be agreed upon by Xxxxx and Xxxxxx. Xxxxxx and Xxxxx may agree, with respect to any or all Transactions hereunder, that the respective rights of Xxxxx or Seller (or both) under subparagraphs 4.1 and.

Initiation; Confirmation; Termination. (a) An Agreement agreement to enter into a Transaction may be made orally or in writing at the initiation of either eithe Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer as or its agent for Seller against the transfer of the Purchase Price price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “"Confirmation”"). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between the Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions transactions terminable upon demand, such demand shall be made by Buyer or to Seller, no later than such time as is customary in accordance with the market practice, by telephone or otherwise on or prior to the Business Day business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased purchased Securities and any Income in respect thereof received by Xxxxx Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.‌ Margin Maintenance.‌ If at any time the aggregate Market Value of all Purchased Securities subject to all Transactions in which a particular party hereto is acting as Buyer is less than the aggregate Buyer’s Margin Amount for all such Transactions (a “Margin Deficit”), then Buyer may by notice to Seller require Seller in such Transactions, at Seller’s option, to transfer to Buyer cash or additional Securities reasonably acceptable to Buyer (“Additional Purchased Securities”), so that the cash and aggregate Market Value of the Purchased Securities, including any such Additional Purchased Securities, will thereupon equal or exceed such aggregate Buyer’s Margin Amount (decreased by the amount of any Margin Deficit as of such date arising from any Transactions in which such Buyer is acting as Seller).‌ If at any time the aggregate Market Value of all Purchased Securities subject to all Transactions in which a particular party hereto is acting as Seller exceeds the aggregate Seller’s Margin Amount for all such Transactions at such time (a “Margin Excess”), then Seller may by notice to Buyer require Buyer in such Transactions, at Buyer’s option, to transfer cash or Purchased Securities to Seller, so that the aggregate Market Value of all Purchased Securities, after deduction of any such cash or any Purchased Securities so transferred, will there upon not exceed such aggregate Seller’s Margin Amount (increased by the amount of any Margin Excess as of such date arising from any Transactions in which such Seller is acting as Buyer).‌ If any notice is given by Buyer or Seller under subparagraph (a) or (b) of this Paragraph at or before the Margin Notice Deadline on any Business Day, the party receiving such notice shall transfer cash or Additional Purchased Securities as provided in such subparagraph no later than the close of business in the relevant market on such day. If any such notice is given after the Margin Notice Deadline, the party receiving such notice shall transfer such cash or Securities no later than the close of business in the relevant market on the next Business Day following such notice. Any cash transferred pursuant to this Paragraph shall be attributed to such Transactions as shall be agreed upon by Xxxxx and Xxxxxx. Xxxxxx and Xxxxx may agree, with respect to any or all Transactions hereunder, that the respective rights of Xxxxx or Seller (or both) under subparagraphs 4.1 and.

Initiation; Confirmation; Termination. (a) An Agreement agreement to enter into a Transaction may be made orally or in writing at the initiation Initiation of either Buyer or Seller. , On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer as or its agent for Seller against the transfer of the Purchase Price price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “"Confirmation”"). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (ivIv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is Is customary in In accordance with market practice, by telephone or otherwise on or prior to the Business Day business day on which such termination will be effective. On the date specified in In such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased purchased Securities and any Income in respect thereof received by Xxxxx Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.‌ Margin Maintenance.‌ If at any time the aggregate Market Value of all Purchased Securities subject to all Transactions in which a particular party hereto is acting as Buyer is less than the aggregate Buyer’s Margin Amount for all such Transactions (a “Margin Deficit”), then Buyer may by notice to Seller require Seller in such Transactions, at Seller’s option, to transfer to Buyer cash or additional Securities reasonably acceptable to Buyer (“Additional Purchased Securities”), so that the cash and aggregate Market Value of the Purchased Securities, including any such Additional Purchased Securities, will thereupon equal or exceed such aggregate Buyer’s Margin Amount (decreased by the amount of any Margin Deficit as of such date arising from any Transactions in which such Buyer is acting as Seller).‌ If at any time the aggregate Market Value of all Purchased Securities subject to all Transactions in which a particular party hereto is acting as Seller exceeds the aggregate Seller’s Margin Amount for all such Transactions at such time (a “Margin Excess”), then Seller may by notice to Buyer require Buyer in such Transactions, at Buyer’s option, to transfer cash or Purchased Securities to Seller, so that the aggregate Market Value of all Purchased Securities, after deduction of any such cash or any Purchased Securities so transferred, will there upon not exceed such aggregate Seller’s Margin Amount (increased by the amount of any Margin Excess as of such date arising from any Transactions in which such Seller is acting as Buyer).‌ If any notice is given by Buyer or Seller under subparagraph (a) or (b) of this Paragraph at or before the Margin Notice Deadline on any Business Day, the party receiving such notice shall transfer cash or Additional Purchased Securities as provided in such subparagraph no later than the close of business in the relevant market on such day. If any such notice is given after the Margin Notice Deadline, the party receiving such notice shall transfer such cash or Securities no later than the close of business in the relevant market on the next Business Day following such notice. Any cash transferred pursuant to this Paragraph shall be attributed to such Transactions as shall be agreed upon by Xxxxx and Xxxxxx. Xxxxxx and Xxxxx may agree, with respect to any or all Transactions hereunder, that the respective rights of Xxxxx or Seller (or both) under subparagraphs 4.1 and.

Initiation; Confirmation; Termination. An Agreement agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the title of the Purchased Securities Assets and the Purchased Assets shall be transferred and delivered to Buyer as or its agent for Seller against the transfer of the Purchase Price to an account of Seller. Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities Assets (including CUSIP verification number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the conditions of the Repurchase (iv) Estimated Six Month Value, (v) the Repurchase Date, unless the Transaction is to be terminable on demand, (ivvi) the Pricing Rate or Repurchase Price applicable to the Transaction, ; and (vvii) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer Buyer, Seller and Seller Custodian with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. In Upon the case closing of Transactions terminable upon demandany applicable transaction in which Buyer purchases Assets from Seller and Seller agrees to provide Buyer with an assured Third-party guarantee for the accruing monthly compensation due as outlined in Section 4, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior Seller will deliver to Custodian Assets equal to the Business Day on which such termination will repurchase price and guaranteed compensation, accruing monthly, as may be effective. On the date specified in such demand, or on the date fixed for termination set out in the case of Transactions having a fixed termrelevant Confirmation, termination otherwise set at % compound per month for each month of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Xxxxx (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.‌ Margin Maintenance.‌ Holding Period. Coin Buyback If at any time following the end of the Holding Period the aggregate Market Value of all Purchased Securities Assets subject to all Transactions in which a particular party hereto is acting as Buyer is less than the aggregate Buyer’s Margin Amount for all such Transactions (a “Margin Deficit”)Estimated Six-Month Value, and the Buyer still holds good title to and is in possession of the Purchased Assets, then Buyer may by notice in writing to Seller (in a form agreed with the Seller) require Seller in such TransactionsTransactions to repurchase the Purchased Assets. Such notice may not be given to the Seller in excess of 2 weeks prior to the end of the Holding Period, at Seller’s optionor after 2 weeks following the end of the Holding Period. Where no notice is given in accordance with this clause, to transfer to the Buyer cash or additional Securities reasonably acceptable to Buyer (“Additional Purchased Securities”shall forfeit all rights under this clause 4(a), so . In the event that the cash and aggregate Market Value of the Purchased Securities, including any such Additional Purchased Securities, will thereupon equal or exceed such aggregate Buyer’s Margin Amount (decreased by the amount of any Margin Deficit as of such date arising from any Transactions in which such Buyer is acting as Seller).‌ If at any time the aggregate Market Value of all Purchased Securities Assets subject to all Transactions each Transaction in which a particular party hereto is acting as Buyer is equal to or more than the Estimated Six-Month Value, or the Buyer no longer holds good title to or possession of the Purchased Assets, Seller exceeds or Custodian will not be required to Repurchase the Purchased Assets from Buyer and Custodian will no longer be required to make any payment to the Buyer equal to the compensation, accruing monthly, as may be set out in the relevant Confirmation, otherwise set at % compound per month for each month of the Holding Period, in which all of the Commitments by Custodian are terminated. In the event where the aggregate Seller’s Margin Amount Market Value of the Purchased Assets, subject to each Transaction, is equal to the Estimated Six-Month Value, and the Buyer still holds good title to and is in possession of the Purchased Assets the Buyer may send notice i.e. via written request, that the Seller provide an assurance to the Buyer that the Seller will find a Third-party to purchase the Assets for all a minimum of the Estimated Six-Month Value as set out in each Confirmation. In such Transactions scenario, Seller agrees not to charge a fee for its consignee services in which it sells the Assets on behalf of Buyer. In the event where the aggregate Market Value of the Purchased Assets subject to each Transaction is more than the Estimated Six-Month Value, and the Buyer still holds good title to and is in possession of the Purchased Assets, the Buyer may send notice i.e. via written request, that the Seller provide an assurance to the Buyer that the Seller will find a Third-party to purchase the Assets for a minimum of the Estimated Six-Month Value as set out in each Confirmation. In the event that Seller is able to sell the Assets above the Estimated Six-Month Value, Seller will be entitled to a maximum fee of 12% of the total sale price provided that Buyer first receives a cash value equal to the Estimated Six-Month Value as set out in each Confirmation. The consideration to be paid pursuant to (a) above in respect of repurchase of the Purchased Assets by the Seller shall be: the Purchase Price; plus compensation, accruing monthly, as may be set out in the relevant Confirmation, otherwise set at such time (a “Margin Excess”), then Seller may by notice to Buyer require Buyer in such Transactions, at Buyer’s option, to transfer cash or Purchased Securities to Seller, so % compound per month for each month of the Holding Period. In the event that the aggregate Market Value of all the Purchased Securities, after deduction of any such cash or any Purchased Securities so transferred, will there upon not exceed such aggregate Seller’s Margin Amount (increased by the amount of any Margin Excess as of such date arising from any Transactions Assets subject to each Transaction in which such Seller a particular party hereto is acting as Buyer).‌ If any notice Buyer is given by Buyer or Seller under subparagraph (a) or (b) of this Paragraph at or before the Margin Notice Deadline on any Business Day, the party receiving such notice shall transfer cash or Additional Purchased Securities as provided in such subparagraph no later less than the close Estimated Six-Month Value, and the Buyer still holds good title to and is in possession of business the Purchased Assets, Seller will Repurchase the Purchased Assets from Buyer at the Purchased Price stated in the relevant market Confirmation. Custodian will in this scenario, liquidate Assets or use any monies it holds on such day. If any such notice is given after behalf of Seller and make a payment to the Margin Notice DeadlineBuyer equal to the compensation, the party receiving such notice shall transfer such cash or Securities no later than the close of business accruing monthly, as may be set out in the relevant market Confirmation, otherwise set at % compound per month for each month of the Holding Period. In such scenario, Custodian shall liquidate the Pledged Assets or use any monies it holds on behalf of the next Business Day following such noticeSeller and make payment to Buyer within 15 business days from the Repurchase date. The Buyer and Seller agree that the total liability due by Custodian in relation to its performance under this Agreement shall not exceed the total Liability of Custodian as listed in each Confirmation. Any costs in respect of the buyback in accordance with this clause 4 shall be borne by the Seller. The Buyer may not require the Seller or Custodian to buyback the Purchased Assets where, in the reasonable opinion of the Seller, the quality of the Purchased Assets has been prejudiced during the Holding Period. The Buyer shall provide all reasonable assistance to the Seller so that the Seller may ascertain the quality of the Purchased Assets after the issue of a buyback notice in accordance with this clause. The Buyer may by written notice request the Seller to buyback the Purchased Assets after the Lapse Date but the Seller shall be under no obligation to purchase the Assets. During and after the Holding Period and before the Lapse Date, the Seller agrees to provide to the Buyer from time to time and on reasonable request from the Buyer information in relation to the Market Value of the Purchased Assets. Any cash transferred pursuant to this Paragraph shall be attributed to such Transactions as shall be agreed upon by Xxxxx Buyer and XxxxxxSeller. Xxxxxx The Custodian agrees that it will, upon written request of the Seller, provide all reasonable assistance to the Seller in effecting this clause 4, including the sale and/or liquidation of assets of the Seller and Xxxxx all such other reasonable requests as may agreebe issued to the Custodian. The Custodian’s fees shall be borne by the Seller and shall be set out in the Confirmation or otherwise agreed in writing between the Seller and the Custodian. The Custodian agrees that it will provide all such services promptly, exercise due care and diligence, and in accordance with respect to any or all Transactions hereunder, that this agreement and the respective rights written request of Xxxxx or Seller (or both) under subparagraphs 4.1 andthe Seller.

Initiation; Confirmation; Termination. (a) An Agreement agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller, or automatically pursuant to the terms of any one or more of Buyer's deposit accounts with Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer as held by Seller or its agent for Seller in the manner prescribed in part 450.4 of the Title 17 of the Code of Federal Regulations, against the transfer crediting of the Purchase Price to an account of Sellerthe Seller in immediately available funds. Upon agreeing to enter into a (b) At the end of the day of initiation of any Transaction hereunder, Buyer or at the end of any other day during which other securities are substituted for Purchased Securities pursuant to Paragraph 9 hereof, Seller (or both), as shall be agreed, shall promptly deliver to the other party Buyer a written confirmation of each Transaction (a “"Confirmation”"); provided, however, that Seller need not send a Confirmation at the end of any day during which other securities are substituted for Purchased Securities pursuant to Paragraph 9 hereof unless the substitution results in a change to issuer, maturity date, par amount or coupon rate specified in the previous Confirmation, and provided further that Seller need not send a Confirmation with respect to Transactions or substitutions that occur before January 31, 1988. The Confirmation shall describe identify the Purchased Securities (including CUSIP number, if any), identify Buyer and the Seller and set forth shall specify (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, (v) the Issuer, maturity date, coupon rate, par amount and market value of the Purchased Securities, (vi) the CUSIP or mortgage-backed security pool number, as appropriate, of the Purchased Securities, and (vvii) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by the Buyer or of Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the Business Day banking day on which such termination will be effective. On the date specified in of such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received collected by Xxxxx the Buyer (and not previously credited or transferred paid to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer crediting of the Repurchase Price to an account of Buyer.‌ Margin Maintenance.‌ If at any time the aggregate Market Value of all Purchased Securities subject to all Transactions in which a particular party hereto is acting as Buyer is less than the aggregate Buyer’s Margin Amount for all such Transactions (a “Margin Deficit”), then Buyer may by notice to Seller require Seller in such Transactions, at Seller’s option, to transfer to Buyer cash or additional Securities reasonably acceptable to Buyer (“Additional Purchased Securities”), so that the cash and aggregate Market Value of the Purchased Securities, including any such Additional Purchased Securities, will thereupon equal or exceed such aggregate Buyer’s Margin Amount (decreased by the amount of any Margin Deficit as of such date arising from any Transactions in which such Buyer is acting as Seller).‌ If at any time the aggregate Market Value of all Purchased Securities subject to all Transactions in which a particular party hereto is acting as Seller exceeds the aggregate Seller’s Margin Amount for all such Transactions at such time (a “Margin Excess”), then Seller may by notice to Buyer require Buyer in such Transactions, at Buyer’s option, to transfer cash or Purchased Securities to Seller, so that the aggregate Market Value of all Purchased Securities, after deduction of any such cash or any Purchased Securities so transferred, will there upon not exceed such aggregate Seller’s Margin Amount (increased by the amount of any Margin Excess as of such date arising from any Transactions in which such Seller is acting as Buyer).‌ If any notice is given by Buyer or Seller under subparagraph (a) or (b) of this Paragraph at or before the Margin Notice Deadline on any Business Day, the party receiving such notice shall transfer cash or Additional Purchased Securities as provided in such subparagraph no later than the close of business in the relevant market on such day. If any such notice is given after the Margin Notice Deadline, the party receiving such notice shall transfer such cash or Securities no later than the close of business in the relevant market on the next Business Day following such notice. Any cash transferred pursuant to this Paragraph shall be attributed to such Transactions as shall be agreed upon by Xxxxx and Xxxxxx. Xxxxxx and Xxxxx may agree, with respect to any or all Transactions hereunder, that the respective rights of Xxxxx or Seller (or both) under subparagraphs 4.1 andimmediately available funds.

Initiation; Confirmation; Termination. An Agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer as agent for Seller against the transfer of the Purchase Price to an account of Seller. Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the Business Day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Xxxxx Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.‌ Margin Maintenance.‌ If at any time the aggregate Market Value of all Purchased Securities subject to all Transactions in which a particular party hereto is acting as Buyer is less than the aggregate Buyer’s Margin Amount for all such Transactions (a “Margin Deficit”), then Buyer may by notice to Seller require Seller in such Transactions, at Seller’s option, to transfer to Buyer cash or additional Securities reasonably acceptable to Buyer (“Additional Purchased Securities”), so that the cash and aggregate Market Value of the Purchased Securities, including any such Additional Purchased Securities, will thereupon equal or exceed such aggregate Buyer’s Margin Amount (decreased by the amount of any Margin Deficit as of such date arising from any Transactions in which such Buyer is acting as Seller).‌ If at any time the aggregate Market Value of all Purchased Securities subject to all Transactions in which a particular party hereto is acting as Seller exceeds the aggregate Seller’s Margin Amount for all such Transactions at such time (a “Margin Excess”), then Seller may by notice to Buyer require Buyer in such Transactions, at Buyer’s option, to transfer cash or Purchased Securities to Seller, so that the aggregate Market Value of all Purchased Securities, after deduction of any such cash or any Purchased Securities so transferred, will there upon not exceed such aggregate Seller’s Margin Amount (increased by the amount of any Margin Excess as of such date arising from any Transactions in which such Seller is acting as Buyer).‌ If any notice is given by Buyer or Seller under subparagraph (a) or (b) of this Paragraph at or before the Margin Notice Deadline on any Business Day, the party receiving such notice shall transfer cash or Additional Purchased Securities as provided in such subparagraph no later than the close of business in the relevant market on such day. If any such notice is given after the Margin Notice Deadline, the party receiving such notice shall transfer such cash or Securities no later than the close of business in the relevant market on the next Business Day following such notice. Any cash transferred pursuant to this Paragraph shall be attributed to such Transactions as shall be agreed upon by Xxxxx Buyer and XxxxxxSeller. Xxxxxx Seller and Xxxxx Buyer may agree, with respect to any or all Transactions hereunder, that the respective rights of Xxxxx Buyer or Seller (or both) under subparagraphs 4.1 and