Common use of Changes to the Lenders Clause in Contracts

Changes to the Lenders. 24.1 Assignments and transfers by the Lenders (a) Subject to this Clause 24, a Lender (the “Existing Lender”) may: (i) assign all or part of its rights; or (ii) transfer by novation all or part of its rights and obligations, to any bank or financial institution (the “New Lender”). (b) In case of a proposed assignment and/or transfer by an Existing Lender it shall, through the Facility Agent, notify the Dutch Borrower of the identity of any proposed New Lender at least 10 Business Days prior to the proposed Transfer Date in relation to such assignment and/or transfer. 24.2 Conditions of assignment or transfer (a) An assignment will only be effective on receipt by the Facility Agent and the Company of 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 Obligors as it would have been under if it was an Original Lender. (b) A transfer will only be effective if it is carried out in accordance with the procedure set out in Clause 24.5 (Procedure for transfer). (c) 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 13 (Tax gross-up) or Clause 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. (d) For so long as it is a requirement of Dutch law that each Lender is a PMP: (i) any proposed New Lender shall provide the Dutch Borrowers, through the Facility Agent, with information in respect of itself with a view to enabling the Dutch Borrowers to verify its PMP status at least 10 Business Days prior to the proposed Transfer Date in relation to any assignment or transfer pursuant to which it would become a New Lender hereunder; (ii) unless the New Lender is a Verifiable PMP, the prior written consent of the Company is required for such assignment or transfer; and (iii) if the New Lender is not a Verifiable PMP the Company’s consent must not be unreasonably delayed or withheld. The Company will be deemed to have given its consent 10 Business Days after the Existing Lender has requested it unless (A) such consent is expressly refused by the Company within that time on the basis that the New Lender is not a PMP, or (B) the Company has in good faith indicated that it is unable to determine whether the proposed New Lender qualifies as a PMP.

Changes to the Lenders. 24.1 21.1 Assignments and transfers by the Lenders (a) Lenders Subject to this Clause 2421, a Lender (the “"Existing Lender”") may: (ia) assign all or part any of its rights; or (iib) transfer by novation all or part any of its rights and obligations, to any another bank or financial institution (the “"New Lender”"). (b) In case of a proposed assignment and/or transfer by an Existing Lender it shall, through the Facility Agent, notify the Dutch Borrower of the identity of any proposed New Lender at least 10 Business Days prior to the proposed Transfer Date in relation to such assignment and/or transfer. 24.2 21.2 Conditions of assignment or transfer (a) An assignment will only be effective on receipt by the Facility Agent and the Company of 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 Obligors as it would have been under if it was an Original Lender. (b) A transfer will only be effective if it is carried out in accordance with the procedure set out in Clause 24.5 21.5 (Procedure for transfer)) is complied with. (c) IfPrior to the Syndication Date, a transfer will only be effective subject to the provisions of the Syndication Letter. (d) After the Syndication Date, 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 the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 13 12 (Tax gross-upup and indemnities) or Clause 14 13 (Increased costs) or Clause 14.2(c) (Other Indemnities), 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. (d) For so long as it is a requirement of Dutch law that each Lender is a PMP: (i) any proposed 21.3 Assignment or transfer fee The New Lender shall provide shall, on the Dutch Borrowers, through the Facility Agent, with information in respect of itself with a view to enabling the Dutch Borrowers to verify its PMP status at least 10 Business Days prior to the proposed Transfer Date in relation to any date upon which an assignment or transfer pursuant takes effect, pay to which it would become the Facility Agent (for its own account) a New Lender hereunder; (ii) unless the New Lender is a Verifiable PMP, the prior written consent fee of the Company is required for such assignment or transfer; and (iii) if the New Lender is not a Verifiable PMP the Company’s consent must not be unreasonably delayed or withheld. The Company will be deemed to have given its consent 10 Business Days after the Existing Lender has requested it unless (A) such consent is expressly refused by the Company within that time on the basis that the New Lender is not a PMP, or (B) the Company has in good faith indicated that it is unable to determine whether the proposed New Lender qualifies as a PMPEUR 2,000.

Changes to the Lenders. 24.1 26.1 Assignments and transfers by the Lenders (a) Subject to this Clause 24The Senior Lenders may at any time assign, a Lender (the “Existing Lender”) may: (i) assign transfer, delegate or offer participations in all or part a proportion of its rights; or (ii) transfer by novation all or part of its their rights and obligations, to any bank or financial institution (the “New Lender”). (b) In case of a proposed assignment and/or transfer by an Existing Lender it shall, through the Facility Agent, notify the Dutch Borrower of the identity of any proposed New Lender at least 10 Business Days prior to the proposed Transfer Date in relation to such assignment and/or transfer. 24.2 Conditions of assignment or transfer (a) An assignment will only be effective on receipt by the Facility Agent and the Company of 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 Obligors as it would have been under if it was an Original Lender. (b) A transfer will only be effective if it is carried out in accordance with the procedure set out in Clause 24.5 (Procedure for transfer). (c) 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 Documents. During the primary syndication period of circumstances existing at 26 weeks which is intended to follow the date of this Agreement, the assignmentSenior Lenders shall consult with the Company before taking any action of the kind described in this Clause 26.1. Thereafter, 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 13 (Tax gross-up) or Clause 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 Senior Lenders shall not occurred. (d) For so long as it is a requirement of Dutch law that each Lender is a PMP: (i) take any proposed New Lender shall provide the Dutch Borrowers, through the Facility Agent, with information in respect of itself with a view to enabling the Dutch Borrowers to verify its PMP status at least 10 Business Days prior to the proposed Transfer Date in relation to any assignment or transfer pursuant to which it would become a New Lender hereunder; (ii) unless the New Lender is a Verifiable PMP, such action without the prior written consent of the Company is and the Agent. (b) Subject to obtaining the prior written consent of the Company (such consent not to be unreasonably withheld or delayed) each Senior Tranche B Lender may assign all or, if less than all, a portion equal to at least US$2,000,000 in the aggregate for the assigning Lender, of such rights and obligations under this Agreement to one or more persons, each of which assignees shall become a party to this Agreement as a Senior Tranche B Lender by execution of a Transfer Certificate; provided, that, the Agent shall have received for its sole account the fee set forth in Clause 26.3 (Assignment or Transfer Fee). Anything contained herein to the contrary notwithstanding, the consent of the Company or the Agent shall not be required, the minimum assignment amount shall not be applicable, such Transfer Certificate shall not be required for to be executed by or delivered to the Agent in order to be effective, and payments of the processing fee shall not be required if (x) such assignment is in connection with any merger or transfer; andconsolidation of a Senior Tranche B Lender, (y) whilst a Default or Event of Default is continuing and has not been remedied or (z) in the case of any Senior Tranche B Lender, the assignee is an Affiliate of such Senior Tranche B Lender or any Related Fund, provided, however, that the Company, each other Obligor and the Agent may continue to deal solely and directly with the assigning Senior Tranche B Lender in connection with the interest so assigned until such time as written notice of such assignment shall have been delivered by the assigning Senior Tranche B Lender or the assignee to the Agent. (iiic) if If a Lender grants any risk or funded participations to any other party, then such Lender shall nevertheless remain responsible for the New Lender is not a Verifiable PMP performance of the Company’s consent must not obligations expressed to be unreasonably delayed or withheldassumed by it pursuant to the Finance Documents. The Company will be deemed to have given its consent 10 Business Days after No such participant shall acquire any rights under any of the Existing Lender has requested it unless (A) such consent is expressly refused by the Company within that time on the basis that the New Lender is not a PMP, or (B) the Company has in good faith indicated that it is unable to determine whether the proposed New Lender qualifies as a PMPFinance Documents.

Changes to the Lenders. 24.1 Assignments and transfers by the Lenders (a) Lenders Subject to this Clause 24, 24 a Lender (the “Existing Lender”) may: (ia) assign all or part any of its rights; or (iib) transfer by novation all or part any of its rights and obligations, to any another bank or financial institution (the “New Lender”). (b) In case of a proposed assignment and/or transfer by an Existing Lender it shall, through the Facility Agent, notify the Dutch Borrower of the identity of any proposed New Lender at least 10 Business Days prior to the proposed Transfer Date in relation to such assignment and/or transfer. 24.2 Conditions of assignment or transfer (a) The consent of ABB is required for an assignment or transfer by a Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender or unless an Event of Default has occurred and is continuing. (b) The consent of ABB to an assignment or transfer must not to be unreasonably withheld or delayed. ABB will be deemed to have given its consent within 10 Business Days of receipt of a request for such consent unless expressly refused by ABB within that time. (c) Nothing in this Agreement shall prevent any Lender from assigning or pledging all or any part of its rights or interests under this Agreement to any central bank or any supranational bank as security for its borrowings from that central bank or supranational bank, provided that such assignment or pledge does not involve a release of such Lender from any of its obligations under this Agreement. (d) An assignment or transfer shall be in respect of a Commitment of at least $10,000,000 or, if less, the whole of the Commitment of the relevant assignor or transferor. (e) An assignment will only be effective on on: (i) receipt by the Facility Agent and the Company of 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 Obligors as it would have been under if it was an Original Lender and that the New Lender is a Qualifying 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. (bf) A transfer will only be effective if it is carried out in accordance with the procedure set out in Clause 24.5 (Procedure for transfer)) is complied with and, unless an Event of Default has occurred and is continuing, if the New Lender is a Qualifying Lender. (cg) 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 obliged, or at such date it is reasonably foreseeable that an Obligor would be obliged, to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 13 (Tax gross-upup and indemnities) or Clause 14 (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. (dh) For so long as it is a requirement under Dutch law at the time of an assignment or transfer by way of novation that the New Lender qualifies as a PMP, a Lender may only assign or transfer by way of novation all or any of its rights, benefits and obligations hereunder to a New Lender if and to the extent that such new Lender qualifies as a PMP. (i) For so long as it is a requirement of Dutch law that each Lender is a PMP: (i) any PMP and that the Dutch Borrower must verify the PMP status of a New Lender, a proposed New Lender which is not a Verifiable PMP shall provide the Dutch BorrowersBorrower, through the Facility Agent, with information in respect of itself reasonably requested by the Dutch Borrower with a view to enabling the Dutch Borrowers Borrower to verify its PMP status at least 10 ten Business Days prior to the proposed Transfer Date or the proposed date of assignment in relation to any assignment or transfer pursuant to which it would become a New Lender hereunder; (ii) unless the New Lender is a Verifiable PMP, the prior written consent of the Company is required for such assignment or transfer; and (iii) if the New Lender is not a Verifiable PMP the Company’s consent must not be unreasonably delayed or withheld. The Company will be deemed to have given its consent 10 Business Days after the Existing Lender has requested it unless (A) such consent is expressly refused by the Company within that time on the basis that the New Lender is not a PMP, or (B) the Company has in good faith indicated that it is unable to determine whether the proposed New Lender qualifies as a PMP.

Changes to the Lenders. 24.1 23.1 Assignments and transfers by the Lenders (a) Lenders Subject to this Clause 2423, a Lender (the “Existing Lender”) may: (ia) assign all or part any of its rights; or (iib) transfer by novation all or part any of its rights and obligations, to any another bank or financial institution (the “New Lender”). (b) In case of a proposed assignment and/or transfer by an Existing Lender it shall, through the Facility Agent, notify the Dutch Borrower of the identity of any proposed New Lender at least 10 Business Days prior to the proposed Transfer Date in relation to such assignment and/or transfer. 24.2 23.2 Conditions of assignment or transfer (a) The consent of the Parent is required for an assignment or transfer by an Existing Lender, unless the assignment or transfer: (i) takes effect after the earliest of (x) five days after the initial Utilisation Date, (y) the date falling six Months after the date of this Agreement or (z) the date on which an Event of Default has occurred and is continuing; or (ii) is to another Lender or an Affiliate of a Lender. (b) The 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 five Business Days after the Existing Lender has requested it unless consent is expressly refused by the 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 on: (i) receipt by the Facility Agent and the Company of 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 Obligors as it would have been under if it was an Original Lender; and (ii) performance by the Agent of all necessary “know your customer” or other similar checks 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. (be) A transfer will only be effective if it is carried out in accordance with the procedure set out in Clause 24.5 23.5 (Procedure for transfer)) is complied with. (cf) 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 13 12 (Tax gross-upup and indemnities) or Clause 14 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. (d) For so long as it is a requirement of Dutch law that each Lender is a PMP: (i) any proposed New Lender shall provide the Dutch Borrowers, through the Facility Agent, with information in respect of itself with a view to enabling the Dutch Borrowers to verify its PMP status at least 10 Business Days prior to the proposed Transfer Date in relation to any assignment or transfer pursuant to which it would become a New Lender hereunder; (ii) unless the New Lender is a Verifiable PMP, the prior written consent of the Company is required for such assignment or transfer; and (iii) if the New Lender is not a Verifiable PMP the Company’s consent must not be unreasonably delayed or withheld. The Company will be deemed to have given its consent 10 Business Days after the Existing Lender has requested it unless (A) such consent is expressly refused by the Company within that time on the basis that the New Lender is not a PMP, or (B) the Company has in good faith indicated that it is unable to determine whether the proposed New Lender qualifies as a PMP.

Changes to the Lenders. 24.1 Assignments Cessions and transfers delegations by the Lenders (a) Lenders Subject to this Clause 2423, a Lender (the “Existing Lender”) may: (i) assign all or part of its rights; or (ii) transfer by novation all or part 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, purchasing or investing in loans, securities or other financial assets (the New Lender). The Parent hereby consents to any bank or financial institution (the “New Lender”). (b) In case splitting of claims which may arise as a result of a proposed assignment and/or transfer Transfer permitted by this Agreement. Conditions of Transfer The consent of the Parent is required for Transfer by an Existing Lender, unless the Transfer: 23. 3.1.1 is to another Lender it shall, through the Facility Agent, notify the Dutch Borrower or an Affiliate of a Lender; or 23. 3.1.2 takes effect at a time when an Event of Default has occurred and is continuing. The consent of the identity of any proposed New Lender at least 10 Parent to a Transfer (if required) must not be unreasonably withheld or delayed. The Parent will be deemed to have given its consent 5 (five) Business Days prior to after the proposed Transfer Date in relation to such assignment and/or transfer. 24.2 Conditions of assignment or transfer (a) An assignment will only be effective on receipt Existing Lender has requested it unless consent is expressly refused by the Facility Agent and the Company of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) Parent within that the New Lender will assume the same obligations to the other Finance Parties and the Obligors as it would have been under if it was an Original Lender. (b) time. A transfer Transfer will only be effective if it is carried out in accordance with the procedure set out in Clause 24.5 23.6 (Procedure for transfer)) is complied with. If: 23. (c) 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 13 12 (Tax grossGross-upup and Indemnities) or Clause 14 13 (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 Transfer or change had not occurred. (d) For so long as . 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 requirement of Dutch law that each Lender is a PMP: (i) any proposed Lender. - 73 - WA2 ZAR RCF 2023.CONFORMED COPY.EXECUTION COPY Transfer fee The New Lender shall provide shall, on the Dutch Borrowersdate upon which a Transfer takes effect, through pay to the Facility Agent (for its own account) a fee of ZAR10,000.00 (Ten Thousand Rand), unless the Facility Agent, with information in respect its sole discretion, agrees to waive the payment of itself with a view to enabling the Dutch Borrowers to verify its PMP status at least 10 Business Days prior such fee. Limitation of responsibility of Existing Lenders Unless expressly agreed to the proposed Transfer Date in relation contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to any assignment or transfer pursuant to which it would become a New Lender hereunder;for: 23. 5.1.1 the legality, validity, effectiveness, adequacy or enforceability of the 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 under the Finance Documents or any other documents; or 23. 5.1.4 the accuracy of any statements (iiwhether written or oral) unless made in or in connection with any Finance Document or any other document, and any representations or warranties implied by law are excluded. Each New Lender confirms to the Existing Lender and the other Finance Parties that it: 23. 5.2.1 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 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 23. 5.2.2 will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force. Nothing in any Finance Document obliges an Existing Lender to: 23. 5.3.1 accept a re-transfer from a New Lender of any of the rights and obligations transferred under this Clause 23; or 23. 5.3.2 support any losses directly or indirectly incurred by the New Lender is a Verifiable PMP, the prior written consent by reason of the Company non- performance by any Obligor of its obligations under the Finance Documents or otherwise. Procedure for transfer Subject to the conditions set out in Clause 23.3 (Conditions of transfer) a Transfer is required for such assignment or transfereffected in accordance with Clause 23.6.3 below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to Clause 23.6.2 below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this 6.3.1 to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents, each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the Discharged Rights and Obligations); and23. (iii) if 6.3.2 each of the Obligors and the New Lender is not a Verifiable PMP shall assume obligations towards one another and/or acquire rights against one another which differ from the Company’s consent must not be unreasonably delayed or withheld. The Company will be deemed to have given its consent 10 Business Days after the Existing Lender has requested it unless (A) such consent is expressly refused by the Company within Discharged Rights and Obligations only insofar as that time on the basis that Obligor and the New Lender is not a PMP, or (B) have assumed and/or acquired the Company has same in good faith indicated place of that it is unable to determine whether Obligor and the proposed New Lender qualifies as a PMPExisting Lender; 23.