(a) In respect of each Transaction and subject to paragraph 12:

(i) Seller unilaterally hereby irrevocably and unconditionally undertakes to Buyer that if:

(A) the Seller Exercise Condition with respect to an Exercise Date is satisfied; and

(B) Buyer delivers to Seller an Exercise Notice on, and with respect to, that Exercise Date,

Seller will purchase from Buyer for delivery on the Second Purchase Date the Second Purchased Securities for an amount equal to the Second Purchase Price; and

(2) Buyer unilaterally hereby irrevocably and unconditionally undertakes to Seller that if:

(A) the Buyer Exercise Condition with respect to an Exercise Date is satisfied; and

(B) Seller delivers to Buyer an Exercise Notice on, and with respect to, that Exercise Date,

Buyer will sell to Seller for delivery on the Second Purchase Date the Second Purchased Securities for an amount equal to the Second Purchase Price.

(b) The:

(i) “Seller Exercise Condition” is satisfied in respect of an Exercise Date if the Market Value (or, if an Early Termination Date has occurred, the Default Market Value) of the Second Purchased Securities on such date is lower than the Second Purchase Price on such date; and

(ii) “Buyer Exercise Condition" is satisfied in respect of an Exercise Date if the Market Value (or, if an Early Termination Date has occurred, the Default Market Value) of the Second Purchased Securities on such date is equal to or higher than the Second Purchase Price on such date.