DATE: 27 MARCH 2013 AMENDED AND RESTATED GLOBAL INTERCREDITOR AGREEMENT between, amongst others ATLATSA RESOURCES CORPORATION as Parent PLATEAU RESOURCES PROPRIETARY LIMITED as Borrower and MICAWBER 634 PROPRIETARY LIMITED As Plateau Security SPV and...

SECTION 1: INTERPRETATION

1.

Definitions and interpretation

1.1

        Definitions

1.2

        Construction

1.3

        Inconsistencies with other Documents

1.4

        Financial assistance

SECTION 2: THE RELEVANT LIABILITIES

2.

Ranking of Relevant Liabilities

2.1

        Ranking of Relevant Liabilities

2.2

        Ranking of Relevant Liabilities unaffected

2.3

        Classes of certain Liabilities inter se:

3.

Senior Liabilities

3.1

        Payments in relation to Senior Liabilities

3.2

        Security

3.3

        Restrictions on Enforcement Action: Senior Liabilities

3.5

        Plateau Intercreditor Agreement

4.

Shareholder Liabilities

4.1

        Prohibited actions: Shareholder Liabilities

4.2

        Permitted Payments: Shareholder Liabilities

4.3

        Suspension of Permitted Payments: Shareholder Liabilities

4.4

        Restrictions on Enforcement Action: Shareholder Liabilities

4.5

        Turnover: Shareholder Liabilities

4.6

        No reduction or discharge

4.7

        Indemnity

4.8

        Subrogation: Shareholders

4.9

        Amendments and Transfers: Shareholders Documents

5.

Intra-Group Liabilities

5.1

        Prohibited actions: Intra-Group Liabilities

5.2

        Permitted Payments: Intra-Group Liabilities

5.3

        Permitted Security: Intra-Group LIABILITIES

5.4

        Suspension of Permitted Payments and Security: Intra-Group Liabilities

5.5

        Restriction on Enforcement Action: Intra-Group Liabilities

5.6

        Turnover: Intra-Group Liabilities

5.7

        subrogation: Intra-Group Creditors

SECTION 3: RANKING, ENFORCEMENT AND APPLICATION

6.

Ranking of SECURITY

6.1

        Ranking of Security

6.2

        Ranking of Relevant Liabilities unaffected

7.

Enforcement and other actions under Transaction Security Documents

7.1

        Instructions to a Security SPV

7.2

        Security SPV’s May Seek Instructions

7.3

        Instructions to Security SPV’s to be Binding

7.4

        Action on or before the Final Discharge Date

7.5

        Action after the Senior Discharge Date

7.6

        Exemption

7.7

        Authority of Security Agent

7.8

        All enforcement action through the Security Agent

8.

Subordination on insolvency

8.1

        Subordination

8.2

        Exercise of rights

9.

Application of proceeds

9.1

        Application (Opco Security SPV Security)

9.2

        Application (Plateau Security SPV Security)

9.3

        Application (Relevant Liabilities)

10.

Subordination protections

10.1

        Continuing subordination

10.2

        Avoidance of payments

10.3

        Waiver of defences

10.4

        Appropriations

11.

Preservation of controlled Liabilities

12.

No liability

SECTION 4: STATUS, REPRESENTATIONS AND UNDERTAKINGS

13.

Status of Obligors and Controlled Creditors

14.

Amendments, consents and override

14.1

        Changes to this Agreement

14.2

        Consents under Transaction Security Documents

14.3

        No objections

14.4

        Representations and warranties

15.

Information and other undertakings

15.1

        Defaults

15.2

        Waiver of Defaults

15.3

        Amount of Liabilities

15.4

        Other information

15.5

        Co-operation

15.6

        Registration and notice

15.7

        Consultation

15.8

        Ranking overseas

15.9

        Obligors’ Agent

15.10

        Holding Companies

SECTION 5: FINANCE PARTIES

15.11

        Appointment of the Senior Agent and duties of the Senior Agent

16.

Attorney

16.1

        Security Agent

16.2

        Ratification

17.

Security Agent

17.1

        Appointment of the Security Agent

17.2

        Duties of the Security Agent

17.3

        Role of the Security Agent

17.4

        No fiduciary duties

17.5

        Business with the Group

17.6

        Rights and discretions of the Security Agent

17.7

        Responsibility for documentation

17.8

        Exclusion of liability

17.9

        Indemnities to the Security Agent

17.10

        Resignation of the Security Agent

17.11

        Resignation of the Senior Agent

17.12

        Confidentiality

17.13

        Credit appraisal by the Secured Parties

17.14

        Deduction from amounts payable by the Security Agent

17.15

        Common parties

17.16

        Indemnity to the Security Agent

17.17

        Security Agent expenses

18.

Security SPVs

18.1

        No fiduciary duties

18.2

        Rights and discretions of a Security SPV

18.3

        Responsibility for documentation

18.4

        Exclusion of liability

18.5

        Indemnities to the Security SPV’s

18.6

        Confidentiality

18.7

        Credit appraisal by the Secured Parties

18.8

        Deduction from amounts payable by a Security SPV

18.9

        Security SPV expenses

19.

Security

19.1

        Definitions

19.2

        Retention of documents

19.3

        Indemnity out of Security Property

19.4

        Basis of distribution

19.5

        No duty to collect payments

19.6

        Appropriation

19.7

        Investments

19.8

        Suspense account

19.9

        Timing of distributions

19.10

        Delegation

19.11

        Unwinding

19.12

        Party

SECTION 6: CHANGES TO PARTIES

20.

Changes to Parties

20.1

        Assignment and transfers by Parties

20.2

        Assignments and transfers by Parties

20.3

        Hedge Counterparties

20.4

        Accession of Creditors

20.5

        Senior Agent Acting for Senior Finance Parties

20.6

        Notification by Security Agent

20.7

        Benefit of Agreement

SECTION 7: ADMINISTRATION

21.

Indemnity

22.

Notices

22.1

        Communication in Writing

22.2

        Notices

22.3

        Domicilia

22.4

        Electronic communication

22.5

        English Language

23.

Miscellaneous

23.1

        Certificates and determinations

23.2

        Severability

23.3

        Sole Record

23.4

        Co-operation

23.5

        Costs

23.6

        Remedies and waivers

23.7

        Discharge of Relevant Liabilities

23.8

        Counterparts

23.9

        Failure to execute

24.

Governing law

25.

Enforcement

25.1

        Jurisdiction

26.

Amendment and Restatement of the Original Agreement

Schedule 1

            Accession Agreement

schedule 2

            Matters requiring all Senior Lender consent

SIGNATURE PAGE

ATLATSA RESOURCES CORPORATION (previously known as Anooraq Resources Corporation), a limited liability company incorporated under the laws of the Province of British Columbia, Canada with registration no. 10022-2033 (the “Parent”);

CAMIPATH PROPRIETARY LIMITED (to be renamed Atlatsa Corporate Services South Africa Proprietary Limited) a private limited liability company incorporated under the laws of South Africa with registration no. 2012/146949/07 (Atlatsa Corporate Services);

N1C RESOURCES INC., a limited liability company incorporated under the laws of the Cayman Islands with registration no. CR-94610 (“N1C Resources”);

N2C RESOURCES INC., a limited liability company incorporated under the laws of the Cayman Islands with registration no. CR-94611 (“N2C Resources”);

PLATEAU RESOURCES PROPRIETARY LIMITED a limited liability company incorporated under the laws of South Africa with registration number 1996/013879/07 (the “Borrower”);

BOKONI PLATINUM HOLDINGS PROPRIETARY LIMITED, a limited liability company incorporated under the laws of South Africa with registration number 2007/016711/07 (“Holdco”);

BOKONI PLATINUM MINES PROPRIETARY LIMITED a limited liability company incorporated under the laws of South Africa with registration number 2007/016001/07 (“Opco”);

MICAWBER 634 PROPRIETARY LIMITED a limited liability company incorporated under the laws of South Africa with registration number 2007/025445/07 (the “Plateau Security SPV”);

MICAWBER 603 PROPRIETARY LIMITED a limited liability company incorporated under the laws of South Africa with registration number 2007/019599/07 (the “Opco Security SPV”);

RUSTENBURG PLATINUM MINES LIMITED a limited liability company incorporated under the laws of South Africa with registration number 1931/003380/06 (“RPM”, the “Senior Agent”, the “Security Agent” and the “Working Capital Lender”);

PELAWAN FINANCE SPV PROPRIETARY LIMITED, a limited liability company incorporated under the laws of South Africa with registration no 2006/032879/07 (“Pelawan SPV”); and

THE PELAWAN DIVIDEND TRUST an inter vivos trust established under the laws of South Africa with Master’s Reference No. IT8410/2004, represented by TUMELO MOATLHODI MOTSISI and ASNA ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in their respective capacities as trustees, for the time being, for and on behalf of the Pelawan Dividend Trust (“Pelewan Dividend Trust”).

DEFINITIONS AND INTERPRETATION

DEFINITIONS

“Accession Agreement” means a supplemental agreement to this Agreement substantially in the form set out in Schedule 1 (Accession Agreement), with such amendments as the Security Agent may approve or reasonably require.

“Affiliate” means “Affiliate” as defined in the Senior Facilities Agreement.

“Borrower Group” means the Borrower, Holdco, Opco and each of their respective direct or indirect subsidiaries for the time.

“Cash Equivalent Investments” has the meaning given to it in the Senior Facilities Agreement;

“Closing Date” means “Closing Date” as defined in the Implementation Agreement.

“Consent” means any consent, release, approval, waiver, amendment or other similar action.

“Constitutional Documents” means “Constitutional Documents” as defined in the Senior Facilities Agreement.

“Controlled Creditor” means the Shareholders in respect of the Shareholder Liabilities and the Intra-Group Creditors as Creditors in respect of the Intra-Group Liabilities;

“Controlled Liabilities” means the Shareholders Liabilities and the Intra-Group Liabilities;

“Creditors” means the Senior Finance Parties, Pelawan SPV, the Shareholders and the Intra-Group Creditors,

“Default” means a “Default” as defined in the Senior Facilities Agreement or a “Default” as defined in the Working Capital Facility Agreement.

“Distribution” means any payment (whether directly or by way of set-off or otherwise) by or, distribution of assets of, any member of the Borrower Group, whether in cash, property, securities or otherwise.

“Enforcement Action” means, in relation to any Liabilities, any lawful action whatsoever to:

demand early payment (payment prior to a scheduled payment date), demand early redemption (redemption prior to a scheduled redemption date), declare prematurely due and payable or otherwise seek to accelerate payment of or redemption of or place on demand all or any part of such Liabilities;

recover all or any part of such Liabilities (including by set-off (whether by operation of law or otherwise), combination of accounts;

exercise or enforce any rights under any guarantee, indemnity, put option, or other assurance in relation to (or given in support of) all or any part of such Liabilities;

exercise or enforce any rights under any Security whatsoever (including, without limitation, the taking of proceedings for the perfection of Security or attachment of assets) which secures or purports to secure such Liabilities (including, without limitation, any Transaction Security);

apply, petition or vote for (or take any other steps which may lead to) an Insolvency Event in relation to any Obligor or member of the Borrower Group or any suspension of payments or moratorium of any Financial Indebtedness of any Obligor or member of the Borrower Group or any analogous procedure or step in any jurisdiction; or

commence legal proceedings against any Obligor or member of the Borrower Group.

“Enforcement Date” means the date on which any Shareholder, any Security SPY, the Security Agent, the Senior Agent or any other Senior Finance Party first takes Enforcement Action in relation to any of the Relevant Liabilities.

“Event of Default” means an “Event of Default” as defined in the Senior Facilities Agreement or an “Event of Default” as defined in the Working Capital Facility Agreement.

“Final Discharge Date” means the date on which the Senior Agent is satisfied that all Senior Liabilities have been fully discharged and all commitments of the Senior Finance Parties to the Obligors have expired in accordance with the Finance Documents.

“Finance Documents” means:

at all times prior to the June 2009 Finance Document Discharge Date, the “Finance Documents” as defined in the Senior Facilities Agreement and the June 2009 Finance Documents; and

at all times after the June 2009 Finance Document Discharge Date, the “Finance Documents” as defined in the Senior Facilities Agreement.

“Holdco Group” means “Holdco Group” as defined in the Senior Facilities Agreement.

“Implementation Agreement” means the “Implementation Agreement” as defined in the Senior Facilities Agreement.

“Insolvency Event” means, in relation to an Obligor, any event or circumstance specified as such in clauses 23.6 (Insolvency) to 23.8 (Creditors’process) of the Senior Facilities Agreement.

“Instructing Creditor” means:

On or before the June 2009 Finance Documents Discharge Date, RPM

after the June 2009 Finance Documents Discharge Date, but on or before the Final Discharge Date, the Senior Agent (acting on the instructions of the Majority Lenders; provided that if the Senior Agent has notified the Working Capital Facility Lender and the Security Agent that it is satisfied that all the Senior Liabilities in relation to the Senior Facilities Agreement have been fully discharged and all commitments of the Senior Lenders to the Obligors have expired in accordance with the Senior Facilities Agreement, then the Senior Agent shall act on the instructions of the Working Capital Facility Lender); and

after the Final Discharge Date, N2C Resources.

“Intra-Group Agreements” means this Agreement and any document or agreement, including book entries, (written or otherwise) evidencing any Intra-Group Liabilities payable or owing by a member of the Borrower Group to any other member of the Borrower Group.

“Intra-Group Creditors” means the Borrower, Holdco and Opco and those members of the Borrower Group that enter into an Accession Agreement in accordance with clause 20.4 (Accession of new Intra-Group Creditors) as an Intra-Group Creditor.

“Intra-Group Liabilities” means all Liabilities of a member of the Borrower Group to another member of the Borrower Group, including under the Subordinated Documents.

“June 2009 Finance Documents” means:

the “Finance Documents” as this term is defined in the June 2009 Senior Facilities Agreement; and

the June 2009 Senior Facilities Agreement, the OCSF Agreement, the RPM Plateau A Preference Share Subscription Agreement;

“June 2009 Finance Documents Discharge Date” means the date and time at which step 13 (Repayment of June 2009 Senior Facilities Agreement Outstandings) has been completed in accordance with the Implementation Agreement.

“June 2009 Finance Parties” means each (1) “Finance Party” as this term is defined in the June 2009 Senior Facilities Agreement and (2) “Finance Party” as this term is defined in the RPM Funding Common Terms Agreement.

“June 2009 Global Intercreditor Agreement” means the agreement entitled “Global Intercreditor Agreement”, dated 12 June 2009 and made between, amongst others, (1) the Parent, (2) N1C Resources, (3) N2C Resources, (4) the Borrower and (5) RPM.

“June 2009 Senior Facilities Agreement” means the “June 2009 Senior Facilities Agreement” as defined in the Senior Facilities Agreement.

“Legal Reservations” means “Legal Reservations” as defined in the Senior Facilities Agreement.

“Liabilities” means, in relation to a person, all obligations or liabilities of any kind of that person from time to time, whether they are to pay money or to perform (or not to perform) any other act; express or implied; present, future or contingent; joint or several; incurred as a principal or surety or in any other manner; originally owing to the person claiming performance or acquired by that person from someone else, together with:

all accruing interest, dividends and all related losses, fees, costs and other expenses;

any refinancing (including subsequent refinancings), novation or rescheduling of such liabilities or any part thereof;

any claim for breach of representation, warranty, undertaking or on an event of default or under any indemnity in connection with any relevant document or agreement;

any further advance or subscription which may be made under any document or agreement supplemental to any such document or agreement together with all related interest, dividends, losses, fees, costs and other expenses;

any claim for interest accruing or dividends accruing on or after the filing of any petition in bankruptcy or reorganisation whether or not a claim for post filing interest is allowed in such proceeding;

any claim for damages or restitution in the event of rescission of any such liabilities or otherwise in connection with any such document or agreement;

any claim flowing from any recovery of a payment or discharge in respect of such liabilities on the grounds of preference or otherwise; and

any amounts (such as post-insolvency interest) which would otherwise be included in any of the above but for their discharge, non-provability, unenforceability or non-allowability of the same in any insolvency or other proceedings.

“Majority Lenders” means “Majority Lenders” as defined in the Senior Facilities Agreement.

“N2C Resources Shareholder Loan Agreement” means “N2C Resources Shareholder Loan Agreement” as defined in the Senior Facilities Agreement.

“Obligor” means each “Obligor” as defined in the Senior Facilities Agreement.

“Opco Security SPV Counter Indemnity Agreements” means the Opco Security SPV Counter Indemnity Agreements” as defined in the Senior Facilities Agreement.

“Opco Security SPV Debt Guarantee” means each “Opco Security SPV Debt Guarantee” as defined in the Senior Facilities Agreement.

“Opco Security SPV Obligors” means the “Opco Security SPV Obligors” as defined in the Senior Facilities Agreement.

“Opco Security SPV Security” means each of the Transaction Security Documents in relation to Security given by an Opco Security SPV Obligor in favour of the Opco Security SPV.

“Party” means a party to this Agreement.

“Pelawan Dividend Trust” means the Pelawan Dividend Trust, an inter vivos trust established under the laws of South Africa with Master’s Reference No. IT8410/2004.

“Pelawan Dividend Trust Account” means the bank account notified by the Pelawan Dividend Trust to the Borrower, RPM and the Senior Agent.

“Periodic Repayment Obligations” means the “Periodic Repayment Obligations as defined in the Senior Facilities Agreement.

“Permitted Guarantee” means “Permitted Guarantee” as defined in the Senior Facility Agreement.

“Permitted Payments” means, in relation to the Shareholder Liabilities, the payments as permitted by clause 4.2 (Permitted Payments: Shareholder Liabilities).

“Permitted Transferee” means “Permitted Transferee” as defined in the Senior Facilities Agreement.

“Plateau Security SPV Counter Indemnity Agreements” means the Plateau Security SPV Counter Indemnity Agreements” as defined in the Senior Facilities Agreement.

“Plateau Security SPV Debt Guarantee” means each “Plateau Security SPV Debt Guarantee” as defined in the Senior Facilities Agreement.

“Plateau Security SPV Obligors” means the “Plateau Security SPV Obligors” as defined in the Senior Facilities Agreement.

“Plateau Security SPV Security” means each of the Transaction Security Documents in relation to Security given by a Plateau Security SPV Obligor in favour of the Plateau Security SPV.

“Prohibited Distribution” means, in relation to the Controlled Liabilities:

any payment or repayment, purchase or acquisition, reduction or redemption (in whole or in part), of any of the Controlled Liabilities (whether in cash or in kind);

any Distribution in satisfaction (in whole or in part), of any of the Controlled Liabilities;

(save only to the extent it may be required to do so, or the same occurs automatically by operation of law, under any applicable law (not including, for the avoidance of doubt, under any contract)) any set-off against any of the Controlled Liabilities;

(without prejudice to the generality of (a) to (c) above) any dividend, or any money in redemption, reduction, repayment, purchase, cancellation or other extinguishment of any share capital or any other Distribution in respect of such share capital to any person (including, without limitation, to the Shareholders or an Intra-Group Creditor) or interest in respect of, or the repayment, redemption or purchase of, any loan stock and loan notes or similar instrument issued by any Obligor,

“Project Company” means “Project Company” as defined in the Senior Facilities Agreement.

“Relevant Liabilities” means the Senior Liabilities and the Shareholder Liabilities (as applicable).

“Relevant Percentage” means the percentage which is required to ensure compliance with the Authorisations provided by the Financial Surveillance Department of the South African Reserve Bank when remitting funds to N2C Resources.

“RPM Plateau A Preference Share Subscription Agreement” means “RPM Plateau A Preference Share Subscription Agreement” as defined in the RPM Funding Common terms Agreement.

“RPM Funding Common Terms Agreement” means “RPM Funding Common Terms Agreement” as this term is defined in the Senior Facilities Agreement.

“Secured Assets” means “Secured Assets” as defined in the Senior Facilities Agreement.

“Secured Party” means each Senior Finance Party.

“Security Provider” means each Obligor which has provided or purported to provide security pursuant to any Transaction Security Document.

“Security” means “Security” as defined in the Senior Facilities Agreement.

“Security SPV” means any of the Plateau Security SPV and the Opco Security SPV.

“Senior Declared Default” means an Event of Default which has resulted in the Senior Agent exercising any of its rights under clause 23.20 (Acceleration) of the Senior Facilities Agreement.

“Senior Enforcement Action” means, in relation to any Senior Liabilities, any action whatsoever to:

direct the Security Agent and/or either Security SPV to sell any assets under the terms of the Transaction Security to any person;

apply, petition or vote for (or take any other steps which may lead to) an Insolvency Event in relation to any Obligor or any member of the Holdco Group or any suspension of payments or moratorium of any Financial

Indebtedness of any Obligor or any member of the Holdco Group or any analogous procedure or step in any jurisdiction; or

commence legal proceedings against any Obligor or any member of the Holdco Group.

“Senior Facilities Agreement” means the ZAR2 300 000 000 plus the Tranche 1 Amount (inclusive of capitalised interest) term facility agreement dated on or about the date of this Agreement and made between, amongst others, the Parent, N1C Resources, N2C Resources, the Borrower, Holdco, Opco, each Security SPV, the Senior Lenders, the Senior Agent and the Security Agent.

“Senior Finance Party” means:

at all times prior to the June 2009 Finance Document Discharge Date, the Working Capital Facility Lender, the June 2009 Finance Parties and each “Finance Party” as defined in the Senior Facilities Agreement; and

at all times after the June 2009 Finance Document Discharge Date, the Working Capital Facility Lender and each “Finance Party” as defined in the Senior Facilities Agreement,

“Senior Lenders” means the “Lenders” as defined in the Senior Facilities Agreement.

“Senior Liabilities” means all the Liabilities of any Obligor to any Senior Finance Party in connection with any of the Finance Documents.

“Service Agreements(s)” means “Service Agreement(s)” as defined in the Senior Facilities Agreement.

“Shareholder Loan Documents” means “Shareholder Loan Documents” as defined in the Senior Facilities Agreement.

“Shareholders” means the ▇▇▇▇▇▇, ▇▇▇ Resources and N2C Resources or any of their Affiliates, other than any member of the Borrower Group.

“Shareholders Documents” means this Agreement, the Shareholder Loan Documents, Umbrella Services Agreement, the Services Agreements, the Acquisition Documents and any other document or agreement (including Constitutional Documents) providing for the payment of any amount by any member of the Borrower Group to a Shareholder (or any of its Affiliates, other than members of the Borrower Group).

“Shareholders Liabilities” means all Liabilities of each member of the Borrower Group to any Shareholder including in connection with any of the Shareholders Documents and including any dividends or other Distributions and any amount payable to any Shareholder on a liquidation or other insolvency of any member of the Borrower Group or in respect of any advisory, monitoring, management or other fees or expenses.

“Subordinated Documents” means the Shareholders Documents or any other document (other than a Finance Document) or agreement (written or otherwise) providing for, or giving rise to, the payment of any amount by any member of the Borrower Group or N2C Resources to any Shareholder (or any of its Affiliates) or any Intra-Group Creditor.

“Tranche 1 Amount” means the “Tranche 1 Amount” as defined in the Senior Facilities Agreement.

“Transaction Documents” means “Transaction Documents” as defined in the Senior Facilities Agreement.

“Transaction Security” means the Security created or purported to be created under or pursuant to the Transaction Security Documents.

“Transaction Security Documents” means each of the “Transaction Security Documents” as defined in the Senior Facilities Agreement.

“Transferee” has the meaning given to it in clause 20.2.1 (Assignments and transfers by Parties).

“Treasury Transaction” means “Treasury Transaction” as defined in the Senior Facilities Agreement.

“Turnover Receipts” means, in relation to the Controlled Liabilities:

any receipt or recovery of a payment or other Distribution of any kind whatsoever in respect, or on account, of any Controlled Liabilities which is not permitted by, or which is in breach of, or contrary to the terms of, this Agreement;

any receipt or recovery of proceeds pursuant to any Enforcement Action;

any payment or other Distribution of any kind whatsoever in relation to the purchase or other acquisition of any Controlled Liabilities;

any Controlled Liabilities that are discharged by set-off (whether by operation of law or otherwise), combination of accounts, conversion of preference shares into ordinary shares or otherwise and which is not otherwise permitted by the provisions of this Agreement;

any receipt or recovery of a payment or other Distribution as a result of the occurrence of an Insolvency Event in respect of any Obligor;

any Permitted Payment being made on the basis of financial information contained in any management accounts and following which the audited financial statements or report delivered pursuant to clauses 20.1 (Financial Statements) or 203 (Provision and contents of Compliance Certificate) of the Senior Facilities Agreement show that such financial information was incorrect and that had such audited financial statements and report been taken into account rather than such management accounts then such payment should not (taking account of the position subsequently shown) have been payable in accordance with this Agreement; and

any payment which is made to a shareholder of Holdco in breach of the Holdco Shareholders Agreement.

“Umbrella Services Agreement” means “Umbrella Services Agreement” as defined in the Senior Facilities Agreement.

“Working Capital Facility Agreement” means “Working Capital Facility Agreement” as defined in the Senior Facilities Agreement.

“Working Capital Facility Lender” means the lender under the Working Capital Facility Agreement from time to time.

CONSTRUCTION

Unless a contrary indication appears, a reference in this Agreement to:

the “Borrower”, “Holdco”, “N1C Resources”, “N2C Resources”, any “Obligor”, “Opco”, any “Security Provider”, the “Parent”, any “Project Company”, “RPM”, the “Security Agent”, the “Senior Agent”, the “Senior Finance Parties”, any “Senior Lender”, any “Shareholder”, any other person which accedes to this Agreement in accordance with clause 20 (Changes to Parties) or any other person shall be construed to include its successors in title, permitted assigns and permitted transferees and, in the case of the Senior Agent and the Security Agent, any person for the time being appointed as Senior Agent or Security Agent in accordance with the Finance Documents;

(or to any provision of) a “Finance Document” or “Subordinated Document” or any other agreement or instrument is a reference to the Finance Document or the Subordinated Document (as applicable), that provision or other agreement or instrument as in force for the time being and as from time to time amended, restated, supplemented or novated (however fundamentally including by any increase in amounts owing or available to be utilised under such document or any change to the parties thereto) and (where such consent is, by the terms of this

Agreement or the relevant document, required to be obtained as a condition to such amendment being permitted) with the prior written consent of RPM, the Senior Agent and/or any other relevant Senior Finance Parties;

any preference share subscription agreement, shall be construed to include the relevant terms of issue referred to in or contemplated by any such preference share subscription agreement;

a provision of law is a reference to that provision as amended or re-enacted;

a time of the day is a reference to London time;

“including” means including without limitation; and

words importing the plural shall include the singular and vice versa.

Section, clause and Schedule headings are for ease of reference only.

Unless a contrary indication appears, words and expressions defined and construction in the Senior Facilities Agreement shall have the same meaning when used in this Agreement.

Except as expressly provided for in this Agreement, no provision of this Agreement constitutes a stipulation for the benefit of any person who is not a Party to this Agreement.

INCONSISTENCIES WITH OTHER DOCUMENTS

Save as expressly provided to the contrary in this Agreement:

if there is an inconsistency between the provisions of this Agreement (regarding subordination, permitted payments, turnover, ranking, application of proceeds and amendments only) and any other Finance Document, Shareholders Document or any agreement constituting the Intra-Group Liabilities, this Agreement will prevail; and

if there is an inconsistency between the provisions of this Agreement (regarding any provision relating to the appointment of and/or the rights and/or obligations of the Senior Agent and/or the Security Agent) and the June 2009 Senior Facilities Agreement or the June 2009 Global Intercreditor Agreement, this Agreement will prevail.

FINANCIAL ASSISTANCE

RANKING OF RELEVANT LIABILITIES

RANKING OF RELEVANT LIABILITIES

first, the Senior Liabilities; and

second, the Shareholder Liabilities.

RANKING OF RELEVANT LIABILITIES UNAFFECTED

the order of registration, notice or execution of any Transaction Security Document or other document;

when any Relevant Liability is incurred;

whether or when any person is obliged to advance any Relevant Liability;

any fluctuation in the outstanding amount of, or any intermediate discharge of, any Relevant Liability;

the creation in favour of any person, in accordance with this Agreement, of any additional Security over the undertaking, properties or assets of the Obligors (or any of them); and

any contrary provisions in any other Finance Document or any other Transaction Document.

CLASSES OF CERTAIN LIABILITIES INTER SE:

The Senior Liabilities, the Shareholder Liabilities and the Intra-Group Liabilities shall not be secured, except:

to the extent secured by the Transaction Security Documents; and

Intra-Group Liabilities constituted between the Project Companies to the extent permitted by the Senior Facilities Agreement; or

as otherwise provided for in this Agreement.

SENIOR LIABILITIES

PAYMENTS IN RELATION TO SENIOR LIABILITIES

SECURITY

RESTRICTIONS ON ENFORCEMENT ACTION: SENIOR LIABILITIES

Each of the Senior Finance Parties agrees that:

the Working Capital Facility Lender shall not take, and shall not direct the Security Agent to take, any Senior Enforcement Action without the prior written consent of the Senior Lenders; and

without prejudice to the rights and obligations of the Security Agent under the Finance Documents (and until such time as the Senior Agent has notified the Working Capital Facility Lender and the Security Agent that it is satisfied that all the Senior Liabilities in relation to the Senior Facilities Agreement have been fully discharged and all commitments of the Senior Lenders to the Obligors have expired in accordance with the Senior Facilities Agreement), the Senior Agent, acting in accordance with the instructions of the Majority Lenders, shall have the sole and exclusive rights to instruct the Security Agent on all matters under this Agreement and the other Finance Documents.

If for any reason the Senior Agent or any Security SPV is not entitled to take any action or exercise any powers given to it under this Agreement or any other Finance Document, the relevant Senior Finance Parties undertake to take any action and exercise any powers which the Senior Agent or the relevant Security SPV reasonably requires from them. The relevant Senior Finance Parties shall not be responsible to any other Senior Finance Party for any action taken or exercise of power which the Senior Agent or Security SPV reasonably requires.

PLATEAU INTERCREDITOR AGREEMENT

the Senior Finance Parties may enter into the Plateau Intercreditor Agreement, which will regulate the rights and obligations of the Senior Finance Parties under the Finance Documents; provided that such agreement may not be entered into without the prior consent of the Borrower (such consent not to be unreasonably withheld or delayed) if it (either originally or by way of permitted amendment to such agreement without the consent of the Borrower):

imposes new or additional obligations or Liabilities on the Obligors; or

changes the basis upon which any Permitted Payments or Permitted Distributions (as defined in the Senior Facilities Agreement) are calculated (including the timing, currency or amount of such payments) or the definition of Majority Lender (as defined in the Senior Facilities Agreement); or

changes the all Senior Lender consent provisions set out in Schedule 2 to this Agreement;

any person which is not a party to the Plateau Intercreditor Agreement shall have no rights or obligations under the Plateau Intercreditor Agreement; and

as between the parties to the Plateau Intercreditor Agreement, insofar as there may be a conflict between the provisions of this Agreement or any other Finance Document, and the Plateau Intercreditor Agreement, the provisions of the Plateau Intercreditor Agreement shall, to the extent of inconsistency, prevail.

SHAREHOLDER LIABILITIES

PROHIBITED ACTIONS: SHAREHOLDER LIABILITIES

no member of the Borrower Group may enter into any contract or other arrangement with any Shareholder without the prior consent of the Instructing Creditor;

no Obligor will make, and each Obligor will procure that none of its Subsidiaries will make, and no Shareholder will receive, any Prohibited Distribution in respect, or on account, of the Shareholder Liabilities;

no Obligor will, and each Obligor will procure that none of its Subsidiaries will, create or permit to subsist and no Shareholder will receive, any Security over any asset of the Borrower or any members of the Borrower Group or give or permit to subsist any guarantee in respect, or on account, of any part of the Shareholder Liabilities;

no Shareholder will claim or rank as a creditor in the insolvency, winding-up, bankruptcy or liquidation of any member of the Borrower Group other than in circumstances in which that Shareholder may otherwise permanently lose its rights to file a claim against the relevant member of the Borrower Group if a claim is not filed at that time, provided that any amount received by a Shareholder pursuant to such claim, shall be deposited into a special single purpose proceeds account nominated for this purpose by the Security Agent (each a “Proceeds Account”) and the proceeds standing to the credit of any such Proceeds Account shall be applied by the Security Agent in accordance with the priority of payments referred to in clause 9 (Application of Proceeds);

no Obligor will, and each Obligor will procure that none of its Subsidiaries will, take or omit to take, and no Shareholder will take or omit to take any action whereby the ranking and/or subordination contemplated by this Agreement may be impaired;

no Obligor will, and each Obligor will procure that none of its Subsidiaries will, and no Shareholder will charge, assign or otherwise transfer rights and/or obligations under any Shareholders Documents; and

no Shareholder will exercise its voting rights as shareholder of any Obligor so as to permit or require any Obligor to make any Prohibited Distribution,

PERMITTED PAYMENTS: SHAREHOLDER LIABILITIES

Prior to the Final Discharge Date and subject to clause 4.3 (Suspension of Permitted Payments: Shareholder Liabilities), a member of the Borrower Group may make, and a Shareholder may receive, in respect, or on account, of the Shareholder Liabilities:

any payment which does not constitute a Prohibited Distribution or is otherwise in breach of any provision of this Agreement or any other Finance Document; provided that in relation to:

any payment by the Borrower to N2C Resources under the N2C Resources Shareholder Loan Agreement; or

the payment of any dividend to N2C Resources by the Borrower, such payment constitutes a Permitted Distribution; and

an amount equal to the Relevant Percentage of the proceeds of that dividend payment are duly credited (on behalf of N2C Resources) to the Pelawan Dividend Trust Account.

After the Final Discharge Date, all payments and repayments of principal, interest and all other amounts in respect, or on account, of the Shareholders Liabilities shall be made in accordance with the Shareholders Documents.

SUSPENSION OF PERMITTED PAYMENTS: SHAREHOLDER LIABILITIES

RESTRICTIONS ON ENFORCEMENT ACTION: SHAREHOLDER LIABILITIES

TURNOVER: SHAREHOLDER LIABILITIES

NO REDUCTION OR DISCHARGE

INDEMNITY

SUBROGATION: SHAREHOLDERS

Until after the Final Discharge Date, the Shareholders will not in any circumstances be subrogated to any right of the Senior Finance Parties or any Security or guarantee arising under the Finance Documents in respect of the Shareholder Liabilities.

After the Final Discharge Date, each Senior Finance Party will give such assistance to the applicable Shareholders as they may reasonably require in exercising those rights of subrogation (including a cession of such rights), provided that each such Senior Finance Party is indemnified on demand to its reasonable satisfaction by the Shareholders against any costs, expenses and liabilities that it incurs, and which are properly evidenced in relation to giving that assistance.

AMENDMENTS AND TRANSFERS: SHAREHOLDERS DOCUMENTS

amend any Shareholders Documents which would make any principal, interest, or other Distribution or other sum payable under any Shareholders Documents on a date earlier or more frequently than that provided in the relevant Shareholders Document at the date of this Agreement;

amend any Shareholders Documents which would result in any Obligor being subject to more onerous obligations (including without limitation financial covenants) as a whole than those existing at the date of this Agreement or which would conflict with any provision of this Agreement;

charge, assign or otherwise transfer rights and/or obligations under any Shareholders Document; or

refinance the Liabilities of the Borrower under the N2C Resources Shareholder Loan Agreement,

INTRA-GROUP LIABILITIES

PROHIBITED ACTIONS: INTRA-GROUP LIABILITIES

no member of the Borrower Group may enter into any contract or other arrangement with any other member of the Borrower Group without the prior consent of the Instructing Creditor;

no member of the Borrower Group will, and each other Obligor will procure that no member of the Borrower Group will, make, and no member of the Borrower Group will receive any Prohibited Distribution in respect, or on account, of the Intra-Group Liabilities;

no member of the Borrower Group will, and each Obligor will procure that no member of the Borrower Group will, create or permit to subsist, and no member of the Borrower Group will receive from any other member of the Borrower Group, any Security over any asset of any member of the Borrower Group or give or permit to subsist any guarantee in respect, or on account, of any part of the Intra-Group Liabilities other than under the Finance Documents;

no member of the Borrower Group will, and each Obligor will procure that no member of the Borrower Group will, take or omit to take, and no member of the Borrower Group will take or omit to take, any action with respect to the applicable Intra-Group Liabilities whereby the ranking and/or subordination contemplated by this Agreement may be impaired;

no member of the Borrower Group will, and each Obligor will procure that no member of the Borrower Group or any of their Affiliates will, take any action whereby any Intra-Group Liabilities are evidenced by a negotiable instrument;

no member of the Borrower Group will convert and each Obligor will procure that no member of the Borrower Group or any of their Affiliates will convert, any Intra-Group Liabilities into shares of an Obligor other than pursuant to the transactions to be implemented as the Closing Date and identified in the Implementation Agreement; and

no member of the Borrower Group will, and each Obligor will procure that no member of the Borrower Group or any of its Subsidiaries will, charge,

assign or otherwise transfer rights and/or obligations under any Intra-Group Agreement except pursuant to any of the Transaction Security Documents,

Permitted Payments: Intra-Group Liabilities

PERMITTED SECURITY: INTRA-GROUP LIABILITIES

Prior to the Final Discharge Date a Project Company may create or permit to subsist, and any other Project Company may receive from any other Project Company, any Security over any asset of any Project Company or give or permit to subsist any guarantee, on account of any part of any Intra-Group Liabilities constituted between each or any Project Company provided, in each case, there is no recourse to any other member of the Borrower Group and provided such Security constitutes Permitted Security.

Opco may create or permit to subsist, and the Borrower and Holdco may receive from Opco, a back to back counter indemnity of any Intra Group Liabilities constituted between Opco and the Borrower or Holdco (as the case may be) in connection with any Permitted Guarantee entered into by the Borrower or Holdco (as the case may be) in favour of a third party for the obligations of Opco pursuant to paragraph (c) of the definition of Permitted Guarantee (as defined in the Senior Facilities Agreement).

SUSPENSION OF PERMITTED PAYMENTS AND SECURITY: INTRA-GROUP LIABILITIES

RESTRICTION ON ENFORCEMENT ACTION: INTRA-GROUP LIABILITIES

no member of the Borrower Group may take Enforcement Action in relation to any Intra-Group Liabilities without the prior written consent of the Security Agent (acting on the instructions of the Instructing Creditor); and

upon the occurrence of an Event of Default which is not capable of being remedied within any applicable cure period, each member of the Borrower Group will, and the Obligors shall ensure that the relevant members of the Borrower Group will, take any Enforcement Action in relation to the Intra-Group Liabilities which the Security Agent directs it to take and, if so required by the Security Agent, shall (to the extent the relevant member of the Holdco Group is able) amend, waive or release the Intra-Group Liabilities owed to it by other members of the Borrower Group and/or terms applicable to it in such manner and to such extent as the Security Agent may direct.

TURNOVER: INTRA-GROUP LIABILITIES

SUBROGATION: INTRA-GROUP CREDITORS

Until after the Final Discharge Date, the members of the Borrower Group will not (and the Obligors shall procure that the relevant member of the Borrower Group will not) in any circumstances be subrogated to any right of the Senior Finance Parties or any Security or guarantee arising under the Finance Documents.

After the Final Discharge Date, each Senior Finance Party will give such assistance to the applicable members of the Borrower Group as they may require in exercising those rights of subrogation (including a cession of such rights) provided that each such Senior Finance Party is indemnified on

demand to its reasonable satisfaction by the Borrower Group against any costs, expenses and liabilities it incurs, and which are properly evidenced in relation or giving that assistance.

3: RANKING, ENFORCEMENT AND APPLICATION

RANKING OF SECURITY

RANKING OF SECURITY

RANKING OF RELEVANT LIABILITIES UNAFFECTED

the order of registration, notice or execution of any Transaction Security Document or other document;

when any Relevant Liability is incurred;

whether or when a Creditor is obliged to advance any Liability;

any fluctuation in the outstanding amount of, or any intermediate discharge of, any Relevant Liability;

the creation in favour of any Creditor, in accordance with this Agreement, of any additional Security over the undertaking, properties or assets of the Obligors (or any of them) or any perfection or attachment proceedings in relation to any asset or assets which is or are (as the case may be) expressed to be subject to any Transaction Security Document; or

any contrary provisions in any Finance Document or any Subordinated Document.

ENFORCEMENT AND OTHER ACTIONS UNDER TRANSACTION SECURITY DOCUMENTS

INSTRUCTIONS TO A SECURITY SPV

Each of the Parties agree that, without prejudice to the rights and obligations of the Plateau Security SPV or the Opco Security SPV under

the Finance Documents and unless not legally possible, the Security Agent shall have the sole and exclusive right to make claims against the Plateau Security SPV and the Opco Security SPV under the Plateau Security SPV Debt Guarantee and the Opco Security SPV Debt Guarantee, respectively, on behalf of the relevant Secured Parties, to instruct the Plateau Security SPV and/or the Opco Security SPV (as the case may be) to exercise any or all of the remedies or any of its rights, powers, authorities or discretions granted in the Finance Documents, and/or to commence, pursue, conclude or settle any legal proceedings against the Borrower, any other Obligor or any other security provider in any applicable jurisdiction on behalf of the Secured Parties or any of them in connection with the Finance Documents.

Each Security SPV shall comply with the instructions of the Security Agent as referred to in clause 7.1.1 above as to the enforcement by it of any or all of the Transaction Security or of any other remedies or the exercise by it of any of its rights, powers, authorities or discretions or the performance of any of its duties, obligations and responsibilities under any of the Finance Documents.

Each Security SPV shall refrain from enforcing the Transaction Security unless otherwise directed to do so by the Security Agent.

The Security Agent in instructing the Plateau Security SPV or the Opco Security SPV (as applicable) pursuant to clause 7.1.1 and 7.1.2 above shall act on the instructions of the relevant Parties as referred to in clause 3.3 (Restrictions on Enforcement Action: Senior Liabilities), clause 7.4 (Action on or before the Final Discharge Date) and clause 7.5 (Action after the Final Discharge Date).

SECURITY SPV’S MAY SEEK INSTRUCTIONS

INSTRUCTIONS TO SECURITY SPV’S TO BE BINDING

ACTION ON OR BEFORE THE FINAL DISCHARGE DATE

ACTION AFTER THE SENIOR DISCHARGE DATE

EXEMPTION

No Senior Finance Party shall be responsible to any other Party for any instructions given or not given to the Security Agent in relation to the Transaction Security Documents, provided in each case they act in good faith and in accordance with their obligations under the Finance Documents.

Any instructions given in accordance with clause 7.4 (Action on or before the Final Discharge Date) shall be binding on all the Creditors provided that the Security Agent is not authorised to act on behalf of a Senior Finance Party or any Shareholder (without first obtaining that person’s consent) in any legal, insolvency or arbitration proceedings relating to any Finance Document, any Shareholders Document or this Agreement.

Subject to any mandatory provisions of law, none of the Security Agent and the Senior Finance Parties shall be responsible to any other Party, for (a) any or any order or manner or particular time of Enforcement Action (unless such Enforcement Action is taken contrary to the terms of this Agreement), (b) failure to take Enforcement Action, or (c) failure to maximise the proceeds of any Enforcement Action, and any of the Security Agent or any other Party (as applicable) may cease any such Enforcement Action at any time.

In the absence of, or while awaiting, instructions from the Senior Agent or other Party (as applicable under this clause 7), (including in exceptional circumstances where time does not permit any agent obtaining instructions from the Senior Agent or other relevant Party and urgent action is required) the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Senior Finance Parties in accordance with their priorities.

AUTHORITY OF SECURITY AGENT

If in connection with any Enforcement Action:

the Security Agent sells or otherwise disposes of (or proposes to sell or otherwise dispose of) any asset under any Transaction Security Document; or

the Borrower, any Obligor or any other member of the Borrower Group sells or otherwise disposes of (or proposes to sell or otherwise dispose of) any asset at the request or direction of the Security Agent,

the Security Agent may, at the cost and expense of the Obligors, and is irrevocably hereby authorised by each Creditor to release in any manner whatsoever any Transaction Security created or purported to be created over the relevant asset.

Each Creditor hereby irrevocably authorises the Security Agent to release in any manner whatsoever any Security and any guarantee upon the sale or disposal of any asset (including shares) otherwise than pursuant to an Enforcement Action provided that such sale or disposal is in compliance with the terms of the Finance Documents (including as a result of any Consent in accordance with any Finance Document) and such release is a condition of the terms of such sale or disposal or is otherwise necessary in order for such sale or disposal to be completed.

Each Party acknowledges and agrees to the provisions of clause 35.2 (Exceptions) of the Senior Facilities Agreement and any equivalent provision in any of the Transaction Security Documents.

Each Creditor hereby undertakes in favour of the Security Agent to promptly execute any releases or other documents and take any action which the Security Agent may reasonably require in order to facilitate or to give effect to any Enforcement Action permitted under this Agreement.

The release of any Obligor or member of the Borrower Group as contemplated in clauses 7.7.1 to 7.7.3 will not affect or otherwise reduce the obligations and/or liabilities of any other Obligor or member of the Borrower Group to the relevant Creditors.

ALL ENFORCEMENT ACTION THROUGH THE SECURITY AGENT

SUBORDINATION ON INSOLVENCY

SUBORDINATION

At any time on or before the Final Discharge Date, upon the occurrence of an Insolvency Event that has occurred to or in respect of any Obligor, then in connection with the Shareholder Liabilities:

claims against the relevant Obligor will be subordinate in right of payment to the claims against such Obligor in respect of the Senior Liabilities and the Shareholder Liabilities shall rank in the order of priority set out in clause 2.1 (Ranking of Relevant Liabilities);

no Shareholder shall, unless otherwise directed by the Instructing Creditor or as permitted by clause 8.1.2, prove for the Shareholder Liabilities until the Senior Liabilities have first been paid or discharged in full (and for all purposes any Distribution received by the Senior Finance Parties shall only be taken to discharge the Senior Liabilities to the extent of the actual amount received by the Senior Finance Parties); and

if any Shareholder is directed by the Instructing Creditor to prove for the Shareholder Liabilities then it shall act in accordance with such directions and shall procure (including, without limitation, the granting of a power of attorney) that any resultant Distributions shall be made by the liquidator of the relevant Obligor, or any other person making the Distribution, to the Senior Agent to the extent necessary to repay all the Senior Liabilities in full.

A Shareholder shall be entitled to prove claims in relation to Shareholder Liabilities, which would otherwise be prohibited by the provisions of this clause 8.1 (Subordination) in circumstances in which such Shareholder may otherwise permanently lose its right to file a claim against the relevant member of the Borrower Group if a claim is not filed at that time, provided that any amount received by such Shareholder pursuant to such a claim, shall be deposited into a special single purpose proceeds account held in the name of the relevant recovering Creditor nominated for this purpose by the Security Agent (a “Proceeds Account”) and the proceeds standing to the credit of any such Proceeds Account shall be applied by or on the instructions of the Security Agent in accordance with the provisions of clause 9 (Application of Proceeds).

EXERCISE OF RIGHTS

Without prejudice to the rest of clause 8.2, on or after the occurrence of an Event of Default that is not capable of being remedied or has not been

remedied within any applicable cure period in the relevant Finance Document, the Security Agent is irrevocably authorised by the Shareholders, on their behalf to:

receive Distributions of any kind whatsoever in respect, or on account, of,

the Shareholder Liabilities due from any Obligor.

Upon the occurrence of any Insolvency Event that has occurred to or in respect of the Borrower, the Security Agent is irrevocably authorised by the Shareholders on their behalf to:

take any Enforcement Action in accordance with this Agreement in relation to demand, claim, enforce, prove and give receipt for;

file claims and proofs, give receipts and take all proceedings and do all things which the Security Agent considers reasonably necessary to recover; and

collect and receive Distributions of any kind whatsoever in respect, or on account, of,

the Shareholder Liabilities due from the Borrower.

Upon the occurrence of any Insolvency Event that has occurred to or in respect of Holdco or Opco, the Security Agent subject to the restrictions referred to in clauses 4 (Shareholder Liabilities) and 5 (Intra-Group Liabilities) is irrevocably authorised by the Shareholders on their behalf to:

take any Enforcement Action in accordance with this Agreement in relation to;

demand, claim, enforce, prove and give receipt for;

file claims and proofs, give receipt and take all proceedings and do all things which the Security Agent considers reasonably necessary to recover; and

collect and receive Distributions of any kind whatsoever in respect, or on account, of,

the Shareholder Liabilities.

If, for any reason whatsoever, the Security Agent is not entitled or elects not to take any such action mentioned in clause 8.2 (Exercise of rights) above, the relevant Shareholder(s) shall do so promptly on the request by the Security Agent.

Where a Shareholder is prohibited from proving for any Shareholder Liabilities under clauses 8.1 and such prohibition would result in that Shareholder permanently losing its right to file a claim and prove for the relevant Liabilities if such action is not taken at that time, the relevant Shareholder may (subject to the rights of the Security Agent under clause 8.2 (Exercise of rights)) file a claim and prove for such Liabilities to the extent necessary to prevent that Shareholder permanently losing the right to prove for any such Shareholder Liabilities provided, in each case, that any amounts received by the relevant Shareholder as a result of or pursuant to such action shall be treated in accordance with clause 4.5 (Turnover: Shareholder Liabilities), and 4.1 (Prohibited actions: Shareholders Liabilities) (as the case may be).

APPLICATION OF PROCEEDS

APPLICATION (OPCO SECURITY SPV SECURITY)

first, in payment of unpaid fees, costs and expenses and Liabilities (including interest on them recoverable under any Finance Documents) incurred by or on behalf of the Security Agent and the Opco Security SPV (and any receiver, attorney, adviser, delegate or agent appointed by them or either of them) and the remuneration of the Security Agent and the Opco Security SPV and their respective advisers, attorneys, delegates and agents under the above-mentioned agreements;

second, in payment of unpaid costs and expenses incurred by or on behalf of the Senior Finance Parties in connection with the enforcement of the Finance Documents;

third, in payment to the Security Agent for application, pro rata and pari passu towards unpaid and outstanding Senior Liabilities to the Senior Finance Parties, in the proportion which each Senior Finance Party’s share of the Senior Liabilities then unpaid and outstanding bears to all the Senior Liabilities then unpaid and outstanding, and until the Senior Liabilities are reduced to zero; and

fourth, in payment of the surplus (if any) to the Opco Security SPV Obligor(s) or other person(s) entitled to it,

APPLICATION (PLATEAU SECURITY SPV SECURITY)

first, in payment of unpaid fees, costs and expenses and Liabilities (including interest on them recoverable any Finance Documents) incurred by or on behalf of the Security Agent and the Plateau Security SPV (and any receiver, attorney, adviser, delegate or agent appointed by them or either of them) and the remuneration of the Security Agent and the Plateau Security SPV and their respective advisers, attorneys, delegates and agents under the above-mentioned agreements;

second, in payment of unpaid costs and expenses incurred by or on behalf of the Senior Finance Parties in connection with the enforcement of the Finance Documents;

third, in payment to the Security Agent for application towards unpaid and outstanding Senior Liabilities to the Senior Finance Parties, in the proportion which each Senior Finance Party’s share of the Senior Liabilities then unpaid and outstanding bears to all the Senior Liabilities then unpaid and outstanding, and until the Senior Liabilities are reduced to zero; and

fourth, in payment of the surplus (if any) to the Plateau Security SPV Obligor(s) or other person(s) entitled to it.

APPLICATION (RELEVANT LIABILITIES)

SUBORDINATION PROTECTIONS

CONTINUING SUBORDINATION

AVOIDANCE OF PAYMENTS

the liability of each Obligor under this Agreement will continue as if the payment, release, avoidance or reduction had not occurred; and

the Security Agent or the relevant Security SPV (as applicable) will be entitled to recover the value or amount of that security or payment from each Obligor, as if the payment, release, avoidance or reduction had not occurred.

WAIVER OF DEFENCES

any time, waiver or consent granted to, or composition with, any Party or other person;

the release of a Party or any other person;

the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or Security over assets of, any Party or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any Transaction Security;

any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of a Party or any other person;

any amendment, supplement, novation, extension (whether of maturity or otherwise) or restatement (in each case however fundamental and of whatsoever nature) or replacement of a Finance Document, a Subordinated Document or any other document or Transaction Security;

any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Subordinated Document or any other document or Transaction Security; or

any insolvency, business rescue or similar proceedings.

APPROPRIATIONS

On or before the Final Discharge Date, each Senior Finance Party (or any agent on its behalf) may:

refrain from enforcing Transaction Security or rights held or received by it (or any agent on its behalf) in respect of the Senior Liabilities, or apply any moneys or other assets received or recovered by it under this Agreement or from any person against its Senior Liabilities in any order or manner it thinks fit; and

hold in an interest-bearing suspense account any moneys or other assets received from any person, unless or until such moneys or other assets received or recovered by it under the relevant Finance Documents or under this Agreement in aggregate are sufficient to bring about the Final Discharge Date provided that when the amount of moneys received in respect of Senior Liabilities are sufficient to bring about the Final Discharge Date, that amount shall be applied against the Senior Liabilities.

PRESERVATION OF CONTROLLED LIABILITIES

Notwithstanding any term of this Agreement postponing, subordinating or preventing the payment of all or any part of the Controlled Liabilities, the relevant Controlled Liabilities shall, as between the Obligors and the Controlled Creditors, be deemed to remain owing or due and payable (and interest, default interest or indemnity payments shall continue to accrue) in accordance with the relevant Finance Documents or Subordinated Documents (as applicable).

No failure on the part of any Controlled Creditor to exercise, nor any delay in exercising, any right or remedy under any relevant Finance Document, or any Subordinated Document (as applicable) by reason of any term of this Agreement postponing, restricting or preventing such exercise shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy by any Controlled Creditor.

NO LIABILITY

No Senior Finance Party will be liable to any Controlled Creditor for:

the manner of exercise or any non-exercise of its rights, remedies, powers, authorities or discretions under this Agreement (unless such liability is directly caused by its gross negligence, wilful default or fraud); or

any failure to collect or preserve any Controlled Liabilities or delay in doing so.

STATUS OF OBLIGORS AND CONTROLLED CREDITORS

AMENDMENTS, CONSENTS AND OVERRIDE

CHANGES TO THIS AGREEMENT

The provisions of this Agreement may not be amended or waived except by written agreement between the Senior Agent, the Borrower, N2C Resources and RPM. Any such agreement shall be entered into by such Parties in accordance with the terms of the relevant Finance Documents, including terms in respect of consents required from the relevant Creditors. No consent of any Obligor or Shareholders or other members of the Group is required for any such amendment or waiver unless, but subject to clause 14.2, it alters their obligations under this Agreement or the provisions relating to any payments permitted to be made by or to them under this Agreement.

The subordination provisions in clause 8.1 (Subordination) are exclusively for the benefit of the Senior Finance Parties and may be amended or waived by the Senior Finance Parties in accordance with the terms of the relevant Finance Documents including terms in respect of consents required from the relevant Creditors.

If the amendment or waiver may impose new or additional obligations on or withdraw or reduce the rights of any Party, the consent of that Party is required.

An amendment or waiver which relates to the rights or obligations of the Senior Agent, either Security SPV or the Security Agent may not be affected without the consent of the Senior Agent, the relevant Security SPV or the Security Agent (as applicable).

Any amendment or waiver given in accordance with this clause 14.1 will be binding on all parties and the Security Agent may effect, on behalf of the Senior Agent, Security SPV or any Creditor, any amendment or waiver permitted by this clause 14.1.

CONSENTS UNDER TRANSACTION SECURITY DOCUMENTS

NO OBJECTIONS

the Senior Finance Parties by reason of (a) any transaction entered into between any Senior Finance Party or and any member of the Borrower Group, (b) any Consent or (c) any requirement or condition imposed by or on behalf of any Senior Finance Party under any Finance Document or any other agreement; or

RPM by reason of (a) any transaction entered into between RPM and any member of the Borrower Group, (b) any Consent or (c) any requirement or condition imposed by or on behalf of RPM under any agreement,

REPRESENTATIONS AND WARRANTIES

it is duly incorporated (if a body corporate) and validly existing under the law of its jurisdiction of incorporation;

subject to the Legal Reservations, the obligations expressed to be assumed by it under this Agreement are legal, valid, binding and enforceable obligations;

the entry into, and performance by it of the terms of, this Agreement do not and will not conflict with:

any law or regulation applicable to it;

its Constitutional Documents; or

any agreement or instrument binding upon it or any of its assets;

it has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, this Agreement and the transactions contemplated by this Agreement;

all Authorisations required or desirable to make this Agreement admissible in evidence in the courts of South Africa and in the jurisdiction in which it is incorporated have been obtained or effected and are in full force and effect; and

the Subordinated Documents delivered to the Senior Agent pursuant to fulfilment of the conditions to utilisation under the Senior Facilities Agreement prior to the Closing Date contain all the terms and conditions of the Controlled Liabilities.

INFORMATION AND OTHER UNDERTAKINGS

DEFAULTS

Each Party will notify the Senior Agent of any Default, Event of Default, Senior Declared Default or breach of the provisions of this Agreement promptly upon that Party becoming aware of that Default, Event of Default or Senior Declared Default or breach,

The Senior Agent will notify the Parent of any formal request for instruction issued by it to the Senior Lenders or any other Senior Finance Party in connection with the Senior Agent exercising its rights under clause 23.20 (Acceleration) of the Senior Facilities Agreement to declare any loans due and payable (on demand or otherwise) or to exercise or direct the Security Agent and/or any Security SPV to sell any assets under the Transaction Security pursuant to any Enforcement Action and shall provide the Parent with a copy of that formal request if so requested by either such Party. Failure by the Senior Agent to give such notice to either Party shall not affect the efficacy of any subsequent instruction given by the Senior Lenders or any other Senior Finance Party.

WAIVER OF DEFAULTS

AMOUNT OF LIABILITIES

OTHER INFORMATION

CO-OPERATION

REGISTRATION AND NOTICE

CONSULTATION

before taking any formal steps to exercise any remedy against any member of the Borrower Group or taking other Enforcement Action; and

generally with regard to significant matters affecting the rights of the Parties as regulated by this Agreement,

RANKING OVERSEAS

OBLIGORS’ AGENT

HOLDING COMPANIES

The Borrower shall not (and the Shareholders shall procure that the Borrower shall not) trade, carry on any business, own any assets or incur any liabilities except for:

the provision of administrative services (excluding treasury services) to members of the Holdco Group of a type customarily provided by a holding company to its Subsidiaries;

ownership of shares in its direct Subsidiaries, intra-Group debit balances, intra-Group credit balances and other credit balances in bank accounts, cash and Cash Equivalent Investments but only if those shares, credit balances, cash and Cash Equivalent Investments are subject to the Transaction Security (in form and substance satisfactory to the Security Agent); and

any liabilities under the Transaction Documents to which it is a party and professional fees and administration costs in the ordinary course of business as a holding company.

Holdco shall not (and RPM, the Borrower, and the Shareholders shall procure that Holdco shall not) trade, carry on any business, own any assets or incur any liabilities except for:

the provision of administrative services (excluding treasury services) to other members of the Holdco Group of a type customarily provided by a holding company to its Subsidiaries;

ownership of shares in its direct Subsidiaries, intra-Group debit balances, intra-Group credit balances and other credit balances in bank accounts, cash and Cash Equivalent Investments but only if those shares (other than shares in the capital of each Project Company), credit balances, cash and Cash Equivalent Investments are subject to the Transaction Security (in form and substance satisfactory to the Security Agent); and

any liabilities under the Transaction Documents to which it is a party and professional fees and administration costs in the ordinary course of business as a holding company.

APPOINTMENT OF THE SENIOR AGENT AND DUTIES OF THE SENIOR AGENT

It is recorded that the Senior Lenders have appointed the Senior Agent in terms of the Senior Facilities Agreement to act as agent on their behalf.

The Working Capital Facility Lender hereby appoints the Senior Agent to act as its agent under and in connection with the Finance Documents and, to the extent applicable, the Transaction Security.

The Working Capital Facility Lender hereby authorises the Senior Agent:

to exercise the rights, powers, authorities and discretions specifically given to it under or in connection with the Finance Documents and the Transaction Security, together with any other incidental rights, powers, authorities and discretions;

to execute on behalf of the Working Capital Facility Lender, each of the Finance Documents and all other documents that may be approved by the Working Capital Facility Lender for execution by the Senior Agent; and

to appoint the Security Agent on its behalf, in order to perform the functions of Security Agent as contemplated by this Agreement.

The Working Capital Facility Lender acknowledges and agrees that it shall be bound by the actions of the Senior Agent under the Finance Documents.

ATTORNEY

SECURITY AGENT

RATIFICATION

SECURITY AGENT

APPOINTMENT OF THE SECURITY AGENT

Each Secured Party appoints the Security Agent to act as security agent under and in connection with the Finance Documents, the Transaction Security and this Agreement in relation to any Security.

Each Secured Party authorises the Security Agent to exercise the rights, powers, authorities and discretions specifically given to it under or in connection with the Finance Documents, the Transaction Security and this Agreement together with any other incidental rights, powers, authorities and discretions.

DUTIES OF THE SECURITY AGENT

Each relevant Secured Party shall promptly send to the Security Agent such certification as the Security Agent may reasonably require pursuant to clause 19.4 (Basis of distribution).

The duties of the Security Agent under the Finance Documents, the Transaction Security and this Agreement are solely mechanical and administrative in nature.

ROLE OF THE SECURITY AGENT

NO FIDUCIARY DUTIES

Nothing in this Agreement constitutes the Security Agent as an agent, trustee or fiduciary of any other person.

The Security Agent (in its capacity as such) shall not be bound to account to any Secured Party for any sum or the profit element of any sum contracted to be received by it in terms of the Finance Documents for its own account.

BUSINESS WITH THE GROUP

RIGHTS AND DISCRETIONS OF THE SECURITY AGENT

The Security Agent may rely on:

any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and

any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.

The Security Agent may assume (unless it has received notice to the contrary in its capacity as security agent or Security Agent for the Secured Parties) that:

no default, event of default or potential event of default, however described, has occurred under a Finance Document;

any right, power, authority or discretion vested in any Party or any group of Creditors or the Senior Finance Parties has not been exercised; and

any notice or request made by the Borrower is made on behalf of and with the consent and knowledge of all the Obligors.

The Security Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.

The Security Agent may act in relation to the Finance Documents, the Transaction Documents, the Transaction Security and this Agreement through its personnel and agents.

The Security Agent may disclose to any other Party any information it reasonably believes it has received as security agent under this Agreement and/or the Finance Documents.

Notwithstanding any other provision of any Finance Document, the Transaction Security or this Agreement to the contrary, the Security Agent is not obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation, or a breach of a fiduciary duty or duty of confidentiality.

RESPONSIBILITY FOR DOCUMENTATION

the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Senior Agent, any other Senior Finance Party, any Controlled Creditor, any Obligor or any other person given in or in connection with any Finance Document, the Subordinated Documents or this Agreement or any part of the Information Package;

the legality, validity, effectiveness, adequacy or enforceability of any Finance Document, any Subordinated Document, Transaction Security, Transaction Document or this Agreement or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Finance Document, any Subordinated Document, Transaction Security, Transaction Document or this Agreement;

(without prejudice to the following provisions) any failure or omission to perfect, or defect in perfecting, the Transaction Security, including:

failure to obtain any Authorisation for the execution, validity, enforceability or admissibility in evidence of any Transaction Security Document; or

failure to effect or procure registration of or otherwise protect or perfect any of the Transaction Security under any laws in any territory;

ascertaining whether all agreements and documents which should have been deposited with it (or the Senior Agent) under or pursuant to any of the Transaction Security Documents have been so deposited;

investigating or making any enquiry into the title of any Security Provider to any of the Transaction Security;

the failure to register any of the Transaction Security Documents in any relevant jurisdiction;

the failure to register any of the Transaction Security Documents in accordance with the provisions of the documents of title of any Security Provider to any of the Transaction Security;

the failure to take or require the Borrower or any other Obligor to take any steps to render any of the Transaction Security Documents effective as regards property or assets or to secure the creation of any ancillary security under the laws of the jurisdiction concerned;

(save as otherwise provided in this clause 17.7) taking or omitting to take any other action under or in relation to the Transaction Security Documents; or

the failure of any other Senior Finance Party, any Shareholder or other Obligor (as applicable) to perform or discharge any of its duties or obligations under the relevant Finance Documents or Subordinated Documents.

EXCLUSION OF LIABILITY

Without limiting clause 17.8.2, the Security Agent will not be liable for any action taken by it under or in connection with any Finance Document, any Transaction Document, the Transaction Security or this Agreement, unless directly caused by its gross negligence, wilful misconduct or fraud.

No Party (other than the Security Agent) may take any proceedings against any officer, employee or agent of the Security Agent in respect of any claim it might have against the Security Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document, any Transaction Document, the Transaction Security or this Agreement and any officer, employee or agent of the Security Agent may rely on this clause 17.8 as a stipulation for its benefit (stipulatio ▇▇▇▇▇▇) open for acceptance by it at any time and in any manner permitted by law.

The Security Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents or this Agreement to be paid by it if it has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by it for that purpose.

INDEMNITIES TO THE SECURITY AGENT

RESIGNATION OF THE SECURITY AGENT

The Security Agent may resign and appoint one of its Affiliates as successor by giving notice to the Senior Agent, the Borrower, RPM and each of the Secured Parties.

Alternatively, the Security Agent may resign by giving notice to the Senior Agent, the Borrower, RPM and each of the Secured Parties, in which case the Instructing Creditor may appoint a successor Security Agent, provided that the Instructing Creditor shall, where reasonably practicable, consult with RPM on the appointment of the successor Security Agent.

If the Instructing Creditor has not appointed a successor Security Agent in accordance with clause 17.10.2 within 30 days after notice of resignation has been given, the Security Agent (after consultation with the Senior Agent, the Borrower and RPM) may appoint a successor Security Agent.

The retiring Security Agent shall make available to its successor such documents and records and provide such assistance as its successor may reasonably request for the purposes of performing its functions as Security Agent under the Finance Documents, the Transaction Security and this Agreement.

The resignation notice of the Security Agent shall only take effect upon the appointment of a successor.

Upon the appointment of a successor, the retiring Security Agent (in its capacity as such) shall be discharged from any further obligation in respect of the Finance Documents, the Transaction Documents, the Transaction Security and this Agreement, but shall remain entitled to the benefit of this clause 17.10. Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

After consultation with the Borrower, the Instructing Creditor may, by notice to the Security Agent, require it to resign in accordance with clause 17.10.2. In this event, the Security Agent shall resign in accordance with clauses 17.10.2 and 17.10.5.

At any time after the appointment of a successor, the retiring Security Agent shall do and execute all acts, deeds and documents reasonably required by its successor to transfer to it (or its nominee, as it may direct) any property, assets and rights previously vested in the retiring Security Agent pursuant to the Transaction Security Documents and which shall not have vested in its successor by operation of law. All such acts, deeds and documents

shall be done or, as the case may be, executed at the cost of the retiring Security Agent.

RESIGNATION OF THE SENIOR AGENT

CONFIDENTIALITY

If applicable, the Security Agent (in acting as security agent for the Secured Parties) shall be regarded as acting through its respective security agency division which shall be treated as a separate entity from any other of its divisions or departments.

If applicable, if information is received by another division or department of the Security Agent, it may be treated as confidential to that division or department and the Security Agent shall not be deemed to have notice of it.

Notwithstanding any other provision of any Finance Document or other Transaction Document to the contrary, the Security Agent is not obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would or might in its reasonable opinion constitute a breach of any law or a breach of a fiduciary duty.

CREDIT APPRAISAL BY THE SECURED PARTIES

the financial condition, status and nature of each member of the Borrower Group;

the legality, validity, effectiveness, adequacy or enforceability of any Finance Document, any Transaction Document, the Transaction Security or any other agreement, Security, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document, any Transaction Document, the Transaction Security or this Agreement;

whether that Secured Party has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in

connection with any Finance Document, any Transaction Document, the Transaction Security or this Agreement, the transactions contemplated by the Finance Documents, the Transaction Documents, the Transaction Security or this Agreement or any other agreement, Security, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document, any Transaction Document, the Transaction Security or this Agreement;

the adequacy, accuracy and/or completeness of the Information Package and any other information provided by the Security Agent, any Party or by any other person under or in connection with any Finance Document, any Transaction Document, the Transaction Security or this Agreement, the transactions contemplated by the Finance Documents, the Transaction Documents, the Transaction Security or this Agreement or any other agreement, Security, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document, the Transaction Documents, the Transaction Security or this Agreement; and

the right or title of any person in or to, or the value or sufficiency of any part of the Secured Assets, the priority of any of the Transaction Security or the existence of any Security affecting the Secured Assets.

DEDUCTION FROM AMOUNTS PAYABLE BY THE SECURITY AGENT

COMMON PARTIES

INDEMNITY TO THE SECURITY AGENT

investigating any event which it reasonably believes is a default, an event of default or potential event of default, however described; or

acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised by N2C Resources, RPM, the Borrower, any Shareholder or any other Obligor (or their respective officers, agent or employees).

SECURITY AGENT EXPENSES

SECURITY SPVS

NO FIDUCIARY DUTIES

RIGHTS AND DISCRETIONS OF A SECURITY SPV

RESPONSIBILITY FOR DOCUMENTATION

the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Security Agent, the Senior Agent any other Senior Finance Party, RPM any Obligor or any other person given in or in connection with any Finance Document, any Transaction Document, this Agreement or any part of the Information Package;

the legality, validity, effectiveness, adequacy or enforceability of any Finance Document, Transaction Security, Transaction Document or this Agreement or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Finance Document, Transaction Security, Transaction Document or this Agreement;

(without prejudice to the following provisions) any failure or omission to perfect, or defect in perfecting, the Transaction Security, including:

failure to obtain any Authorisation for the execution, validity, enforceability or admissibility in evidence of any Transaction Security Document; or

failure to effect or procure registration of or otherwise protect or perfect any of the Transaction Security under any laws in any territory;

ascertaining whether all deeds and documents which should have been deposited with it under or pursuant to any of the Transaction Security Documents have been so deposited;

investigating or making any enquiry into the title of any Obligor to any of the Transaction Security;

the failure to register any of the Transaction Security Documents in any relevant jurisdiction;

the failure to register any of the Transaction Security Documents in accordance with the provisions of the documents of title of any Obligor to any of the Transaction Security;

the failure to take or require the Borrower or any other Obligor to take any steps to render any of the Transaction Security Documents effective as regards property or assets (including property and assets in South Africa) or to secure the creation of any ancillary charge under the laws of the jurisdiction concerned;

(save as otherwise provided in this clause 18.3) taking or omitting to take any other action under or in relation to the Transaction Security Documents; or

the failure of any other Senior Finance Party, RPM or any Obligor to perform or discharge any of its duties or obligations under the relevant Finance Documents.

EXCLUSION OF LIABILITY

Without limiting clause 18.4.2, a Security SPV will not be liable for any action taken by it under or in connection with any Finance Document, any

Transaction Document, the Transaction Security or this Agreement, unless directly caused by its gross negligence, wilful misconduct or fraud.

No Party (other than a Security SPV) may take any proceedings against any officer, employee or agent of the relevant Security SPV in respect of any claim it might have against the relevant Security SPV or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document, any Transaction Document, the Transaction Security or this Agreement and any officer, employee or agent of the relevant Security SPV may rely on this clause 18.4.2 as a stipulation for its benefit (stipulatio ▇▇▇▇▇▇) open for acceptance by it at any time and in any manner permitted by law.

A Security SPV will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents or this Agreement to be paid by it if it has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by it for that purpose.

Nothing in this Agreement shall oblige a Security SPV to carry out any “know your customer” or other checks in relation to any person on behalf of any Secured Party and each Secured Party confirms to each Security SPV that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the a Security SPV.

INDEMNITIES TO THE SECURITY SPV’S

CONFIDENTIALITY

CREDIT APPRAISAL BY THE SECURED PARTIES

the financial condition, status and nature of each member of the Borrower Group;

the legality, validity, effectiveness, adequacy or enforceability of any Finance Document, any Transaction Document, the Transaction Security or any other agreement, Security, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document, any Transaction Document, the Transaction Security or this Agreement;

whether that Secured Party has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Finance Document, any Transaction Document, the Transaction Security or this Agreement, the transactions contemplated by the Finance Documents, any Transaction Document, the Transaction Security or this Agreement or any other agreement, Security, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document, any Transaction Document, the Transaction Security or this Agreement;

the adequacy, accuracy and/or completeness of any information provided by the Security Agent, any Party or by any other person under or in connection with any Finance Document, any Transaction Document, the Transaction Security or this Agreement, the transactions contemplated by the Finance Documents, any Transaction Document, the Transaction Security or this Agreement or any other agreement, Security, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document, any Transaction Document, the Transaction Security or this Agreement; and

the right or title of any person in or to, or the value or sufficiency of any part of the Secured Assets, the priority of any of the Transaction Security or the existence of any Security affecting the Secured Assets.

DEDUCTION FROM AMOUNTS PAYABLE BY A SECURITY SPV

SECURITY SPV EXPENSES

SECURITY

DEFINITIONS

“Security Property” means all right, title and interest in, to and under any Transaction Security Document, including:

the assets over which Security is expressed to be created pursuant to any Transaction Security Document (the “Secured Assets”);

the benefit of the undertakings in any Transaction Security Document; and

all sums received or recovered by the Security Agent or either Security SPV pursuant to any Transaction Security Document and any assets representing the same.

RETENTION OF DOCUMENTS

INDEMNITY OUT OF SECURITY PROPERTY

BASIS OF DISTRIBUTION

To enable it to make any distribution, the Security Agent may fix a date as at which the amount of any Liabilities is to be calculated and may require, and rely on, a certificate from any Party giving details of:

any sums due or owing to any Party as at that date; and

such other matters as it thinks fit.

The Senior Finance Parties, N2C Resources, the Borrower, Holdco and Opco shall provide the Security Agent with such written information as it may reasonably require for the purposes of carrying out its duties and obligations under the Transaction Security Documents and, where appropriate, with such necessary directions in writing so as to enable the Security Agent to make the calculations and applications contemplated by clause 9 (Application of proceeds) and to apply amounts received under, and the proceeds of realisation of, the Transaction Security Documents as contemplated by the Transaction Security Documents and clause 9 (Application of proceeds).

NO DUTY TO COLLECT PAYMENTS

to ensure that any payment or other financial benefit in respect of any of the Secured Assets or any Relevant Liabilities or any Controlled Liabilities is duly and punctually paid, received or collected; or

to ensure the taking up of any (or any offer of any) stocks, shares, rights, moneys or other property accruing or offered at any time by way of interest, dividend, redemption, bonus, rights, preference, option, warrant or otherwise in respect of any of the Secured Assets or any Relevant Liabilities or any Controlled Liabilities.

APPROPRIATION

Each Party irrevocably waives any right to appropriate any payment to, or other sum received, recovered or held by, the Security Agent in or towards payment of any particular part of the Relevant Liabilities or Controlled Liabilities (as the case may be) and agrees that the Security Agent shall have the exclusive right to do so.

Clause 19.6.1 will override any application made or purported to be made by any other person.

INVESTMENTS

be invested in any investment of a non-speculative nature;

be deposited at such bank or institution (including (if applicable) itself, any other Senior Finance Party or any Affiliate of any Senior Finance Party) as it thinks fit,

SUSPENSE ACCOUNT

hold in an interest bearing suspense account any moneys received by it from any Party; and

invest an amount equal to the balance from time to time standing to the credit of that suspense account in any of the investments authorised by clause 19.7 (Investments).

TIMING OF DISTRIBUTIONS

DELEGATION

The Security Agent may:

employ and pay an agent selected by it to transact or conduct any business and to do all acts required to be done by it (including the receipt and payment of money);

delegate to any person on any terms (including power to sub-delegate) all or any of its functions; and

with the prior consent of the Instructing Creditor, appoint, on such terms as it may determine, or remove, any person to act either as separate or joint security agent with those rights and obligations vested in the Security Agent by this Agreement or any Transaction Security Document.

The Security Agent will not be:

responsible to anyone for any misconduct or omission by any agent, delegate or security agent appointed by it pursuant to clause 19.10.1; or

bound to supervise the proceedings or acts of any such agent, delegate or security agent,

UNWINDING

PARTY

CHANGES TO PARTIES

ASSIGNMENT AND TRANSFERS BY PARTIES

ASSIGNMENTS AND TRANSFERS BY PARTIES

A Party (in this capacity the “Transferor”) may (x) if the Instructing Creditor has given its prior written consent therefore or (y) in terms of a transfer by a Senior Finance Party to a Permitted Transferee, cede, assign, delegate or transfer any of its rights and/or obligations under this Agreement to another person (a “Transferee”) to whom a Transferor is permitted to cede, assign, delegate or transfer rights, benefits and obligations under the applicable Transaction Documents.

A cession, assignment, delegation or transfer will only be effective if the Security Agent executes an Accession Agreement duly completed and signed on behalf of the Transferee under which the Transferee agrees to be bound by all of the terms of this Agreement as if it had originally been party to this Agreement.

Each Party (other than the Transferee) irrevocably authorises the Security Agent to execute on its behalf any Accession Agreement which has been duly completed and executed on behalf of the Transferee.

HEDGE COUNTERPARTIES

ACCESSION OF CREDITORS

In addition to the obligations of the Shareholders in clause 4.9, the Parent will procure that any member of the Borrower Group or other person (a “New Obligor”) which grants any Security or guarantee in respect of, or otherwise becomes liable for, any Controlled Liabilities after the date of this

Agreement will promptly complete, sign and deliver to the Security Agent an Accession Agreement under which the New Obligor agrees to be bound by all of the terms of this Agreement as if it had originally been a party to this Agreement as an Obligor.

Each Party (other than the New Obligor) irrevocably authorises the Security Agent to execute on its behalf any Accession Agreement which has been duly completed and signed on behalf of that New Obligor.

SENIOR AGENT ACTING FOR SENIOR FINANCE PARTIES

The Parties acknowledge and agree that the Senior Agent is authorised by each Senior Finance Party amongst others, to:

enter into this agreement as the Agent of the Senior Finance Parties under this Agreement;

to exercise the rights, powers, authorities and discretions specifically given to the Senior Finance Parties under or in connection with this Agreement together with any other incidental rights, powers, authorities and discretions on behalf of the Senior Finance Parties.

Accordingly it shall not be necessary for a Senior Finance Party which is not directly a Party to this Agreement to become a Party to this Agreement and all instructions to the Senior Agent relating to the exercise of the rights, powers, authorities and discretions given to the Senior Agent or the other Senior Finance Parties in connection with this Agreement shall be given by the Senior Finance Parties under the Senior Facilities Agreement and the Plateau Intercreditor Agreement, as applicable and the Senior Finance Parties shall be bound by the actions of the Senior Agent under this Agreement.

NOTIFICATION BY SECURITY AGENT

BENEFIT OF AGREEMENT

INDEMNITY

The Obligors will indemnify each of the Senior Finance Parties on demand from and against (a) any reasonable cost, loss or liability incurred and properly evidenced by each such Senior Finance Party (otherwise than by reason of its gross negligence, wilful misconduct or fraud) in connection with the negotiation, preparation, execution, amendment, release, performance and/or (b) subject to any binding court order to the contrary, any costs, loss or liability reasonably incurred by each such Senior Finance Party (otherwise than by reason of its gross negligence, wilful misconduct or fraud) in connection with the enforcement or attempted enforcement of, or preservation of any such parties rights’ under, this Agreement, including any present or future stamp or other taxes or duties and any penalties or interest with respect thereto which may be imposed by any competent jurisdiction in connection with the execution or enforcement of this Agreement or in consequence of any payment being made under and in terms of this Agreement (whether made by an Obligor or a third person) being impeached or declared void for any reason whatsoever.

Amounts payable under clause 21 (Indemnity) which are not paid on demand shall carry default interest at the default rate referred to in clause 14.3 (Default interest) of the Senior Facilities Agreement both before and after judgment, from the date of demand and shall form part of the applicable Relevant Liabilities. All such default interest shall be compounded monthly in arrears.

NOTICES

COMMUNICATION IN WRITING

NOTICES

Each Party chooses the address set out opposite its name below as its address to which any written notice in connection with this Agreement may be addressed.

Atlatsa Resources Corporation

Plateau

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Telefax No.:

(011) 883 0836

Attention:

The Company Secretary

N1C Resources Inc.

Plateau

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Telefax No.:

(011) 883 0836

Attention:

The Company Secretary

N2C Resources Inc.

Plateau

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Telefax No.:

(011) 883 0836

Attention:

The Company Secretary

Plateau Resources Proprietary Limited

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Telefax No.:

(011) 883 0836

Attention:

The Company Secretary

Bokoni Platinum Holdings Proprietary Limited ▇/▇ ▇▇▇▇▇▇▇

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Telefax No.:

(011) 883 0836

Attention:

The Company Secretary

Bokoni Platinum Mines Proprietary Limited ▇/▇ ▇▇▇▇▇▇▇

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Telefax No.:

(011) 883 0836

Attention:

The Company Secretary