Common use of Contractual Settlement Services Clause in Contracts

Contractual Settlement Services. (Purchases / Sales) The Custodian shall, in accordance with the terms set out in this Section, debit or credit the appropriate cash account of the Fund in connection with (i) the purchase of securities for the Fund, and (ii) proceeds of the sale of securities held on behalf of the Fund, on a contractual settlement basis (the “Contractual Settlement Services”). The Contractual Settlement Services shall be provided for such instruments and in such markets as the Custodian may advise from time to time. The Custodian in good faith may terminate or suspend any part of the provision of the Contractual Settlement Services under this Contract upon reasonable notice under the circumstances to the Fund, including, without limitation, in the event of force majeure events affecting settlement, any disorder in markets, or other changed external business circumstances affecting the markets or the Fund. The consideration payable in connection with a purchase transaction shall be debited from the appropriate cash account of the Fund as of the time and date that monies would ordinarily be required to settle such transaction in the applicable market. The Custodian shall promptly recredit such amount at the time that the Fund notifies the Custodian by Proper Instruction that such transaction has been cancelled. With respect to the settlement of a sale of securities, a provisional credit of an amount equal to the net sale price for the transaction (the “Settlement Amount”) shall be made to the account of the Fund as if the Settlement Amount had been received as of the close of business on the date that monies would ordinarily be available in good funds in the applicable market. Such provisional credit will be made conditional upon the Custodian having received Proper Instructions with respect to, or reasonable notice of, the transaction, as applicable; and the Custodian or its agents having possession of the asset(s) (which shall exclude assets subject to any third party lending arrangement entered into by the Fund) associated with the transaction in good deliverable form and not being aware of any facts which would lead them to believe that the transaction will not settle in the time period ordinarily applicable to such transactions in the applicable market. The Custodian shall have the right to reverse any provisional credit or debit given in connection with the Contractual Settlement Services at any time when the Custodian believes, in its reasonable judgment, that such transaction will not settle in accordance with its terms or amounts due pursuant thereto will not be collectable or where the Custodian has not been provided Proper Instructions with respect thereto, as applicable, and the Fund shall be responsible for any costs or liabilities resulting from such reversal. Upon such reversal, a sum equal to the credited or debited amount shall become immediately payable by the Fund to the Custodian and may be debited from any cash account held for benefit of the Fund. In the event that the Custodian is unable to debit an account of the Fund, and the Fund fails to pay any amount due to the Custodian at the time such amount becomes payable in accordance with this Contract, (i) the Custodian may charge the Fund for costs and expenses associated with providing the provisional credit, including without limitation the cost of funds associated therewith, (ii) the amount of any accrued dividends, interest and other distributions with respect to assets associated with such transaction may be set off against the credited amount, (iii) the provisional credit and any such costs and expenses shall be considered an advance of cash for purposes of this Contract and (iv) the Custodian shall have the right to setoff against any property and the discretion to sell, exchange, convey, transfer or otherwise dispose of any property at any time held for the account of the Fund to the full extent necessary for the Custodian to make itself whole.

Contractual Settlement Services. (Purchases Purchase / Sales) The ) Section 5.1 With respect to each cash account designated in writing by a Portfolio, the Custodian shall, in accordance with the terms set out in this SectionSection 5, debit or credit the appropriate cash account of the Fund each Portfolio in connection with (i) the purchase of securities for the Fundsuch Portfolio, and (ii) proceeds of the sale of securities held on behalf of the Fundsuch Portfolio, on a contractual settlement basis (the “Contractual Settlement Services”). . Section 5.2 The Contractual Settlement Services shall be provided for such instruments and in such markets as the Custodian may advise from time to time. The Custodian in good faith may terminate or suspend any part of the provision of the Contractual Settlement Services under this Contract Agreement at its sole discretion immediately upon reasonable notice under the circumstances to the Fundapplicable Fund on behalf of each Portfolio, including, without limitation, in the event of force majeure events affecting settlement, any disorder in markets, or other changed external business circumstances affecting the markets or the Fund. . Section 5.3 The consideration payable in connection with a purchase transaction shall be debited from the appropriate cash account of the Fund Portfolio as of the time and date that monies would ordinarily be required to settle such transaction in the applicable market. The Custodian shall promptly recredit such amount at the time that the Portfolio or the Fund notifies the Custodian by Proper Instruction that such transaction has been cancelled. canceled. Section 5.4 With respect to the settlement of a sale of securities, a provisional credit of an amount equal to the net sale price for the transaction (the “Settlement Amount”) shall be made to the account of the Fund Portfolio as if the Settlement Amount had been received as of the close of business on the date that monies would ordinarily be available in good funds in the applicable market. Such provisional credit will be made conditional upon the Custodian having received Proper Instructions with respect to, or reasonable notice of, the transaction, as applicable; and the Custodian or its agents having possession of the asset(s) (which shall exclude assets subject to any third party lending arrangement entered into by the Funda Portfolio) associated with the transaction in good deliverable form and not being aware of any facts which would lead them to reasonably believe that the transaction will not settle in the time period ordinarily applicable to such transactions in the applicable market. The Custodian shall have the right to reverse any provisional credit or debit given in connection with the Contractual Settlement Services at any time when the Custodian believes, in its reasonable judgment, that such transaction will not settle in accordance with its terms or amounts due pursuant thereto will not be collectable or where the Custodian has not been provided Proper Instructions with respect thereto, as applicable, and the Fund shall be responsible for any costs or liabilities resulting from such reversal. Upon such reversal, a sum equal to the credited or debited amount shall become immediately payable by the Fund to the Custodian and may be debited from any cash account held for benefit of the Fund. In the event that the Custodian is unable to debit an account of the Fund, and the Fund fails to pay any amount due to the Custodian at the time such amount becomes payable in accordance with this Contract, (i) the Custodian may charge the Fund for costs and expenses associated with providing the provisional credit, including without limitation the cost of funds associated therewith, (ii) the amount of any accrued dividends, interest and other distributions with respect to assets associated with such transaction may be set off against the credited amount, (iii) the provisional credit and any such costs and expenses shall be considered an advance of cash for purposes of this Contract and (iv) the Custodian shall have the right to setoff against any property and the discretion to sell, exchange, convey, transfer or otherwise dispose of any property at any time held for the account of the Fund to the full extent necessary for the Custodian to make itself whole.

Contractual Settlement Services. (Purchases PURCHASE / Sales) SALES) SECTION 5.1 The Custodian shall, in accordance with the terms set out in this Sectionsection, debit or credit the appropriate cash account of the Fund each Portfolio in connection with (i) the purchase of securities for the Fundsuch Portfolio, and (ii) proceeds of the sale of securities held on behalf of the Fundsuch Portfolio, on a contractual settlement basis basis. SECTION 5.2 The services described above (the “Contractual Settlement Services”). The Contractual Settlement Services ) shall be provided for such instruments and in such markets as the Custodian may advise from time to time. The Custodian in good faith may terminate or suspend any part of the provision of the Contractual Settlement Services under this Contract Agreement at its sole discretion immediately upon reasonable notice under the circumstances to the FundFund on behalf of each Portfolio, including, without limitation, in the event of: (i) nationalization, expropriation, currency restrictions, acts of force majeure war, revolution, riots or terrorism, interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions, work stoppages, labor strikes, natural disasters, or similar events affecting settlement, ; (ii) any disorder in markets, ; or (iii) other changed external business circumstances affecting the markets or the Fund. . SECTION 5.3 The consideration payable in connection with a purchase transaction shall be debited from the appropriate cash account of the Fund Portfolio as of the time and date that monies would ordinarily be required to settle such transaction in the applicable market. The Custodian shall promptly recredit such amount at the time that the Portfolio or the Fund notifies the Custodian by Proper Instruction that such transaction has been cancelled. canceled. SECTION 5.4 With respect to the settlement of a sale of securities, a provisional credit of an amount equal to the net sale price for the transaction (the “Settlement Amount”) shall be made to the account of the Fund Portfolio as if the Settlement Amount had been received as of the close of business on the date that monies would ordinarily be available in good funds in the applicable market. Such provisional credit will be made conditional conditioned upon (i) the Custodian having received Proper Instructions with respect to, or reasonable notice of, the transaction, as applicable; applicable and (ii) the Custodian or its agents having possession of the asset(s) (which shall exclude assets subject to any third party lending arrangement entered into by the Funda Portfolio) associated with the transaction in good deliverable form and not being aware of any facts which would lead them to believe that the transaction will not settle in the time period ordinarily applicable to such transactions in the applicable market. . SECTION 5.5 The Custodian shall have the right to reverse any provisional credit or debit given in connection with the Contractual Settlement Services at any time when the Custodian believes, in its reasonable judgment, that such transaction will not settle in accordance with its terms or amounts due pursuant thereto will not be collectable or where the Custodian has not been provided Proper Instructions with respect thereto, as applicable, and the Fund Portfolio shall be responsible for any reasonable costs or liabilities resulting from such reversal. Upon such reversal, a sum equal to the credited or debited amount shall become immediately payable by the Fund Portfolio to the Custodian and may be debited from any cash account held for benefit of the Fund. Portfolio. SECTION 5.6 In the event that the Custodian is unable to debit an account of the FundPortfolio, and the Fund Portfolio fails to pay any amount due to the Custodian at the time such amount becomes payable in accordance with this ContractAgreement, (i) the Custodian may charge the Fund Portfolio for reasonable costs and expenses associated with providing the provisional credit, including including, without limitation limitation, the reasonable cost of funds associated therewith, (ii) the amount of any accrued dividends, interest and other distributions with respect to assets associated with such transaction may be set off against the credited amount, (iii) the provisional credit and any such costs and expenses shall be considered an advance of cash for purposes of this Contract the Agreement and (iv) the Custodian shall have the right to setoff against any property and the discretion to sell, exchange, convey, transfer or otherwise dispose of any property at any time held for the account of the Fund Portfolio to the full extent necessary for the Custodian to make itself whole.

Contractual Settlement Services. (Purchases / Salesa) The Custodian shall, in accordance with the terms set out in this Sectionsection, debit or credit the appropriate cash account of the Fund each Series in connection with (i) the purchase of securities or other financial assets for the Fundsuch Series, and (ii) proceeds of the sale of securities or other financial assets held on behalf of the Fundsuch Series, on a contractual settlement basis basis. The services described above (the “Contractual Settlement Services”). The Contractual Settlement Services ) shall be provided for such instruments the securities and other financial assets in such all contractual settlement markets in which the Custodian provides Contractual Settlement Services, as the Custodian may will advise the Funds from time to time. The Custodian in good faith may terminate or suspend any part of the provision of the Contractual Settlement Services under this Contract at its sole discretion immediately upon reasonable notice under the circumstances to the Fundapplicable Fund on behalf of the applicable Series, including, without limitationbut not limited to, in the event of force majeure events affecting settlement, any disorder in markets, or other changed external business circumstances affecting the markets or the Fund. . (b) The consideration payable in connection with a purchase transaction shall be debited from the appropriate cash account of the Fund applicable Series as of the time and date that monies would ordinarily be required to settle such transaction in the applicable market. The Series or Fund will not be entitled to the delivery of securities until Custodian or a Subcustodian actually receives them. The Custodian shall promptly recredit credit such amount at the time that the Series or the Fund notifies the Custodian by Proper Instruction that such transaction has been cancelled. canceled. (c) With respect to the settlement of a sale of securities, a provisional credit of an amount equal to the net sale price for the transaction (the “Settlement Amount”) shall be made to the account of the Fund applicable Series as if the Settlement Amount had been received as of the close of business on the date that monies would ordinarily be available in good funds in the applicable market. Such provisional credit will be made conditional upon (i) the Custodian Custodian’s having received Proper Instructions with respect to, or reasonable notice of, the transaction, as applicable; and (ii) the Custodian or its agents agent’s having possession of the asset(s) (which shall exclude assets subject to any third party lending arrangement entered into by the Funda Series) associated with the transaction in good deliverable form and not being aware of any facts which would lead them to believe that the transaction will not settle in the time period ordinarily applicable to such transactions in the applicable market. . (d) Simultaneously with the making of such provisional credit, a Fund on behalf of the applicable Series agrees that the Custodian shall have, and hereby grants to the Custodian, a security interest in any property at any time held for the account of the Series to the full extent of the credited amount, and each Series hereby pledges, assigns and grants to the Custodian a continuing security interest and a lien on any and all such property under the Custodian’s possession, in accordance with Section 3.32 of this Agreement. (e) The Custodian shall have the right to reverse any provisional credit or debit given in connection with the Contractual Settlement Services at any time when the Custodian believes, in its reasonable judgment, that such transaction will not settle in accordance with its terms or amounts due pursuant thereto will not be collectable or where the Custodian has not been provided Proper Instructions with respect thereto, as applicable, and the Fund Series shall be responsible for any costs or liabilities resulting from such reversal. Upon such reversal, a sum equal to the credited or debited amount shall become immediately payable by the Fund Series to the Custodian and may be debited from any cash account held for benefit of the Fund. Series. (f) In the event that the Custodian is unable to debit an account in accordance with Section 3.04(e) above of the FundSeries, and the Fund Series fails to pay any amount due to the Custodian at the time such amount becomes payable in accordance with this ContractSection 3.04(e), (i) the Custodian may charge the Fund Series for reasonable costs and expenses associated with providing the provisional credit, including without limitation the reasonable cost of funds associated therewith, (ii) the amount of any accrued dividends, interest and other distributions with respect to assets associated with such transaction may be set off against the credited amount, (iii) the provisional credit and any such costs and expenses shall be considered an advance of cash for purposes of this Contract and (iv) the Custodian shall have the right to setoff against any property and the discretion to sell, exchange, convey, transfer or otherwise dispose of any property at any time held for the account of the Fund Series to the full extent necessary for the Custodian to make itself whole, provided, however, that the Custodian shall notify the applicable Fund promptly following any such disposition of any property of a Series, state the reason for such disposition and list the property disposed of.

Contractual Settlement Services. (Purchases / Sales) The Custodian shall, in accordance with the terms set out in this SectionSection 5, debit or credit the appropriate cash account of the Fund in connection with (i) the purchase of securities for the Fund, and (ii) proceeds of the sale of securities held on behalf of the Fund, on a contractual settlement basis (the “"Contractual Settlement Services”). The Services").The Contractual Settlement Services shall be provided for such instruments and in such markets as the Custodian may advise from time to time. The Custodian in good faith may terminate or suspend any part of the provision of the Contractual Settlement Services under this Contract Agreement at its sole discretion immediately upon reasonable notice under the circumstances to the FundFund (in writing, includingincluding without limitation e-mail, without limitation, if circumstances permit) in the event of force majeure events affecting settlement, any which may include a disorder in markets, or other changed external business circumstances circumstance affecting the markets or the Fund's assets that is beyond the Custodian's reasonable control. The consideration payable in connection with a purchase transaction shall be debited from the appropriate cash account of the Fund as of the time and date that monies would ordinarily be required to settle such transaction in the applicable market. The Custodian shall promptly recredit such amount at the time that the Fund an authorized person notifies the Custodian by Proper Instruction that such transaction has been cancelled. With respect to the settlement of a sale of securities, a provisional credit of an amount equal to the net sale price for the transaction (the “"Settlement Amount”") shall be made to the appropriate cash account of the Fund as if the Settlement Amount had been received as of the close of business on the date that monies would ordinarily be available in good funds in the applicable market. Such provisional credit will be made conditional upon the Custodian having received Proper Instructions with respect to, or reasonable notice of, the transaction, as applicable; and the Custodian or its agents having possession of the asset(s) (which shall exclude asset or assets subject to any third party lending arrangement entered into by the Fund) associated with the transaction in good deliverable form and not being aware of any facts which would lead any of them to believe that the transaction will not settle in the time period ordinarily applicable to such transactions in the applicable market. The Custodian shall have the right to reverse any provisional credit or debit given in connection with the Contractual Settlement Services at any time when the Custodian believes, in its reasonable judgment, that such transaction will not settle in accordance with its terms or amounts due pursuant thereto will not be collectable or where the Custodian has not been provided Proper Instructions with respect thereto, as applicable, and the Fund shall be responsible for any costs or liabilities resulting from such reversal. Upon such reversalIn the case of a provisional credit, upon reversal a sum equal to the amount credited or debited amount to the Fund shall become immediately due and payable by the Fund to the Custodian and may be debited from any cash account held for benefit of the FundCustodian. In the event that the Custodian is unable to debit an account of the Fundheld hereunder, and the Fund fails to pay any amount due to the Custodian at the time such amount becomes payable in accordance with this ContractAgreement, (i) the Custodian may charge the Fund for reasonable costs and expenses associated with providing the provisional credit, including without limitation the reasonable cost of funds associated therewith, (ii) the amount of any accrued dividends, interest and other distributions with respect to assets associated with such transaction may be set off against the credited amount, (iii) the provisional credit and any such reasonable costs and expenses shall be considered an advance of cash for purposes of this Contract Agreement and (iv) the Custodian shall have the right to reasonably setoff against any property and the discretion to reasonably sell, exchange, convey, transfer or otherwise dispose of any property at any time held for the account of the Fund hereunder to the full extent necessary for the Custodian to make itself whole.

Contractual Settlement Services. (Purchases / Salesa) The Custodian shall, in accordance with the terms set out in this Sectionsection, debit or credit the appropriate cash account of the Fund each Series in connection with (i) the purchase of securities for the Fundsuch Series, and (ii) proceeds of the sale of securities held on behalf of the Fundsuch Series, on a contractual settlement basis basis. The services described above (the “Contractual Settlement Services”). The Contractual Settlement Services ) shall be provided for such instruments in those markets where Custodian generally offers Contractual Settlement Services and in such subject to certain eligibility criteria as determined by Custodian. Upon request, Custodian shall provide the Series or Fund with a list of those markets as the for which it provides Contractual Settlement Services. Custodian may advise add markets or remove markets from time such list, upon written notice to timethe Funds. The Custodian reserves the right to restrict in good faith may terminate or suspend any part the availability of the provision of the Contractual Settlement Services under this Contract upon reasonable notice under the circumstances to the Fund, including, without limitation, in the event of force majeure events affecting settlement, any disorder in markets, or other changed external business circumstances affecting the markets or the Fund. Services. (b) The consideration payable in connection with a purchase transaction shall be debited from the appropriate cash account of the Fund applicable Series as of the time and date that monies would ordinarily be required to settle such transaction in the applicable market. The Series or Fund will not be entitled to the delivery of securities until Custodian or a Subcustodian actually receives them. The Custodian shall promptly recredit credit such amount at the time that the Series or the Fund notifies the Custodian by Proper Instruction that such transaction has been cancelled. canceled. (c) With respect to the settlement of a sale of securities, a provisional credit of an amount equal to the net sale price for the transaction (the “Settlement Amount”) shall be made to the account of the Fund applicable Series as if the Settlement Amount had been received as of the close of business on the date that monies would ordinarily be available in good funds in the applicable market. Such provisional credit will be made conditional upon (i) the Custodian Custodian’s having received Proper Instructions with respect to, or reasonable notice of, the transaction, as applicable; and (ii) the Custodian or its agents agent’s having possession of the asset(s) (which shall exclude assets subject to any third party lending arrangement entered into by the Funda Series) associated with the transaction in good deliverable form and not being aware of any facts which would lead them to believe that the transaction will not settle in the time period ordinarily applicable to such transactions in the applicable market. . (d) Simultaneously with the making of such provisional credit, a Fund on behalf of the applicable Series agrees that the Custodian shall have, and hereby grants to the Custodian, a security interest in any property at any time held for the account of the Series to the full extent of the credited amount, and each Series hereby pledges, assigns and grants to the Custodian a continuing security interest and a lien on any and all such property under the Custodian’s possession, in accordance with Section 3.32 of this Agreement. (e) The Custodian shall have the right to reverse any provisional credit or debit given in connection with the Contractual Settlement Services at any time when the Custodian believes, in its reasonable judgment, that such transaction will not settle in accordance with its terms or amounts due pursuant thereto will not be collectable or where the Custodian has not been provided Proper Instructions with respect thereto, as applicable, and the Fund Series shall be responsible for any costs or liabilities resulting from such reversal. Upon such reversal, a sum equal to the credited or debited amount shall become immediately payable by the Fund Series to the Custodian and may be debited from any cash account held for benefit of the Fund. Series. (f) In the event that the Custodian is unable to debit an account in accordance with Section 3.04(e) above of the FundSeries, and the Fund Series fails to pay any amount due to the Custodian at the time such amount becomes payable in accordance with this ContractSection 3.04(e), (i) the Custodian may charge the Fund Series for reasonable costs and expenses associated with providing the provisional credit, including without limitation the reasonable cost of funds associated therewith, (ii) the amount of any accrued dividends, interest and other distributions with respect to assets associated with such transaction may be set off against the credited amount, (iii) the provisional credit and any such costs and expenses shall be considered an advance of cash for purposes of this Contract and (iv) the Custodian shall have the right to setoff against any property and the discretion to sell, exchange, convey, transfer or otherwise dispose of any property at any time held for the account of the Fund Series to the full extent necessary for the Custodian to make itself whole, provided, however, that the Custodian shall notify the applicable Fund promptly following any such disposition of any property of a Series, state the reason for such disposition and list the property disposed of.

Contractual Settlement Services. (Purchases / Sales) The Custodian shall, in accordance with the terms set out in this Section, debit or credit the appropriate cash account of the Fund in connection with (i) the purchase of securities for the Fund, and (ii) proceeds of the sale of securities held on behalf of the Fund, on a contractual settlement basis (the “"Contractual Settlement Services”"). The Contractual Settlement Services shall be provided for such instruments and in such markets as the Custodian may advise from time to time. The Custodian in good faith may terminate or suspend any part of the provision of the Contractual Settlement Services under this Contract upon reasonable notice under the circumstances to the Fund, including, without limitation, in the event of force majeure events affecting settlement, any disorder in markets, or other changed external business circumstances affecting the markets or the Fund. The consideration payable in connection with a purchase transaction shall be debited from the appropriate cash account of the Fund as of the time and date that monies would ordinarily be required to settle such transaction in the applicable market. The Custodian shall promptly recredit such amount at the time that the Fund notifies the Custodian by Proper Instruction that such transaction has been cancelled. With respect to the settlement of a sale of securities, a provisional credit of an amount equal to the net sale price for the transaction (the “"Settlement Amount”") shall be made to the account of the Fund as if the Settlement Amount had been received as of the close of business on the date that monies would ordinarily be available in good funds in the applicable market. Such provisional credit will be made conditional upon the Custodian having received Proper Instructions with respect to, or reasonable notice of, the transaction, as applicable; and the Custodian or its agents having possession of the asset(s) (which shall exclude assets subject to any third party lending arrangement entered into by the Fund) associated with the transaction in good deliverable form and not being aware of any facts which would lead them to believe that the transaction will not settle in the time period ordinarily applicable to such transactions in the applicable market. The Custodian shall have the right to reverse any provisional credit or debit given in connection with the Contractual Settlement Services at any time when the Custodian believes, in its reasonable judgment, that such transaction will not settle in accordance with its terms or amounts due pursuant thereto will not be collectable or where the Custodian has not been provided Proper Instructions with respect thereto, as applicable, and the Fund shall be responsible for any costs or liabilities resulting from such reversal. Upon such reversal, a sum equal to the credited or debited amount shall become immediately payable by the Fund to the Custodian and may be debited from any cash account held for benefit of the Fund. In the event that the Custodian is unable to debit an account of the Fund, and the Fund fails to pay any amount due to the Custodian at the time such amount becomes payable in accordance with this Contract, (i) the Custodian may charge the Fund for costs and expenses associated with providing the provisional credit, including without limitation the cost of funds associated therewith, (ii) the amount of any accrued dividends, interest and other distributions with respect to assets associated with such transaction may be set off against the credited amount, (iii) the provisional credit and any such costs and expenses shall be considered an advance of cash for purposes of this Contract and (iv) the Custodian shall have the right to setoff against any property and the discretion to sell, exchange, convey, transfer or otherwise dispose of any property at any time held for the account of the Fund to the full extent necessary for the Custodian to make itself whole.

Contractual Settlement Services. (Purchases PURCHASE / SalesSALES) (a) The Custodian shall, in accordance with the terms set out in this Section, debit or credit the appropriate cash account of the Fund each Portfolio in connection with (i) the purchase of securities for the Fundsuch Portfolio, and (ii) proceeds of the sale of securities held on behalf of the Fundsuch Portfolio, on a contractual settlement basis basis. (b) The services described above (the “Contractual Settlement Services”). The Contractual Settlement Services ) shall be provided for such instruments and in such markets as the Custodian may advise from time to time. The Custodian in good faith may terminate or suspend any part of the provision of the Contractual Settlement Services under this Contract Agreement at its sole discretion immediately upon reasonable notice under the circumstances to the FundFund on behalf of each Portfolio, including, without limitation, in the event of force majeure events affecting settlement, any disorder in markets, or other changed external business circumstances affecting the markets or the Fund. . (c) The consideration payable in connection with a purchase transaction shall be debited from the appropriate cash account of the Fund Portfolio as of the time and date that monies would ordinarily be required to settle such transaction in the applicable market. The Custodian shall promptly recredit re-credit such amount at the time that the Portfolio or the Fund notifies the Custodian by Proper Instruction that such transaction has been cancelled. canceled. (d) With respect to the settlement of a sale of securities, a provisional credit of an amount equal to the net sale price for the transaction (the “Settlement Amount”) shall be made to the account of the Fund Portfolio as if the Settlement Amount had been received as of the close of business on the date that monies would ordinarily be available in good funds in the applicable market. Such provisional credit will be made conditional upon the Custodian having received Proper Instructions with respect to, or reasonable notice of, the transaction, as applicable; and the Custodian or its agents having possession of the asset(s) (which shall exclude assets subject to any third party lending arrangement entered into by the Funda Portfolio) associated with the transaction in good deliverable form and not being aware of any facts which would lead them to believe that the transaction will not settle in the time period ordinarily applicable to such transactions in the applicable market. (e) Simultaneously with the making of such provisional credit, the Portfolio agrees that the Custodian shall have, and hereby grants to the Custodian, a security interest in any property at any time held for the account of the Portfolio to the full extent of the credited amount, and each Portfolio hereby pledges, assigns and grants to the Custodian a continuing security interest and a lien on any and all such property under the Custodian’s possession, in accordance with the terms of this Agreement. In the event that the applicable Portfolio fails to promptly repay any provisional credit, the Custodian shall have all of the rights and remedies of a secured party under the Uniform Commercial Code of The Commonwealth of Massachusetts. (f) The Custodian shall have the right to reverse any provisional credit or debit given in connection with the Contractual Settlement Services at any time when the Custodian believes, in its reasonable judgment, that such transaction will not settle in accordance with its terms or amounts due pursuant thereto will not be collectable or where the Custodian has not been provided Proper Instructions with respect thereto, as applicable, and the Fund Portfolio shall be responsible for any costs or liabilities resulting from such reversal. Upon such reversal, a sum equal to the credited or debited amount shall become immediately payable by the Fund Portfolio to the Custodian and may be debited from any cash account held for benefit of the Fund. Portfolio. (g) In the event that the Custodian is unable to debit an account of the FundPortfolio, and the Fund Portfolio fails to pay any amount due to the Custodian at the time such amount becomes payable in accordance with this ContractAgreement, (i) the Custodian may charge the Fund Portfolio for costs and expenses associated with providing the provisional credit, including without limitation the cost of funds associated therewith, (ii) the amount of any accrued dividends, interest and other distributions with respect to assets associated with such transaction may be set off against the credited amount, (iii) the provisional credit and any such costs and expenses shall be considered an advance of cash for purposes of this Contract Agreement and (iv) the Custodian shall have the right to setoff against any property and the discretion to sell, exchange, convey, transfer or otherwise dispose of any property at any time held for the account of the Fund Portfolio to the full extent necessary for the Custodian to make itself whole.