Common use of Custodian’s Inability to Complete a Transaction Clause in Contracts

Custodian’s Inability to Complete a Transaction. If Custodian is unable to complete a Transaction because Seller has failed to provide complete Written Instructions as required by Section 2 or either Buyer or Seller has failed to arrange for the transfer of sufficient Cash or Eligible Assets to Buyer’s Account or Seller’s Account, respectively, Custodian shall promptly notify Seller and Buyer and await the receipt of such Written Instructions, Cash or Eligible Assets. If Custodian has not received Written Instructions from Seller, sufficient Cash from Buyer or sufficient Eligible Assets by 5:00 p.m. on the related Purchase Date, Buyer and Seller irrevocably agree and instruct Custodian to effect the Transaction as follows: (i) if the cash balance in Buyer’s Account shall be less than the Purchase Price set forth in Seller’s Instructions, the cash balance in Buyer’s Account shall be deemed to be the Purchase Price, the remaining terms of the Transaction shall be determined in accordance with Section 3(a), and Seller shall provide Custodian with further Written Instructions with respect to a recalculated Repurchase Price for such Transaction; (ii) if the cash balance in Buyer’s Account is equal to the Purchase Price or exceeds the Market Value of Eligible Assets in Seller’s Account, Custodian shall credit to Seller’s Account and, if applicable, transfer to the accounts of Third Party Financiers Cash in an aggregate amount equal to the Market Value of the Eligible Assets, and the difference between (x) the aggregate of the amount credited to Seller’s Account and the amount transferred to accounts of Third Party Financiers and (y) the Purchase Price shall be retained by Buyer and held by Custodian in Buyer’s Account. In any event, Buyer and Seller shall remain obligated to each other pursuant to the original terms of each Transaction.

Custodian’s Inability to Complete a Transaction. If Custodian is unable to complete a Transaction because Seller has failed to provide complete Oral or Written Instructions as required by Section 2 Paragraphs 4A and 4B or either Buyer or Seller has failed to arrange for the transfer of sufficient Cash cash or Eligible Assets Securities to Buyer’s 's Account or Seller’s 's Account, respectively, Custodian shall shall, to the best of its ability, promptly notify Seller and Buyer and await the receipt of such Oral or Written Instructions, Cash cash or Eligible AssetsSecurities. If Custodian has not received Oral or Written Instructions from SellerSeller by 4:30 p.m., sufficient Cash cash from Buyer by the close of the FRBNY money wire or sufficient Eligible Assets Securities by 5:00 p.m. on the related Purchase Dateclose of GSCS or the appropriate Clearing Corporation, Buyer and Seller irrevocably agree and instruct Custodian to effect the Transaction as follows: (i) if the cash balance in Buyer’s 's Account shall be less than the Purchase Price set forth in Seller’s 's Instructions, the cash balance in Buyer’s 's Account shall be deemed to be the Purchase Price, the remaining terms of the Transaction shall be determined in accordance with Section 3(a)Paragraph 5A, and Seller shall provide Custodian with further Oral or Written Instructions with respect to a recalculated Repurchase Price for such Transaction; (ii) if the cash balance in Buyer’s 's Account is equal to the Purchase Price or exceeds the Market Margin Value of Eligible Assets Securities in Seller’s 's Account, Custodian shall credit to Seller’s 's Account and, if applicable, transfer to the accounts of Third Party Financiers Cash cash in an aggregate amount equal to the Market Margin Value of the Eligible AssetsSecurities, and the difference between (x) the aggregate of the amount credited to Seller’s 's Account and the amount transferred to accounts of Third Party Financiers and (y) the Purchase Price shall be retained by Buyer and held by Custodian in Buyer’s Account. 's Account and shall be designated cash held in substitution for Purchased Securities in Buyer's Account in accordance with Paragraph 6B. In any event, Buyer and Seller shall remain obligated to each other pursuant to the original terms of each Transaction.

Custodian’s Inability to Complete a Transaction. If Custodian is unable to complete a Transaction because Seller has failed to provide complete Oral or Written Instructions as required by Section 2 Paragraphs 4A and 4B or either Buyer or Seller has failed to arrange for the transfer of sufficient Cash cash or Eligible Assets Securities to Buyer’s Account or Seller’s Account, respectively, Custodian shall promptly notify Seller and Buyer and await the receipt of such Oral or Written Instructions, Cash cash or Eligible AssetsSecurities. If Custodian has not received Oral or Written Instructions from SellerSeller by 4:30 p.m. Eastern Time, sufficient Cash cash from Buyer by the close of the FRBNY money wire or sufficient Eligible Assets Securities by 5:00 p.m. on the related Purchase Dateclose of GSCS or the appropriate Clearing Corporation or such time as Custodian may designate with respect to particular types of Physical Securities, Buyer and Seller irrevocably agree and instruct Custodian to effect the Transaction as follows: (i) if the cash balance in Buyer’s Account shall be less than the Purchase Price set forth in Seller’s Instructions, the cash balance in Buyer’s Account shall be deemed to be the Purchase Price, the remaining terms of the Transaction shall be determined in accordance with Section 3(a)Paragraph 5A, and Seller shall provide Custodian with further Oral or Written Instructions with respect to a recalculated Repurchase Price for such Transaction; (ii) if the cash balance in Buyer’s Account is equal to the Purchase Price or exceeds the Market Value of Seller’s Margin Amount relating to the Eligible Assets Securities in Seller’s Account, Custodian shall credit to Seller’s Account and, if applicable, transfer to the accounts of Third Party Financiers Cash cash in an aggregate amount equal to the Market Value of Seller’s Margin Amount relating to the Eligible AssetsSecurities, and the difference between (x) the aggregate of the amount credited to Seller’s Account and the amount transferred to accounts of Third Party Financiers and (y) the Purchase Price shall be retained by Buyer and held by Custodian in Buyer.Buyer’s Account. In any event, Buyer and Seller shall remain obligated to each other pursuant to the original terms of each Transaction.

Custodian’s Inability to Complete a Transaction. If Custodian is unable to complete a Transaction because Seller has failed to provide complete Oral or Written Instructions as required by Section 2 Paragraphs 4A and 4B or either Buyer or Seller has failed to arrange for the transfer of sufficient Cash cash or Eligible Assets Securities to Buyer’s Account or Seller’s Account, respectively, Custodian shall shall, to the best of its ability, promptly notify Seller and Buyer and await the receipt of such Oral or Written Instructions, Cash cash or Eligible AssetsSecurities. If Custodian has not received Oral or Written Instructions from SellerSeller by 4:30 p.m., sufficient Cash cash from Buyer by the close of the FRBNY money wire or sufficient Eligible Assets Securities by 5:00 p.m. on the related Purchase Dateclose of GSCS or the appropriate Clearing Corporation, Buyer and Seller irrevocably agree and instruct Custodian to effect the Transaction as follows: (i) if the cash balance in Buyer’s Account shall be less than the Purchase Price set forth in Seller’s Instructions, the cash balance in Buyer’s Account shall be deemed to be the Purchase Price, the remaining terms of the Transaction shall be determined in accordance with Section 3(a)Paragraph 5A, and Seller shall provide Custodian with further Oral or Written Instructions with respect to a recalculated Repurchase Price for such Transaction; (ii) if the cash balance in Buyer’s Account is equal to the Purchase Price or exceeds the Market Margin Value of Eligible Assets Securities in Seller’s Account, Custodian shall credit to Seller’s Account and, if applicable, transfer to the accounts of Third Party Financiers Cash cash in an aggregate amount equal to the Market Margin Value of the Eligible AssetsSecurities, and the difference between (x) the aggregate of the amount credited to Seller’s Account and the amount transferred to accounts of Third Party Financiers and (y) the Purchase Price shall be retained by Buyer and held by Custodian in Buyer’s Account. Account and shall be designated cash held in substitution for Purchased Securities in Buyer’s Account in accordance with Paragraph 6B. In any event, Buyer and Seller shall remain obligated to each other pursuant to the original terms of each Transaction.

Custodian’s Inability to Complete a Transaction. If Custodian is unable to complete a Transaction because Seller has failed to provide complete Oral or Written Instructions as required by Section 2 Paragraphs 4A and 4B or either Buyer or Seller has failed to arrange for the transfer of sufficient Cash cash or Eligible Assets Securities to Buyer’s 's Account or Seller’s 's Account, respectively, Custodian shall promptly notify Seller and Buyer and await the receipt of such Oral or Written Instructions, Cash cash or Eligible AssetsSecurities. If Custodian has not received Oral or Written Instructions from SellerSeller by 4:30 p.m. Eastern Time, sufficient Cash cash from Buyer by the close of the FRBNY money wire or sufficient Eligible Assets Securities by 5:00 p.m. on the related Purchase Dateclose of GSCS or the appropriate Clearing Corporation or such time as Custodian may designate with respect to particular types of Physical Securities, Buyer and Seller irrevocably agree and instruct Custodian to effect the Transaction as follows: (i) if the cash balance in Buyer’s 's Account shall be less than the Purchase Price set forth in Seller’s 's Instructions, the cash balance in Buyer’s 's Account shall be deemed to be the Purchase Price, the remaining terms of the Transaction shall be determined in accordance with Section 3(a)Paragraph 5A, and Seller shall provide Custodian with further Oral or Written Instructions with respect to a recalculated Repurchase Price for such Transaction; (ii) if the cash balance in Buyer’s 's Account is equal exceeds the Repurchase Price relating to the Purchase Price or exceeds the Market Value of Eligible Assets Securities in Seller’s 's Account, Custodian shall credit to Seller’s 's Account and, if applicable, transfer to the accounts of Third Party Financiers Cash cash in an aggregate amount equal to the Market Value of Repurchase Price relating to the Eligible AssetsSecurities, and the difference between (x) the aggregate of the amount credited to Seller’s 's Account and the amount transferred to accounts of Third Party Financiers and (y) the Purchase Price shall be retained by Buyer and held by Custodian in Buyer’s 's Account. In any event, Buyer and Seller shall remain obligated to each other pursuant to the original terms of each Transaction.

Custodian’s Inability to Complete a Transaction. If Custodian is unable to complete a Transaction because Seller has failed to provide complete Oral or Written Instructions as required by Section 2 Paragraphs 4A and 4B or either Buyer or Seller has failed to arrange for the transfer of sufficient Cash cash or Eligible Assets Securities to Buyer’s Account or Seller’s Account, respectively, Custodian shall promptly notify Seller and Buyer and await the receipt of such Oral or Written Instructions, Cash cash or Eligible AssetsSecurities. If Custodian has not received Oral or Written Instructions from SellerSeller by 4:30 p.m. Eastern Time, sufficient Cash cash from Buyer by the close of the FRBNY money wire or sufficient Eligible Assets Securities by 5:00 p.m. on the related Purchase Dateclose of BDAS or the appropriate Clearing Corporation, Buyer and Seller irrevocably agree and instruct Custodian to effect the Transaction as follows: (i) if the cash balance in Buyer’s Account shall be less than the Purchase Price set forth in Seller’s Instructions, the cash balance in Buyer’s Account shall be deemed to be the Purchase Price, the remaining terms of the Transaction shall be determined in accordance with Section 3(a)Paragraph 5A, and Seller shall provide Custodian with further Oral or Written Instructions with respect to a recalculated Repurchase Price for such Transaction; (ii) if the cash balance in Buyer’s Account is equal to exceeds the Purchase Price or exceeds relating to the Market Value of Eligible Assets Securities in Seller’s Account, Custodian shall credit to Seller’s Account and, if applicable, transfer to the accounts of Third Party Financiers Cash cash in an aggregate amount equal to the Market Value of Purchase Price relating to the Eligible AssetsSecurities, and the difference between (x) the aggregate of the amount credited to Seller’s Account and the amount transferred to accounts of Third Party Financiers and (y) the Purchase Price shall be retained by Buyer and held by Custodian in Buyer’s Account. In any event, Buyer and Seller shall remain obligated to each other pursuant to the original terms of each Transaction.