Common use of Initiation; Confirmation; Termination Clause in Contracts

Initiation; Confirmation; Termination. 5.1 A Transaction may be initiated by either the Client or the Dealer pursuant to this Master Retail Repurchase Agreement. On the Purchase Date for each Transaction, the Underlying Securities shall be transferred to Trustee (for the benefit of the Client) or its agent against the transfer of the Purchase Price to the Dealer’s Proprietary Account. 5.2 A Transaction may only be entered into in respect of Underlying Securities which meet the following requirements: a. comply with the requirements set out by the Regulator in writing from time to time and/or in keeping with the Retail Repo Regulations; b. may be immobilised or dematerialised in an approved CSD; c. are not due to mature during the life of the Transaction; and d. are of Good Delivery. 5.3 A Transaction shall be confirmed in writing by a Transaction Confirmation (in the form in Annex I hereto or any other form to which the parties agree) delivered by the Dealer to the Client as set out in clause 5.11. The Transaction Confirmation shall conform with section 38(3) of the Securities Act and shall specify: a. agreement date; b. the Underlying Securities (including the description of the issue and, maturity dates of Underlying Securities, the nominal and market values and amount as well as the International Securities Identification Number or ISIN or other identifying numbers for the Securities (if any); c. the Purchase Date; d. The Purchase Price; e. the Payment Date; f. the Repurchase Price; g. the Repurchase Date h. the Interest Rate applicable to the Transaction; i. the currency denominations of payments in respect of Transactions (including but not limited to Purchase Price, Repurchase Price); j. the Margin Percentage, if different from the Required Margin, applicable to the Transaction; k. any additional information required by the Retail Repo Regulations to be included in the Transaction Confirmation; and l. any special terms or conditions of the Transaction, which terms shall not be inconsistent this Master Retail Repurchase Agreement or the Retail Repo Regulations. 5.4 Transactions in respect of Securities shall be done only through a custodian or sub-custodian with whom the Trustee or a central securities depository operated by the Bank of Jamaica has established a relationship for the purposes of this Agreement. 5.5 Where a Dealer is not in possession of the Underlying Securities at the time of entering into this Master Retail Repurchase Agreement with the Client it is agreed that the Dealer should purchase the Underlying Securities after payment is made by the Client to the Dealer and the Dealer agrees that: a. any moneys paid by the Client for the purposes of such purchase are held by the Dealer in trust for the Client until the Underlying Securities are purchased; b. the Dealer shall promptly following such purchase provide the Client with evidence of the purchase; and c. the money held in trust by the Dealer shall be paid into the Dealer’s Bank Account and thereafter shall be dealt with in accordance with clause 8. 5.6 The Dealer shall upon receipt of payment of Purchase Price, be required to provide the Client with a receipt in accordance with the Retail Repo Regulations. 5.7 The Dealer shall be required to immediately transfer Underlying Assets to the Trustee when such assets are acquired by the Dealer for the Client. 5.8 Without prejudice to Clause 5.3, on the Purchase Date, the Dealer shall deliver the Underlying Securities to the Trustee and the parties agree that the Trustee shall be required to transfer free and cleared funds held in the Trustee’s Cash Account in respect of the Underlying Securities to the Dealer’s Proprietary Account in accordance with clause 8. 5.9 Delivery of the Underlying Securities to the Trustee shall be effected by the Dealer making the appropriate electronic entries in the CSD so that the Underlying Securities are transferred into the Securities Trust Account for the benefit of the Client. 5.10 The transfer of the Underlying Securities into the Securities Trust Account shall constitute prima facie evidence of the creation of the Trust on behalf of the Client and of the Client’s beneficial interest in the Underlying Securities; 5.11 The Client and the Dealer shall agree on the items described under Clause5.3 prior to the issuance of a Transaction Confirmation. In no event shall the Transaction Confirmation be generated and issued to the Client more than three (3) days after the purchase or acquisition of any assets by the Dealer for the Client pursuant to this Master Retail Repurchase Agreement and where the securities are acquired prior to payment, three days after payment by the client. A Transaction Confirmation delivered by registered post, ordinary post, personal service or facsimile shall constitute sufficient delivery and be deemed delivered at the times set out in the Retail Repo Regulations. A Transaction Confirmation delivered by electronic mail shall be deemed delivered upon receipt of an electronic delivery receipt. The Dealer shall utilize an alternative means of delivery set out in this Clause where there is no means of receiving an electronic delivery receipt or no electronic delivery receipt has been received within forty eight (48) hours. 5.12 The Client is deemed to have accepted and is bound by the terms of the Transaction Confirmation upon delivery of the Transaction Confirmation set out in Clause 5.11 above. 5.13 The Dealer and Clients may enter into multiple repurchase transactions governed by the terms of this Master Retail Repurchase Agreement. In carrying out multiple repurchase transactions, each specific Transaction shall be evidenced by a Transaction Confirmation: i. setting out the terms and conditions specific to the transaction and details as specified in Clause 5.3; ii. incorporating by reference all the terms set out herein; iii. which is consistent with the terms and conditions set out herein; and includes a statement that from time to time the parties will enter into retail repurchase transactions whereby the Dealer agrees to sell to the Client and the Client agrees to purchase from the Dealer, Securities, with a simultaneous agreement by the Parties requiring the Clients to sell to the Dealer and the Dealer to purchase from the Client the aforementioned Securities or equivalent securities on a specified date, at a specified price. 5.14 Where the Client does not provide notice pursuant to clause 5.17, the Client agrees to enter into a new Transaction with the Dealer, in which the Dealer shall issue to the Client a new Transaction Confirmation, which shall comply with the requirements of the Regulations including specifying the amount of Underlying Securities to be transferred by the Dealer for the purposes of the new Transaction and the Purchase Price of the Securities for the new Transaction and the applicable Margin Amount. The Client is deemed to have accepted such new Transaction Confirmation upon delivery of it as set out in clause 5.11 above and is bound by the terms of the new Transaction Confirmation. The Dealer shall transfer the above-described Underlying Securities to the Securities Trust Account on the same day. 5.15 Where upon the Repurchase Date, the Trustee (acting on behalf of the Client) delivers the Underlying Securities to the Dealer, the moneys due to the Client that have not been paid over to the Client by the Dealer are held in trust by the Dealer for the Client and shall be paid into the Dealer’s Bank Account and are to be paid over to the Client at the earliest opportunity. 5.16 The Client may give the Dealer a minimum of one Business Days’ notice of his desire to terminate this Agreement and/ or a Transaction prior to the Repurchase Date and request that the Repurchase Price be paid less any non-accrued interest and penalty in accordance with clause 14; 5.17 A Client who agrees to rollovers under Clause 4.2 shall give the Dealer a minimum of one Business Days’ notice of his desire to terminate this Agreement and/or a Transaction on the Repurchase Date. 5.18 On the Repurchase Date, the Client consents that the Trustee shall, on the Client’s behalf, transfer by entries in the CSD, the Repurchased Securities to the Dealer’s CSD Account and the Dealer shall transfer the Repurchase Price (less any amount then payable and unpaid by the Client to the Dealer pursuant to Clause 6) to the Client in accordance with such payment instructions as the Client may provide.

Initiation; Confirmation; Termination. 5.1 A Transaction may be initiated by either the Client or the Dealer pursuant to this Master Retail Repurchase Agreement. On the Purchase Date for each Transaction, the Underlying Securities shall be transferred to Trustee (for the benefit of the Client) or its agent against the transfer of the Purchase Price to the Dealer’s Proprietary Account. 5.2 A Transaction may only be entered into in respect of Underlying Securities which meet the following requirements: a. comply with the requirements set out by the Regulator in writing from time to time and/or in keeping with the Retail Repo Regulations; b. may be immobilised or dematerialised in an approved CSD; c. are not due to mature during the life of the Transaction; and d. are of Good Delivery. 5.3 A Transaction shall be confirmed in writing by a Transaction Confirmation (in the form in Annex I hereto or any other form to which the parties agree) delivered by the Dealer to the Client as set out in clause 5.11. The Transaction Confirmation shall conform with section 38(3) of the Securities Act and shall specify: a. agreement date; b. the Underlying Securities (including the description of the issue and, maturity dates of Underlying Securities, the nominal and market values and amount as well as the International Securities Identification Number or ISIN or other identifying numbers for the Securities (if any); c. the Purchase Date; d. The Purchase Price; e. the Payment Date; f. the Repurchase Price; g. the Repurchase Date h. the Interest Rate applicable to the Transaction; i. the currency denominations of payments in respect of Transactions (including but not limited to Purchase Price, Repurchase Price); j. the Margin Percentage, if different from the Required Margin, applicable to the Transaction; k. any additional information required by the Retail Repo Regulations to be included in the Transaction Confirmation; and l. any special terms or conditions of the Transaction, which terms shall not be inconsistent this Master Retail Repurchase Agreement or the Retail Repo Regulations.this 5.4 Transactions in respect of Securities shall be done only through a custodian or sub-sub- custodian with whom the Trustee or a central securities depository operated by the Bank of Jamaica has established a relationship for the purposes of this Agreement. 5.5 Where a Dealer is not in possession of the Underlying Securities at the time of entering into this Master Retail Repurchase Agreement with the Client it is agreed that the Dealer should purchase the Underlying Securities after payment is made by the Client to the Dealer and the Dealer agrees that: a. any moneys paid by the Client for the purposes of such purchase are held by the Dealer in trust for the Client until the Underlying Securities are purchased; b. the Dealer shall promptly following such purchase provide the Client with evidence of the purchase; and c. the money held in trust by the Dealer shall be paid into the Dealer’s Bank Account and thereafter shall be dealt with in accordance with clause 8. 5.6 The Dealer Dealer, shall upon receipt of payment of Purchase Price, be required to provide the Client with a receipt in accordance with the Retail Repo Regulations. 5.7 The Dealer shall be required to immediately transfer Underlying Assets to the Trustee when such assets are acquired by the Dealer for the Client. 5.8 Without prejudice to Clause 5.3, on the Purchase Date, the Dealer shall deliver the Underlying Securities to the Trustee and the parties agree that the Trustee shall be required to transfer free and cleared funds held in the Trustee’s Cash Account in respect of the Underlying Securities to the Dealer’s Proprietary Account in accordance with clause 8. 5.9 Delivery of the Underlying Securities to the Trustee shall be effected by the Dealer making the appropriate electronic entries in the CSD so that the Underlying Securities are transferred into the Securities Trust Account for the benefit of the Client. 5.10 The transfer of the Underlying Securities into the Securities Trust Account shall constitute prima facie evidence of the creation of the Trust on behalf of the Client and of the Client’s beneficial interest in the Underlying Securities; 5.11 The Client and the Dealer shall agree on the items described under Clause5.3 Clause 5.3 prior to the issuance of a Transaction Confirmation. In no event shall the Transaction Confirmation be generated and issued to the Client more than three (3) days after the purchase or acquisition of any assets by the Dealer for the Client pursuant to this Master Retail Repurchase Agreement and where the securities are acquired prior to payment, three days after payment by the client. A Transaction Confirmation delivered by registered post, ordinary post, personal service or facsimile shall constitute sufficient delivery and be deemed delivered at the times set out in the Retail Repo Regulations. A Transaction Confirmation delivered by electronic mail shall be deemed delivered upon receipt of an electronic delivery receipt. The Dealer shall utilize an alternative means of delivery set out in this Clause where there is no means of receiving an electronic delivery receipt or no electronic delivery receipt has been received within forty eight (48) hours. 5.12 The Client is deemed to have accepted and is bound by the terms of the Transaction Confirmation upon delivery of the Transaction Confirmation set out in Clause 5.11 above. 5.13 The Dealer and Clients may enter into multiple repurchase transactions governed by the terms of this Master Retail Repurchase Agreement. In carrying out multiple repurchase transactions, each specific Transaction shall be evidenced by a Transaction Confirmation: i. setting out the terms and conditions specific to the transaction and details as specified in Clause 5.3; ii. incorporating by reference all the terms set out herein; iii. which is consistent with the terms and conditions set out herein; and includes a statement that from time to time the parties will enter into retail repurchase transactions whereby the Dealer agrees to sell to the Client and the Client agrees to purchase from the Dealer, Securities, with a simultaneous agreement by the Parties requiring the Clients to sell to the Dealer and the Dealer to purchase from the Client the aforementioned Securities or equivalent securities on a specified date, at a specified price. 5.14 Where the Client does not provide notice pursuant to clause 5.17, the Client agrees to enter into a new Transaction with the Dealer, in which the Dealer shall issue to the Client a new Transaction Confirmation, which shall comply with the requirements of the Regulations including specifying the amount of Underlying Securities to be transferred by the Dealer for the purposes of the new Transaction and the Purchase Price of the Securities for the new Transaction and the applicable Margin Amount. The Client is deemed to have accepted such new Transaction Confirmation upon delivery of it as set out in clause 5.11 above and is bound by the terms of the new Transaction Confirmation. The Dealer shall transfer the above-described Underlying Securities to the Securities Trust Account on the same day. 5.15 Where upon the Repurchase Date, the Trustee (acting on behalf of the Client) delivers the Underlying Securities to the Dealer, the moneys due to the Client that have not been paid over to the Client by the Dealer are held in trust by the Dealer for the Client and shall be paid into the Dealer’s Bank Account and are to be paid over to the Client at the earliest opportunity. 5.16 The Client may give the Dealer a minimum of one Business Days’ notice of his desire to terminate this Agreement and/ or and/or a Transaction prior to the Repurchase Date and request that the Repurchase Price be paid less any non-accrued interest and penalty in accordance with clause 14; 5.17 A Client who agrees to rollovers under Clause 4.2 shall give the Dealer a minimum of one Business Days’ notice of his desire to terminate this Agreement and/or a Transaction on the Repurchase Date. 5.18 On the Repurchase Date, the Client consents that the Trustee shall, on the Client’s behalf, transfer by entries in the CSD, the Repurchased Securities to the Dealer’s CSD Account and the Dealer shall transfer the Repurchase Price (less any amount then payable and unpaid by the Client to the Dealer pursuant to Clause 6) to the Client in accordance with such payment instructions as the Client may provide.

Initiation; Confirmation; Termination. 5.1 A Transaction may be initiated by either the Client or the Dealer pursuant to this Master Retail Repurchase Agreement. On the Purchase Date for each Transaction, the Underlying Securities shall be transferred to Trustee (for the benefit of the Client) or its agent against the transfer of the Purchase Price to the Dealer’s Proprietary Account. 5.2 A Transaction may only be entered into in respect of Underlying Securities which meet the following requirements: a. comply with the requirements set out by the Regulator in writing from time to time and/or in keeping with the Retail Repo Regulations; b. may be immobilised or dematerialised in an approved CSD; c. are not due to mature during the life of the Transaction; and d. are of Good Delivery. 5.3 A Transaction shall be confirmed in writing by a Transaction Confirmation (in the form in Annex I hereto or any other form to which the parties agree) delivered by the Dealer to the Client as set out in clause 5.11. The Transaction Confirmation shall conform with section 38(3) of the Securities Act and shall specify: a. agreement date; b. the Underlying Securities (including the description of the issue and, maturity dates of Underlying Securities, the nominal and market values and amount as well as the International Securities Identification Number or ISIN or other identifying numbers for the Securities (if any); c. the Purchase Date; d. The Purchase Price; e. the Payment DateRepurchase Price; f. the Repurchase Price;Date g. the Repurchase Date h. the Interest Rate applicable to the Transaction; i. h. the currency denominations of payments in respect of Transactions (including but not limited to Purchase Price, Repurchase Price); j. i. the Margin Percentage, if different from the Required Margin, applicable to the Transaction; k. j. any additional information required by the Retail Repo Regulations to be included in the Transaction Confirmation; and l. k. any special terms or conditions of the Transaction, which terms shall not be inconsistent this Master Retail Repurchase Agreement or the Retail Repo Regulations. 5.4 Transactions in respect of Securities shall be done only through a custodian or sub-custodian with whom the Trustee or a central securities depository operated by the Bank of Jamaica has established a relationship for the purposes of this Agreement. 5.5 Where a Dealer is not in possession of the Underlying Securities at the time of entering into this Master Retail Repurchase Agreement with the Client it is agreed that the Dealer should purchase the Underlying Securities after payment is made by the Client to the Dealer and the Dealer agrees that: a. any moneys paid by the Client for the purposes of such purchase are held by the Dealer in trust for the Client until the Underlying Securities are purchased; b. the Dealer shall promptly following such purchase provide the Client with evidence of the purchase; and c. the money held in trust by the Dealer shall be paid into the Dealer’s Bank Account and thereafter shall be dealt with in accordance with clause 8. 5.6 The Dealer Dealer, shall upon receipt of payment of Purchase Price, be required to provide the Client with a receipt in accordance with the Retail Repo Regulations. 5.7 The Dealer shall be required to immediately transfer Underlying Assets to the Trustee when such assets are acquired by the Dealer for the Client. 5.8 Without prejudice to Clause 5.3, on the Purchase Date, the Dealer shall deliver the Underlying Securities to the Trustee and the parties agree that the Trustee shall be required to transfer free and cleared funds held in the Trustee’s Cash Account in respect of the Underlying Securities to the Dealer’s Proprietary Account in accordance with clause 8. 5.9 Delivery of the Underlying Securities to the Trustee shall be effected by the Dealer making the appropriate electronic entries in the CSD so that the Underlying Securities are transferred into the Securities Trust Account for the benefit of the Client. 5.10 The transfer of the Underlying Securities into the Securities Trust Account shall constitute prima facie evidence of the creation of the Trust on behalf of the Client and of the Client’s beneficial interest in the Underlying Securities; 5.11 The Client and the Dealer shall agree on the items described under Clause5.3 Clause 5.3 prior to the issuance of a Transaction Confirmation. In no event shall the Transaction Confirmation be generated and issued to the Client more than three (3) days after the purchase or acquisition of any assets by the Dealer for the Client pursuant to this Master Retail Repurchase Agreement and where the securities are acquired prior to payment, three days after payment by the client. A Transaction Confirmation delivered by registered post, ordinary post, personal service or facsimile shall constitute sufficient delivery and be deemed delivered at the times set out in the Retail Repo Regulations. A Transaction Confirmation delivered by electronic mail shall be deemed delivered upon receipt of an electronic delivery receipt. The Dealer shall utilize an alternative means of delivery set out in this Clause where there is no means of receiving an electronic delivery receipt or no electronic delivery receipt has been received within forty eight (48) hours. 5.12 The Client is deemed to have accepted and is bound by the terms of the Transaction Confirmation upon delivery of the Transaction Confirmation set out in Clause 5.11 above. 5.13 The Dealer and Clients may enter into multiple repurchase transactions governed by the terms of this Master Retail Repurchase Agreement. In carrying out multiple repurchase transactions, each specific Transaction shall be evidenced by a Transaction Confirmation: i. setting out the terms and conditions specific to the transaction and details as specified in Clause 5.3; ii. incorporating by reference all the terms set out herein; iii. which is consistent with the terms and conditions set out herein; and includes a statement that from time to time the parties will enter into retail repurchase transactions whereby the Dealer agrees to sell to the Client and the Client agrees to purchase from the Dealer, Securities, with a simultaneous agreement by the Parties requiring the Clients to sell to the Dealer and the Dealer to purchase from the Client the aforementioned Securities or equivalent securities on a specified date, at a specified price. 5.14 Where the Client does not provide notice pursuant to clause 5.17, the Client agrees to enter into a new Transaction with the Dealer, in which the Dealer shall issue to the Client a new Transaction Confirmation, which shall comply with the requirements of the Regulations including specifying the amount of Underlying Securities to be transferred by the Dealer for the purposes of the new Transaction and the Purchase Price of the Securities for the new Transaction and the applicable Margin Amount. The Client is deemed to have accepted such new Transaction Confirmation upon delivery of it as set out in clause 5.11 above and is bound by the terms of the new Transaction Confirmation. The Dealer shall transfer the above-described Underlying Securities to the Securities Trust Account on the same day. 5.15 Where upon the Repurchase Date, the Trustee (acting on behalf of the Client) delivers the Underlying Securities to the Dealer, the moneys due to the Client that have not been paid over to the Client by the Dealer are held in trust by the Dealer for the Client and shall be paid into the Dealer’s Bank Account and are to be paid over to the Client at the earliest opportunity. 5.16 The Client may give the Dealer a minimum of one Business Days’ notice of his desire to terminate this Agreement and/ or a Transaction prior to the Repurchase Date and request that the Repurchase Price be paid less any non-accrued interest and penalty in accordance with clause 14; 5.17 A Client who agrees to rollovers under Clause 4.2 shall give the Dealer a minimum of one Business Days’ notice of his desire to terminate this Agreement and/or a Transaction on the Repurchase Date. 5.18 On the Repurchase Date, the Client consents that the Trustee shall, on the Client’s behalf, transfer by entries in the CSD, the Repurchased Securities to the Dealer’s CSD Account and the Dealer shall transfer the Repurchase Price (less any amount then payable and unpaid by the Client to the Dealer pursuant to Clause 6) to the Client in accordance with such payment instructions as the Client may provide.three

Initiation; Confirmation; Termination. 5.1 A Transaction may be initiated by either the Client or the Dealer pursuant to this Master Retail Repurchase Agreement. On the Purchase Date for each Transaction, the Underlying Securities shall be transferred to Trustee (for the benefit of the Client) or its agent against the transfer of the Purchase Price to the Dealer’s Proprietary Account. 5.2 A Transaction may only be entered into in respect of Underlying Securities which meet the following requirements: a. comply with the requirements set out by the Regulator in writing from time to time and/or in keeping with the Retail Repo Regulations; b. may be immobilised or dematerialised in an approved CSD; c. are not due to mature during the life of the Transaction; and and d. are of Good Delivery. 5.3 A Transaction shall be confirmed in writing by a Transaction Confirmation (in the form in Annex I hereto or any other form to which the parties agree) delivered by the Dealer to the Client as set out in clause 5.11. The Transaction Confirmation shall conform with section 38(3) of the Securities Act and shall specify: a. agreement date; b. the Underlying Securities (including the description of the issue and, maturity dates of Underlying Securities, the nominal and market values and amount as well as the International Securities Identification Number or ISIN or other identifying numbers for the Securities (if any); c. the Purchase Date; d. The Purchase Price; e. the Payment Date; f. the Repurchase Price; g. the Repurchase Date h. the Interest Rate applicable to the Transaction; i. the currency denominations of payments in respect of Transactions (including but not limited to Purchase Price, Repurchase Price); j. the Margin Percentage, if different from the Required Margin, applicable to the Transaction; k. any additional information required by the Retail Repo Regulations to be included in the Transaction Confirmation; and l. any special terms or conditions of the Transaction, which terms shall not be inconsistent this Master Retail Repurchase Agreement or the Retail Repo Regulations. 5.4 Transactions in respect of Securities shall be done only through a custodian or sub-custodian with whom the Trustee or a central securities depository operated by the Bank of Jamaica has established a relationship for the purposes of this Agreement. 5.5 Where a Dealer is not in possession of the Underlying Securities at the time of entering into this Master Retail Repurchase Agreement with the Client it is agreed that the Dealer should purchase the Underlying Securities after payment is made by the Client to the Dealer and the Dealer agrees that: a. any moneys paid by the Client for the purposes of such purchase are held by the Dealer in trust for the Client until the Underlying Securities are purchased; b. the Dealer shall promptly following such purchase provide the Client with evidence of the purchase; and c. the money held in trust by the Dealer shall be paid into the Dealer’s Bank Account and thereafter shall be dealt with in accordance with clause 8. 5.6 The Dealer shall upon receipt of payment of Purchase Price, be required to provide the Client with a receipt in accordance with the Retail Repo Regulations. 5.7 The Dealer shall be required to immediately transfer Underlying Assets to the Trustee when such assets are acquired by the Dealer for the Client. 5.8 Without prejudice to Clause 5.3, on the Purchase Date, the Dealer shall deliver the Underlying Securities to the Trustee and the parties agree that the Trustee shall be required to transfer free and cleared funds held in the Trustee’s Cash Account in respect of the Underlying Securities to the Dealer’s Proprietary Account in accordance with clause 8. 5.9 Delivery of the Underlying Securities to the Trustee shall be effected by the Dealer making the appropriate electronic entries in the CSD so that the Underlying Securities are transferred into the Securities Trust Account for the benefit of the Client. 5.10 The transfer of the Underlying Securities into the Securities Trust Account shall constitute prima facie evidence of the creation of the Trust on behalf of the Client and of the Client’s beneficial interest in the Underlying Securities; 5.11 The Client and the Dealer shall agree on the items described under Clause5.3 prior to the issuance of a Transaction Confirmation. In no event shall the Transaction Confirmation be generated and issued to the Client more than three (3) days after the purchase or acquisition of any assets by the Dealer for the Client pursuant to this Master Retail Repurchase Agreement and where the securities are acquired prior to payment, three days after payment by the client. A Transaction Confirmation delivered by registered post, ordinary post, personal service or facsimile shall constitute sufficient delivery and be deemed delivered at the times set out in the Retail Repo Regulations. A Transaction Confirmation delivered by electronic mail shall be deemed delivered upon receipt of an electronic delivery receipt. The Dealer shall utilize an alternative means of delivery set out in this Clause where there is no means of receiving an electronic delivery receipt or no electronic delivery receipt has been received within forty eight (48) hours. 5.12 The Client is deemed to have accepted and is bound by the terms of the Transaction Confirmation upon delivery of the Transaction Confirmation set out in Clause 5.11 above. 5.13 The Dealer and Clients may enter into multiple repurchase transactions governed by the terms of this Master Retail Repurchase Agreement. In carrying out multiple repurchase transactions, each specific Transaction shall be evidenced by a Transaction Confirmation: i. setting out the terms and conditions specific to the transaction and details as specified in Clause 5.3; ii. incorporating by reference all the terms set out herein; iii. which is consistent with the terms and conditions set out herein; and includes a statement that from time to time the parties will enter into retail repurchase transactions whereby the Dealer agrees to sell to the Client and the Client agrees to purchase from the Dealer, Securities, with a simultaneous agreement by the Parties requiring the Clients to sell to the Dealer and the Dealer to purchase from the Client the aforementioned Securities or equivalent securities on a specified date, at a specified price. 5.14 Where the Client does not provide notice pursuant to clause 5.17, the Client agrees to enter into a new Transaction with the Dealer, in which the Dealer shall issue to the Client a new Transaction Confirmation, which shall comply with the requirements of the Regulations including specifying the amount of Underlying Securities to be transferred by the Dealer for the purposes of the new Transaction and the Purchase Price of the Securities for the new Transaction and the applicable Margin Amount. The Client is deemed to have accepted such new Transaction Confirmation upon delivery of it as set out in clause 5.11 above and is bound by the terms of the new Transaction Confirmation. The Dealer shall transfer the above-described Underlying Securities to the Securities Trust Account on the same day. 5.15 Where upon the Repurchase Date, the Trustee (acting on behalf of the Client) delivers the Underlying Securities to the Dealer, the moneys due to the Client that have not been paid over to the Client by the Dealer are held in trust by the Dealer for the Client and shall be paid into the Dealer’s Bank Account and are to be paid over to the Client at the earliest opportunity. 5.16 The Client may give the Dealer a minimum of one Business Days’ notice of his desire to terminate this Agreement and/ or a Transaction prior to the Repurchase Date and request that the Repurchase Price be paid less any non-accrued interest and penalty in accordance with clause 14; 5.17 A Client who agrees to rollovers under Clause 4.2 shall give the Dealer a minimum of one Business Days’ notice of his desire to terminate this Agreement and/or a Transaction on the Repurchase Date. 5.18 On the Repurchase Date, the Client consents that the Trustee shall, on the Client’s behalf, transfer by entries in the CSD, the Repurchased Securities to the Dealer’s CSD Account and the Dealer shall transfer the Repurchase Price (less any amount then payable and unpaid by the Client to the Dealer pursuant to Clause 6) to the Client in accordance with such payment instructions as the Client may provide.three

Initiation; Confirmation; Termination. 5.1 A Transaction may be initiated by either the Client or the Dealer pursuant to this Master Retail Repurchase Agreement. On the Purchase Date for each Transaction, the Underlying Securities shall be transferred to Trustee (for the benefit of the Client) or its agent against the transfer of the Purchase Price to the Dealer’s Proprietary Account. 5.2 A Transaction may only be entered into in respect of Underlying Securities which meet the following requirements: a. (a) comply with the requirements set out by the Regulator in writing from time to time and/or in keeping with the Retail Repo Regulations; b. (b) may be immobilised or dematerialised in an approved CSD; c. (c) are not due to mature during the life of the Transaction; and d. and (d) are of Good Delivery. 5.3 A Transaction shall be confirmed in writing by a Transaction Confirmation (in the form in Annex I hereto or any other form as the Dealer may prescribe from time to time) which satisfies the parties agree) requirements of the Securities Act and the Regulations delivered by the Dealer to the Client as set out in clause 5.11. The Transaction Confirmation shall conform with section 38(3) of the Securities Act and shall specify: a. (a) agreement date; b. (b) the Underlying Securities (including the description of the issue and, maturity dates of Underlying Securities, the nominal and market values and amount as well as the International Securities Identification Number or ISIN or other identifying numbers for the Securities (if any); c. (c) the Purchase Date; d. (d) The Purchase Price; e. (e) the Payment Date; f. (f) the Repurchase Price; g. (g) the Repurchase Date h. (h) the Interest Rate applicable to the Transaction; i. (i) the currency denominations of payments in respect of Transactions (including but not limited to Purchase Price, Repurchase Price); j. (j) the Margin Percentage, if different from the Required Margin, applicable to the Transaction; k. (k) any additional information required by the Retail Repo Regulations to be included in the Transaction Confirmation; and l. and (l) any special terms or conditions of the Transaction, which terms shall not be inconsistent this Master Retail Repurchase Agreement or the Retail Repo Regulations. 5.4 Transactions in respect of Securities shall be done only through a custodian or sub-custodian with whom the Trustee or a central securities depository operated by the Bank of Jamaica has established a relationship for the purposes of this Agreement. 5.5 Where a Dealer is not in possession of the Underlying Securities at the time of entering into this Master Retail Repurchase Agreement with the Client it is agreed that the Dealer should purchase the Underlying Securities after payment is made by the Client to the Dealer and the Dealer agrees that: a. (a) any moneys paid by the Client for the purposes of such purchase are held by the Dealer in trust for the Client until the Underlying Securities are purchased; b. (b) the Dealer shall promptly following such purchase provide the Client with evidence of the purchase; and c. (c) the money held in trust by the Dealer shall be paid into the Dealer’s Bank Account and thereafter shall be dealt with in accordance with clause 8. 5.6 The Dealer Dealer, shall upon receipt of payment of Purchase Price, be required to provide the Client with a receipt in accordance with the Retail Repo Regulations. 5.7 The Dealer shall be required to immediately transfer Underlying Assets to the Trustee when such assets are acquired by the Dealer for the Client. 5.8 Without prejudice to Clause 5.3, on On the Purchase Date, the Dealer shall deliver the Underlying Securities to the Trustee and the parties agree that the Trustee shall be required to transfer free and cleared funds held in the Trustee’s Cash Account in respect of the Underlying Securities to the Dealer’s Proprietary Account in accordance with clause 8. 5.9 Delivery of the Underlying Securities to the Trustee shall be effected by the Dealer making the appropriate electronic entries in the CSD so that the Underlying Securities are transferred into the Securities Trust Account for the benefit of the Client. 5.10 The transfer of the Underlying Securities into the Securities Trust Account shall constitute prima facie evidence of the creation of the Trust on behalf of the Client and of the Client’s beneficial interest in the Underlying Securities; 5.11 The Client and the Dealer shall agree on the items described under Clause5.3 Clause 5.3 prior to the issuance of a Transaction Confirmation. In no event shall the Transaction Confirmation be generated and issued to the Client more than three (3) days after the purchase or acquisition of any assets by the Dealer for the Client pursuant to this Master Retail Repurchase Agreement and where the securities are acquired prior to payment, three days after payment by the client. A Transaction Confirmation delivered by registered post, ordinary post, personal service or facsimile shall constitute sufficient delivery and be deemed delivered at the times set out in the Retail Repo Regulations. A Transaction Confirmation delivered by electronic mail shall be deemed delivered upon receipt of an electronic delivery receipt. The Dealer shall utilize an alternative means of delivery set out in this Clause where there is no means of receiving an electronic delivery receipt or no electronic delivery receipt has been received within forty eight (48) hours. 5.12 The Client is deemed to have accepted and is bound by the terms of the Transaction Confirmation upon delivery of the Transaction Confirmation set out in Clause 5.11 above. 5.13 The Dealer and Clients may enter into multiple repurchase transactions governed by the terms of this Master Retail Repurchase Agreement. In carrying out multiple repurchase transactions, each specific Transaction shall be evidenced by a Transaction Confirmation: i. setting out the terms and conditions specific to the transaction and details as specified in Clause 5.3; ii. incorporating by reference all the terms set out herein; iii. which is consistent with the terms and conditions set out herein; and includes a statement that from time to time the parties will enter into retail repurchase transactions whereby the Dealer agrees to sell to the Client and the Client agrees to purchase from the Dealer, Securities, with a simultaneous agreement by the Parties requiring the Clients to sell to the Dealer and the Dealer to purchase from the Client the aforementioned Securities or equivalent securities on a specified date, at a specified price. 5.14 Where the Client does not provide notice pursuant to clause 5.17, the Client agrees to enter into a new Transaction with the Dealer, in which the Dealer shall issue to the Client a new Transaction Confirmation, which shall comply with the requirements of the Regulations including specifying the amount of Underlying Securities to be transferred by the Dealer for the purposes of the new Transaction and the Purchase Price of the Securities for the new Transaction and the applicable Margin Amount. The Client is deemed to have accepted such new Transaction Confirmation upon delivery of it as set out in clause 5.11 above and is bound by the terms of the new Transaction Confirmation. The Dealer shall transfer the above-described Underlying Securities to the Securities Trust Account on the same day. 5.15 Where upon the Repurchase Date, the Trustee (acting on behalf of the Client) delivers the Underlying Securities to the Dealer, the moneys due to the Client that have not been paid over to the Client by the Dealer are held in trust by the Dealer for the Client and shall be paid into the Dealer’s Bank Account and are to be paid over to the Client at the earliest opportunity. 5.16 The Client may give the Dealer a minimum of one Business Days’ notice of his desire to terminate this Agreement and/ or and/or a Transaction prior to the Repurchase Date and request that the Repurchase Price be paid less any non-non- accrued interest and penalty in accordance with clause 14; 5.17 A Client who agrees to rollovers under Clause 4.2 shall give the Dealer a minimum of one Business Days’ notice of his desire to terminate this Agreement and/or a Transaction on the Repurchase Date. 5.18 On the Repurchase Date, the Client consents that the Trustee shall, on the Client’s behalf, transfer by entries in the CSD, the Repurchased Securities to the Dealer’s CSD Account and the Dealer shall transfer the Repurchase Price (less any amount then payable and unpaid by the Client to the Dealer pursuant to Clause 6) to the Client in accordance with such payment instructions as the Client may provide.