Common use of Repurchase Transactions Clause in Contracts

Repurchase Transactions. (a) Repo Custodian shall make all credits and debits to the Transaction Account and effect the transfer of Securities to or from the Participating Funds upon proper instructions received from the Participating Funds, or the Custodian on behalf of the Participating Funds, and shall make all credits and debits to the Seller Account and effect the transfer of Securities to or from the Seller upon proper instructions received from Seller. In the event that Repo Custodian receives conflicting proper instructions from Seller and the Participating Funds, or the Custodian on behalf of the Participating Funds, Repo Custodian shall follow the Participating Funds' or the Custodian's proper instructions. The Participating Funds shall give Repo Custodian only such instructions as shall be permitted by the Master Agreement. Notwithstanding the preceding sentence, the Participating Funds, or the Custodian on behalf of the Participating Funds, may from time to time instruct Repo Custodian to transfer cash from the Transaction Account to Custodian. (b) (i) Whenever on any Banking Day one or more Funds and Seller agree to enter into a repurchase transaction, Seller and the Participating Funds, or the Custodian on behalf of the Participating Funds, will give Repo Custodian proper instructions by telephone or otherwise on the Sale Date, specifying the Transaction Category, Repurchase Date, Sale Price, Repurchase Price or the applicable Pricing Rate and the Margin Percentage for each such repurchase transaction. (ii) In the case of repurchase transactions in which the Repurchase Date is the Banking Day next following the Sale Date (x) the Participating Funds may increase or decrease the Sale Price for any such repurchase transaction by no more than 10% of the initial Sale Price by causing to be delivered further proper instructions by telephone or otherwise to Repo Custodian prior to the close of business on the Sale Date and (y) Seller and the Participating Funds may by mutual consent agree to increase or decrease the Sale Price by more than 10% of the initial Sale Price by causing to be provided further proper instructions to Repo Custodian by the close of business on the Sale Date. In any event, Repo Custodian shall not be responsible for determining whether any such increase or decrease of the Sale Price exceeds the 10% limitation. (c) Seller will take such actions as are necessary to ensure that on the Sale Date the aggregate Market Value of all Securities held by Repo Custodian for Seller and cash in the Seller Account equals or exceeds the Margin Percentage of the Sale Price. Seller shall give Repo Custodian proper instructions specifying with respect to each of the Securities which is to be the subject of a repurchase transaction (a) the name of the issuer and the title of the Securities, and (b) the Market Value of such Securities. Such instructions shall constitute Seller's instructions to Repo Custodian to transfer the Securities to the Participating Funds and/or Cash Collateral from the Seller Account to the Transaction Account. (d) Prior to the close of business on the Sale Date, the Participating Funds shall transfer to, or maintain on deposit with, Repo Custodian in the Transaction Account immediately available funds in an amount equal to the Sale Price with respect to a particular repurchase transaction. (e) Prior to the close of business on the Sale Date, Repo Custodian shall transfer Securities from Seller to the Participating Funds and/or cash held in the Seller Account to the Transaction Account and shall transfer to the Seller Account immediately available funds from the Transaction Account in accordance with the following provisions: (i) Repo Custodian shall determine that all securities to be transferred by Seller to the Participating Funds are Eligible Securities. Any securities which are not Eligible Securities for a particular repurchase transaction hereunder shall not be included in the calculations set forth below and shall not be transferred to the Participating Funds. (ii) Repo Custodian shall then calculate the aggregate Market Value of the Securities and cash, if any, to be so transferred. (iii) Repo Custodian shall notify Seller in the event that the aggregate Market Value of Securities and cash, if any, applicable to the repurchase transaction is less than the Margin Percentage of the Sale Price and Seller shall transfer, by the close of business on the Sale Date, to Repo Custodian additional Securities and/or cash in the amount of such deficiency. If Seller does not, by the close of business on the Sale Date, transfer additional Securities and/or cash, the Market Value of which equals or exceeds such deficiency, Repo Custodian may, at its option, without notice to Seller, advance the amount of such deficiency to Seller in order to effectuate the repurchase transaction. It is expressly agreed that Repo Custodian is not obligated to make an advance to Seller to enable it to complete any repurchase transaction. (iv) Subject to the provisions of Subparagraph (v) below, Repo Custodian shall cause the Securities applicable to the repurchase transaction received from Seller to be transferred to the Participating Funds and shall cause any cash received from Seller to be transferred to the Transaction Account, against transfer of the Sale Price from the Transaction Account to the Seller Account, such transfers of Securities and/or cash and funds to occur simultaneously on a delivery versus payment basis. (v) Notwithstanding anything to the contrary, if, for any repurchase transaction, the amount of immediately available funds in the Transaction Account is less than the agreed upon Sale Price in connection with the repurchase transaction immediately prior to effectuating such repurchase transaction, or if the aggregate Market Value of the Securities and cash, if any, applicable to such repurchase transaction is less than the Sale Price multiplied by the Margin Percentage immediately prior to effectuating such repurchase transaction, Repo Custodian shall effect the repurchase transaction to the best of its ability by transferring Securities from Seller to the Participating Funds and/or cash from the Seller Account to the Transaction Account with an aggregate Market Value equal to the lesser of (x) the amount of immediately available funds in the Transaction Account multiplied by the Margin Percentage and (y) the aggregate Market Value of the Securities available for transfer from Seller to the Participating Funds and cash, if any, in the Seller Account, against the transfer of immediately available funds from the Transaction Account to the Seller Account in an amount equal to the aggregate Market Value of the Securities and/or cash to be transferred divided by the Margin Percentage; provided, however, that in either such event Repo Custodian shall have the right not to transfer to the Participating Funds such Securities and not to transfer such cash, if any, to the Transaction Account and not to transfer from the designated Transaction Account such funds as Repo Custodian determines, in its sole discretion, will not be the subject of a repurchase transaction. The actions of Repo Custodian pursuant to this subparagraph (e)(v) shall not affect the obligations and liabilities of the parties to each other pursuant to the Master Agreement with regard to such repurchase transaction. (f) In the event that on a Banking Day Seller desires to substitute Securities applicable to such repurchase transaction with Eligible Securities and/or Cash Collateral (to the extent provided in the Master Agreement), Repo Custodian shall perform such substitution in accordance with the following provisions: (i) Repo Custodian shall determine that all securities to be transferred to the Participating Funds are Eligible Securities. Any securities which are not eligible for repurchase transactions hereunder shall not be included in the calculations set forth below and shall not be transferred to the Participating Funds. (ii) Repo Custodian shall then calculate the aggregate Market Value of the Eligible Securities and/or Cash Collateral to be transferred. Repo Custodian shall not make any substitution if, at the time of substitution, the aggregate Market Value of all Securities and any Cash Collateral applicable to such repurchase transaction immediately after such substitution would be less than the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were the date of substitution). (iii) Repo Custodian shall then deliver to the Seller, subject to the qualifications set forth above, the Securities to be substituted against the delivery by Repo Custodian of substitute Eligible Securities to the Participating Funds and/or the crediting of the Transaction Account with Cash Collateral. (iv) In the event Seller has caused Repo Custodian to credit the Transaction Account with Cash Collateral in lieu of substitute Eligible Securities, and has failed to deliver Eligible Securities against such Cash Collateral not later than the close of business on such Banking Day in accordance with the terms of the Master Agreement, Repo Custodian shall promptly, but in no event later than 10:00 a.m. the following Banking Day, notify the Participating Funds and Seller of such failure. (g) With respect to each repurchase transaction, at 10:00 a.m. New York time, or at such other time as specified in proper instructions of the Participating Funds (or the Custodian on behalf of the Participating Funds) on the Repurchase Date, Repo Custodian shall debit the Seller Account and credit the Transaction Account in the amount of the Repurchase Price and shall transfer Securities from the Participating Funds to the Seller and Cash Collateral, if any, from the Transaction Account to the Seller Account in accordance with the following provisions: (i) If the amount of available funds in the Seller Account equals or exceeds the Repurchase Price, Repo Custodian shall debit the Seller Account and credit the Transaction Account in the amount of the Repurchase Price and shall transfer all Securities applicable to such repurchase transaction from the Participating Funds to the Seller and debit the Transaction Account and credit the Seller Account in the amount of any Cash Collateral applicable to such repurchase transaction. (ii) If the amount of available funds in the Seller Account is less than the Repurchase Price, then Repo Custodian shall notify the Seller of the amount of the deficiency and Seller shall promptly cause such amount to be transferred to the Seller Account. If Seller fails to cause the transfer of the entire amount of the deficiency to the Seller Account, then Repo Custodian may, at its option and without notice to Seller, advance to Seller the amount of such remaining deficiency. It is expressly agreed that Repo Custodian is not obligated to make any advance to Seller. If, following such transfer and/or advance, the amount of available funds in the Seller Account equals or exceeds the Repurchase Price then Repo Custodian shall debit the Seller Account and credit the Transaction Account in the amount of the Repurchase Price and shall transfer from the Participating Funds to the Seller all Securities applicable to such repurchase transaction and debit the Transaction Account and credit the Seller Account in the amount of any Cash Collateral applicable to such repurchase transaction. (iii) If the Seller fails to cause the transfer of the entire amount of the deficiency, as required by (ii) above, and Repo Custodian fails to advance to Seller an amount sufficient to eliminate the entire deficiency, then Repo Custodian shall debit the Seller Account in the amount of all immediately available funds designated by Seller as applicable to the repurchase transaction and credit the Transaction Account in such amount (such amount being referred to as the "Partial Payment") and shall transfer Securities from the Participating Funds to the Seller such that the aggregate Market Value of all remaining Securities and Cash Collateral in the Transaction Account with respect to such repurchase transaction shall at least equal the difference between Margin Percentage of the Repurchase Price and the Partial Payment. 5.

Repurchase Transactions. (a) Repo Custodian shall make all credits and debits to the Transaction Account and effect the transfer of Securities to or from the Participating Funds upon proper instructions received from the Participating Funds, or the Custodian on behalf of the Participating Funds, and shall make all credits and debits to the Seller Account and effect the transfer of Securities to or from the Seller upon proper instructions received from Seller. In the event that Repo Custodian receives conflicting proper instructions from Seller and the Participating Funds, or the Custodian on behalf of the Participating Funds, Repo Custodian shall follow the Participating Funds' or the Custodian's proper instructions. The Participating Funds shall give Repo Custodian only such instructions as shall be permitted by the Master Agreement. Notwithstanding the preceding sentence, the Participating Funds, or the Custodian on behalf of the Participating Funds, may from time to time instruct Repo Custodian to transfer cash from the Transaction Account to CustodianCustodian so long as such transfer is not in contravention of the Master Agreement. (b) (i) Whenever on any Banking Day one or more Funds and Seller agree to enter into a repurchase transaction, Seller and the Participating Funds, or the Custodian on behalf of the Participating Funds, will give Repo Custodian proper instructions by telephone or otherwise by 5:00 p.m. New York time on the Sale Date, specifying the Transaction Category, Repurchase Date, Sale Price, Repurchase Price or the applicable Pricing Rate and the Margin Percentage for each such repurchase transaction. (ii) In the case of repurchase transactions in which the Repurchase Date is the Banking Day next following the Sale Date (x) the Participating Funds may increase or decrease the Sale Price for any such repurchase transaction by no more than 10% of the initial Sale Price by causing to be delivered further proper instructions by telephone or otherwise to Repo Custodian prior to by 5:15 p.m. New York time (or at such later time as may be agreed upon by the close of business parties) on the Sale Date and (y) Seller and the Participating Funds may by mutual consent agree to increase or decrease the Sale Price by more than 10% of the initial Sale Price by causing to be provided further proper instructions to Repo Custodian by the close of business on the Sale Date. In any event, Repo Custodian shall not be responsible for determining whether any such increase or decrease of the Sale Price exceeds the 10% limitation. (c) Seller will take such actions as are necessary to ensure that on the Sale Date the aggregate Market Value of all Securities held by Repo Custodian for Seller and cash in the Seller Account equals or exceeds the Margin Percentage of the Sale Price. Seller shall give Repo Custodian proper instructions specifying with respect to each of the Securities which is to be the subject of a repurchase transaction (a) the name of the issuer and the title of the Securities, and (b) the Market Value of such Securities. Such instructions shall constitute Seller's instructions to Repo Custodian to transfer the Securities to the Participating Funds and/or Cash Collateral from the Seller Account to the Transaction Account. (d) Prior to the close of business By 5:00 p.m. New York Time on the Sale Date, the Participating Funds shall transfer to, or maintain on deposit with, Repo Custodian in the Transaction Account immediately available funds in an amount equal to the Sale Price with respect to a particular repurchase transaction. (e) Prior to the close of business on the Sale Date, Repo Custodian shall transfer Securities from Seller to the Participating Funds and/or cash held in the Seller Account to the Transaction Account and shall transfer to the Seller Account immediately available funds from the Transaction Account in accordance with the following provisions: (i) Repo Custodian shall determine that all securities to be transferred by Seller to the Participating Funds are Eligible Securities. Any securities which are not Eligible Securities for a particular repurchase transaction hereunder shall not be included in the calculations set forth below and shall not be transferred to the Participating Funds. (ii) Repo Custodian shall then calculate the aggregate Market Value of the Securities and cash, if any, to be so transferred. (iii) Repo Custodian shall notify Seller in the event that the aggregate Market Value of Securities and cash, if any, applicable to the repurchase transaction is less than the Margin Percentage of the Sale Price and Seller shall transfer, by the close of business on the Sale Date, to Repo Custodian additional Securities and/or cash in the amount of such deficiency. If Seller does not, by the close of business on the Sale Date, transfer additional Securities and/or cash, the Market Value of which equals or exceeds such deficiency, Repo Custodian may, at its option, without notice to Seller, advance the amount of such deficiency to Seller in order to effectuate the repurchase transaction. It is expressly agreed that Repo Custodian is not obligated to make an advance to Seller to enable it to complete any repurchase transaction. (iv) Subject to the provisions of Subparagraph (v) below, Repo Custodian shall cause the Securities applicable to the repurchase transaction received from Seller to be transferred to the Participating Funds and shall cause any cash received from Seller to be transferred to the Transaction Account, against transfer of the Sale Price from the Transaction Account to the Seller Account, such transfers of Securities and/or cash and funds to be deemed to occur simultaneously on a delivery versus payment basissimultaneously. (v) Notwithstanding anything to the contrary, if, for any repurchase transaction, the amount of immediately available funds in the Transaction Account is less than the agreed upon Sale Price in connection with the repurchase transaction immediately prior to effectuating such repurchase transaction, or if the aggregate Market Value of the Securities and cash, if any, applicable to such repurchase transaction is less than the Sale Price multiplied by the Margin Percentage immediately prior to effectuating such repurchase transaction, Repo Custodian shall effect the repurchase transaction to the best of its ability by transferring Securities from Seller to the Participating Funds and/or cash from the Seller Account to the Transaction Account with an aggregate Market Value equal to the lesser of (x) the amount of immediately available funds in the Transaction Account multiplied by the Margin Percentage and (y) the aggregate Market Value of the Securities available for transfer from Seller to the Participating Funds and cash, if any, in the Seller Account, against the transfer of immediately available funds from the Transaction Account to the Seller Account in an amount equal to the aggregate Market Value of the Securities and/or cash to be transferred divided by the Margin Percentage; provided, however, that in either such event Repo Custodian shall have the right not to transfer to the Participating Funds such Securities and not to transfer such cash, if any, to the Transaction Account and not to transfer from the designated Transaction Account such funds as Repo Custodian determines, in its sole discretion, will not be the subject of a repurchase transaction. The actions of Repo Custodian pursuant to this subparagraph (e)(v) shall not affect the obligations and liabilities of the parties to each other pursuant to the Master Agreement with regard to such repurchase transaction. (f) In the event that on a Banking Day Seller desires to substitute Securities applicable to such repurchase transaction with Eligible Securities and/or Cash Collateral (to the extent provided in the Master Agreement), Repo Custodian shall perform such substitution in accordance with the following provisions: (i) Repo Custodian shall determine that all securities to be transferred to the Participating Funds are Eligible Securities. Any securities which are not eligible for repurchase transactions hereunder shall not be included in the calculations set forth below and shall not be transferred to the Participating Funds. (ii) Repo Custodian shall then calculate the aggregate Market Value of the Eligible Securities and/or Cash Collateral to be transferred. Repo Custodian shall not make any substitution if, at the time of substitution, the aggregate Market Value of all Securities and any Cash Collateral applicable to such repurchase transaction immediately after such substitution would be less than the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were the date of substitution). (iii) Repo Custodian shall then deliver to the Seller, subject to the qualifications set forth above, the Securities to be substituted against the delivery by Repo Custodian of substitute Eligible Securities to the Participating Funds and/or the crediting of the Transaction Account with Cash Collateral. (iv) In the event Seller has caused Repo Custodian to credit the Transaction Account with Cash Collateral in lieu of substitute Eligible Securities, and has failed to deliver Eligible Securities against such Cash Collateral not later than the close of business on such Banking Day in accordance with the terms of the Master Agreement, Repo Custodian shall promptly, but in no event later than 10:00 a.m. the following Banking Day, notify the Participating Funds and Seller of such failure. (g) With respect to each repurchase transaction, at 10:00 9:00 a.m. New York time, or at such other time as specified in proper instructions of the Participating Funds (or the Custodian on behalf of the Participating Funds) on the Repurchase Date, Repo Custodian shall debit the Seller Account and credit the Transaction Account in the amount of the Repurchase Price and shall transfer Securities from the Participating Funds to the Seller and Cash Collateral, if any, from the Transaction Account to the Seller Account in accordance with the following provisions: (i) If the amount of available funds in the Seller Account equals or exceeds the Repurchase Price, Repo Custodian shall debit the Seller Account and credit the Transaction Account in the amount of the Repurchase Price and shall transfer all Securities applicable to such repurchase transaction from the Participating Funds to the Seller and debit the Transaction Account and credit the Seller Account in the amount of any Cash Collateral applicable to such repurchase transaction. (ii) If the amount of available funds in the Seller Account is less than the Repurchase Price, then Repo Custodian shall notify the Seller of the amount of the deficiency and Seller shall promptly cause such amount to be transferred to the Seller Account. If Seller fails to cause the transfer of the entire amount of the deficiency to the Seller Account, then Repo Custodian may, at its option and without notice to Seller, advance to Seller the amount of such remaining deficiency. It is expressly agreed that Repo Custodian is not obligated to make any advance to Seller. If, following such transfer and/or advance, the amount of available funds in the Seller Account equals or exceeds the Repurchase Price then Repo Custodian shall debit the Seller Account and credit the Transaction Account in the amount of the Repurchase Price and shall transfer from the Participating Funds to the Seller all Securities applicable to such repurchase transaction and debit the Transaction Account and credit the Seller Account in the amount of any Cash Collateral applicable to such repurchase transaction. (iii) If the Seller fails to cause the transfer of the entire amount of the deficiency, as required by (ii) above, and Repo Custodian fails to advance to Seller an amount sufficient to eliminate the entire deficiency, then Repo Custodian shall debit the Seller Account in the amount of all immediately available funds designated by Seller as applicable to the repurchase transaction and credit the Transaction Account in such amount (such amount being referred to as the "Partial Payment") and shall transfer Securities from the Participating Funds to the Seller such that the aggregate Market Value of all remaining Securities and Cash Collateral in the Transaction Account with respect to such repurchase transaction shall at least equal the difference between Margin Percentage of the Repurchase Price and the Partial Payment. 5.

Repurchase Transactions. Buyer may, in its sole election, engage in repurchase transactions with the Purchased Mortgage Loans or otherwise pledge, hypothecate, assign, transfer or otherwise convey the Purchased Mortgage Loans with a counterparty of Buyer's choice (each such transaction, a "Third Party Transfer"). On each Repurchase Date, and unless an Event of Default has occurred and is continuing, in the event that Buyer (a) Repo Custodian shall make all credits has sold the Purchased Mortgage Loans to a third party and debits cannot or will not repurchase the Purchased Mortgage Loans from such third party, (b) desires to retain the Transaction Account and effect the transfer of Securities to or from the Participating Funds upon proper instructions received from the Participating FundsPurchased Mortgage Loans, or (c) is unable to reclaim such Purchased Mortgage Loans subject to a Third Party Transfer and return the Custodian on behalf Purchased Mortgage Loans to Seller, Buyer shall (x) purchase at such price or prices as the Buyer may reasonably deem satisfactory, Mortgage Loans ("Replacement Mortgage Loans") of the Participating Funds, same type and shall make all credits and debits amount as any Purchased Mortgage Loans that are not delivered by Buyer to the Seller Account and effect the transfer of Securities to as required hereunder or from the Seller upon proper instructions received from Seller. In the event that Repo Custodian receives conflicting proper instructions from Seller and the Participating Funds, or the Custodian on behalf of the Participating Funds, Repo Custodian shall follow the Participating Funds' or the Custodian's proper instructions. The Participating Funds shall give Repo Custodian only such instructions as shall be permitted by the Master Agreement. Notwithstanding the preceding sentence, the Participating Funds, or the Custodian on behalf of the Participating Funds, may from time to time instruct Repo Custodian to transfer cash from the Transaction Account to Custodian. (b) (i) Whenever on any Banking Day one or more Funds and Seller agree to enter into a repurchase transaction, Seller and the Participating Funds, or the Custodian on behalf of the Participating Funds, will give Repo Custodian proper instructions by telephone or otherwise on the Sale Date, specifying the Transaction Category, Repurchase Date, Sale Price, Repurchase Price or the applicable Pricing Rate and the Margin Percentage for each such repurchase transaction. (ii) In the case of repurchase transactions in which the Repurchase Date is the Banking Day next following the Sale Date (x) the Participating Funds may increase or decrease the Sale Price for any such repurchase transaction by no more than 10% of the initial Sale Price by causing to be delivered further proper instructions by telephone or otherwise to Repo Custodian prior to the close of business on the Sale Date and (y) Seller and the Participating Funds may by mutual consent agree to increase or decrease the Sale Price by more than 10% in its sole discretion elect, in lieu of the initial Sale Price by causing purchasing Replacement Mortgage Loans, to be provided further proper instructions deemed to Repo Custodian by have elected to retain such Purchased Mortgage Loans at the close of business on the Sale Date. In any event, Repo Custodian shall not be responsible for determining whether any such increase or decrease of the Sale Price exceeds the 10% limitation. (c) Seller will take such actions as are necessary to ensure that on the Sale Date the aggregate Market Value and shall remit to Seller the excess, if any of all Securities held by Repo Custodian for Seller and cash in the Seller Account equals or exceeds the Margin Percentage of the Sale Price. Seller shall give Repo Custodian proper instructions specifying with respect to each of the Securities which is to be the subject of a repurchase transaction (a) the name of the issuer and the title of the Securities, and (b) the Market Value of such SecuritiesPurchased Mortgage Loans over (b) the Repurchase Price for such Purchased Mortgage Loans. Such instructions Unless an Event of Default shall constitute Seller's instructions to Repo Custodian have occurred, no such transaction shall relieve Buyer of its obligations to transfer the Securities Purchased Mortgage Loans to the Participating Funds and/or Cash Collateral from the Seller Account pursuant to the Transaction Account. (dSection 4(c) Prior hereof, or of Buyer's obligation to the close of business on the Sale Date, the Participating Funds shall transfer credit or pay Income to, or maintain on deposit with, Repo Custodian in the Transaction Account immediately available funds in an amount equal apply Income to the Sale Price with respect obligations of, Seller pursuant to Section 7 hereof. In the event Buyer engages in a particular repurchase transaction. (e) Prior to the close of business on the Sale Date, Repo Custodian shall transfer Securities from Seller to the Participating Funds and/or cash held in the Seller Account to the Transaction Account and shall transfer to the Seller Account immediately available funds from the Transaction Account in accordance with the following provisions: (i) Repo Custodian shall determine that all securities to be transferred by Seller to the Participating Funds are Eligible Securities. Any securities which are not Eligible Securities for a particular repurchase transaction hereunder shall not be included in the calculations set forth below and shall not be transferred to the Participating Funds. (ii) Repo Custodian shall then calculate the aggregate Market Value with any of the Securities and cash, if any, to be so transferred. (iii) Repo Custodian shall notify Seller in the event that the aggregate Market Value of Securities and cash, if any, applicable to the repurchase transaction is less than the Margin Percentage Purchased Mortgage Loans or otherwise pledges or hypothecates any of the Sale Price and Seller shall transferPurchased Mortgage Loans, by the close of business on the Sale Date, to Repo Custodian additional Securities and/or cash in the amount of such deficiency. If Seller does not, by the close of business on the Sale Date, transfer additional Securities and/or cash, the Market Value of which equals or exceeds such deficiency, Repo Custodian may, at its option, without notice to Seller, advance the amount of such deficiency to Seller in order to effectuate the repurchase transaction. It is expressly agreed that Repo Custodian is not obligated to make an advance to Seller to enable it to complete any repurchase transaction. (iv) Subject to the provisions of Subparagraph (v) below, Repo Custodian shall cause the Securities applicable to the repurchase transaction received from Seller to be transferred to the Participating Funds and shall cause any cash received from Seller to be transferred to the Transaction Account, against transfer of the Sale Price from the Transaction Account to the Seller Account, such transfers of Securities and/or cash and funds to occur simultaneously on a delivery versus payment basis. (v) Notwithstanding anything to the contrary, if, for any repurchase transaction, the amount of immediately available funds in the Transaction Account is less than the agreed upon Sale Price in connection with the repurchase transaction immediately prior to effectuating such repurchase transaction, or if the aggregate Market Value of the Securities and cash, if any, applicable to such repurchase transaction is less than the Sale Price multiplied by the Margin Percentage immediately prior to effectuating such repurchase transaction, Repo Custodian shall effect the repurchase transaction to the best of its ability by transferring Securities from Seller to the Participating Funds and/or cash from the Seller Account to the Transaction Account with an aggregate Market Value equal to the lesser of (x) the amount of immediately available funds in the Transaction Account multiplied by the Margin Percentage and (y) the aggregate Market Value of the Securities available for transfer from Seller to the Participating Funds and cash, if any, in the Seller Account, against the transfer of immediately available funds from the Transaction Account to the Seller Account in an amount equal to the aggregate Market Value of the Securities and/or cash to be transferred divided by the Margin Percentage; provided, however, that in either such event Repo Custodian Buyer shall have the right not to transfer assign to Buyer's counterparty any of the applicable representations or warranties herein and the remedies for breach thereof, as they relate to the Participating Funds such Securities and not to transfer such cash, if any, to the Transaction Account and not to transfer from the designated Transaction Account such funds as Repo Custodian determines, in its sole discretion, will not be the Purchased Mortgage Loans that are subject of a repurchase transaction. The actions of Repo Custodian pursuant to this subparagraph (e)(v) shall not affect the obligations and liabilities of the parties to each other pursuant to the Master Agreement with regard to such repurchase transaction. (f) In the event that on a Banking Day Seller desires to substitute Securities applicable to such repurchase transaction with Eligible Securities and/or Cash Collateral (to the extent provided in the Master Agreement), Repo Custodian shall perform such substitution in accordance with the following provisions: (i) Repo Custodian shall determine that all securities to be transferred to the Participating Funds are Eligible Securities. Any securities which are not eligible for repurchase transactions hereunder shall not be included in the calculations set forth below and shall not be transferred to the Participating Funds. (ii) Repo Custodian shall then calculate the aggregate Market Value of the Eligible Securities and/or Cash Collateral to be transferred. Repo Custodian shall not make any substitution if, at the time of substitution, the aggregate Market Value of all Securities and any Cash Collateral applicable to such repurchase transaction immediately after such substitution would be less than the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were the date of substitution). (iii) Repo Custodian shall then deliver to the Seller, subject to the qualifications set forth above, the Securities to be substituted against the delivery by Repo Custodian of substitute Eligible Securities to the Participating Funds and/or the crediting of the Transaction Account with Cash Collateral. (iv) In the event Seller has caused Repo Custodian to credit the Transaction Account with Cash Collateral in lieu of substitute Eligible Securities, and has failed to deliver Eligible Securities against such Cash Collateral not later than the close of business on such Banking Day in accordance with the terms of the Master Agreement, Repo Custodian shall promptly, but in no event later than 10:00 a.m. the following Banking Day, notify the Participating Funds and Seller of such failure. (g) With respect to each repurchase transaction, at 10:00 a.m. New York time, or at such other time as specified in proper instructions of the Participating Funds (or the Custodian on behalf of the Participating Funds) on the Repurchase Date, Repo Custodian shall debit the Seller Account and credit the Transaction Account in the amount of the Repurchase Price and shall transfer Securities from the Participating Funds to the Seller and Cash Collateral, if any, from the Transaction Account to the Seller Account in accordance with the following provisions: (i) If the amount of available funds in the Seller Account equals or exceeds the Repurchase Price, Repo Custodian shall debit the Seller Account and credit the Transaction Account in the amount of the Repurchase Price and shall transfer all Securities applicable to such repurchase transaction from the Participating Funds to the Seller and debit the Transaction Account and credit the Seller Account in the amount of any Cash Collateral applicable to such repurchase transaction. (ii) If the amount of available funds in the Seller Account is less than the Repurchase Price, then Repo Custodian shall notify the Seller of the amount of the deficiency and Seller shall promptly cause such amount to be transferred to the Seller Account. If Seller fails to cause the transfer of the entire amount of the deficiency to the Seller Account, then Repo Custodian may, at its option and without notice to Seller, advance to Seller the amount of such remaining deficiency. It is expressly agreed that Repo Custodian is not obligated to make any advance to Seller. If, following such transfer and/or advance, the amount of available funds in the Seller Account equals or exceeds the Repurchase Price then Repo Custodian shall debit the Seller Account and credit the Transaction Account in the amount of the Repurchase Price and shall transfer from the Participating Funds to the Seller all Securities applicable to such repurchase transaction and debit the Transaction Account and credit the Seller Account in the amount of any Cash Collateral applicable to such repurchase transaction. (iii) If the Seller fails to cause the transfer of the entire amount of the deficiency, as required by (ii) above, and Repo Custodian fails to advance to Seller an amount sufficient to eliminate the entire deficiency, then Repo Custodian shall debit the Seller Account in the amount of all immediately available funds designated by Seller as applicable to the repurchase transaction and credit the Transaction Account in such amount (such amount being referred to as the "Partial Payment") and shall transfer Securities from the Participating Funds to the Seller such that the aggregate Market Value of all remaining Securities and Cash Collateral in the Transaction Account with respect to such repurchase transaction shall at least equal the difference between Margin Percentage of the Repurchase Price and the Partial Payment. 5.

Repurchase Transactions. Each repurchase transaction conducted pursuant to this Agreement (aeach, a “Repurchase Transaction” and collectively, the “Repurchase Transactions”) Repo Custodian shall make all credits and debits will involve the sale by Bank, as principal, to Customer of an undivided interest (the “Interest”) in a pool of obligations of the United States government or any agency thereof (the “Underlying Assets”) held in a Custodial Account with a market value on the date of sale by Bank equal to the Transaction Account and effect the transfer of Securities to or from the Participating Funds upon proper instructions received from the Participating Funds, or the Custodian on behalf of the Participating Investment Funds, and Bank’s subsequent repurchase of such Interest. The purchase price (“Purchase Price”) for the Interest will equal the Investment Funds on the date of sale by Bank. On the banking day following such sale (the “Repurchase Date”), Bank will repurchase the Interest at the Repurchase Price, unless the Repurchase Date is delayed by circumstances beyond the reasonable control of Bank, in which case the Repurchase Date shall make all credits be on the next available Banking Day. Bank will act as agent for Customer in Customer’s purchase and debits subsequent resale of the Interest. In evidence of such Repurchase Transactions, Customer will receive daily confirmations (each, a “Confirmation” and collectively, the “Confirmations”). The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Customer and Bank with respect to the Seller Account and effect Repurchase Transaction to which the transfer of Securities Confirmation relates, unless with respect to or from the Seller upon proper instructions received from SellerConfirmation specific objection is made promptly after receipt thereof. In the event that Repo Custodian receives conflicting proper instructions from Seller of any conflict between the terms of such Confirmation and the Participating Fundsthis Agreement, or the Custodian on behalf of the Participating Funds, Repo Custodian this Agreement shall follow the Participating Funds' or the Custodian's proper instructionsprevail. The Participating Funds shall give Repo Custodian Repurchase Transactions provided by this Agreement will be available only such instructions as to persons who establish and/or maintain an eligible Account with Bank. The terms of each Repurchase Transaction reflected in the Confirmations shall be permitted by binding on both parties, absent manifest error. Repurchase Price And Earning (Repurchase Sweeps Only) The “Repurchase Price” for any Repurchase Transaction (Collected Balance Only) will equal the Master Agreement. Notwithstanding the preceding sentence, the Participating Funds, or the Custodian on behalf sum of the Participating Funds, may from time to time instruct Repo Custodian to transfer cash from the Transaction Account to Custodian. (b) (i) Whenever on any Banking Day one or more Funds the Purchase Price for that Repurchase Transaction and Seller agree to enter into a repurchase transaction, Seller and the Participating Funds, or the Custodian on behalf of the Participating Funds, will give Repo Custodian proper instructions by telephone or otherwise on the Sale Date, specifying the Transaction Category, Repurchase Date, Sale Price, Repurchase Price or the applicable Pricing Rate and the Margin Percentage for each such repurchase transaction. (ii) In an amount determined by the application of the appropriate Pricing Rate to the Purchase Price for such Repurchase Transaction on a 365 days per year or a 366 days per year basis, as the case may be, during the period commencing on (and including) the date of sale by Bank of the Interest for such Repurchase Transaction and ending on (but excluding) the date of repurchase transactions in by Bank of the Interest for such Repurchase Transaction. On the last banking day of each calendar month, Bank will determine the aggregate (the “Monthly Earnings”) of the excess of the Repurchase Price over the Purchase Price, added over all Repurchase Transactions for which the Repurchase Date is occurred during such calendar month. On the Banking Day next following last banking day of each calendar month, Bank will add the Sale Date (x) the Participating Funds may increase or decrease the Sale Price for any such repurchase transaction by no more than 10% of the initial Sale Price by causing to be delivered further proper instructions by telephone or otherwise to Repo Custodian prior Monthly Earnings to the close Investment Funds, regardless of business on whether such addition causes the Sale Date and (y) Seller and the Participating Funds may by mutual consent agree to increase or decrease the Sale Price by more than 10% of the initial Sale Price by causing to be provided further proper instructions to Repo Custodian by the close of business on the Sale Date. In any event, Repo Custodian shall not be responsible for determining whether any such increase or decrease of the Sale Price exceeds the 10% limitation. (c) Seller will take such actions as are necessary to ensure that on the Sale Date the aggregate Market Value of all Securities held by Repo Custodian for Seller and cash in the Seller Account equals or exceeds the Margin Percentage of the Sale Price. Seller shall give Repo Custodian proper instructions specifying with respect to each of the Securities which is to be the subject of a repurchase transaction (a) the name of the issuer and the title of the Securities, and (b) the Market Value of such Securities. Such instructions shall constitute Seller's instructions to Repo Custodian to transfer the Securities to the Participating Funds and/or Cash Collateral from the Seller Account to the Transaction Account. (d) Prior to the close of business on the Sale Date, the Participating Funds shall transfer to, or maintain on deposit with, Repo Custodian in the Transaction Account immediately available funds in an amount equal to the Sale Price with respect to a particular repurchase transaction. (e) Prior to the close of business on the Sale Date, Repo Custodian shall transfer Securities from Seller to the Participating Funds and/or cash held in the Seller Account to the Transaction Account and shall transfer to the Seller Account immediately available funds from the Transaction Account in accordance with the following provisions: (i) Repo Custodian shall determine that all securities to be transferred by Seller to the Participating Funds are Eligible Securities. Any securities which are not Eligible Securities for a particular repurchase transaction hereunder shall not be included in the calculations set forth below and shall not be transferred to the Participating Funds. (ii) Repo Custodian shall then calculate the aggregate Market Value of the Securities and cash, if any, to be so transferred. (iii) Repo Custodian shall notify Seller in the event that the aggregate Market Value of Securities and cash, if any, applicable to the repurchase transaction is less than the Margin Percentage of the Sale Price and Seller shall transfer, by the close of business on the Sale Date, to Repo Custodian additional Securities and/or cash in the amount of such deficiency. If Seller does not, by the close of business on the Sale Date, transfer additional Securities and/or cash, the Market Value of which equals or exceeds such deficiency, Repo Custodian may, at its option, without notice to Seller, advance the amount of such deficiency to Seller in order to effectuate the repurchase transaction. It is expressly agreed that Repo Custodian is not obligated to make an advance to Seller to enable it to complete any repurchase transaction. (iv) Subject to the provisions of Subparagraph (v) below, Repo Custodian shall cause the Securities applicable to the repurchase transaction received from Seller to be transferred to the Participating Funds and shall cause any cash received from Seller to be transferred to the Transaction Account, against transfer of the Sale Price from the Transaction Account to the Seller Account, such transfers of Securities and/or cash and funds to occur simultaneously on a delivery versus payment basis. (v) Notwithstanding anything to the contrary, if, for any repurchase transaction, the amount of immediately available funds in the Transaction Account is less than the agreed upon Sale Price in connection with the repurchase transaction immediately prior to effectuating such repurchase transaction, or if the aggregate Market Value of the Securities and cash, if any, applicable to such repurchase transaction is less than the Sale Price multiplied by the Margin Percentage immediately prior to effectuating such repurchase transaction, Repo Custodian shall effect the repurchase transaction to the best of its ability by transferring Securities from Seller to the Participating Funds and/or cash from the Seller Account to the Transaction Account with an aggregate Market Value equal to the lesser of (x) the amount of immediately available funds in the Transaction Account multiplied by the Margin Percentage and (y) the aggregate Market Value of the Securities available for transfer from Seller to the Participating Funds and cash, if any, in the Seller Account, against the transfer of immediately available funds from the Transaction Account to the Seller Account in an amount equal to the aggregate Market Value of the Securities and/or cash to be transferred divided by the Margin Percentage; provided, however, that in either such event Repo Custodian shall have the right not to transfer to the Participating Funds such Securities and not to transfer such cash, if any, to the Transaction Account and not to transfer from the designated Transaction Account such funds as Repo Custodian determines, in its sole discretion, will not be the subject of a repurchase transaction. The actions of Repo Custodian pursuant to this subparagraph (e)(v) shall not affect the obligations and liabilities of the parties to each other pursuant to the Master Agreement with regard to such repurchase transaction. (f) In the event that on a Banking Day Seller desires to substitute Securities applicable to such repurchase transaction with Eligible Securities and/or Cash Collateral (to the extent provided in the Master Agreement), Repo Custodian shall perform such substitution in accordance with the following provisions: (i) Repo Custodian shall determine that all securities to be transferred to the Participating Funds are Eligible Securities. Any securities which are not eligible for repurchase transactions hereunder shall not be included in the calculations set forth below and shall not be transferred to the Participating Funds. (ii) Repo Custodian shall then calculate the aggregate Market Value of the Eligible Securities and/or Cash Collateral to be transferred. Repo Custodian shall not make any substitution if, at the time of substitution, the aggregate Market Value of all Securities and any Cash Collateral applicable to such repurchase transaction immediately after such substitution would be less than the Margin Percentage of the Repurchase Price (calculated as if the Repurchase Date were the date of substitution). (iii) Repo Custodian shall then deliver to the Seller, subject to the qualifications set forth above, the Securities to be substituted against the delivery by Repo Custodian of substitute Eligible Securities to the Participating Funds and/or the crediting of the Transaction Account with Cash Collateral. (iv) In the event Seller has caused Repo Custodian to credit the Transaction Account with Cash Collateral in lieu of substitute Eligible Securities, and has failed to deliver Eligible Securities against such Cash Collateral not later than the close of business on such Banking Day in accordance with the terms of the Master Agreement, Repo Custodian shall promptly, but in no event later than 10:00 a.m. the following Banking Day, notify the Participating Funds and Seller of such failure. (g) With respect to each repurchase transaction, at 10:00 a.m. New York time, or at such other time as specified in proper instructions of the Participating Funds (or the Custodian on behalf of the Participating Funds) on the Repurchase Date, Repo Custodian shall debit the Seller Account and credit the Transaction Account in the amount of the Repurchase Price and shall transfer Securities from the Participating Investment Funds to exceed the Seller and Cash Collateral, if any, from the Transaction Account to the Seller Account in accordance with the following provisions: (i) If the amount of available funds in the Seller Account equals or exceeds the Repurchase Price, Repo Custodian shall debit the Seller Account and credit the Transaction Account in the amount of the Repurchase Price and shall transfer all Securities applicable to such repurchase transaction from the Participating Funds to the Seller and debit the Transaction Account and credit the Seller Account in the amount of any Cash Collateral applicable to such repurchase transactionMaximum Amount. (ii) If the amount of available funds in the Seller Account is less than the Repurchase Price, then Repo Custodian shall notify the Seller of the amount of the deficiency and Seller shall promptly cause such amount to be transferred to the Seller Account. If Seller fails to cause the transfer of the entire amount of the deficiency to the Seller Account, then Repo Custodian may, at its option and without notice to Seller, advance to Seller the amount of such remaining deficiency. It is expressly agreed that Repo Custodian is not obligated to make any advance to Seller. If, following such transfer and/or advance, the amount of available funds in the Seller Account equals or exceeds the Repurchase Price then Repo Custodian shall debit the Seller Account and credit the Transaction Account in the amount of the Repurchase Price and shall transfer from the Participating Funds to the Seller all Securities applicable to such repurchase transaction and debit the Transaction Account and credit the Seller Account in the amount of any Cash Collateral applicable to such repurchase transaction. (iii) If the Seller fails to cause the transfer of the entire amount of the deficiency, as required by (ii) above, and Repo Custodian fails to advance to Seller an amount sufficient to eliminate the entire deficiency, then Repo Custodian shall debit the Seller Account in the amount of all immediately available funds designated by Seller as applicable to the repurchase transaction and credit the Transaction Account in such amount (such amount being referred to as the "Partial Payment") and shall transfer Securities from the Participating Funds to the Seller such that the aggregate Market Value of all remaining Securities and Cash Collateral in the Transaction Account with respect to such repurchase transaction shall at least equal the difference between Margin Percentage of the Repurchase Price and the Partial Payment. 5THE EXCESS OF THE REPURCHASE PRICE OVER THE PURCHASE PRICE AND THE MONTHLY EARNINGS ARE NOT EXCLUDABLE FROM FEDERAL AND STATE INCOME TAXES.