(a) From time to time the parties hereto may enter into transactions in which:

(i) one party, acting through a Designated Office, ("Seller") agrees to sell to the other, acting through a Designated Office, (“Buyer”) Securities against the payment of the purchase price by Buyer to Seller;

(ii) Seller grants a Wa’ad (undertaking) to Buyer to purchase Securities from Buyer on a future specified date, subject to a specified condition being satisfied; and 

(iii) Buyer grants a Wa'ad (undertaking) to Seller to sell Securities to Seller on a future specified date, subject to a specified condition being satisfied.

(b) Each such transaction shall be referred to herein as a “Transaction" and shall be governed by this Agreement, including any supplemental terms or conditions contained in Annex1, unless otherwise agreed in writing.

(a) "Act of Insolvency" shall occur with respect to any party hereto upon -

(i) its making a general assignment for the benefit of, or entering into a reorganisation, arrangement, or composition with, creditors; or

(ii)  all or substantially all assets of such party, provided the relevant process is not dismissed, discharged, stayed or restrained within 15 days; or

(iii) its becoming insolvent or becoming unable to pay its debts as they become due or failing or admitting in writing its inability generally to pay its debts as they become due; or

(iv) its seeking, consenting to or acquiescing in the appointment of any trustee, administrator, receiver or liquidator or analogous officer of it or any material part of its property; or

(v) the presentation or filing of a petition in respect of it (other than by the other party to this Agreement in respect of any obligation under this Agreement) in any court or before any agency or the commencement of any proceeding by any Competent Authority alleging or for the bankruptcy, winding-up or insolvency of such party (or any analogous proceeding) or seeking any reorganisation, arrangement, composition, re-adjustment, administration, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such petition not having been stayed or dismissed within 15 days of its filing (except in the case of a petition presented by a Competent Authority or for winding-up or any analogous proceeding, in respect of which no such 15 day period shall apply); or

(vi) the appointment of a receiver, administrator, liquidator, conservator, custodian or trustee or analogous officer of such party or over all or any material part of such party’s property; or

(vii) the filing of any application for the commencement of any protective settlement or any financial restructuring procedure or any liquidation (including any such procedure in respect of small debtors) under the Saudi Arabian Bankruptcy Law (issued pursuant to Royal Decree no. M/50 dated 28/5/1439H (corresponding to 13 February 2018));

(b) "Applicable Rate", in relation to any sum in any currency, the rate selected in a commercially reasonable manner by the Affected Party;

(c) "Appropriate Market", the meaning specified in paragraph 12;

(d) "Base Currency", the currency indicated in Annex1;

(e) "Business Day" means -

(i) in relation to the settlement of a Transaction or delivery of Securities under this Agreement through a settlement system, a day on which that settlement system is open for business;

(ii) in relation to the settlement of a Transaction or delivery of Securities under this Agreement otherwise than through a settlement system, a day on which banks are open for business in the place where the relevant Securities are to be delivered and, if different, the place in which the relevant payment is to be made; and

(iii) in relation to the payment of any amount under this Agreement not falling within (i) or (ii) above, a day other than a Friday, Saturday or Sunday on which banks are open for business in the principal financial centre of the country of which the currency in which the payment is denominated is the official currency and, if different, in the place where any account designated by the parties for the making or receipt of the payment is situated.

(f) “Buyer Exercise Condition”, the meaning specified in paragraph 4(b)(ii);

(g) “Cash Equivalent Amount” has the meaning given in paragraph 6(h);

(h) “Cash Margin”, a cash sum paid or to be paid to Buyer or Seller in accordance with paragraph 4;

(i) "Cash Settlement Amount", the meaning specified in paragraph 12(e)(iii);

(j) "Cash Settlement Payment Date”, the meaning specified in paragraph 12(e)(iii);

(k) "Competent Authority”, a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over a party in the jurisdiction of its incorporation or establishment or the jurisdiction of its head office;

(l) “Confirmation”, the meaning specified in paragraph 3(b);

(m) "Contractual Currency”, the meaning specified in paragraph 9(a);

(n) "Defaulting Party", the meaning specified in paragraph 12;

(o) "Default Market Value”, the meaning specified in paragraph 12;

(p) “Default Notice", a written notice served by the non-Defaulting Party on the Defaulting Party under paragraph 12(b) designating a day as an Early Termination Date;

(q) “Deliverable Securities”, the meaning specified in paragraph 12;

(r) “Designated Office”, a branch or office which is specified as such in Annex1 or such other branch or office as may be agreed in writing by the parties;

(s) "Distribution(s)”, the meaning specified in sub-paragraph (gg) below;

(t) “Early Termination Date”, the date designated as such in a Default Notice or as otherwise determined in accordance with paragraph 12(b);

(u) “Electronic Messaging System”, an electronic system for communication capable of reproducing communication in hard copy form, including email;

(v) "Equivalent Margin Securities”, Securities equivalent to Securities previously transferred as Margin Securities;

(w) “Equivalent Securities”, with respect to a Transaction, Securities equivalent to the First purchased Securities under that Transaction. If and to the extent that such First Purchased Securities have been redeemed, the expression shall mean a sum of money equivalent to the proceeds of the redemption (other than Distributions);

(x) Securities are “equivalent to” other Securities for the purposes of this Agreement if they are: (i) of the same issuer; (ii) part of the same issue; and (iii) of an identical type, nominal value, description and (except where otherwise stated) amount as those other Securities, provided that -

(A) Securities will be equivalent to other Securities notwithstanding that those Securities have been redenominated into Saudi Riyal or that the nominal value of those Securities has changed in connection with such redenomination; and
 

(B) where Securities have been converted, subdivided or consolidated or have become the subject of a takeover or the holders of Securities have become entitled to receive or acquire other Securities or other property or the Securities have become subject to any similar event other than a Distribution, the expression “equivalent to” shall mean Securities equivalent to (as defined in the provisions of this definition preceding the proviso) the original Securities together with or replaced by a sum of money or Securities or other property equivalent to (as so defined) that receivable by holders of such original Securities resulting from such event;

(y) "Event of Default”, the meaning specified in paragraph 12;

(z) “Exercise Date”, in respect of a Transaction, the earlier of (i) the date specified in the Confirmation for that Transaction and (ii) the Early Termination Date;

(aa) "Exercise Notice”, a notice substantially in the form set out in Annex III of this Agreement;

(bb) “Exercised Transaction”, in respect of an Early Termination Date, each Transaction in respect of which the Exercising Party has delivered an Exercise Notice to the Undertaking Party in accordance with paragraph 5(a) prior to the occurrence of that Early Termination Date;

(cc) "Exercising Party”, in respect of any Exercise Date:

(i) if such Exercise Date is not an Early Termination Date, if the Seller Exercise Condition with respect to that Exercise Date is satisfied, Buyer, and if the Buyer Exercise Condition with respect to that Exercise Date is satisfied, Seller; or

(ii) if such Exercise Date is an Early Termination Date, if the Cash Settlement Amount is payable to Seller, Seller, and if the Cash Settlement Amount is payable to Buyer, Buyer;

(dd) “First Purchase Date”, with respect to any Transaction, the date on which First Purchased Securities are to be sold by Seller to Buyer in relation to that Transaction;

(ee) “First Purchased Securities”, with respect to any Transaction, the Securities sold or to be sold by Seller to Buyer under that Transaction, and any New Purchased Securities transferred by Seller to Buyer under paragraph 10 in respect of that Transaction;

(ff) “First Purchase Price”, on the First Purchase Date, the price at which the First Purchased Securities are sold or are to be sold by Seller to Buyer;

(gg) “Income”, with respect to any Security at any time, all profit by way of distribution, dividends or other distributions thereon, including distributions which are a payment or repayment of principal in respect of the relevant securities ("Distribution(s)”);

(hh) “Income Payment Date”, with respect to any Securities, the date on which Income is paid in respect of such Securities or, in the case of registered Securities, the date by reference to which particular registered holders are identified as being entitled to payment of Income;

(ii) “Margin Percentage”, with respect to any Margin Securities or Equivalent Margin Securities, the percentage, if any, agreed by the parties acting in a commercially reasonable manner;

(jj) “Margin Securities”, in relation to a Margin Transfer, Securities of the type and value (having applied Margin Percentage, if any) reasonably acceptable to the party calling for such Margin Transfer;

(kk) "Margin Transfer", any, or any combination of, the payment or repayment of Cash Margin and the transfer of Margin Securities or Equivalent Margin Securities;

(ll) “Market Value”, with respect to any Securities as of any time on any date, the price for such Securities (after having applied the Margin Percentage, if any, in the case of Margin Securities) at such time on such date obtained from a generally recognised source agreed by the parties or as otherwise agreed by the parties (and where different prices are obtained for different delivery dates, the price so obtainable for the earliest available such delivery date) having regard to market practice for valuing Securities of the type in question plus the aggregate amount of Income which, as at such date, has accrued but not yet been paid in respect of the Securities to the extent not included in such price as of such date, and for these purposes any sum in a currency other than the Contractual Currency for the Transaction in question shall be converted into such Contractual Currency at the Spot Rate prevailing at the time of the determination;

(mm) “Net Exposure”, the meaning specified in paragraph 6(c);

(nn) the “Net Margin” provided to a party at any time, the excess (if any) at that time of (i) the sum of the amount of Cash Margin paid to that party and the Market Value of Margin Securities transferred to that party under paragraph 6(a) (excluding any Cash Margin which has been repaid to the other party and any Margin Securities in respect of which Equivalent Margin Securities have been transferred or a Cash Equivalent Amount has been paid to the other party) over (ii) the sum of the amount of Cash Margin paid to the other party and the Market Value of Margin Securities transferred to the other party under paragraph 6(a) (excluding any Cash Margin which has been repaid by the other party and any Margin Securities in respect of which Equivalent Margin Securities have been transferred or a Cash Equivalent Amount has been paid by the other party) and for this purpose any amounts not denominated in the Base Currency shall be converted into the Base Currency at the Spot Rate prevailing at the time of the determination;

(oo) “Net Value”, the meaning specified in paragraph 12;

(pp) “New Purchased Securities", the meaning specified in paragraph 10(a);

(qq) “Non-Exercised Transaction”, in respect of an Early Termination Date, each Transaction that is not an Exercised Transaction;

(rr) "Price Differential”, with respect to any Transaction as of any date, the aggregate amount obtained by daily application of the Pricing Rate for such Transaction to the First Purchase Price for such Transaction (on a 360 day, 365 day or other day basis in accordance with the applicable market convention, unless otherwise agreed between the parties for the Transaction) for the actual number of days during the period commencing on (and including) the First Purchase Date for such Transaction and ending on (but excluding) the date of calculation or, if earlier, the Second Purchase Date;

(ss) “Pricing Rate”, with respect to any Transaction, the per annum percentage rate for calculation of the Price Differential agreed to by Buyer and Seller in relation to that Transaction;

(tt) “Receivable Securities”, the meaning specified in paragraph 12;

(uu) “Second Purchase Date", with respect to any Transaction, the date on which Buyer is to sell the Second Purchased Securities to Seller in relation to that Transaction, pursuant to the exercise by the Exercising Party of the undertaking given to it by the Undertaking Party;

(vv) “Second Purchased Securities”, with respect to any Transaction, Equivalent Securities or such other Securities as agreed between Seller and Buyer.

(ww) “Second Purchase Price”, with respect to any Transaction and as of any date, the sum of the First Purchase Price and the Price Differential as of such date;

(xx) "Securities", Shari'ah-compliant securities or financial instruments, or such other securities or financial instruments as specified in Annex 1;

(yy) “Seller Exercise Condition", the meaning specified in paragraph 4(b)(i);

(zz) “Spot Rate”, where an amount in one currency is to be converted into a second currency on any date, unless the parties otherwise agree:

(i) for the purposes of paragraph 12, the spot rate of exchange obtained by reference to a pricing source or quoted by a bank, in each case specified by the non-Defaulting Party, in the Saudi Arabia inter-bank market for the purchase of the second currency with the first currency at such dates and times determined by the non-Defaulting Party; and

(ii) for any other purpose, the latest available spot rate of exchange obtained by reference to a pricing source or quoted by a bank, in each case agreed by the parties (or in the absence of such agreement, specified by Buyer), in the Saudi Arabia inter-bank market for the purchase of the second currency with the first currency on the day on which the calculation is to be made or, if that day is not a day on which banks are open for business in Saudi Arabia, the spot rate of exchange quoted at close of business in Saudi Arabia on the immediately preceding day in Saudi Arabia on which such a quotation was available;

(aaa) “Term”, with respect to any Transaction, the interval of time commencing with the First Purchase Date and ending with the Second Purchase Date;

(bbb) "Termination”, with respect to any Transaction, refers to the requirement with respect to such Transaction for Buyer to sell the Second Purchased Securities against payment by Seller of the Second Purchase Price, pursuant to the exercise by the Exercising Party of the undertaking given to it by the Undertaking Party;

(ccc) “Transaction Costs”, the meaning specified in paragraph 12;

(ddd) “Transaction Exposure”, with respect to any Transaction at any time during the period from the First Purchase Date to the Second Purchase Date (or, if later, the date on which the Second Purchased Securities are delivered to Seller or the Transaction is terminated under paragraph 12(i) or 12(j)) the amount “E” determined as the result of the formula E = R - V, where:

R=the Second Purchase Price at such time; and

V=the Adjusted Value of the Second Purchased Securities at such time

or, where a Transaction relates to Securities of more than one description or to which different haircuts apply, the sum of the Adjusted Values of the Securities of each such description.

For this purpose the “Adjusted Value” of any Securities is their value determined on the basis of the formula, (MV(1 - H)), where:

MV= the Market Value of the Second Purchased Securities at such time

H= the “haircut” for the relevant Securities, if any, as agreed by

the parties from time to time, being a discount from the Market Value of the Securities.

If E is greater than zero, Buyer has a Transaction Exposure equal to E and if E is less than zero, Seller has a Transaction Exposure equal to the absolute value of E;

(eee) "Undertaking Party", in respect of any Exercise Date, the party that is not the Exercising Party; and

(fff) except in paragraphs 16(b)(i) and 20, references in this Agreement to “written” communications and communications "in writing” include communications made through any Electronic Messaging System agreed between the parties.

(a) A Transaction may be entered into orally or in writing at the initiation of either Buyer or Seller.

(b) Upon agreeing to enter into a Transaction hereunder Buyer or Seller (or both), as shall have been agreed, shall promptly deliver to the other party written confirmation of such Transaction (a “Confirmation”).

The Confirmation shall describe the First Purchased Securities (including CUSIP or ISIN or other identifying number or numbers, if any), identify Buyer and Seller and set forth -

(i) the First Purchase Date;

(ii) the First Purchase Price;

(iii) the Second Purchase Date;

(iv) the Pricing Rate applicable to the Transaction;

(v) in respect of each party the details of the bank account(s) to which payments to be made hereunder are to be credited; and

(vi) any additional terms or conditions of the Transaction;

and may be in the form of Annex II or may be in any other form to which the parties agree.

The Confirmation relating to a Transaction shall, together with this Agreement, constitute prima facie evidence of the terms agreed between Buyer and Seller for that Transaction, unless objection is made with respect to the Confirmation promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, the Confirmation shall prevail in respect of that Transaction and those terms only.

(c) On the First Purchase Date for a Transaction, Seller shall transfer the First Purchased Securities to Buyer or its agent against the payment of the First Purchase Price by Buyer in accordance with paragraph 8(c).

(d) Termination of a Transaction will be effected on the date fixed for Termination

(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.

In respect of each Transaction and subject to paragraph 12:

(a) the Exercising Party, as the recipient of the Undertaking Party’s undertaking, will be entitled to deliver to the Undertaking Party, on each Exercise Date, an Exercise Notice with respect to that Exercise Date; and

(b) following the delivery to the Undertaking Party of an Exercise Notice with respect to an Exercise Date, such delivery constituting an offer by the Exercising Party to the Undertaking Party to enter into the relevant sale and purchase:

(i) the Undertaking Party shall accept such offer orally by telephone or in writing via email, provided that, if the Undertaking Party has not responded to such offer within 5 hours of delivery of the Exercise Notice in accordance with the details specified in Annex I, the Undertaking Party will be deemed to have accepted such offer;

(ii) the Undertaking Party hereby further agrees that not responding to the offer is tantamount to acceptance of the offer;

(iii) Buyer shall deliver to Seller the Second Purchased Securities on the Second Purchase Date; and

(iv) Seller shall pay to Buyer the Second Purchase Price on the Second Purchase Date.

(c) If the Exercising Party has not delivered an Exercise Notice in accordance with paragraph 5(a) above on the Exercise Date:

(i) the Undertaking Party shall be entitled to deliver an offer to enter into the relevant sale and purchase to the Exercising Party, on or prior to the Second Purchase Date;

(ii) if the Exercising Party has not responded to such offer within 5 hours of delivery of the offer in accordance with the details specified in Annex I then the Exercising Party shall be deemed to have accepted such offer;

(iii) the Exercising Party hereby further agrees that not responding to the offer is tantamount to acceptance of the offer;

(iv) Buyer shall deliver to Seller the Second Purchased Securities on the Second Purchase Date; and

(v) Seller shall pay to Buyer the Second Purchase Price on the Second Purchase Date.

(a) If at any time either party has a Net Exposure in respect of the other party it may by notice to the other party require the other party to make a Margin Transfer to it of an aggregate amount or value at least equal to that Net Exposure.

(b) A notice under sub-paragraph (a) above may be given orally or in writing.

(c) For the purposes of this Agreement a party has a Net Exposure in respect of the other party if the aggregate of all the first party's Transaction Exposures plus any amount payable to the first party under paragraph 7 but unpaid less the amount of any Net Margin provided to the first party exceeds the aggregate of all the other party's Transaction Exposures plus any amount payable to the other party under paragraph 7 but unpaid less the amount of any Net Margin provided to the other party; and the amount of the Net Exposure is the amount of the excess. For this purpose any amounts not denominated in the Base Currency shall be converted into the Base Currency at the Spot Rate prevailing at the relevant time.

(d) To the extent that a party calling for a Margin Transfer has previously paid Cash Margin which has not been repaid or delivered Margin Securities in respect of which Equivalent Margin Securities have not been delivered to it or a Cash Equivalent Amount has not been paid, that party shall be entitled to require that such Margin Transfer be satisfied first by the repayment of such Cash Margin or the delivery of Equivalent Margin Securities but, subject to this, the composition of a Margin Transfer shall be at the option of the party making such Margin Transfer.

(e) Any Cash Margin transferred shall be in the Base Currency or such other currency as the parties may agree.

(f) A payment of Cash Margin shall give rise to a debt owing from the party receiving such payment to the party making such payment.

(g) Where Seller or Buyer becomes obliged under sub-paragraph (a) above to make a Margin Transfer, it shall transfer Cash Margin or Margin Securities or Equivalent Margin Securities within the minimum period specified in Annex I. or, if no period is there specified, such minimum period as is customarily required for the settlement or delivery of money, Margin Securities or Equivalent Margin Securities of the relevant kind.

(h) Where a party (the “Transferor”) becomes obliged to transfer Equivalent Margin Securities and, having made all reasonable efforts to do so, is, for any reason relating to the Securities or the clearing system through which the Securities are to be transferred, unable to transfer Equivalent Margin Securities then

(i) the Transferor shall immediately pay to the other party Cash Margin at least equal to the Market Value of such Equivalent Margin Securities; and

(ii) if the failure is continuing for two Business Days or more the other party may by notice to the Transferor require the Transferor to pay an amount (the “Cash Equivalent Amount") equal to the Default Market Value of the Equivalent Margin Securities determined by the other party in accordance with paragraph 12(g) which shall apply on the basis that references to the non-Defaulting Party were to the other party and references to the Early Termination Date were to the date on which notice under this paragraph is effective.

(i) The parties may agree that, with respect to any Transaction, the provisions of subparagraphs (a) to (h) above shall not apply but instead that margin may be provided separately in respect of that Transaction in which case -

(i) that Transaction shall not be taken into account when calculating whether either party has a Net Exposure;

(ii) margin shall be provided in respect of that Transaction in such manner as the parties may agree; and

(iii) margin provided in respect of that Transaction shall not be taken into account for the purposes of sub-paragraphs (a) to (h) above.

(j) The parties shall agree and specify in Annex 1 whether Cash Margin shall be held in a manner that results in the accrual of an investment return and if so the basis on which that investment return shall be determined. In the absence of any such agreement between the parties, there shall be no investment return payable by a party in respect of Cash Margin held by it.

Unless otherwise agreed -

(a) where: (i) the Term of a particular Transaction extends over an Income Payment Date in respect of any Securities subject to that Transaction; or (ii) an Income Payment Date in respect of any such Securities occurs after the Second Purchase Date but before the Second Purchased Securities have been delivered to Seller or, if earlier, the occurrence of an Early Termination Date or the termination of the Transaction under paragraph 12(j) then Buyer shall on the date such Income is paid by the issuer transfer to or credit to the account of Seller an amount equal to (and in the same currency as) the amount paid by the issuer;

(b) where Margin Securities are transferred from one party ("the first party”) to the other party ("the second party”) and an Income Payment Date in respect of such Securities occurs before Equivalent Margin Securities are transferred or a Cash Equivalent Amount is paid by the second party to the first party, the second party shall on the date such Income is paid by the issuer transfer to or credit to the account of the first party an amount equal to (and in the same currency as) the amount paid by the issuer;

and for the avoidance of doubt references in this paragraph to the amount of any Income paid by the issuer of any Securities shall be to an amount paid without any withholding or deduction for or on account of taxes or duties notwithstanding that a payment of such Income made in certain circumstances may be subject to such a withholding or deduction.

(a) Unless otherwise agreed, all money paid hereunder shall be in immediately available freely convertible funds of the relevant currency. All Securities to be transferred hereunder (i) shall be in suitable form for transfer and shall be accompanied by duly executed instruments of transfer or assignment in blank (where required for transfer) and such other documentation as the transferee may reasonably request, or (ii) shall be transferred through any agreed book entry or other securities clearance system or (iii) shall be transferred by any other method mutually acceptable to Seller and Buyer.

(b) Unless otherwise agreed, all money payable by one party to the other in respect of any Transaction shall be paid free and clear of, and without withholding or deduction for, any taxes or duties of whatsoever nature imposed, levied, collected, withheld or assessed by any authority having power to tax, unless the withholding or deduction of such taxes or duties is required by law. In that event, unless otherwise agreed, the paying party shall pay such additional amounts as will result in the net amounts receivable by the other party (after taking account of such withholding or deduction) being equal to such amounts as would have been received by it had no such taxes or duties been required to be withheld or deducted.

(c) Unless otherwise agreed in writing between the parties, under each Transaction transfer of the First Purchased Securities by Seller and payment of the First Purchase Price by Buyer against the transfer of such First Purchased Securities shall be made simultaneously and transfer of the Second Purchased Securities by Buyer and payment of the Second Purchase Price payable by Seller against the transfer of such Second Purchased Securities shall be made simultaneously.

(d) Subject to and without prejudice to the provisions of sub-paragraph 8(c), either party may from time to time in accordance with market practice and in recognition of the practical difficulties in arranging simultaneous delivery of Securities and money waive in relation to any Transaction its rights under this Agreement to receive simultaneous transfer and/or payment provided that transfer and/or payment shall, notwithstanding such waiver, be made on the same day and provided also that no such waiver in respect of one Transaction shall affect or bind it in respect of any other Transaction.

(e) Without prejudice to paragraph 7, the parties shall execute and deliver all necessary documents and take all necessary steps to procure that all right, title and interest in any First Purchased Securities, any Second Purchased Securities, any Margin Securities and any Equivalent Margin Securities shall pass to the party to which transfer is being made upon transfer of the same in accordance with this Agreement, free from all liens (other than a lien granted to the operator of the clearance system through which the Securities are transferred), claims, charges and encumbrances.

(f) Notwithstanding the use of expressions such as “margin”, “Net Margin” and “substitution”, which are used to reflect terminology used in the market for transactions of the kind provided for in this Agreement, all right, title and interest in and to Securities and money transferred or paid under this Agreement shall pass to the transferee upon transfer or payment (and, in respect of transfers of margin, the obligation of the party receiving Margin Securities being an obligation to transfer Equivalent Margin Securities).

(g) Time shall be of the essence in this Agreement.

(h) Subject to paragraph 12, all amounts in the same currency payable by each party to the other under any Transaction or otherwise under this Agreement on the same date shall be combined in a single calculation of a net sum payable by one party to the other and the obligation to pay that sum shall be the only obligation of either party in respect of those amounts.

(i) Subject to paragraph 12, all Securities of the same issue, denomination, currency and series, transferable by each party to the other under any Transaction or hereunder on the same date shall be combined in a single calculation of a net quantity of Securities transferable by one party to the other and the obligation to transfer the net quantity of Securities shall be the only obligation of either party in respect of the Securities so transferable and receivable.

(j) If the parties have specified in Annex I that this paragraph 8(j) shall apply, each obligation of a party under this Agreement (the "first party”) (other than an obligation arising under paragraph 12) is subject to the condition precedent that none of the events specified in paragraph 12(a) (Events of Default) shall have occurred and be continuing with respect to the other party.

(a) All the payments made in respect of the First Purchase Price or the Second Purchase Price of any Transaction shall be made in the currency of the First Purchase Price (the “Contractual Currency”) save as provided in paragraph 12(e)(ii). Notwithstanding the foregoing, the payee of any money may, at its option, accept tender thereof in any other currency, provided, however, that, to the extent permitted by applicable law, the obligation of the payer to pay such money will be discharged only to the extent of the amount of the Contractual Currency that such payee may, consistent with normal banking procedures, purchase with such other currency (after deduction of any premium and costs of exchange) for delivery within the customary delivery period for spot transactions in respect of the relevant currency.

(b) If for any reason the amount in the Contractual Currency received by a party, including amounts received after conversion of any recovery under any judgment or order expressed in a currency other than the Contractual Currency, falls short of the amount in the Contractual Currency due and payable, the party required to make the payment will, as a separate and independent obligation, to the extent permitted by applicable law, immediately transfer such additional amount in the Contractual Currency as may be necessary to compensate for the shortfall.

(c) If for any reason the amount in the Contractual Currency received by a party exceeds the amount of the Contractual Currency due and payable, the party receiving the transfer will refund promptly the amount of such excess.

(a) A Transaction may at any time between the First Purchase Date and the Second Purchase Date, if Seller so requests and Buyer so agrees, be varied by the transfer by Buyer to Seller of Securities equivalent to the First Purchased Securities, or to such of the First Purchased Securities as shall be agreed, in exchange for the transfer by Seller to Buyer of other Securities of such amount and description as shall be agreed (“New Purchased Securities”) (being Securities having a Market Value at the date of the variation at least equal to the Market Value of the Equivalent Securities transferred to Seller).

(b) Any variation under sub-paragraph (a) above shall be effected, subject to paragraph 8(d), by the simultaneous transfer of the Equivalent Securities and New Purchased Securities concerned.

(c) A Transaction which is varied under sub-paragraph (a) above shall thereafter continue in effect as though the First Purchased Securities under that Transaction consisted of or included the New Purchased Securities instead of the Securities in respect of which Equivalent Securities have been transferred to Seller.

(d) Where either party has transferred Margin Securities to the other party it may at any time before Equivalent Margin Securities are transferred to it under paragraph 4 request the other party to transfer Equivalent Margin Securities to it in exchange for the transfer to the other party of new Margin Securities having a Market Value at the time at which the exchange is agreed at least equal to that of such Equivalent Margin Securities. If the other party agrees to the request, the exchange shall be effected, subject to paragraph 8(d), by the simultaneous transfer of the Equivalent Margin Securities and new Margin Securities concerned. Where either or both of such transfers is or are effected through a settlement system in circumstances which under the rules and procedures of that settlement system give rise to a payment by or for the account of one party to or for the account of the other party, the parties shall cause such payment or payments to be made outside that settlement system, for value the same day as the payments made through that settlement system, as shall ensure that the exchange of Equivalent Margin Securities and new Margin Securities effected under this sub-paragraph does not give rise to any net payment of cash by either party to the other.

Each party represents and warrants to the other that -

(a) it is duly authorised to execute and deliver this Agreement, to enter into the Transactions contemplated hereunder and to perform its obligations hereunder and thereunder and has taken all necessary action to authorise such execution, delivery and performance;

(b) it will engage in this Agreement and the Transactions contemplated hereunder as principal;

(c) the person signing this Agreement on its behalf is, and any person representing it in entering into a Transaction will be, duly authorised to do so on its behalf;

(d) it has obtained all authorisations of any governmental or regulatory body required in connection with this Agreement and the Transactions contemplated hereunder and such authorisations are in full force and effect;

(e) the execution, delivery and performance of this Agreement and the Transactions contemplated hereunder will not violate any law, ordinance, charter, by-law or rule applicable to it or any agreement by which it is bound or by which any of its assets are affected;

(f) it has satisfied itself and will continue to satisfy itself as to the tax Implications of the Transactions contemplated hereunder;

(g) in connection with this Agreement and each Transaction -

(i) unless there is a written agreement with the other party to the contrary, it is not relying on any advice (whether written or oral) of the other party, other than the representations expressly set out in this Agreement;

(ii) it has made and will make its own decisions regarding the entering into of any Transaction based upon its own judgment and upon advice from such professional advisers as it has deemed it necessary to consult;

(iii) it understands the terms, conditions and risks of each Transaction and is willing to assume (financially and otherwise) those risks;

(h) at the time of transfer to the other party of any Securities it will have the full and unqualified right to make such transfer and that upon such transfer of Securities the other party will receive all right, title and interest in and to those Securities free of any lien (other than a lien granted to the operator of the clearance system through which the Securities are transferred), claim, charge or encumbrance; and

(i) insofar as it wishes or is required for any reason to enter into only transactions which comply or are consistent with the principles of Shari’ah ("Shari'ah Compliant" or "Shari'ah Compliance"), it has made its own investigation into and satisfied itself as to the Shari'ah Compliance of this Agreement, each document entered into pursuant to or in connection with this Agreement and the Transactions entered into hereunder, and all necessary action to confirm that this Agreement, each document entered into pursuant to or in connection with this Agreement and the Transactions contemplated hereunder are Shari'ah Compliant has been taken (including the obtaining of a fatwa where required) and it will not claim any dispute on the grounds of Shari'ah Compliance of this Agreement, any document entered into pursuant to or in connection with this Agreement or any Transactions contemplated hereunder;

(j) it has not relied on the other party or any written declaration, fatwa, opinion or other documents prepared by, on behalf of or at the request of the other party for the purposes of a determination or confirmation that this Agreement, each document entered into pursuant to or in connection with this Agreement and the Transactions contemplated hereunder are Shari'ah compliant; and

(k) it is entering into this Agreement in the ordinary course of its business, and not for speculative purposes.

On the date on which any Transaction is entered into pursuant hereto, and on each day on which Securities, Margin Securities or Equivalent Margin Securities are to be transferred under any Transaction, Buyer and Seller shall each be deemed to repeat all the foregoing representations. For the avoidance of doubt and notwithstanding any arrangements which Seller or Buyer may have with any third party, each party will be liable as a principal for its obligations under this Agreement and each Transaction.

(a) If any of the following events (each an “Event of Default”) occurs in relation to either party (the "Defaulting Party”, the other party being the “non-Defaulting Party”) whether acting as Seller or Buyer -

(i) Buyer fails to pay the First Purchase Price upon the applicable First Purchase Date or Seller fails to pay the Second Purchase Price upon the applicable Second Purchase Date; or

(ii) if the parties have specified in Annex I that this sub-paragraph shall apply, Seller fails to deliver the First Purchased Securities on the First Purchase Date or Buyer fails to deliver the Second Purchased Securities on the Second Purchase Date, in either case within the standard settlement time for delivery of the Securities concerned; or

(iii) Seller or Buyer fails to pay when due any sum payable under sub-paragraph (i) or (j) below; or

(iv) Seller or Buyer fails to:

(A) make a Margin Transfer within the minimum period in accordance with paragraph 6(g) or, in the case of an obligation to deliver Equivalent Margin Securities, either to deliver the relevant Equivalent Margin Securities or to pay Cash Margin in accordance with paragraph 6(h)(i) or to pay the Cash Equivalent Amount in accordance with paragraph 6(h)(ii); or

(B) where paragraph 6(i) applies, to provide margin in accordance with that paragraph; or

(v) Seller or Buyer fails to comply with paragraph 7; or

(vi) an Act of Insolvency occurs with respect to Seller or Buyer; or

(vii) any representations made by Seller or Buyer are incorrect or untrue in any material respect when made or repeated or deemed to have been made or repeated; or

(viii) Seller or Buyer admits to the other that it is unable to, or intends not to, perform any of its obligations hereunder or in respect of any Transaction; or

(ix) Seller or Buyer being declared in default or being suspended or expelled from membership of or participation in, any securities exchange or suspended or prohibited from dealing in securities by any Competent Authority, in each case on the grounds that it has failed to meet any requirements relating to financial resources or credit rating; or

(x) Seller or Buyer fails to perform any other of its obligations hereunder and does not remedy such failure within 30 days after notice is given by the non-Defaulting Party requiring it to do so,

then sub-paragraphs (b) to (h) below shall apply.

(b) If at any time an Event of Default has occurred and is continuing the non-Defaulting Party may, by not more than 20 days’ notice to the Defaulting Party specifying the relevant Event of Default, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all outstanding Transactions. If, however, “Automatic Early Termination” is specified in Annex I with respect to the Defaulting Party, then an Early Termination Date in respect of all outstanding Transactions will occur at the time immediately preceding the occurrence with respect to the Defaulting Party of an Act of Insolvency which is the presentation of a petition for winding-up or any analogous proceeding or the appointment of a liquidator or analogous officer of the Defaulting Party.

(c) If an Early Termination Date occurs, subject to sub-paragraph (d) below, the Exercise Date for each Transaction hereunder shall occur on the Early Termination Date and the parties acknowledge and agree that the Exercising Party shall have the right to exercise the undertaking(s) of the Undertaking Party in respect of all (but not some only) of the Non-Exercised Transactions (for which purpose, the Seller Exercise Conditions and the Buyer Exercise Conditions shall be disregarded), by delivering an Exercise Notice to the Undertaking Party (and, for the avoidance of doubt, the same Exercise Notice may cover any number of Transactions), on any day in the period from (and including) the date that the statement under sub-paragraph (e)(iii) below is effective to (but excluding) the day falling 30 calendar days after such date (the “Termination Long Stop Date"); provided that, if the Exercising Party has not delivered an Exercise Notice in accordance with paragraph 5 and this sub-paragraph (c) on or prior to the Termination Long Stop Date, such Exercise Notice will be deemed to have been delivered on the Termination Long Stop Date.

(d) If the Exercising Party exercises the undertaking(s) of the Undertaking Party in accordance with paragraph 5 and sub-paragraph (c) above, subject to the following provisions in respect of each Transaction: (i) all Cash Margin shall be repayable and Equivalent Margin Securities shall be deliverable and Cash Equivalent Amounts shall be payable, in each case on the Cash Settlement Payment Date; and (ii) performance of the respective obligations of the parties with respect to the delivery of Securities, the payment of the Second Purchase Price for any Second Purchased Securities, the repayment of any Cash Margin and the payment of Cash Equivalent Amounts shall be deemed to be discharged and replaced with an obligation on the Undertaking Party to pay the Cash Settlement Amount to the Exercising Party in accordance with the provisions of sub-paragraph (e) below.

(e)    (i) The Default Market Values of the Second Purchased Securities and any equivalent Margin Securities to be transferred, the amount of any Cash Margin to be transferred and the Second Purchase Prices and Cash Equivalent Amounts to be paid by each party shall be established by the non-Defaulting Party for all Transactions as at the Early Termination Date, provided that, if the parties have specified in Annex I that "Zero Price Differential on Default” shall apply, then, for the purpose of determining the Second Purchase Price in respect of each Non-Exercised Transaction, the Price Differential shall be deemed to be zero;

        (ii) on the basis of the sums so established, an account shall be taken (as at the Early Termination Date) of what is due from each party to the other under this Agreement (on the basis that each party's claim against the other in respect of the transfer to it of Second Purchased Securities or Equivalent Margin Securities under this Agreement equals the Default Market Value therefor and including amounts payable under paragraphs 12(h) and 14 (if applicable)) and the sums due from one party shall be set off against the sums due from the other and only the balance of the account shall be payable (by the party having the claim valued at the lower amount pursuant to the foregoing). For the purposes of this calculation, all Transactions shall be deemed to be Exercised Transactions and all sums not denominated in the Base Currency shall be converted into the Base Currency at the Spot Rate; and

       (iii) as soon as reasonably practicable after effecting the calculation above, the non-Defaulting Party shall provide to the Defaulting Party a statement showing in reasonable detail such calculations and specifying the balance payable by one party to the other (such balance, the "Cash Settlement Amount”) and such balance shall be due and payable on the later of the Business Day following (A) the date of such statement and (B) the date on which the Exercising Party exercises the undertaking(s) of the Undertaking Party (the later of such dates, the “Cash Settlement Payment Date”).

(f) For the purposes of this Agreement, the "Default Market Value” of any Second Purchased Securities or Equivalent Margin Securities shall be determined by the non-Defaulting Party on or as soon as reasonably practicable after the Early Termination Date in accordance with sub-paragraph (g) below, and for this purpose - 

(i) the "Appropriate Market” means, in relation to Securities of any description, the market which is the most appropriate market for Securities of that description, as determined by the non-Defaulting Party;

(ii) "Deliverable Securities” means Second Purchased Securities or Equivalent Margin Securities to be delivered by the Defaulting Party (in the case of Second purchased Securities, following the exercise by the Exercising Party of the Undertaking Party’s undertaking(s));

(iii) "Net Value” means at any time, in relation to any Deliverable Securities or Receivable Securities, the amount which, in the reasonable opinion of the non-Defaulting Party, represents their fair market value, having regard to such pricing sources (including trading prices) and methods (which may include, without limitation, available prices for Securities with similar maturities, terms and credit characteristics as the relevant Second Purchased Securities or Equivalent Margin Securities) as the non-Defaulting Party considers appropriate, less, in the case of Receivable Securities, or plus, in the case of Deliverable Securities, all Transaction Costs which would be incurred or reasonably anticipated in connection with the purchase or sale of such Securities;

(iv) "Receivable Securities” means Second Purchased Securities or Equivalent Margin Securities to be delivered to the Defaulting Party (in the case of Second Purchased Securities, following the exercise by the Exercising Party of the Undertaking Party’s undertaking(s)); and

(v) "Transaction Costs” in relation to any transaction contemplated in paragraph 12(f) or (g) means the reasonable costs, commissions, fees and expenses (including any mark-up or mark-down or premium paid for guaranteed delivery) incurred or reasonably anticipated in connection with the purchase of Deliverable Securities or sale of Receivable Securities, calculated on the assumption that the aggregate thereof is the least that could reasonably be expected to be paid in order to carry out the transaction.

(g) If-

(i) on or about the Early Termination Date the non-Defaulting Party has sold, in the case of Receivable Securities, or purchased, in the case of Deliverable Securities, Securities which form part of the same issue and are of an identical type and description as those Second Purchased Securities or Equivalent Margin Securities (regardless as to whether or not such sales or purchases have settled), the non-Defaulting Party may elect to treat as the Default Market Value -

(A) in the case of Receivable Securities, the net proceeds of such sale after deducting all reasonable costs, commissions, fees and expenses incurred in connection therewith (provided that, where the Securities sold are not identical in amount to the Second Purchased Securities or Equivalent Margin Securities, the non-Defaulting Party may, acting in good faith, either (x) elect to treat such net proceeds of sale divided by the amount of Securities sold and multiplied by the amount of the Second Purchased Securities or Equivalent Margin Securities as the Default Market Value or (y) elect to treat such net proceeds of sale of the Second Purchased Securities or Equivalent Margin Securities actually sold as the Default Market Value of that proportion of the Second Purchased Securities or Equivalent Margin Securities, and, in the case of (y), the Default Market Value of the balance of the Second Purchased Securities or Equivalent Margin Securities shall be determined separately in accordance with the provisions of this paragraph 12(g)); or

(B) in the case of Deliverable Securities, the aggregate cost of such purchase, including all reasonable costs, commissions, fees and expenses incurred in connection therewith (provided that, where the Securities purchased are not identical in amount to the Second Purchased Securities or Equivalent Margin Securities, the non-Defaulting Party may, acting in good faith, either (x) elect to treat such aggregate cost divided by the amount of Securities sold and multiplied by the amount of the Second Purchased Securities or Equivalent Margin Securities as the Default Market Value or (y) elect to treat the aggregate cost of purchasing the Second Purchased Securities or Equivalent Margin Securities actually purchased as the Default Market Value of that proportion of the Second Purchased Securities or Equivalent Margin Securities, and, in the case of (y), the Default Market Value of the balance of the Second Purchased Securities or Equivalent Margin Securities shall be determined separately in accordance with the provisions of this paragraph 12(g));

(ii) on or about the Early Termination Date the non-Defaulting Party has received, in the case of Deliverable Securities, offer quotations or, in the case of Receivable Securities, bid quotations in respect of Securities of the relevant description from two or more market makers or regular dealers in the Appropriate Market in a commercially reasonable size, using pricing methodology which is customary for the relevant type of security (as determined by the non-Defaulting Party) the non-Defaulting Party may elect to treat as the Default Market Value of such Securities -

(A) the price quoted (or where a price is quoted by two or more market makers, the arithmetic mean of such prices) by each of them for, in the case of Deliverable Securities, the sale by the relevant market maker or dealer of such Securities or, in the case of Receivable Securities, the purchase by the relevant market maker or dealer of such Securities provided that such price or prices quoted may be adjusted in a commercially reasonable manner by the non-Defaulting Party (x) to reflect accrued but unpaid coupons not reflected in the price or prices quoted in respect of such securities and (y) in respect of any Pool Factor Affected Security, to reflect the realisable value of such Security, taking into consideration the Pool Factor Distortion (and for this purpose, “Pool Factor Affected Security” means a security other than an equity security in respect of which the decimal value of the outstanding principal divided by the original principal balance of such Security is less than one (as indicated by any pool factor applicable to such security), such circumstance a “Pool Factor Distortion”);

(B) after deducting, in the case of Receivable Securities, or adding, in the case of Deliverable Securities the Transaction Costs which would be incurred or reasonably anticipated in connection with such a transaction; or

(iii) if, acting in good faith the non-Defaulting Party either -

(A) has endeavoured but been unable to sell or purchase Securities in accordance with sub-paragraph (i) above or to obtain quotations in accordance with sub-paragraph (ii) above (or both); or

(B) has determined that it would not be commercially reasonable to sell or purchase Securities at the prices bid or offered or to obtain such quotations, or that it would not be commercially reasonable to use any quotations which it has obtained under sub-paragraph (ii) above, the non-Defaulting Party may determine the Net Value of the relevant Second Purchased Securities or Equivalent Margin Securities (which shall be specified) and may treat such Net Value as the Default Market Value of the relevant Second Purchased Securities or Equivalent Margin Securities.

(h) The Defaulting Party shall be liable to the non-Defaulting Party for the amount of all reasonable and legal and other professional expenses incurred by the non-Defaulting Party in connection with or as a consequence of an Event of Default.

(i) If Seller fails to deliver the First Purchased Securities to Buyer on the applicable First Purchase Date, Buyer may -

(i) if it has paid the First Purchase Price to Seller, require Seller immediately to repay the sum so paid;

(ii) if Buyer has a Transaction Exposure to Seller in respect of the relevant Transaction, require Seller from time to time to pay Cash Margin at least equal to such Transaction Exposure;

(iii) at any time while such failure continues, terminate the Transaction by giving written notice to Seller. On such termination the obligations of Seller and Buyer with respect to delivery of the First Purchased Securities, and their respective undertakings, shall terminate and, unless "Zero Price Differential on Default" is specified as applicable in Annex I and the Transaction is a Non-Exercised Transaction, Seller shall pay to Buyer an amount equal to the excess of the Second Purchase Price at the date of Termination over the First Purchase Price.

(j) If Buyer fails to deliver some or all of the Second Purchased Securities to Seller on the applicable Second Purchase Date, Seller may -

(i) if it has paid the Second Purchase Price to Buyer, require Buyer immediately to repay the sum so paid;

(ii) if Seller has a Transaction Exposure to Buyer in respect of the relevant Transaction, require Buyer from time to time to pay Cash Margin at least equal to such Transaction Exposure;

(iii) at any time while such failure continues, by written notice to Buyer declare that that Transaction or part of that Transaction corresponding to the Second Purchased Securities that have not been delivered (but only that Transaction or part of Transaction) shall be terminated immediately in accordance with sub-paragraph (d) above (disregarding for this purpose references in that sub-paragraph to transfer of Cash Margin, delivery of Equivalent Margin Securities and payment of Cash Equivalent Amount and as if references to the Second Purchase Date were to the date on which notice was given under this sub-paragraph).

(k) The provisions of this Agreement constitute a complete statement of the remedies available to each party in respect of any Event of Default.

(l) Subject to paragraph 12(m), neither party may claim any sum by way of consequential loss or damage in the event of a failure by the other party to perform any of its obligations under this Agreement.

(m)(i) Subject to sub-paragraph (ii) below, if as a result of a Transaction terminating before the scheduled Second Purchase Date under paragraphs 12(b), 12(i)(iii) or 12(j)(iii), the non-Defaulting Party, in the case of paragraph 12(b), Buyer, in the case of paragraph 12(i)(iii), or Seller, in the case of paragraph 12(j)(iii), (in each case the "first party”) incurs any loss or expense in entering into replacement transactions or in otherwise hedging its exposure arising in connection with a Transaction so terminating, the other party shall be required to pay to the first party the amount determined by the first party in good faith and without double counting to be equal to the loss or expense incurred in connection with such replacement transactions or hedging (including all fees, costs and other expenses) less the amount of any profit or gain made by that party in connection with such replacement transactions or hedging; provided that if that calculation results in a negative number, an amount equal to that number shall be payable by the first party to the other party.

(ii) If the first party reasonably decides, instead of entering into such replacement transactions, to replace or unwind any hedging transactions which the first party entered into in connection with the Transaction so terminating, or to enter into any replacement hedging transactions, the other party shall be required to pay to the first party the amount determined by the first party in good faith to be equal to the loss or expense incurred in connection with entering into such replacement or unwinding (including all fees, costs and other expenses) less the amount of any profit or gain made by that party in connection with such replacement or unwinding; provided that if that calculation results in a negative number, an amount equal to that number shall be payable by the first party to the other party.

(n) Each party shall immediately notify the other if an Event of Default, or an event which, upon the service of a notice or the lapse of time, or both, would be an Event of Default, occurs in relation to it.

(o) Any amount payable to one party (the Payee) by the other party (the Payer) under paragraph 12(e) may, at the option of the non-Defaulting Party, be reduced by its set off against any amount payable (whether at such time or in the future or upon the occurrence of a contingency) by the Payee to the Payer (irrespective of the currency, place of payment or booking office of the obligation) under any other agreement between the Payee and the Payer or instrument or undertaking issued or executed by one party to, or in favour of, the other party. If an obligation is unascertained, the non-Defaulting Party may in good faith estimate that obligation and set off in respect of the estimate, subject to accounting to the other party when the obligation is ascertained. Nothing in this paragraph shall be effective to create a charge or other security interest. This paragraph shall be without prejudice and in addition to any right of set off, combination of accounts, lien or other right to which any party is at any time otherwise entitled (whether by operation of law, contract or otherwise).

(a) This paragraph shall apply if either party notifies the other that -

(i) any action taken by a taxing authority or brought in a court of competent jurisdiction (regardless of whether such action is taken or brought with respect to a party to this Agreement); or

(ii) a change in the fiscal or regulatory regime (including, but not limited to, a change in law or in the general interpretation of law but excluding any change in any rate of tax),

 has or will, in the notifying party's reasonable opinion, have a material adverse effect on that party in the context of a Transaction.

(b) If so requested by the other party, the notifying party will furnish the other with an opinion of a suitably qualified adviser that an event referred to in sub-paragraph (a)(i) or (ii) above has occurred and affects the notifying party.

(c) Where this paragraph applies, the party giving the notice referred to in sub-paragraph (a) may, subject to sub-paragraph (d) below, terminate the Transaction with effect from a date specified in the notice, not being earlier (unless so agreed by the other party) than 30 days after the date of the notice, by nominating that date as the Exercise Date and the Second Purchase Date, and the provisions of paragraph 5(b) shall apply accordingly.

(d) If the party receiving the notice referred to in sub-paragraph (a) so elects, it may override that notice by giving a counter-notice to the other party. If a counter-notice is given, the party which gives the counter-notice will be deemed to have agreed to indemnify the other party against the adverse effect referred to in sub-paragraph (a) so far as relates to the relevant Transaction and the original Second Purchase Date will continue to apply.

(e) Where a Transaction is terminated as described in this paragraph, the party which has given the notice to terminate shall indemnify the other party against any reasonable legal and other professional expenses incurred by the other party by reason of the termination, but the other party may not claim any sum by way of consequential loss or damage in respect of a termination in accordance with this paragraph.

(f) This paragraph is without prejudice to paragraph 8(b) (obligation to pay additional amounts if withholding or deduction required); but an obligation to pay such additional amounts may, where appropriate, be a circumstance which causes this paragraph to apply.

Each party acknowledges that, and has entered into this Agreement and will enter into each Transaction hereunder in consideration of and in reliance upon the fact that all Transactions hereunder constitute a single business and contractual relationship and are made in consideration of each other. Accordingly, each party agrees (i) to perform all of its obligations in respect of each Transaction hereunder, and that a default in the performance of any such obligations shall constitute a default by it in respect of all Transactions hereunder, and (ii) that payments, deliveries and other transfers made by either of them in respect of any Transaction shall be deemed to have been made in consideration of payments, deliveries and other transfers in respect of any other Transactions hereunder.

(a) Any notice or other communication to be given under this Agreement -

(i) shall be in the English language, and except where expressly otherwise provided in this Agreement, shall be in writing;

(ii) may be given in any manner described in sub-paragraphs (b) and (c) below,

(iii) shall be sent to the party to whom it is to be given at the address or number, or in accordance with the electronic messaging details, set out in Annex I

(b) Subject to sub-paragraph (c) below, any such notice or other communication shall be effective -

(i) if in writing and delivered in person or by courier, on the date when it is delivered;

(ii) if sent by facsimile transmission, on the date when the transmission is received by a responsible employee of the recipient in legible form (it being agreed that the burden of proving receipt will be on the sender and will not be met by a transmission report generated by the sender's facsimile machine);

(iii) if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), on the date that mail is delivered or its delivery is attempted; or

(iv) if sent by Electronic Messaging System, on the date that electronic message is received;

except that any notice or communication which is received, or delivery of which is attempted, after close of business on the date of receipt or attempted delivery or on a day which is not a day on which commercial banks are open for business in the place where that notice or other communication is to be given shall be treated as given at the opening of business on the next following day which is such a day.

(c) lf-

(i) there occurs in relation to either party an Event of Default; and

(ii) the non-Defaulting Party, having made all practicable efforts to do so, including having attempted to use at least two of the methods specified in sub-paragraph (b)(ii), (iii) or (iv) above, has been unable to serve a Default Notice by one of the methods specified in those sub-paragraphs (or such of those methods as are normally used by the non-Defaulting Party when communicating with the Defaulting Party),

the non-Defaulting Party may sign a written notice (a “Special Default Notice”) which -

(A) specifies the relevant event referred to in paragraph 12(a) which has occurred in relation to the Defaulting Party;

(B) specifies the Early Termination Date designated in the Default Notice;

(C) states that the non-Defaulting Party, having made all practicable efforts to do so, including having attempted to use at least two of the methods specified in sub-paragraph (b)(ii), (iii) or (iv) above, has been unable to serve a Default Notice by one of the methods specified in those sub- paragraphs (or such of those methods as are normally used by the non-Defaulting Party when communicating with the Defaulting Party); and

(D) specifies the date on which, and the time at which, the Special Default Notice is signed by the non-Defaulting Party.

On the signature of a Special Default Notice the Early Termination Date shall occur as designated in the Default Notice. A Special Default Notice shall be given to the Defaulting Party as soon as practicable after it is signed.

(d) Either party may by notice to the other change the address or facsimile number or Electronic Messaging System details at which notices or other communications are to be given to it.

This Agreement shall supersede any existing agreements between the parties containing general terms and conditions for Transactions. Each provision and agreement herein shall be treated as separate from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement.

(a) Subject to sub-paragraph (b) below, neither party may assign, charge or otherwise deal with (including without limitation any dealing with any interest in or the creation of any interest in) its rights or obligations under this Agreement or under any Transaction without the prior written consent of the other party. Subject to the foregoing, this Agreement and any Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns.

(b) Sub-paragraph (a) above shall not preclude a party from assigning, charging or otherwise dealing with all or any part of its interest in any sum payable to it under paragraph 12(c) or (h) above.

(c)Either party may terminate this Agreement by giving written notice to the other, except that this Agreement shall, notwithstanding such notice, remain applicable to any Transactions then outstanding.

(d) All remedies hereunder shall survive Termination in respect of the relevant Transaction and termination of this Agreement.

This Agreement will be governed by the laws of the Kingdom of Saudi Arabia. Each party submits to the exclusive jurisdiction of the Banking Disputes Committee established in the Kingdom of Saudi Arabia pursuant to High Order No. 729/8 dated 10/7/1407H (corresponding to 10/3/1987) and operating under the aegis of the Saudi Arabian Monetary Authority, as reconstituted pursuant to Royal Order No. 37441 dated 11/8/1433H (corresponding to 1/7/2012) and its appellate committee and any successor forum thereto.

No express or implied waiver of any Event of Default by either party shall constitute a waiver of any other Event of Default and no exercise of any remedy hereunder by any party shall constitute a waiver of its right to exercise any other remedy hereunder. No modification or waiver of any provision of this Agreement and no consent by any party to a departure herefrom shall be effective unless and until such modification, waiver or consent shall be in writing and duly executed by both of the parties hereto. Without limitation on any of the foregoing, the failure to give a notice pursuant to paragraph 6(a) hereof will not constitute a waiver of any right to do so at a later date.

Each party hereto hereby waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, attachment (both before and after judgment) and execution to which it might otherwise be entitled in any action or proceeding in the Courts of England or of any other country or jurisdiction, relating in any way to this Agreement or any Transaction, and agrees that it will not raise, claim or cause to be pleaded any such immunity at or in respect of any such action or proceeding.

The parties intend and agree that no interest will be payable or receivable under or in connection with this Agreement, and in the event that as a result of any arbitral or judicial award or by operation of any applicable law or otherwise it is determined that any interest is payable in connection with this Agreement, each party agrees to waive any rights it may have to claim or receive such interest and agrees that if any such interest is actually received by it, it shall donate the same to a registered, or otherwise officially recognised, charitable organisation selected by it and whose name shall be disclosed by it to the other party.

The parties agree that each may electronically record all telephone conversations between them.

To:     [   ] (the "Undertaking Party”)

Date: [   ]

Dear:

[We refer to the Confirmation entered into by you and us dated [date] (the "Confirmation”) which supplements, forms part of and is subject to the Master Agreement for the Sale and Purchase of Securities dated [date], as amended and supplemented from time to time, between you and us (the “Agreement").

Unless the context requires otherwise, capitalised terms used in this Exercise Notice and not defined herein will have the same meaning as in the Confirmation.

The Exercising Party hereby confirms to the Undertaking Party that:

1. the undersigned is duly authorised to execute and deliver this Exercise Notice on behalf of the Exercising Party;

2. the Exercising Party is hereby exercising the Undertaking Party’s undertaking in respect of the Exercise Date specified below and accordingly the Undertaking Party is hereby required to [purchase from][sell to] the Exercising Party the following Securities on the following terms:

   a. Exercise Date:                        [   ]

   b. Securities:                             [   ]

   c. Second Purchase Date:         [   ]

   d. Second Purchase Price:        [   ]]⁺

[We refer to the Master Agreement for the Sale and Purchase of Securities dated [date], as amended and supplemented from time to time, between you and us (the “Agreement ').

Unless the context requires otherwise, capitalised terms used in this Exercise Notice and not defined herein will have the same meaning as in the Agreement.

The Exercising Party hereby confirms to the Undertaking Party that:

1. the undersigned is duly authorised to execute and deliver this Exercise Notice on behalf of the Exercising Party;

2. the Exercising Party is hereby exercising the Undertaking Party's undertaking(s) in respect of each Non-Exercised Transaction under the Agreement, and in respect of

    

⁺ To be used prior to the occurrence of an Early Termination Dare.