Common use of Changes to the Lenders Clause in Contracts

Changes to the Lenders. 23.1 Assignments, transfers, sub-participations and changes in Facility Office by the Lenders (a) assign any of its rights; or (b) transfer by novation any of its rights and obligations, to another bank or financial institution (the “New Lender”), or sub-participate any of its rights or obligations to another bank or financial institution, or change its Facility Office. 23.2 Conditions of assignment, transfer or change in Facility Office (a) The consent of the Borrower (not to be unreasonably withheld or delayed) is required for an assignment or transfer by an Existing Lender, (unless the assignment or transfer is to another Lender or an Affiliate of a Lender or any Event of Default pursuant to Clauses 22.5 (Insolvency of the Borrower or any Guarantor (other than the Parent Guarantor)), 22.6 (Insolvency proceedings of the Borrower or any Guarantor (other than the Parent Guarantor)), 22.7 (Parent Guarantor involuntary proceedings) or 22.8 (Parent Guarantor voluntary proceedings) has occurred and is continuing). (b) The Borrower will be deemed to have given its consent ten (10) Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrower within that time. (c) An assignment will only be effective on: (i) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (ii) performance by the Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. (d) A transfer will only be effective if the procedure set out in Clause 23.5 Procedure for transfer) is complied with. (e) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. (f) Any assignment or transfer of part of the Existing Lender’s rights and/or obligations must be for a minimum amount of US$ 10,000,000 (unless the Borrower and the Agent agree otherwise).

Changes to the Lenders. 23.1 Assignments, transfers, sub-participations 25.1 Assignments and changes in Facility Office transfers by the LendersLenders Subject to this Clause 25, a Lender (the "Existing Lender") may: (a) assign any of its rights; or (b) transfer by novation any of its rights and obligations, to another bank or financial institution (the “"New Lender”"), or sub-participate any of its rights or obligations to another bank or financial institution, or change its Facility Office. 23.2 25.2 Conditions of assignment, transfer assignment or change in Facility Officetransfer (a) The consent of the Borrower (not to be unreasonably withheld or delayed) Company is required for an assignment or transfer by an Existing Lender, (a Lender unless the assignment or transfer is to another Lender or an Affiliate of a Lender. Assignments or transfers by a Lender or any Event must be made in minimum amounts of Default pursuant to Clauses 22.5 (Insolvency of the Borrower or any Guarantor (other than the Parent Guarantor)), 22.6 (Insolvency proceedings of the Borrower or any Guarantor (other than the Parent Guarantor)), 22.7 (Parent Guarantor involuntary proceedings) or 22.8 (Parent Guarantor voluntary proceedings) has occurred and is continuing)$5,000,000. (b) The Borrower consent of the Company to an assignment or transfer must not be unreasonably withheld or delayed. The Company will be deemed to have given its consent ten (10) 10 Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrower Company within that time. (c) The consent of the Company to an assignment or transfer must not be withheld solely because the assignment or transfer may result in an increase to the Mandatory Cost. (d) An assignment will only be effective on: (i) on receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (ii) performance by the Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. (de) A transfer will only be effective if the procedure set out in Clause 23.5 25.5 (Procedure for transfer) is complied with. (ef) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 14 (Tax gross-up and indemnities) or Clause 13 15 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. (f) Any assignment or transfer of part of the Existing Lender’s rights and/or obligations must be for a minimum amount of US$ 10,000,000 (unless the Borrower and the Agent agree otherwise).

Changes to the Lenders. 23.1 Assignments, transfers, sub-participations Cessions and changes in Facility Office delegations by the Lenders Lenders Subject to this Clause 23, a Lender (athe Existing Lender) assign any of its rights; or (b) transfer by novation may transfer, cede and/or delegate any of its rights and obligationsunder any Finance Document (a Transfer) to an Eligible Institution which is regularly engaged in or established for the purpose of making, to another bank purchasing or investing in loans, securities or other financial institution assets (the “New Lender”), or sub-participate . The Parent hereby consents to any splitting of its rights or obligations to another bank or financial institution, or change its Facility Office. 23.2 claims which may arise as a result of a Transfer permitted by this Agreement. Conditions of assignment, transfer or change in Facility Office (a) Transfer The consent of the Borrower (not to be unreasonably withheld or delayed) Parent is required for an assignment or transfer Transfer by an Existing Lender, (unless the assignment or transfer Transfer: 23. 3.1.1 is to another Lender or an Affiliate of a Lender Lender; or any 23. 3.1.2 takes effect at a time when an Event of Default pursuant to Clauses 22.5 (Insolvency of the Borrower or any Guarantor (other than the Parent Guarantor)), 22.6 (Insolvency proceedings of the Borrower or any Guarantor (other than the Parent Guarantor)), 22.7 (Parent Guarantor involuntary proceedings) or 22.8 (Parent Guarantor voluntary proceedings) has occurred and is continuing). (b. 68 Conformed copy_ N1 ZAR RCF 2023.EXECUTION II COPY(14711136.2) The Borrower consent of the Parent to a Transfer (if required) must not be unreasonably withheld or delayed. The Parent will be deemed to have given its consent ten 5 (10five) Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrower Parent within that time. (c) An assignment will only be effective on: (i) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (ii) performance by the Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. (d) . A transfer Transfer will only be effective if the procedure set out in Clause 23.5 23.6 (Procedure for transfer) is complied with. If: 23. (e) If: (i) 3.4.1 a Lender assigns or transfers Transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; andand 23. (ii) 3.4.2 as a result of circumstances existing at the date the assignment, transfer Transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax grossGross-up and indemnitiesIndemnities) or Clause 13 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer Transfer or change had not occurred. Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the Transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender. Transfer fee The New Lender shall, on the date upon which a Transfer takes effect, pay to the Facility Agent (for its own account) a fee of ZAR10,000.00 (Ten Thousand Rand), unless the Facility Agent, in its sole discretion, agrees to waive the payment of such fee. Limitation of responsibility of Existing Lenders Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for: 23. (f) Any assignment 5.1.1 the legality, validity, effectiveness, adequacy or transfer of part enforceability of the Existing Lender’s rights and/or Finance Documents or any other documents; 23. 5.1.2 the financial condition of any Obligor; 23. 5.1.3 the performance and observance by any Obligor of its obligations must be for a minimum amount under the Finance Documents or any other documents; or 23. 5.1.4 the accuracy of US$ 10,000,000 any statements (unless the Borrower whether written or oral) made in or in connection with any Finance Document or any other document, and the Agent agree otherwise)any representations or warranties implied by law are excluded. 69 Conformed copy_ N1 ZAR RCF 2023.EXECUTION II COPY(14711136.

Changes to the Lenders. 23.1 Assignments, transfers, sub-participations Assignments and changes in Facility Office transfers by the LendersLenders Subject to this Clause 23, a Lender (the "Existing Lender") may: (a) 23.1.1 assign any of its rights; or (b) 23.1.2 transfer by novation any of its rights and obligations, to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets or to SACE (the “"New Lender”"), or sub-participate any of its rights or obligations to another bank or financial institution, or change its Facility Office. 23.2 Conditions of assignment, transfer assignment or change in Facility Officetransfer (a) 23.2.1 The consent of the Borrower (not to be unreasonably withheld or delayed) Guarantor is required for an assignment or transfer by an Existing Lender, unless: (unless the a) such assignment or transfer is to another Lender or an Affiliate of a Lender Lender; (b) such assignment or any transfer is to SACE; or (c) at the time of such assignment or transfer, an Event of Default pursuant to Clauses 22.5 (Insolvency of the Borrower or any Guarantor (other than the Parent Guarantor)), 22.6 (Insolvency proceedings of the Borrower or any Guarantor (other than the Parent Guarantor)), 22.7 (Parent Guarantor involuntary proceedings) or 22.8 (Parent Guarantor voluntary proceedings) has occurred and is continuing). (b) 23.2.2 The Borrower consent of the Guarantor to an assignment or transfer must not be unreasonably withheld or delayed. The Guarantor will be deemed to have given its consent ten five (105) Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrower Guarantor within that time. 23.2.3 Nothing in this Agreement shall prejudice or otherwise limit: (ca) the right of any Lender to assign its rights, or transfer its rights and obligations, under, or in connection with, any Finance Document to SACE; or (b) the right of SACE to be subrogated to any Lenders' rights under, or in connection with, any Finance Document. 23.2.4 An assignment will only be effective on: (ia) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an the Original Lender; and (iib) performance by the Agent of all “necessary "know your customer” " or other similar checks relating to any person that it is required to carry out under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. (d) 23.2.5 A transfer will only be effective if the procedure set out in Clause 23.5 Procedure 23.5(Procedure for transfer) is complied with. (e) 23.2.6 If: (ia) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (iib) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax gross-up and indemnities) or Clause 13 14 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. (f) Any 23.3 Assignment or transfer fee The New Lender shall, unless such New Lender is SACE, on the date upon which an assignment or transfer takes effect, pay to the Agent (for its own account) a fee of part three thousand dollars ($3,000). 23.4 Limitation of responsibility of Existing Lenders 23.4.1 Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for: (a) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the SACE Guarantee or any other documents; (b) the financial condition of any Obligor or SACE; (c) the performance and observance by any Obligor or SACE of its obligations under the Finance Documents, the SACE Guarantee or any other documents; or (d) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document, the SACE Guarantee or any other document, and any representations or warranties implied by law are excluded. 23.4.2 Each New Lender confirms to the Existing Lender’s rights and/or obligations must be for a minimum amount of US$ 10,000,000 (unless the Borrower Lender and the Agent agree other Finance Parties that it: (a) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities and SACE in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and (b) will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities and SACE whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force. 23.4.3 Nothing in any Finance Document obliges an Existing Lender to: (a) accept a re-transfer or a re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this Clause 23; or (b) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under the Finance Documents or otherwise).

Changes to the Lenders. 23.1 Assignments, transfers, sub-participations 22.1 Assignments and changes in Facility Office transfers by the Lenders (a) Subject to this Clause 22, a Lender (the Existing Lender) may: (i) assign any of its rights; or (bii) transfer by novation any of its rights and obligations, to another bank or financial institution (the “New Lender”). (b) In addition to the other rights provided to Lenders under this Clause 22, each Lender may without consulting with or sub-participate obtaining consent from any Obligor, at any time charge, assign or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender including, without limitation: (i) any charge, assignment or other Security to secure obligations to another a federal reserve, central bank or financial institutionother applicable governing body or authority; (ii) in the case of any Lender which is a fund, any charge, assignment or other Security granted to any holders (or trustee or representatives of holders) of obligations owed, or change securities issued, by that Lender as security for those obligations or securities, except that no such charge or assignment of Security shall: (A) release a Lender from any of its Facility Officeobligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security for the Lender as a party to any of the Finance Documents; or (B) require any payments to be made by an Obligor or grant to any person any more extensive rights than those required to be made or granted to the relevant Lender under the Finance Documents. 23.2 Conditions of assignment, transfer or change in Facility Office22.2 Parent consent (a) The consent of the Borrower (not to be unreasonably withheld or delayed) Parent is required for an assignment or transfer by an Existing Lender, (unless the assignment or transfer is to another Lender or an Affiliate of any Lender or, if at the time of such assignment or transfer there is a Lender or any continuing Event of Default pursuant to Clauses 22.5 (Insolvency of the Borrower or any Guarantor (other than the Parent Guarantor)), 22.6 (Insolvency proceedings of the Borrower or any Guarantor (other than the Parent Guarantor)), 22.7 (Parent Guarantor involuntary proceedings) or 22.8 (Parent Guarantor voluntary proceedings) has occurred and is continuing)Default. (b) The Borrower consent of the Parent to an assignment or transfer must not be unreasonably withheld or delayed. The Parent will be deemed to have given its consent ten (10) Business Days after it has received a written request from the Existing Lender has requested it unless consent is expressly refused by the Borrower Parent within that time. 22.3 Other conditions of assignment or transfer (ca) An assignment will only be effective on: (i) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was had been an Original Lender; and (ii) performance by the Agent of all necessary “know your customer” or other similar checks relating to any person that it is required to carry out under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. (db) A transfer will only be effective if the procedure set out in Clause 23.5 22.6 (Procedure for transfer) is complied with. (ec) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax gross-up and indemnitiesGross Up) or Clause 13 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.. This paragraph (c) shall not apply: (fi) Any in respect of an assignment or transfer of part made in the ordinary course of the Existing primary syndication of any Facility; or (ii) in relation to Clause 12.2 (Tax gross-up), to a UK Treaty Lender that has included a confirmation of its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (h)(ii)(B) of Clause 12.2 (Tax gross-up), if the UK Borrower making the payment has not made a Borrower DTTP Filing in respect of that UK Treaty Lender’s rights and/or obligations must be for a minimum amount of US$ 10,000,000 (unless the Borrower and the Agent agree otherwise).

Changes to the Lenders. 23.1 Assignments, transfers, sub-participations 27.1 Assignments and changes in Facility Office transfers by the LendersLenders Subject to this Clause 27, a Lender (the “Existing Lender”) may: (a) assign any of its rightsrights and benefits; or (b) transfer by novation any of its rights rights, benefits and obligations, to another bank or financial institution (the “New Lender”), or sub-participate any of its rights or obligations to another bank or financial institution, or change its Facility Office. 23.2 27.2 Conditions of assignment, transfer assignment or change in Facility Officetransfer (a) The consent of the Borrower (not to be unreasonably withheld or delayed) Parent is required for an assignment or transfer by an Existing Lender, (unless an Event of Default has occurred and is continuing or unless the assignment or transfer is to another Lender or an Affiliate of a Lender or any Event of Default pursuant to Clauses 22.5 (Insolvency of the Borrower or any Guarantor (other than the Parent Guarantor)), 22.6 (Insolvency proceedings of the Borrower or any Guarantor (other than the Parent Guarantor)), 22.7 (Parent Guarantor involuntary proceedings) or 22.8 (Parent Guarantor voluntary proceedings) has occurred and is continuing)Lender. (b) The Borrower consent of the Parent to an assignment or transfer must not be unreasonably withheld or delayed. The Parent will be deemed to have given its consent ten (10) Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrower Parent within that time. (c) The consent of the Parent to an assignment or transfer must not be withheld solely because the assignment or transfer may result in an increase to the Mandatory Cost. (d) An assignment will only be effective on: (i) receipt by the Facility Agent of a written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the other Finance Parties and the other Secured Parties as it would have been under if it was an Original Lender; and (ii) performance by the Facility Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Facility Agent shall promptly notify to the Existing Lender and the New Lender. (de) A transfer will only be effective on receipt by the Facility Agent if the procedure set out in Clause 23.5 27.5 (Procedure for transfer) is complied with. (ef) Any assignment or transfer of part of its Commitment shall be in a minimum amount of £5,000,000. (g) If: (i) a Lender assigns or transfers any of its rights rights, benefits or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 16 (Tax gross-up and indemnities) or Clause 13 17 (Increased Costscosts), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. (f) Any assignment or transfer of part of the Existing Lender’s rights and/or obligations must be for a minimum amount of US$ 10,000,000 (unless the Borrower and the Agent agree otherwise).

Changes to the Lenders. 23.1 Assignments, transfers, sub-participations and changes in Facility Office (a) Transfers by the Lenders (ai) assign any of its rights; or Subject to this Section 9.04, a Lender (bthe “Existing Lender”) may transfer by novation any of its rights (including such as relate to that Lender’s participation in each Loan) and obligations, to another bank or financial institution (the “New Lender”), or sub-participate any of its rights or obligations to another bank or financial institution, or change its Facility Office. 23.2 Conditions of assignment, transfer or change in Facility Office (aii) The consent of the Finance Parties is hereby given to a transfer by an Existing Lender to a New Lender. (b) Conditions of transfer (i) Unless an Event of Default has occurred and is continuing, the consent of the Borrower (not to be unreasonably withheld or delayed) is required for an assignment or a transfer by an Existing Lender, (unless provided that the assignment or Borrower hereby consents to a transfer is to another Lender or an Affiliate of a Lender or any Event of Default pursuant to Clauses 22.5 Lender. (Insolvency ii) The consent of the Borrower to a transfer must not be unreasonably withheld or any Guarantor (other than the Parent Guarantor)), 22.6 (Insolvency proceedings of the Borrower or any Guarantor (other than the Parent Guarantor)), 22.7 (Parent Guarantor involuntary proceedings) or 22.8 (Parent Guarantor voluntary proceedings) has occurred and is continuing). (b) delayed without reasonable grounds. The Borrower will be deemed to have given its consent ten five (105) Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrower within that time. (ciii) An The consent of the Borrower to a transfer must not be withheld solely because the assignment will only be effective on: (i) receipt by the Agent of written confirmation from the New Lender (or transfer may result in form and substance satisfactory an increase to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (ii) performance by the Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New LenderMandatory Cost. (div) A transfer will only be effective if the procedure set out in Clause 23.5 Section 9.04 (e) (Procedure for transfer) is complied with. (ev) If: If (iA) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and and (iiB) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 Section 2.19(a) (Tax grossGross-up and indemnitiesIndemnities) or Clause 13 Section 2.13 (Increased CostsReserve Requirements; Change in Circumstances), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses Sections to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. (fvi) Any assignment or transfer will be of part of the Existing Lender’s rights and/or obligations must be for a minimum amount of US$ 10,000,000 $ 5,000,000 except in case of a transfer which has the effect of reducing the participation of the relevant Lender to zero. (unless vii) Any Existing Lender which is a Swingline Lender may (i) transfer its Revolving Credit Commitment (or any part thereof) without transferring its Swingline Commitment and/or (ii) transfer the Borrower and whole of its Swingline Commitment (but not any part thereof) whereby its Revolving Credit Commitment is reduced by the Agent agree otherwise)amount corresponding to its Swingline Commitment.

Changes to the Lenders. 23.1 Assignments, transfers, sub-participations Cessions and changes in Facility Office delegations by the Lenders Lenders Subject to this Clause 23, a Lender (athe Existing Lender) assign any of its rights; or (b) transfer by novation may transfer, cede and/or delegate any of its rights and obligationsunder any Finance Document (a Transfer) to an Eligible Institution which is regularly engaged in or established for the purpose of making, to another bank purchasing or investing in loans, securities or other financial institution assets (the “New Lender”), or sub-participate . The Parent hereby consents to any splitting of its rights or obligations to another bank or financial institution, or change its Facility Office. 23.2 claims which may arise as a result of a Transfer permitted by this Agreement. Conditions of assignment, transfer or change in Facility Office (a) Transfer The consent of the Borrower (not to be unreasonably withheld or delayed) Parent is required for an assignment or transfer Transfer by an Existing Lender, (unless the assignment or transfer Transfer: 23. 3.1.1 is to another Lender or an Affiliate of a Lender Lender; or any 23. 3.1.2 takes effect at a time when an Event of Default pursuant to Clauses 22.5 (Insolvency of the Borrower or any Guarantor (other than the Parent Guarantor)), 22.6 (Insolvency proceedings of the Borrower or any Guarantor (other than the Parent Guarantor)), 22.7 (Parent Guarantor involuntary proceedings) or 22.8 (Parent Guarantor voluntary proceedings) has occurred and is continuing). . The consent of the Parent to a Transfer (bif required) must not be unreasonably withheld or delayed. The Borrower Parent will be deemed to have given its consent ten 5 (10five) Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrower Parent within that time. (c) An assignment will only be effective on: (i) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (ii) performance by the Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. (d) . A transfer Transfer will only be effective if the procedure set out in Clause 23.5 23.6 (Procedure for transfer) is complied with. If: 23. (e) If: (i) 3.4.1 a Lender assigns or transfers Transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; andand 23. (ii) 3.4.2 as a result of circumstances existing at the date the assignment, transfer Transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax grossGross-up and indemnitiesIndemnities) or Clause 13 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer Transfer or change had not occurred. (f) Any assignment . Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Facility Agent has authority to execute on its behalf any amendment or transfer of part waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the Transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender’s rights and/or obligations must be for a minimum amount of US$ 10,000,000 (unless the Borrower and the Agent agree otherwise). - 73 - conformed copy Gold Fields RCF Agreement_Revised Execution II(14711163.

Changes to the Lenders. 23.1 Assignments, transfers, sub-participations 33.1 Assignments and changes in Facility Office transfers by the Lenders 33.1.1 Subject to this Clause 33, a Lender (the “Existing Lender”) may only: (a) assign any of its rights; orrights to; (b) transfer by novation any of its rights (including such as relate to that Lender’s participation in each Utilisation) and obligations to; or (c) enter into any sub-participation agreement in respect of any of its rights and obligationsobligations with, to another bank or financial institution (the “New Lender”). Such a transfer of its rights and obligations in respect of Facility A must (if it does not relate to the full amount of its Commitment) relate to an integral multiple of ten million euro (EUR 10,000,000) which is at least twenty million euro (EUR 20,000,000). 33.1.2 Any such transfer by a Lender of all or, as the case may be, part of its Facility A Commitment must relate to all or, as the case may be, a corresponding pro rata part of its Swingline Commitments or sub-participate (if it is not itself a Swingline Lender) be accompanied by a transfer of all or, as the case may be, a corresponding pro rata part of the Swingline Commitment of its Affiliate. 33.1.3 A Facility A Lender may not (for the avoidance of doubt) transfer all or any part of any of its rights or and obligations to another bank or financial institution, or change as an L/C Lender separately from a transfer of its Facility OfficeA Commitment (or a corresponding part thereof). 23.2 33.1.4 An L/C Lender may only assign or transfer its rights and obligations as an L/C Lender to a New Lender that is a “qualified bank” within the meaning of the New York Insurance Department Regulation 133, , 11 N.Y.C.R.R. pt. 79, as amended from time to time. 33.1.5 The consent of the Finance Parties is hereby given to a transfer by an Existing Lender to a New Lender. 33.2 Conditions of assignment or transfer 33.2.1 The consent of the Company is required for an assignment, transfer or change in Facility Office (a) The consent of sub-participation by a Lender but the Borrower (not Company hereby consents to be unreasonably withheld an assignment, transfer or delayed) is required for an assignment or transfer by an Existing Lender, (unless the assignment or transfer is sub-participation to another Lender or an Affiliate of a Lender, provided that such Affiliate is an Acceptable Bank and further provided that such transfer would not cause the Company or the Borrowers to incur Increased Costs under Clause 18.1 (Increased Costs). Notwithstanding the above, no assignment, transfer, sub-participation or subcontracting (including a transfer of Facility Office) in relation to a Utilisation by a Borrower established in France may be effected to a New Lender incorporated, domiciled or any Event of Default pursuant to Clauses 22.5 (Insolvency acting through a Facility Office situated in a Non-Cooperative Jurisdiction without prior consent of the Borrower or any Guarantor (other than the Parent Guarantor)), 22.6 (Insolvency proceedings Company. 33.2.2 The consent of the Borrower Company to an assignment, transfer or any Guarantor (other than the Parent Guarantor)), 22.7 (Parent Guarantor involuntary proceedings) sub-participation must not be unreasonably withheld or 22.8 (Parent Guarantor voluntary proceedings) has occurred and is continuing). (b) delayed. The Borrower Company will be deemed to have given its consent ten (10) Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrower Company within that time. The Company shall be considered to be reasonable in refusing consent if, inter alia, such transfer would cause the Company or the Borrowers to incur additional costs under the Facility (including pursuant to Clause 18.1 (Increased Costs)). (c) An assignment 33.2.3 A transfer will only be effective on: if (i) receipt by the Agent of written confirmation from the New Lender procedure set out in Clause 33.5 (in form Procedure for transfer) is complied with and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (ii) performance by the Agent of has performed all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment transfer to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. (d) A transfer will only be effective if the procedure set out in Clause 23.5 Procedure for transfer) is complied with. (e) 33.2.4 If: (ia) a Lender assigns or transfers any of its rights or obligations under the Finance Documents Documents, or changes its Facility Office; and (iii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 17 (Tax gross-up and indemnities) or Clause 13 18 (Increased Costs)) to the New Lender or to the Lender acting through its new Facility Office; or (ii) in the case of an assignment or transfer to an Affiliate of the Lender, as a result of circumstances existing at the date of the assignment or transfer or at any time following the assignment or transfer, an Obligor would be obliged to make a payment under Clause 18 (Increased Costs) to the New Lender or to the Lender acting through its new Facility Office, then the New Lender or the Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or the Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. (f) Any assignment or transfer of part of the Existing Lender’s rights and/or obligations must be for a minimum amount of US$ 10,000,000 (unless the Borrower and the Agent agree otherwise).