GLOBAL INTERCREDITOR AGREEMENT

ANOORAQ RESOURCES CORPORATION (the “Parent”);

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 (the “Borrower”);

RICHTRAU NO. 179 (PROPRIETARY) LIMITED (“Holdco”);

RICHTRAU NO. 177 (PROPRIETARY) LIMITED (“Opco”);

MICAWBER 634 (PROPRIETARY) LIMITED (the “Plateau Security SPV”);

MICAWBER 603 (PROPRIETARY) LIMITED (the “Opco Security SPV”);

RUSTENBURG PLATINUM MINES LIMITED (“RPM”);

STANDARD CHARTERED BANK as agent for the Senior Lenders, the Security SPVs and the Plateau Hedge Counterparties (the “Senior Agent”);

STANDARD CHARTERED BANK as original security agent for the Secured Parties (the “Security Agent”); 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.

DEFINITIONS AND INTERPRETATION

Definitions

In this Agreement, unless the context otherwise requires:

“A Preference Share Equity Claims” means all of the Liabilities of the Borrower to RPM in connection with the RPM Plateau A Preference Share Subscription Agreement and the Plateau A Preference Shares.

first, (x) credit into the Borrower Business Account for application in or towards payment of administrative, operating and capital expenditure together with taxes or provision for taxes which will become payable prior to the next Payment Date and/or (y) from 1 January 2012 only, credit to an account of the Parent in connection with the administrative, operating and capital expenditure requirements of the Parent and up to an amount of ZAR17,500,000 (Indexed) in any Financial Year (provided no amount may be so credited to an account of the Parent at any time prior to 31 December 2011), provided such credit and expenditure in relation to (x) and (y):

does not give rise to an Event of Default; and

is funded out of the payments received by it under the Umbrella Services Agreement and/or the Service(s) Agreements, provided that the relevant expenditure financed from the proceeds of these agreements does not exceed the maximum aggregate amount of the Plateau Limit in any Financial Year; or

second, in or towards payment of any unpaid fees, costs, expenses and disbursements due by the Borrower to the Senior Finance Parties;

third, in or towards payment of any sum due but unpaid under the Plateau Hedging Documents;

fourth, in or towards payment of accrued but unpaid interest in relation to current or prior interest periods (including capitalised interest) under the Senior Facilities Agreement such that the Borrower is able to service any such interest on the Interest Payment Date for each Loan;

fifth, in or towards payment of current or prior years scheduled but unpaid capital under the Senior Facilities Agreement such that the Borrower is able to service (i) all Repayment Instalments due under the Senior Facilities Agreement on the Repayment Date for each Loan and (ii) any mandatory prepayment obligation on its due date of prepayment;

sixth, in or towards payment of any unpaid fees, costs, expenses and disbursements due by the Borrower to RPM under the RPM Finance Documents;

seventh, in or towards payment of accrued but unpaid interest in relation to current or prior interest periods in respect of the RPM Standby Facility Agreement such that the Borrower is able to service any such interest on the RPM Interest Payment Date for each loan thereunder;

eighth, in or towards payment of unpaid capital under the RPM Standby Facility Agreement on the relevant RPM Repayment Date;

ninth, in or towards the payment of accrued but unpaid interest in relation to current or prior interest periods in respect of the RPM Operating Cash Flow Shortfall Facility Agreement such that the Borrower is able to service any such interest on the RPM Interest Payment Date for each loan thereunder;

tenth, in or towards the payment of any unpaid capital under the RPM Operating Cash Flow Shortfall Facility Agreement on the relevant RPM Repayment Date;

eleventh, in or towards the payment of a dividend on a RPM Dividend Payment Date in relation to the Plateau A Preference Shares in relation to current or prior dividend periods in respect of the RPM Plateau A Preference Share Subscription Agreement (up to the extent permitted by law);

twelfth, in or towards the payment on a RPM Dividend Payment Date of a redemption amount or provision for redemption of the whole or any part of the Plateau A Preference

Shares in accordance with the provisions of the RPM Plateau A Preference Share Subscription Agreement and any amount of such provision may be paid by the Borrower into a separate bank account which shall not form part of the Transaction Security;

thirteenth, in or towards the payment of any unpaid fees, costs and expenses due by the Borrower to N2C Resources under the N2C Resources Shareholder Loan Agreement;

fourteenth, in or towards the payment of accrued but unpaid interest in relation to current or prior interest periods in respect of Shareholder Liabilities under the N2C Resources Shareholder Loan Agreement such that the Borrower is able to service any such interest on the N2C Resources Interest Payment Date for each loan thereunder;

fifteenth, in or towards the payment of current or prior years scheduled but unpaid capital under the N2C Resources Shareholder Loan Agreement such that the Borrower is able to service all repayment instalments due under the N2C Resources Shareholder Loan Agreement on the N2C Resources Repayment Date for each loan thereunder;

sixteenth, in or towards the payment of a dividend by the Borrower to N2C Resources provided such payment does not give rise to an Event of Default,

on or before the Senior Discharge Date, RPM as Creditor in respect of the RPM Restricted Liabilities, the Shareholders in respect of the Shareholder Liabilities and the Intra-Group Creditors as Creditors in respect of the Intra-Group Restricted Liabilities;

after the Senior Discharge Date and on or before the RPM Discharge Date, the Shareholders and the Intra-Group Creditors.

on or before the Senior Discharge Date, the RPM Restricted Liabilities, the Shareholders Liabilities and the Intra-Group Restricted Liabilities;

after the Senior Discharge Date but on or before the RPM Discharge Date, the Shareholder Liabilities and the Intra-Group Liabilities.

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, provided that a demand for or the receipt or recovery by a Creditor of amounts representing Relevant Liabilities in accordance with the priorities reflected in the Cash Waterfalls and which are Permitted Payments, shall not of itself, constitute Enforcement Action;

recover all or any part of such Liabilities (including by set-off (whether by operation of law or otherwise), combination of accounts provided that a demand for or the receipt or recovery by a Creditor of amounts representing Relevant Liabilities in accordance with the

priorities reflected in the Cash Waterfalls and which are Permitted Payments, shall not of itself, constitute Enforcement Action;

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.

first, in or towards payment of administrative, operating and capital expenditure together with taxes or provision for taxes which will become payable prior to the next Payment Date, provided such expenditure:

does not give rise to an Event of Default; and

is funded out of the payments received by it under the Umbrella Services Agreement and/or the Service(s) Agreements, provided that the relevant expenditure financed from the proceeds of these agreements does not exceed the maximum aggregate amount of the Holdco Limit in any Financial Year;

second, in or towards payment of any unpaid fees, costs, expenses and disbursements or other additional amounts (other than interest or capital) due by Holdco to (x) the Borrower under the Plateau Funding Loan Agreement (including, without limitation, all costs, charges, expenses and disbursements of the Senior Finance Parties passed on by the Borrower to Holdco under the Plateau Funding Loan Agreement) and (y) RPM under the RPM Funding Loan Agreement, pro rata and pari passu as between (x) and (y);

third, service of accrued but unpaid current or prior years’ accumulated interest under the Holdco Funding Loan Agreements pro rata to the proportion that the Plateau Holdco

Capital Liabilities and RPM Holdco Capital Liabilities bear to Total Holdco Capital Liabilities such that Holdco is able to service any such interest on the Holdco Payment Date for each loan thereunder;

fourth, service of current or prior years’ scheduled but unpaid capital under the Holdco Funding Loan Agreements pro rata to the proportion that the Plateau Holdco Capital Liabilities and RPM Holdco Capital Liabilities bear to Total Holdco Capital Liabilities such that Holdco is able to service all repayment instalments due under the Holdco Funding Loan Agreements on the Holdco Payment Date for each loan thereunder;

fifth, towards the payment of a dividend on a Holdco Dividend Payment Date by Holdco to the Borrower and RPM in respect of the Holdco A Preference Shares, pro rata and pari passu, between themselves (up to the extent permitted by law);

sixth, towards the payment on a Holdco Dividend Payment Date of a redemption amount or provision for a redemption by Holdco to the Borrower and RPM in respect of the Holdco A Preference Shares, pro rata and pari passu, between themselves and any amount of such provision may be paid by Holdco into a separate bank account which shall not form part of the Transaction Security;

seventh, towards the payment of a dividend by Holdco to the Borrower, provided that:

there are no prior ranking claims under the Holdco Cash Waterfall;

simultaneously with that dividend payment, a dividend payment is also made by Holdco to RPM pro rata to the proportion of total shares owned by the Borrower and RPM in the capital of Holdco; and

if such payment is made prior to the Senior Discharge Date, such dividend is not paid from the proceeds of disposal of any assets of or shares in any of the Project Companies,

on or before the Senior Discharge Date, the Senior Agent (acting on the instructions of the relevant Senior Finance Parties under the Plateau Intercreditor Agreement);

after the Senior Discharge Date and on or before the RPM Discharge Date, RPM; and

after the Senior Discharge Date and the RPM Discharge Date, N2C Resources.

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.

first, in or towards payment of government royalties and taxes;

second, in or towards:

payment of administrative, operating and capital expenditure of Opco provided such payment does not give rise to an Event of Default; and

in or towards settlement of any counter-indemnity claim constituting “Permitted Financial Indebtedness” pursuant to (j) of the Senior Facilities Agreement provided that settlement does not give rise to an Event of Default,

in each case, pari passu between (x) and (y);

third, in or towards repayment by Opco to RPM of any funds made available by RPM pursuant to clause 18.14(a) (RPM Cure Rights);

fourth, in or towards payment of, or providing towards payment of, service fees payable by Opco to Holdco under the Umbrella Services Agreement and/or the Service(s) Agreements and Holdco to RPM and the Borrower under the Umbrella Services Agreement and/or the Service(s) Agreements provided such payments do not exceed in aggregate ZAR85,000,000 (Indexed) (or its equivalent) in any Financial Year of Opco;

fifth, amounts sufficient to cover working capital requirements of Opco (which includes provisions for the items in (a) to (d) above for the immediately succeeding period up to the next Opco Payment Date not projected to be covered by net cash receipts projected for that period);

sixth, service of accrued but unpaid current or prior years’ accumulated interest under the Opco Funding Loan Agreement such that Opco is able to service any such interest on the Opco Payment Date for each loan thereunder;

seventh, service of current but unpaid current or prior years’ scheduled but unpaid capital under the Opco Funding Loan Agreement such that Opco is able to service all repayment instalments due under the Opco Funding Loan Agreement on the Opco Payment Date for each loan thereunder;

eighth, the payment of accrued dividends by Opco to Holdco on an Opco Dividend Payment Date in respect of the Opco A Preference Shares under the Holdco Opco A Preference Share Subscription Agreement (to the extent permitted by law);

ninth, the payment of any redemption amount or provision for a redemption amount by Opco to Holdco on an Opco Dividend Payment Date in respect of the Opco A Preference Shares under the Holdco Opco A Preference Share Subscription Agreement and any amount of such provision may be paid by Opco into a separate bank account which shall not form part of the Transaction Security;

tenth, to the extent that there are no prior ranking claims under the Opco Cash Waterfall, the payment of a dividend by Opco to Holdco provided such payment does not give rise to an Event of Default,

in relation to the RPM Liabilities, the payments as permitted by clause 5.2 (Permitted Payments: RPM Liabilities);

in relation to the Shareholder Liabilities, the payments as permitted by clause 6.2 (Permitted Payments: Shareholder Liabilities); and

in relation to the Intra-Group Liabilities, the payments as permitted by clause 7.2 (Permitted Payments: Intra-Group Liabilities).

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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, an Intra-Group Creditor or RPM) 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,

the RPM Finance Documents;

the RPM Operating Agreements;

the RPM Acquisition Documents;

the Holdco Shareholders Agreement;

direct the Security Agent and/or either Security SPV to sell any assets under the terms of the Transaction Security to any person (including, without limitation, the sale of shares in the capital of Holdco or Opco or the sale of any claims under any Funding Loan Agreements);

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

commence legal proceedings against any member of the Holdco Group.

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 other than pursuant to the implementation of a Permitted Refinancing or Permitted RPM Transfer;

any Controlled Liabilities 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 25.1 (Financial Statements) or 25.2 (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

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 “”Plateau Hedge Counterparty, 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 24 (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 Senior 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

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 Senior Finance Document, RPM Document, Shareholders Document or any agreement constituting the Intra-Group Liabilities, this Agreement will prevail.

Financial assistance

For the avoidance of doubt, notwithstanding any other provision of this Agreement but without prejudice to the Transaction Security Documents, in the case of Obligors that are members of the Holdco Group, this Agreement shall not operate to impose any obligation on any such Obligor which would constitute the giving of financial assistance directly or indirectly for the purpose of the acquisition by any person of shares in the Holdco Group or the reduction or discharge of any existing liability incurred for the purpose of such acquisition if and for so long as it would not be lawful for such financial assistance to be given by any such Obligor.

RANKING OF RELEVANT LIABILITIES

Ranking of Relevant Borrower Liabilities

Except as provided in this Agreement, the Relevant Borrower Liabilities will rank for all purposes and at all times in the following order:

first, the Senior Liabilities;

second, the RPM Standby Facility Liabilities;

third, the RPM Operating Cash Flow Facility Liabilities;

fourth, the A Preference Share Equity Claims (to the extent permitted by law); and

sixth, the Shareholder Liabilities.

Ranking of Relevant Holdco Liabilities

The Relevant Holdco Liabilities will rank for all purposes and at all times in the following order:

first, the Holdco Funding Loan Liabilities and as between the Borrower and RPM (as the case may be) on a pari passu basis and for all purposes and at all times pro rata to the proportion that the Plateau Holdco Capital Liabilities and RPM Holdco Capital Liabilities bear to the Total Holdco Capital Liabilities; and

second, the Holdco A Preference Share Equity Claims (to the extent permitted by law) and as between the Borrower and RPM (as the case may be) on a pari passu basis and for all purposes and at all times pro rata to the proportion that the Plateau Holdco A Preference Share Equity Claims and the RPM Holdco A Preference Share Equity Claims bear to the Total Holdco A Preference Share Equity Claims.

The Parties expressly acknowledge and agree to the ranking of the Holdco Funding Loan Liabilities and the Holdco A Preference Share Equity Claims as referred to in (a) above and agree that:

for each and every payment made by Holdco to the Borrower in relation to the Holdco Funding Loan Liabilities, a pro rata payment shall be required to be made to RPM;

for each and every payment made by Holdco to the Borrower in relation to the Holdco A Preference Share Equity Claims, a pro rata payment shall be required to be made to RPM; and

these ranking provisions shall apply notwithstanding anything to the contrary contained in this Agreement or any other Finance Document and thus RPM, the Borrower and Holdco each agree to make whatever sharing payments between themselves so as to give effect to their intention regarding such ranking.

Ranking of Relevant Opco Liabilities

Except as provided in this Agreement, the Relevant Opco Liabilities will rank for all purposes and at all times in the following order:

first, the Opco Funding Loan Liabilities; and

second, the Opco A Preference Share Equity Claims (to the extent permitted by law).

Ranking of Relevant Liabilities unaffected

The ranking and order of priority of Relevant Liabilities listed in clauses 2.1, 2.2 and 2.3 (Ranking of Relevant Liabilities) shall apply notwithstanding:

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).

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

Classes of certain Relevant Liabilities inter se:

This Agreement does not purport to rank the Senior Liabilities in each case as between themselves.

The Senior Liabilities, the RPM 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

The Obligors may pay, repay, redeem or acquire the Senior Liabilities at any time in accordance with the terms of the Senior Finance Documents.

Security

The Security SPVs may take, accept or receive the benefit of any Security, guarantee, indemnity or other assurance against loss in respect of the Relevant Liabilities in addition to the Transaction Security granted at or about the date of this Agreement or contemplated to be granted as provided for in the Senior Facilities Agreement (but which may not have been granted already at or about the date of this Agreement) provided at the time the benefit of such Security, guarantee, indemnity or other assurance is passed (directly or indirectly) to the Senior Finance Parties, RPM and the Intra-Group Creditors (to the extent they are Secured Parties) under the Security SPV Documents and ranking in the same order of priority as their respective Relevant Liabilities under this Agreement.

Restrictions on Enforcement Action: Senior Liabilities

Subject to clause 3.4 (Permitted Enforcement Action: Senior event of Default) and clause 3.5 (Permitted Enforcement Action: Fundamental Event of Default), until the RPM Discharge Date, no Senior Finance Party may take Senior Enforcement Action referred to in (1) and (2) of the definition of “Senior Enforcement Action” without the prior written consent of RPM except where failure to commence such Senior Enforcement Action would result in the expiry of any statutory limitation period, but only to the extent necessary to prevent loss of the right to commence such Senior Enforcement Action.

Permitted Enforcement Action: Senior Event of Default

The restriction in clause 3.3 (Restrictions on Enforcement Action: Senior Liabilities) will not apply to the Senior Finance Parties if:

a Senior Event of Default has occurred and is continuing; and

the relevant Senior Enforcement Action taken or to be taken is limited to:

the sale of shares in the capital of Holdco (subject to the procedure set out in Schedule 1 (Disposal Procedure)); and

the sale of claims arising under the Plateau Funding Loan Agreement (subject to the procedure set out in Schedule 1 (Disposal Procedure)); and

the auction process contemplated by Schedule 1 (Disposal Procedure) is adhered to.

Permitted Enforcement Action: Fundamental Event of Default

The restrictions in clause 3.3 (Restrictions on Enforcement Action: Senior Liabilities) and 3.4 (Permitted Enforcement Action: Senior Event of Default) will not apply to the Senior Finance Parties if:

a Fundamental Event of Default has occurred; and

(if applicable) RPM has not remedied that Fundamental Event of Default in accordance with clause 18.14 (RPM Cure Rights) within any applicable cure period.

Amendments: Funding Documents

No Obligor, nor any Senior Finance Party will, on or before the RPM Discharge Date, without the prior written consent of RPM, agree to or take any action which would:

amend any Senior Finance Document, except to the extent such amendment arises out of:

any provision of the Mandate Letter relating to the syndication process;

any typographical error or other consequential amendment required which does not prejudice the commercial interest of RPM; or

any provision of the Funding Loan Agreements (other than the RPM Funding Loan Agreement) to the extent required to give effect to an amendment required to the relevant Funding Loan Agreement(s) as a result of an amendment to any other Senior Finance Document which has been made or is to be made in accordance with the provisions of this Agreement;

prohibit, or create a default or event of default thereunder with respect to, any action or event that is expressly permitted under this Agreement.

The Senior Agent shall notify RPM of any proposed amendment to the terms of the Senior Finance Documents not less than 5 (Five) Business Days prior to the making of any such amendment.

Plateau Intercreditor Agreement

The Senior Finance Parties acknowledge and agree that RPM and any Obligor that is not a party to the Plateau Intercreditor Agreement shall have no rights or obligations under the Plateau Intercreditor Agreement and insofar as there may be a conflict between the provisions of this Agreement and the Plateau Intercreditor Agreement, the provisions of this Agreement shall, to the extent of inconsistency, prevail.

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RPM LIABILITIES

Prohibited actions: RPM Liabilities

Subject to clauses 5.2 (Permitted Payments: RPM Liabilities), 5.6 (Permitted Enforcement Action: RPM Liabilities) and 11.2 (Exercise of rights), until after the Senior Discharge Date:

no Obligor will, and each Obligor will procure that none of its Subsidiaries will, make, and RPM and will not, and RPM will procure that none of its Affiliates will, receive, any Prohibited Distribution in respect, or on account, of the RPM Liabilities;

no Obligor will, and each Obligor will procure that none of its Subsidiaries will, permit to subsist, and RPM will not, and RPM will procure that none of its Affiliates will, permit to subsist, any Liabilities between the Obligors and RPM (and its Affiliates) other than the Liabilities contemplated by the Transaction Documents or pursuant to the RPM Trade Liabilities;

no Obligor will, and each Obligor will procure that none of its Subsidiaries will, create or permit to subsist, and RPM will not, and RPM will procure that none of its Affiliates will, receive from any Obligor or any of its Subsidiaries, any Security over any asset of any Obligor or any of its Subsidiaries or give or permit to subsist any guarantee in respect, or on account, of any part of the RPM Liabilities other than under the Transaction Security Documents as at the date of this Agreement, or as permitted by the definition of “Permitted Security” in the Senior Facilities Agreement.

no Obligor will, and each Obligor will procure that none of its Subsidiaries will, take or omit to take, and RPM will not, and RPM will procure that none of its Affiliates 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 RPM will not, and RPM will procure that none of its Affiliates will, take any action whereby any RPM Liabilities are evidenced by a negotiable instrument;

RPM will not convert any RPM Liabilities into shares of an Obligor;

no Obligor will, and each Obligor will procure that none of its Subsidiaries will, and RPM will not, charge, assign or otherwise transfer rights and/or obligations under any RPM Finance Documents except pursuant to a Permitted RPM Transfer, a Permitted RPM Funding Loan Transfer or a transfer by RPM of its rights in respect of the RPM Holdco A Preference Share Equity Claims,

in each case, without the prior written consent of the Instructing Creditor and, in the case of clause 5.1(g), provided that simultaneously with any charge, assignment or transfer contemplated in that clause, the relevant chargee/transferee agrees to be bound by the provisions of this Agreement by entering into an Accession Agreement.

Permitted Payments: RPM Liabilities

Prior to the Senior Discharge Date members of the Borrower Group may make, and RPM may receive, in respect, or on account, of the RPM Unrestricted Liabilities any of the payments set out below and in each case, subject only to the conditions referred to below in respect of a payment:

any payment of fees by Opco to RPM under the Umbrella Services Agreement and/or the Service(s) Agreements provided that:

all payments ranking ahead of it under the Holdco Cash Waterfall on the relevant date of payment have been discharged in full prior to any such payment; and

the relevant payments do not exceed the maximum aggregate amount of the RPM Limit in any Financial Year;

any payment by Holdco to RPM under the RPM Funding Loan Agreement provided that:

all payments ranking ahead of it under the Holdco Cash Waterfall on the relevant date of payment have been discharged in full prior to any such payment; and

simultaneously with that payment, the pro rata and pari passu payment required to be made by Holdco to the Borrower under the Plateau Funding Loan Agreement as referred to in the Holdco Cash Waterfall has been made;

the repayment by Opco to RPM of any amount paid by RPM to Opco in accordance with clause 18.14(a) (RPM Cure Rights), provided that:

the original proceeds paid by RPM to Opco were duly credited to the Opco Business Account;

the original amount paid by RPM to Opco did not exceed any restriction set out in clause 18.14 (RPM Cure Rights);

all payments ranking ahead of it under the Opco Cash Waterfall on the relevant date of repayment have been discharged in full prior to any such repayment; and

the relevant repayment does not give rise to an Event of Default;

the payment of any consideration due by Holdco to RPM on or about the Closing Date as contemplated by paragraph (a) of the definition of “Permitted Distribution” of the Senior Facilities Agreement.

Prior to the Senior Discharge Date and subject to clause 5.3 (Suspension of Permitted Payments – RPM Liabilities) members of the Borrower Group may make, and RPM may receive in respect, or on account of the RPM Restricted Liabilities:

cash interest payments due by the Borrower to RPM under the RPM Standby Facility Agreement paid from the Borrower Proceeds Account and provided that all payments ranking ahead of it under the Borrower Cash Waterfall on the relevant date of payment have been discharged in full prior to any such payment;

other payments by the Borrower to RPM under the RPM Standby Facility Agreement provided that all payments ranking ahead of it under the Borrower Cash Waterfall on the relevant date of payment have been discharged in full prior to any such payment;

cash interest payments due by the Borrower to RPM under the RPM Operating Cash Flow Shortfall Facility Agreement paid from the Borrower Proceeds Account and provided that all payments ranking ahead of it under the Borrower Cash Waterfall on the relevant date of payment have been discharged in full prior to any such payment;

other payments by the Borrower to RPM under the RPM Operating Cash Flow Shortfall Facility Agreement provided that all payments ranking ahead of it under the Borrower Cash Waterfall on the relevant date of payment have been discharged in full prior to any such payment;

the payment of any dividend to RPM by the Borrower in respect of the A Preference Share Equity Claims under the RPM Plateau A Preference Share Subscription Agreement, provided that:

all payments ranking ahead of it under the Borrower Cash Waterfall on the relevant date of payment have been discharged in full prior to any such payment; and

such payment is lawful;

other payments by the Borrower to RPM under the RPM Plateau A Preference Share Subscription Agreement provided that all payments ranking ahead of it under the Borrower Cash Waterfall on the relevant date of payment have been discharged in full prior to any such payment;

the payment of any dividend to RPM by Holdco in respect of the Holdco A Preference Shares in terms of the RPM Holdco A Preference Share Subscription Agreement, provided that:

all payments ranking ahead of it under the Holdco, Cash Waterfall on the relevant date of payment have been discharged in full prior to any such payment;

simultaneously with that dividend payment, a dividend payment is also made by Holdco to the Borrower in respect of the Holdco A Preference Shares pro rata to the proportion that the Plateau Holdco A Preference Share Equity Claims and RPM Holdco A Preference Share Equity Claims bear to the Total Holdco A Preference Share Equity Claims; and

such payment is lawful;

other payments by Holdco to RPM under the RPM Holdco A Preference Share Subscription Agreement, provided that all payments ranking ahead of it under the Holdco Cash Waterfall on the relevant date of payment have been discharged in full prior to any such payment; and

the payment of any dividend to RPM by Holdco arising from net dividend proceeds received by Holdco from Opco pursuant to clause 7.2(b)(vi) (Permitted Payments: Intra-Group Liabilities) provided that:

the net proceeds of that dividend receipt were duly credited to the Holdco Business Account; and

simultaneously with that dividend payment, a dividend payment is also made by Holdco to the Borrower pro rata to the proportion of total shares owned by the Borrower and RPM in the capital of Holdco.

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

Suspension of Permitted Payments: RPM Restricted Liabilities

Prior to the Senior Discharge Date, no payment in respect of RPM Restricted Liabilities which would otherwise be permitted under clause 5.2 (Permitted Payments: RPM Liabilities) may be made without the prior written consent of the Instructing Creditor if Enforcement Action has been taken pursuant to the occurrence of a Fundamental Event of Default and RPM has not remedied that Fundamental Event of Default in accordance with clause 18.14 (RPM Cure Rights) within any applicable cure period, provided that after the Enforcement Date, decisions in respect of such payments will be made by the Security Agent acting in accordance with the instructions of the Instructing Creditor determined in accordance with the procedures in clause 10 (Enforcement and other actions under the Transaction Security Documents).

Payment obligations continue

For the avoidance of doubt, it is agreed that:

the obligation to make any payment on its due date under the RPM Documents which is not permitted to be paid under clause 5.3 (Suspension of Permitted Payments: RPM Restricted Liabilities) shall continue notwithstanding such payment suspension;

default interest and arrears interest shall accrue in accordance with the terms of the relevant RPM Documents; and

clause 5.3 (Suspension of Permitted Payments: RPM Restricted Liabilities) acts as a suspension of payment and not as a waiver of the right to receive such payment when the suspension period has lapsed.

Restrictions on Enforcement Action: RPM Liabilities

Subject to clause 5.6 (Permitted Enforcement Action: RPM Liabilities), until the Senior Discharge Date has occurred, RPM may not take Enforcement Action in relation to any RPM Finance Liabilities without the prior written consent of the Instructing Creditor except (a) proceedings solely for injunctive relief (or the equivalent) to restrain actual or putative breach of

the RPM Documents by any Obligor or specific performance against any Obligor where no damages are claimed or (b) where failure to commence proceedings would result in the expiry of any statutory limitation period, but only to the extent necessary to prevent loss of the right to commence proceedings, and in each case where such proceedings are not in conflict with this Agreement.

Permitted Enforcement Action: RPM Liabilities

The restriction in clause 5.5 (Restrictions on Enforcement Action: RPM Liabilities) will not apply to RPM if:

prior to the Senior Discharge Date, a Fundamental Event of Default (other than a Fundamental Event of Default arising solely under paragraph 4 (RPM Related Change of Control) of Schedule 3 (Fundamental Event of Default)) has occurred and RPM has not remedied that Fundamental Event of Default in accordance with clause 18.14 (RPM Cure Rights) within the applicable cure period where:

the Senior Agent has received written notice of RPM’s intention to take Enforcement Action;

a period of not less than 15 (Fifteen) Business Days has passed from the date of receipt by the Senior Agent of the notice referred to above; and

RPM takes the Enforcement Action subject to the provisions relating to the procedure for Enforcement provided for in this Agreement.

prior to the Senior Discharge Date, an event has occurred under clause 6.2 (Change of Control: Mandatory Prepayments) of the RPM Funding Common Terms Agreement and is continuing, where:

the Senior Agent has received written notice of that event from RPM;

a period of not less than 15 (Fifteen) Business Days has passed from the date of receipt by the Senior Agent of the relevant notice; and

RPM takes the Enforcement Action subject to the provisions relating to the procedure for Enforcement provided for in this Agreement;

Enforcement Action has been taken in relation to the Plateau Funding Loan Liabilities and provided that RPM shall, without prejudice to its rights to take other Enforcement Action as contemplated by the other provisions of this clause 5.6 in appropriate circumstances, only take the equivalent Enforcement Action under the RPM Funding Loan Liabilities;

the Security Agent has enforced or has been instructed by the Instructing Creditor to enforce the Transaction Security or any of it, in accordance with the terms of this Agreement; or

the Instructing Creditor has consented to the Enforcement Action,

provided that any amounts received by RPM in respect of RPM Restricted Liabilities comprising RPM Finance Liabilities as a result of or pursuant to such action shall be treated in accordance with clause 5.7 (Turnover: RPM Liabilities).

Turnover: RPM Liabilities

If at any time on or before the Senior Discharge Date, RPM receives or recovers any Turnover Receipts, the recipient or beneficiary of that Turnover Receipt will promptly pay all amounts and other Distributions received or recovered to the Security Agent for application under clause 12 (Application of proceeds) and, pending that payment, will hold those amounts and other Distributions as agent for the Security Agent for application in accordance with the terms of this Agreement.

No reduction or discharge

As between the Obligors and RPM, RPM will be deemed not to have been reduced or discharged to the extent of any payment or other Distribution to the Security Agent under clause 5.7 (Turnover: RPM Liabilities).

Indemnity

The Borrower, Holdco and Opco (as the case may be) will fully indemnify RPM upon demand (up to an aggregate amount equal to the RPM Finance Liabilities) for the amount of any properly evidenced payment or other Distribution to the Security Agent under clause 5.7 (Turnover: RPM Liabilities) (a) for any costs, liabilities and expenses incurred by RPM as a result of it having to make that payment (otherwise than by reason of its own gross negligence, wilful misconduct or fraud) and (b) to the extent that clause 5.8 (No reduction or discharge) is held not to be effective to re-instate the amount of that payment or other Distribution as RPM Finance Liabilities.

Subrogation: RPM Lenders

If the Senior Liabilities are wholly or partially paid out of any proceeds received in respect, or on account, of the RPM Finance Liabilities owing to RPM, RPM will to that extent be subrogated to the rights of the Senior Finance Parties in respect of the Senior Liabilities so paid including all Security and guarantees for those Senior Liabilities, but RPM may not enforce those subrogation rights on or before the time that the relevant Senior Liabilities in respect of which RPM is subrogated have been discharged without the prior written consent of the Instructing Creditor.

After the Senior Discharge Date or, if earlier, the date on which the Security Agent (acting on the instructions of the Instructing Creditor) gives its consent to the exercise of such rights of subrogation to the rights of the Senior Finance Parties, each Senior Finance Party, will give such assistance to RPM as RPM and/or the Security Agent 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 RPM against any costs, expenses and liabilities that it incurs in relation to giving that assistance.

Amendments: RPM Documents

Until after the Senior Discharge Date, no Obligor, nor RPM will, without the prior written consent of the Instructing Creditor, agree to or take any action which would:

amend any RPM Finance Documents except to the extent such amendment arises out of:

any typographical error or other consequential amendment which does not prejudice the commercial interest of the Senior Finance Parties; or

any provision of the RPM Funding Loan Agreement to the extent required to give effect to an amendment required to the RPM Funding Loan Agreement as a result of an amendment which has been made or is to be made to the Plateau Funding Loan Agreement in accordance with the provision of clause 3.6 of this Agreement and in this regard Holdco shall agree to such amendments to the RPM Funding Loan Agreement so long as the amendment serves to reflect the commercial intention that the Holdco Funding Loan Agreements should mirror each other in relation to the commercial terms thereof and shall provide all co-operation in signing such amendment;

refinance the RPM Finance Liabilities unless it constitutes a Permitted Refinancing; or

prohibit or create a default or event of default thereunder with respect to, any action or event that is expressly permitted under this Agreement.

Confirmation: RPM Standby Facility Agreement and RPM Operating Cash Flow Shortfall Facility Agreement

RPM undertakes in favour of the Senior Finance Parties that it will comply with its commitments to advance funding under the RPM Standby Facility Agreement and the RPM Operating Cash Flow Shortfall Facility Agreement in accordance with the provisions of the RPM Standby Facility Agreement and the RPM Operating Cash Flow Shortfall Facility Agreement.

SHAREHOLDER LIABILITIES

Prohibited actions: Shareholder Liabilities

Subject to clause 11.2 (Exercise of rights), until after the Final Discharge Date:

no Obligor will, 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 other than under the Senior Finance Documents;

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 held in the name of each relevant recovering Shareholder with 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 12 (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, other than as permitted by the Senior Finance Documents;

in each case, without the prior written consent of the Instructing Creditor and, in the case of clause 5.1(e), provided that simultaneously with any charge, assignment or transfer contemplated in that clause, the relevant transferee agrees to be bound by the provisions of this Agreement by entering into an Accession Agreement.

Permitted Payments: Shareholder Liabilities

Prior to the Final Discharge Date and subject to clause 6.3 (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 by the Borrower to N2C Resources under the N2C Resources Shareholder Loan Agreement provided that:

all payments ranking ahead of it under the Borrower Cash Waterfall on the relevant date of payment have been discharged in full prior to any such payment; and

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

the payment of any dividend to N2C Resources by the Borrower in an amount up to or equal to the aggregate net dividend proceeds received by the Borrower from Holdco pursuant to clause 7.2(b)(vi) (Permitted Payments: Intra-Group Liabilities) provided that:

all payments ranking ahead of it under the Borrower Cash Waterfall on the relevant date of payment have been discharged in full prior to any such payment;

the net proceeds of that dividend receipt were duly credited to the Borrower Proceeds Account immediately upon receipt by the Borrower; 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

Prior to the Final Discharge Date, no payment which would otherwise be permitted under clause 6.2 (Permitted Payments: Shareholder Liabilities) may be made without the prior written consent of the Instructing Creditor if an Event of Default has occurred and is continuing and if the Instructing Creditor has notified the Borrower that it is suspending the right of the Borrower and the other members of the Borrower Group to make payments in respect, or on account, of all or part of the Shareholder Liabilities provided that after the Enforcement Date decisions in respect of such payments will be made by the Security Agent acting in accordance with the instructions of the Instructing Creditor determined in accordance with the procedures in clause 10 (Enforcement and other actions under Transaction Security Documents).

Restrictions on Enforcement Action: Shareholder Liabilities

Until after the Final Discharge Date, no Shareholder may take Enforcement Action in relation to any Shareholder Liabilities without the prior written consent of the Instructing Creditor, except in the circumstances contemplated by paragraph (c) of clause 6.1 (Prohibited actions: Shareholder Liabilities).

Turnover: Shareholder Liabilities

If at any time on or before the Final Discharge Date, any Shareholder or the Pelawan Dividend Trust receives or recovers any Turnover Receipts, the recipient or beneficiary of that Turnover Receipt will promptly pay all amounts and other Distributions received or recovered to the Security Agent for application under clause 12 (Application of proceeds) and, pending that payment, will hold those amounts and other Distributions as agent for the Security Agent for application in accordance with the terms of this Agreement.

No reduction or discharge

As between the Obligors and the Shareholders, the Shareholder Liabilities will be deemed not to have been reduced or discharged to the extent of any payment or other Distribution to the Security Agent under clause 6.5 (Turnover: Shareholder Liabilities).

Indemnity

The Borrower, Holdco and Opco will fully indemnify each Shareholder upon demand (up to an aggregate amount equal to the Shareholder Liabilities) for the amount of any payment or other Distribution to the Security Agent under clause 6.5 (Turnover: Shareholder Liabilities) (a) for any

costs, liabilities and expenses incurred and properly evidenced by the relevant Shareholder as a result of it having to make that payment and (b) to the extent that clause 6.6 (No reduction or discharge) is held not to be effective to re-instate the amount of that payment or other Distribution as Shareholder Liabilities.

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 RPM, 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 and RPM 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 or RPM (as the case may be) 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: Shareholders Documents

Until after the Final Discharge Date, no Obligor nor any Shareholder will agree to or take any action which would:

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,

in each case, without the prior consent of the Instructing Creditor and RPM (if it is not the Instructing Creditor at the relevant time) and, in the case of clause 6.9(c), provided that simultaneously with any charge, assignment or transfer contemplated in that clause, the

relevant transferee agrees to be bound by the provisions of this Agreement by entering into an Accession Agreement.

INTRA-GROUP LIABILITIES

Prohibited actions: Intra-Group Liabilities

Subject to clauses 7.2 (Permitted Payments: Intra-Group Liabilities), 7.3 (Permitted Security: Intra-Group) and 11.2 (Exercise of rights), until after the Final Discharge Date:

no member of the Borrower Group will, and each 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 Restricted 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;

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,

in each case without the prior written consent of the Senior Agent (acting on the instructions of the relevant Senior Finance Parties under the Plateau Intercreditor Agreement), RPM, the Borrower and N2C Resources and, in the case of clause 7.1 (f), provided that simultaneously with any charge, assignment or transfer contemplated in that clause, the relevant chargee/transferee agrees to be bound by the provisions of this Agreement by entering into an Accession Agreement.

Permitted Payments: Intra-Group Liabilities

Prior to the Final Discharge Date, a member of the Borrower Group may make, and another member of the Borrower Group may receive, in respect, or on account, of the Intra-Group Unrestricted Liabilities any of the payments set out below and in each case, subject only to the conditions referred to below in respect of a payment:

any payment of fees by Opco to Holdco under the Umbrella Services Agreement and/or the Service(s) Agreements provided that:

all payments ranking ahead of it under the Opco Cash Waterfall on the relevant date of payment have been discharged in full prior to any such payment; and

the relevant payments do not exceed the maximum aggregate amount of the Holdco Limit in any Financial Year;

any payment of fees by Holdco to the Borrower under the Umbrella Services Agreement and/or the Service(s) Agreements provided that:

all payments ranking ahead of it under the Holdco Cash Waterfall on the relevant date of payment have been discharged in full prior to any such payment; and

the relevant payments do not exceed the maximum aggregate amount of the Plateau Limit in any Financial Year;

any payment by Opco to Holdco under the Opco Funding Loan Agreement provided that all payments ranking ahead of it under the Opco Cash Waterfall on the relevant date of payment have been discharged in full prior to any such payment;

any payment by Holdco to the Borrower under the Plateau Funding Loan Agreement provided that:

all payments ranking ahead of it under the Holdco Cash Waterfall on the relevant date of payment have been discharged in full prior to any such payment; and

simultaneously with that payment, an equivalent payment is also made by Holdco to RPM under the RPM Funding Loan Agreement pro rata to the proportion that the Plateau Holdco Capital Liabilities and RPM Holdco Capital Liabilities bear to Total Holdco Capital Liabilities.

Prior to the Final Discharge Date and subject to clause 7.4 (Suspension of Permitted Payments – Intra-Group Restricted Liabilities) a member of the Borrower Group may make, and another member of the Borrower Group may receive, in respect of, or on account of the Intra-Group Restricted Liabilities:

any payment of a dividend by Opco to Holdco in respect of the Opco A Preference Shares under the Holdco Opco A Preference Share Subscription Agreement (to the extent lawful) provided that all payments ranking ahead of it under the Opco Cash Waterfall on the relevant date of payment have been discharged in full prior to such payment;

other payments by Opco to Holdco under the Holdco Opco A Preference Share Subscription Agreement provided that all payments ranking ahead of it under the Opco Cash Waterfall on the relevant date of payment have been discharged in full prior to any such payment;

any payment of dividend by Holdco to the Borrower in respect of the Holdco A Preference Shares under the Plateau Holdco A Preference Share Subscription Agreement (to the extent lawful) provided that:

all payments ranking ahead of it under the Holdco Cash Waterfall on the relevant date of payment have been discharged in full prior to such payment; and

simultaneously with that payment, a dividend payment is also made by Holdco to RPM under the RPM Holdco A Preference Share Subscription Agreement in respect of the Holdco A Preference Shares pro rata to the proportion that the Plateau Holdco A Preference Share Equity Claims and RPM Holdco A Preference Share Equity Claims bear to the Total Holdco A Preference Share Equity Claims;

other payments by Holdco to the Borrower under the Plateau Holdco A Preference Share Subscription Agreement provided that all payments ranking ahead of it under

the Holdco Cash Waterfall on the relevant date of payment have been discharged in full prior to any such payment;

the payment of a dividend to Opco or any of its direct or indirect Subsidiaries;

the payment of any other dividend to Holdco by Opco (to the extent lawful) provided that all payments ranking ahead of it under the Opco Cash Waterfall on the relevant date of payment have been discharged in full prior to any such payment;

the payment of any dividend to Holdco or to any direct or indirect Subsidiary of Holdco by any other member of the Holdco Group (other than Opco);

the payment of any dividend to the Borrower provided that:

all payments ranking ahead of it under the Holdco Cash Waterfall on the relevant date of payment have been discharged in full prior to such payment; and

the payment of such dividends is made pro rata as between RPM and the Borrower based on their respective shareholding in the capital of Holdco; and

any payment by a Project Company to another Project Company provided there is no recourse to any other member of the Borrower Group.

Permitted Security: Intra-Group

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); and

each Project Company may create or permit to subsist, and each member of the Borrower Group (other than Opco) may receive from that Project Company, a back-to- back counter-indemnity of any Intra-Group Liabilities constituted between that Project Company and the relevant member of the Borrower Group in connection with any Permitted Guarantee entered into by that member of the Borrower Group in favour of a third party for the obligations of that Project Company pursuant to paragraph (d) of the definition of Permitted Guarantee.

Suspension of Permitted Payments and Security: Intra-Group Restricted Liabilities

Prior to the Final Discharge Date, no payment in respect of an Intra-Group Restricted Liability, guarantee or security which would otherwise be permitted under clause 7.2 (Permitted Payments: Intra-Group Liabilities) or clause 7.3 (Permitted Security: Intra-Group) may be made or created (as the case may be) without the prior written consent of the Instructing Creditor if an Event of Default has occurred and if the Instructing Creditor has notified the Borrower that it is suspending the right of the members of the Borrower Group to make payments or create guarantees or Security in respect of Intra-Group Liabilities (or certain of them as specified in such notice) provided that after the Enforcement Date decisions in respect of or on account of such payments, guarantees or Security will be made by the Security Agent acting in accordance with the instructions of the Instructing Creditor as determined in accordance with the procedures in clause 10 (Enforcement and other actions under Transaction Security Documents).

Restriction on Enforcement Action: Intra-Group Liabilities

Until after the Final Discharge Date:

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 a Fundamental Event of Default which is not capable of being remedied or has not been remedied by RPM in accordance with clause 18.14 (RPM Cure Rights) 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

If at any time on or before the Final Discharge Date, any member of the Borrower Group receives or recovers any Turnover Receipts, the recipient or beneficiary of that Turnover Receipt will (and the Obligors shall procure that the relevant member of the Borrower Group will) promptly pay all amounts received or recovered and other Distributions received to the Security Agent for application under clause 12 (Application of proceeds) and, pending that payment, will hold those amounts and other Distributions as agent for the Security Agent for application in accordance with the terms of this Agreement.

No subrogation of 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) in any circumstances be subrogated to any right of the Senior Finance Parties or RPM or any Security or guarantee arising under the Finance Documents;

After the Final Discharge Date, each Senior Finance Party and RPM 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 and RPM (as the case may be) 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.

OPTIONS TO PURCHASE

Purchase option

During the period commencing on the day after the Closing Date and ending on (but including) the Debt Option Expiry Date, the Parent (subject to clause 8.5 (Restriction on Parent prior to RPM Discharge Date)) or RPM (as the case may be) may, on giving written notice to the Senior Agent, at the expense of the Parent or RPM (as the case may be), issue an unconditional and irrevocable offer to purchase all (but not part only) of the rights and obligations of the Senior Finance Parties under the Senior Finance Documents in relation to the Senior Liabilities. The Senior Agent shall accept the first offer received from the Parent or RPM (as the case may be) (the “Relevant Purchaser”) on behalf of the Senior Finance Parties if that offer provides for:

payment in full in cash (as contemplated by clauses 8.2(a) and (b) (Terms of purchase)); and

immediately available funds,

in each case, in form and substance satisfactory to the Senior Agent.

Terms of purchase

Any such purchase shall take effect on the following terms:

payment in full in cash of an amount certified by the Senior Agent to be equal to the aggregate of (x) the Senior Liabilities outstanding as at the date (the “Purchase Date”), that amount is to be paid (being not later than 5 days after the date of the acceptance of the offer by the Senior Agent) and (y) all other amounts which would be payable on a prepayment as at the Purchase Date determined under the Senior Facilities Agreement (such as breakage costs);

the relevant rights and obligations of the Senior Finance Parties under the Senior Finance Documents in relation to the Senior Liabilities shall be transferred by way of transfers under:

clause 29 (Changes to the Lenders) of the Senior Facilities Agreement; and

standard ISDA novation agreements pursuant to which (A) the existing Plateau Hedge Counterparties shall be transferors, (B) the Relevant Purchaser or its nominee(s) shall be transferees and (C) the Borrower and/or Holdco (as the case may be) shall continue as remaining parties,

in each case, in form and substance satisfactory to the Senior Agent;

after the transfer, no Senior Finance Party will be under any actual or contingent liability to any Obligor or any other person under this Agreement or any Senior Finance Document in relation to any Senior Liabilities for which it is not holding cash collateral in an amount and established on terms reasonably satisfactory to it;

an indemnity is provided from each Obligor or the Relevant Purchaser or another third party acceptable to each Senior Finance Party and in a form satisfactory to each Senior Finance Party in respect of all losses which may be sustained or incurred by any Senior Finance Party in consequence of any sum received or recovered by any Senior Finance Party from any Obligor or RPM or other person being required (or it being alleged that it is required) to be paid back by or clawed back from any Senior Finance Party for any reason whatsoever, save for losses arising solely from wilful misconduct, gross negligence or fraud on the part of a Senior Finance Party and provided that where it is demonstrated to the reasonable satisfaction of the Senior Agent that those losses could not have been recovered in full by the relevant Senior Finance Party under the Senior Finance Documents if that transfer had not been made, that indemnity shall not extend to the shortfall; and

the relevant transfer shall be without recourse to, or warranty from, the Senior Finance Parties.

Senior Liabilities transfers

No Senior Finance Party will be under any obligation to maintain its participation in the Senior Liabilities and each Senior Finance Party may, subject only to the provisions of the Senior Finance Documents and this Agreement, transfer all or any of its participation at any time up to the date on which the Relevant Purchaser purchases the then outstanding Senior Liabilities in full.

Further Assurance

RPM, each Obligor and the Senior Finance Parties agree to enter into any documentation (including any novation agreement contemplated by clause 8.2(b) above) and take any action and/or steps that the Senior Agent may reasonably request in order to give effect to any transfer contemplated above.

Restriction on Parent prior to RPM Discharge Date

Prior to the RPM Discharge Date, the Parent shall not be entitled to exercise its rights under clause 8.1 (Purchase Option) unless:

at the time of the exercise of the option, RPM has reduced its ordinary shareholding in Holdco to less than 25.1% of the ordinary issued equity share capital of Holdco and Senior Enforcement Action has been taken as a result; and

the Parent has given RPM not less than 15 (Fifteen) days’ notice of its intention to exercise the option and RPM has not, after the expiry of such notice period, exercised the option.

Termination of exercise option

Without prejudice to any Enforcement Action being taken in connection with a Senior Event of Default or a Fundamental Event of Default, if:

the option referred to in clause 8.1 above has been exercised by RPM or the Parent (as the case may be) on or before the Debt Option Expiry Date; and

RPM or the Parent (as the case may be) fails to comply with any of its obligations under clause 8.1 (Purchase option) or clause 8.2 (Terms of purchase),

then the right of the Party which exercised the option to complete the purchase of the relevant Senior Liabilities shall (upon written notice of the same by the Senior Agent) terminate and RPM or the Parent (as the case may be) shall within three Business Days of demand by the Senior Agent, indemnify each Senior Finance Party against any cost, loss or liability incurred and properly evidenced by it as a result of a failure by RPM or the Parent (as the case may be) to purchase the relevant Senior Liabilities in accordance with the terms set out in this clause 8 (Option to Purchase).

Upon:

the expiry of the option; or

the termination of the option,

as contemplated in each case above, the condition (if any) contemplated by paragraph 1.5(b) (Key terms of the proposed transaction) of Part B of Schedule 1 (Auction Process) in connection with the sale of any shares in the capital of Holdco or any claims under the Plateau Funding Loan Agreement shall be deemed to have been satisfied.

" "

Call Option in favour of Purchaser of Shares in capital of Holdco

If pursuant to Senior Enforcement Action the ordinary shares held by the Borrower in the share capital of Holdco are sold to any person (the “Purchaser”) and upon being notified in writing by the Senior Agent that the Purchaser wishes to acquire the RPM Finance Liabilities relating to the Plateau Facilities (the “Target RPM Finance Liabilities”) with effect on or within a specified period after the Completion Date, RPM shall be obliged to sell, cede and assign all of its rights and obligations in respect of the Target RPM Finance Liabilities to the Purchaser on the terms set out in paragraph (b) below.

The purchase by the Purchaser of the Target RPM Finance Liabilities shall take effect on the following terms:

payment in full in cash of an amount certified by RPM to be equal to the Target RPM Finance Liabilities outstanding as at the date (the “Purchase Date”) that amount is to be paid (being the date upon which the Target RPM Finance Liabilities are to be transferred to the Purchaser);

payment in full in cash of the amount which RPM certifies to be necessary to compensate it for any accrued interest, dividends, costs, charges, expenses and break costs on the Purchase Date;

the relevant rights and obligations of RPM under the RPM Finance Documents in relation to the Target RPM Finance Liabilities shall be transferred by way of transfers under the applicable transfer provisions under the relevant RPM Finance Documents:

in each case, in form and substance satisfactory to RPM;

after the transfer RPM, will not be under any actual or contingent liability to any Obligor or any other person under this Agreement or any other RPM Finance Document in relation to any Target RPM Finance Liabilities for which it is not

holding cash collateral in an amount and established on terms reasonably satisfactory to it;

an indemnity is provided by the Purchaser or another third party acceptable to RPM and in a form satisfactory to RPM in respect of all losses which may be sustained or incurred by RPM in consequence of any sum received or recovered by RPM from any Obligor or other person being required (or it being alleged that it is required) to be paid back by or clawed back from RPM for any reason whatsoever, save for losses arising solely from gross negligence, wilful misconduct or fraud on the part of RPM and provided that where it is demonstrated to the reasonable satisfaction of RPM that those losses could not have been recovered in full by RPM under the RPM Finance Documents if that transfer had not been made, that indemnity shall not extend to the shortfall; and

the relevant transfer shall be without recourse to, or warranty from RPM; and

RPM shall not exercise any right it may otherwise have to take Enforcement Action in relation to the RPM Funding Loan Liabilities or the RPM Holdco A Preference Share Equity Claims solely on account of the change of control of Holdco which takes place pursuant to the acquisition by the Purchaser of the shares in Holdco previously held by the Borrower in the circumstances contemplated by paragraph (a) above.

RANKING OF SECURITY AND PARALLEL DEBT

Ranking of Security

All Transaction Security under the N2C Resources Security Documents is given to the Plateau Security SPV directly or indirectly for the obligations of the Borrower under the guarantee contained in the Senior Facilities Agreement and under the N2C Resources Counter Indemnity Agreement and all proceeds from enforcement by the Plateau Security SPV of its rights under the guarantee referred to in the Senior Facilities Agreements, the N2C Resources Counter Indemnity Agreements and the N2C Resources Security Documents will, for all purposes and at all times be applied by the Plateau Security SPV (or the Security Agent on its behalf) towards the claims of the Senior Finance Parties under the guarantee referred to in the Senior Facilities Agreement in respect of the Senior Liabilities in priority to any claims under the Fourth Ranking Plateau Debt Guarantee in respect of the A Preference Share Equity Claims.

All Transaction Security under the Plateau Security Documents is given to the Plateau Security SPV directly or indirectly for the obligations of the Borrower under the Plateau Counter Indemnity Agreement and all proceeds from enforcement by the Plateau Security SPV of its rights under the Plateau Counter Indemnity Agreement and the Plateau Security Documents will for all purposes and at all times:

be applied by the Plateau Security SPV (or the Security Agent on its behalf) towards the claims under the First Ranking Plateau Debt Guarantee in respect of the Senior Liabilities in priority to any claims under the Second Ranking Plateau Debt Guarantee in respect of the RPM Standby Facility Liabilities and the Third Ranking Plateau Debt Guarantee in respect of the RPM Operating Cash Flow Shortfall Facility Liabilities;

be applied by the Plateau Security SPV (or the Security Agent on its behalf) towards the claims under the Second Ranking Plateau Debt Guarantee in respect of the RPM Standby Facility Liabilities in priority to any claims in respect of the Third Ranking Plateau Debt Guarantee in respect of the RPM Operating Cash Flow Shortfall Facility Liabilities.

All Transaction Security under the Holdco Security Documents will for all purposes and at all times secure (i) first, the Plateau Funding Loan Liabilities and the RPM Funding Loan Liabilities pro rata to the proportion that the Plateau Holdco Capital Liabilities and RPM Holdco Capital Liabilities bear to Total Holdco Capital Liabilities; and (ii) second, the

obligations of Holdco under the Holdco Guarantee in respect of the A Preference Share Equity Claims.

Except as provided for in (e) below, all Transaction Security under the Opco Security Documents is given to the Opco Security SPV directly or indirectly for the obligations of Opco under the Opco Counter Indemnity Agreements and all proceeds from enforcement by the Opco Security SPV of its rights under the Opco Counter Indemnity Agreements and the Opco Security Documents will for all purposes and at all times be applied by the Opco Security SPV (or the Security Agent on its behalf) first towards the claims under the First Ranking Opco Debt Guarantee in respect of the Opco Funding Loan Liabilities and in priority to any claims under the Second Ranking Opco Debt Guarantee and the Third Ranking Opco Debt Guarantee in respect of the RPM Holdco A Preference Share Equity Claims and the A Preference Share Equity Claims, respectively.

Transaction Security under the Opco Security Documents given to the Security Agent (as principal creditor) pursuant to the parallel debt obligations referred to in 9.3 (Parallel Debt Obligations) below, will to the extent proceeds are realised by the Security Agent in connection with such Transaction Security, and after deducting all costs, fees and charges incurred by the Security Agent in enforcing such Transaction Security, at all times be applied by the Security Agent in the manner and in the order of priority referred to in clause 12.1 (Application Opco Security Documents).

Ranking of Relevant Liabilities unaffected

The ranking and order of priority of the Transaction Security listed in clause 9.1 (Ranking of Security) shall apply notwithstanding:

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.

Parallel Debt Obligations

Opco hereby irrevocably and unconditionally undertakes to pay to the Security Agent amounts equal to any amounts owing from time to time by Opco to the Opco Security SPV under the Opco Counter Indemnity Agreements as and when those amounts are due.

Each Party acknowledges that the obligations of Opco under paragraph (a) above are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of Opco to the Opco Security SPV under the Opco Counter Indemnity Agreements (its “Corresponding Debt”) nor shall the amounts for which Opco is liable under paragraph (a) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt provided that:

the Parallel Debt of Opco shall be decreased to the extent that its Corresponding Debt has been irrevocably paid or discharged; and

the Corresponding Debt of Opco shall be decreased to the extent that its Parallel Debt has been irrevocably paid or discharged; and

the amount of the Parallel Debt of Opco shall at all times be equal to the amount of its Corresponding Debt.

For the purposes of this clause 9.3, the Security Agent acts in its own name and not as a trustee and its claims in respect of the Parallel Debt shall not be held on trust. Any Transaction Security granted under the Opco Security Documents to the Security Agent to secure the Parallel Debt is granted to the Security Agent in its capacity as creditor of the Parallel Debt and shall not be held on trust.

All moneys received and recovered by the Security Agent pursuant to this clause 9.3, and all amounts received or recovered by the Security Agent from or by the enforcement of any Security granted to secure the Parallel Debt, shall be applied in accordance with clause 12.1 (Application: Opco Security Documents) and the Security Agent undertakes to make such payments in favour of the relevant Creditors referred to therein out of such amounts received or recovered by it.

Without limiting or affecting the Security Agent’s rights against Opco (whether under this clause 9.3 or under any other provision of the Finance Documents), Opco acknowledges that:

nothing in this clause 9.3 shall impose any obligation on the Security Agent to advance any sum to Opco under the Finance Documents, except in its capacity as a Senior Lender; and

for the purpose of any vote taken under any Finance Document, the Security Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Senior Lender or Plateau Hedge Counterparty.

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 or the Opco Security SPV under the Plateau Debt Guarantees and the Opco Debt Guarantees on behalf of the relevant Secured Parties, to instruct the Plateau Security SPV 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, 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 paragraph (a) 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 paragraph (a) and (b) above shall act on the instructions of the relevant Parties as referred to in clause 10.4 (Action on or before the Senior Discharge Date), clause 10.5 (Action after the Senior Discharge Date) and clause 10.6 (Action after the RPM Discharge Date).

Security SPV’s May Seek Instructions

A Security SPV shall at any time be entitled (but not obliged) to request instructions from the Security Agent as to the manner of enforcement by it of all or any 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.

Instructions to Security SPV’s to be Binding

Any instruction given to a Security SPV by the Security Agent, under and in accordance with this Agreement shall be binding upon RPM and each Obligor to the extent it is not given in breach of any provision of the Finance Documents.

Action on or before the Senior Discharge Date

Subject to any contrary provisions in this Agreement, until after the Senior Discharge Date, the Security Agent shall exercise any right, power, authority or discretion vested in it as Security Agent and take Enforcement Action in relation to the Senior Finance Documents and the Transaction Security Documents in accordance with instructions of the Instructing Creditor, provided that the Security Agent shall make claims and take Enforcement Action under the RPM Finance Documents in accordance with the instructions of RPM provided that (x) such Enforcement Action is not restricted by the provisions of this Agreement and (y) such instructions of RPM are, to the extent they relate to the sale process of the Secured Assets, not in conflict with the instructions given by the Instructing Creditor.

If, prior to the Senior Discharge Date, the Security Agent is instructed by the Senior Agent to take Senior Enforcement Action pursuant to clause 3.4 (Permitted Enforcement Action: Senior Event of Default):

the Security Agent will notify RPM of such instruction;

the Instructing Creditor shall, where reasonably practicable, consult with RPM on the Senior Enforcement Action to be taken and ensure that any agreement reached on this as between the Instructing Creditor and RPM is communicated to the Security Agent;

the Security Agent shall comply in all material respects with the disposal process set out in Schedule 1 (Auction Process);

RPM shall provide all notices and take all such action as the Security Agent may reasonably require in support of the disposal process set out in Schedule 1 (Auction Process).

If, prior to the Senior Discharge Date, the Security Agent is instructed by the Instructing Creditor to take Senior Enforcement Action pursuant to clause 3.5 (Permitted Enforcement Action: Fundamental Event of Default), it shall take instruction from the Instructing Creditor as contemplated by paragraph (a) above without any restriction contemplated by clause 3.3 (Restrictions on Enforcement Action: Senior Liabilities), clause 3.4 (Permitted Enforcement Action: Senior Event of Default) or paragraph (b) above.

Action after the Senior Discharge Date

After the Senior Discharge Date but on or before the RPM Discharge Date, the Security Agent shall exercise any right, power, authority or discretion vested in it as Security Agent and take Enforcement Action in relation to the Transaction Security Documents in accordance with the instructions of RPM which shall override any conflicting instructions given by or on behalf of any other Party.

Action after the RPM Discharge Date

After the Senior Discharge Date and the RPM Discharge Date, the Security Agent shall exercise any right, power, authority or discretion vested in it as Security Agent and take Enforcement Action in relation to the Transaction Security Documents in accordance with the instructions of N2C Resources which shall override any conflicting instructions given by or on behalf of any other Party.

Exemption

No Senior Finance Party shall be responsible to any other Party and RPM shall not be responsible to any other Obligor 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 Senior Finance Documents or the RPM Finance Documents (as applicable).

Any instructions given in accordance with clause 10.4 (Action on or before the Senior 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 RPM or any Shareholder (without first obtaining that person’s consent) in any legal, insolvency or arbitration proceedings relating to any Senior Finance Document, any RPM 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 and RPM shall not be responsible to any other Obligor, 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, in each case, as contemplated under clauses 10.5 to 10.6 (as the case may be) 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 10), (including in exceptional circumstances where time does not permit RPM or 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 and thereafter RPM 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 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 40.2 (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 clause 10.8 (a) to (c) 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

Without the prior written consent of the Security Agent, none of the other Senior Finance Parties, RPM or the Obligors shall have any independent power to make claims against the Opco Security SPV or the Plateau Security SPV under any of the Opco Debt Guarantees or Plateau Debt Guarantees or to make claims against N2C Resources under the Finance Documents or to enforce any of the Transaction Security Documents, or to exercise any rights, discretions or powers or to grant any consents or releases under or pursuant to any such Transaction Security Documents or otherwise have direct recourse to the Security and/or guarantees constituted by any of such Transaction Security Documents (including, for the avoidance of doubt, the rights, discretions and powers of RPM and the Borrower under the Holdco Cession in Security Agreement, the Holdco Reversionary Cession in Security Agreement and any other Holdco Security Documents) except through the Security Agent.

SUBORDINATION ON INSOLVENCY

Subordination

At any time on or before the Senior Discharge Date, upon the occurrence of an Insolvency Event that has occurred to or in respect of the Borrower, then in connection with the RPM Standby Facility Liabilities, the RPM Operating Cash Flow Shortfall Facility Liabilities, the A Preference Share Equity Claims and the Shareholder Liabilities:

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

RPM and N2C Resources (as applicable) shall not, unless otherwise directed by the Instructing Creditor or as permitted by paragraph (e) of this clause 11.1 (Subordination), prove for the RPM Standby Facility Liabilities, the RPM Operating Cash Flow Shortfall Facility Liabilities, the A Preference Share Equity Claims or the Shareholder Liabilities (as applicable) 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 RPM or N2C Resources is directed by the Instructing Creditor to prove for the RPM Standby Facility Liabilities, the RPM Operating Cash Flow Shortfall Facility Liabilities, the A Preference Share Equity Claims or the Shareholder Liabilities (as applicable) 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 Borrower, or any other person making the Distribution, to the Senior Agent to the extent necessary to repay all the Senior Liabilities in full.

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

claims against the Borrower will be subordinate in right of payment to the claims against the Borrower in respect of the Senior Liabilities and the RPM Finance Liabilities;

the Shareholders shall not, unless otherwise directed by the Instructing Creditor or as permitted by paragraph (c) of this clause 11.1 (Subordination) prove for the Shareholder Liabilities until the Senior Liabilities and the RPM Finance Liabilities have first been paid or discharged in full (and for all purposes any Distribution received by the Senior Finance Parties or RPM (as applicable) shall only be taken to discharge the Senior Liabilities or the RPM Finance Liabilities (as applicable) to the extent of the actual amount received by the Senior Finance Parties and RPM); and

if any Shareholder is directed by the Instructing Creditor to prove for the Shareholder Liabilities of the Borrower 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 Borrower, or any other person making the Distribution, to the Senior Agent or RPM (as applicable) to the extent necessary to repay all the Senior Liabilities and the RPM Finance Liabilities in full.

At any time on or before the Holdco Funding Loans Discharge Date, upon the occurrence of an Insolvency Event that has occurred to or in respect of Holdco, then in connection with the Holdco Funding Loan Liabilities:

claims against Holdco by the Borrower and RPM will rank equally in right of payment pro rata to the proportion that the Plateau Holdco Capital Liabilities and

RPM Holdco Capital Liabilities bear to Total Holdco Capital Liabilities respectively and in priority to claims against Holdco by the Borrower and RPM in respect of the Holdco A Preference Share Equity Claims and the Relevant Holdco Liabilities shall rank in the order of priority set out in clause 2.2 (Ranking of Relevant Holdco Liabilities);

the Borrower and RPM shall not, unless otherwise directed by the Security Agent, or as permitted by paragraph (e) of this clause 11.1 (Subordination) prove for the Holdco A Preference Share Equity Claims;

if the Borrower or RPM is directed by the Security Agent to prove for the Holdco A Preference Share Equity Claims 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 Holdco, or any other person making the Distribution, to the Security Agent to the extent necessary to repay all the Holdco Funding Loan Liabilities in full.

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

claims against Opco in respect of the Opco Funding Loan Liabilities will rank in right of payment in priority to all other Relevant Opco Liabilities and the Relevant Opco Liabilities shall rank in the order of priority set out in clause 2.3 (Ranking of Relevant Opco Liabilities);

Holdco shall not, unless otherwise directed by the Security Agent or as permitted by paragraph (e) of this clause 11.1 (Subordination), prove for the Opco A Preference Share Equity Claims; and

if Holdco is directed by the Security Agent to prove for the Opco A Preference Share Equity Claims then Holdco 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 Opco, or any other person making the Distribution, to the Security Agent to the extent necessary to repay all the Opco Funding Loan Liabilities in full.

RPM or N2C Resources (as applicable) shall be entitled to prove claims in relation to Relevant Liabilities, which would otherwise be prohibited by the provisions of this clause 11.1 (Subordination) in circumstances in which RPM or N2C Resources 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 RPM or N2C Resources pursuant to such a claim, shall be deposited into a special single purpose

Exercise of rights

Without prejudice to the rest of clause 11.2, on or after the occurrence of a Fundamental Event of Default that is not capable of being remedied or has not been remedied by RPM in accordance with clause 18.14 (RPM Cure Rights) within any applicable cure period, the Security Agent is irrevocably authorised by the Shareholders, RPM and the Intra-Group Creditors 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 Relevant Liabilities due from any Obligor, provided that in taking any such action under the RPM Finance Documents, the Security Agent shall act in accordance with the instructions of RPM provided that such instructions are, to the extent they relate to the sale process of the Secured Assets, not in conflict with any instructions given by the Instructing Creditor.

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, RPM and the Intra-Group Creditors 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 Relevant Liabilities due from the Borrower, provided that in taking any such action under the RPM Finance Documents, the Security Agent shall act in accordance with the instructions of RPM provided that such instructions are, to the extent they relate to the sale process of the Secured Assets, not in conflict with any instructions given by the Instructing Creditor.

Upon the occurrence of any Insolvency Event that has occurred to or in respect of Holdco or Opco (but in the case of Opco only to the extent it triggers a Fundamental Event of Default), the Security Agent subject to the restrictions referred to in clauses 3 (Senior Liabilities), 5 (RPM Liabilities), 6 (Shareholder Liabilities) and 7 (Intra-Group Liabilities) is irrevocably authorised by the Shareholders, RPM and the Intra-Group Creditors 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 Relevant Liabilities due from Holdco or Opco, provided that in taking any such action under the RPM Finance Documents, the Security Agent shall act in accordance with the instructions of RPM provided that such instructions are, to the extent they relate to the sale process of the Secured Assets, not in conflict with any instructions given by the Instructing Creditor.

If, for any reason whatsoever, the Security Agent is not entitled or elects not to take any such action mentioned in clause 11.2(a), (b) or (c), the relevant Creditors shall do so promptly on the request by the Security Agent.

Where a Controlled Creditor is prohibited from proving for any Liabilities under clauses 11.1(a)(ii), 11.1(b)(ii), 11.1(c)(ii) or 11.1(d)(ii) and such prohibition would result in that Controlled Creditor 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 Controlled Creditor may (subject to the rights of the Security Agent under clause 11.2 (Exercise of rights)) file a claim and prove for such Liabilities to the extent necessary to prevent that Creditor permanently losing the right to prove for any such Liabilities provided, in each case, that any amounts received by the relevant Controlled Creditor as a result of or pursuant to such action shall be treated in accordance with clauses 5.7 (Turnover: RPM Liabilities),

APPLICATION OF PROCEEDS

Application (Opco Security Documents)

All proceeds of enforcement of the Transaction Security under the Opco Security Documents and all amounts paid to the Security Agent under this Agreement in relation to such proceeds shall be applied in the following order and in each case pro rata to outstanding amounts owing:

first, in payment of unpaid fees, costs and expenses and Liabilities (including interest on them recoverable under the Opco Counter Indemnity Agreements, the Opco Debt Guarantees, the Opco Security Documents, the Opco Funding Loan Agreement and any other 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 Holdco in connection with the enforcement of the First Ranking Opco Debt Guarantee and the Opco Security Documents;

third, in payment to Holdco for applications towards unpaid and outstanding Opco Funding Loan Liabilities;

fourth, in payment of unpaid costs and expenses incurred by or on behalf of RPM in connection with the enforcement of the Second Ranking Opco Debt Guarantee, the Third Ranking Opco Debt Guarantee and the Opco Security Documents;

fifth, in payment to RPM towards claims of RPM under the Second Ranking Opco Debt Guarantee in respect of the A Preference Share Equity Claims;

sixth, in payment to RPM towards claims of RPM under the Third Ranking Opco Debt Guarantee in respect of the RPM Holdco A Preference Share Equity Claims; and

seventh, in payment of the surplus (if any) to Opco or other person(s) entitled to it,

and pending that application shall be held by the Security Agent as agent for the beneficiaries entitled to it. No such proceeds or amounts shall be applied in payment of any amounts specified in any of the paragraphs in this clause 12.1 until all amounts specified in any earlier paragraph have been paid.

Application (Holdco Security Documents)

All proceeds of enforcement of the Transaction Security under the Holdco Security Documents and all amounts paid to the Security Agent under this Agreement in relation to such proceeds shall be applied in the following order and in each case pro rata to outstanding amounts owing:

first, in payment of unpaid fees, costs and expenses and Liabilities (including interest on them recoverable under the Holdco Security Documents, the RPM Funding Loan Agreement, the Plateau Funding Loan Agreement and any other Finance Documents) incurred by or on behalf of the Security Agent (and any receiver, attorney, adviser, delegate or agent appointed by it) and the remuneration of the Security Agent and its advisers, attorneys, delegates and agents under the above-mentioned agreements;

second, in payment of unpaid costs and expenses incurred by or on behalf of RPM or the Borrower in connection with the enforcement of the Holdco Security Documents;

third, to the Security Agent for applications towards unpaid and outstanding RPM Funding Loan Liabilities and Plateau Funding Loan Liabilities pro rata to the proportion that the Plateau Holdco Capital Liabilities and RPM Holdco Capital Liabilities bear to Total Holdco Capital Liabilities respectively;

fourth, in payment to RPM towards claims of RPM under the Holdco Guarantee in respect of the A Preference Share Equity Claims;

fifth, in payment of the surplus (if any) to Holdco or other person(s) entitled to it,

and pending that application shall be held by the Security Agent as agent for the beneficiaries entitled to it. No such proceeds or amounts shall be applied in payment of any amounts specified in any of the paragraphs in this clause 12.2 until all amounts specified in any earlier paragraph have been paid.

Application (Plateau Security Documents)

All proceeds of enforcement of the Transaction Security under the Plateau Security Documents and all amounts paid to the Security Agent under this Agreement in relation to such proceeds shall be applied in the following order and in each case pro rata to outstanding amounts owing:

first, in payment of unpaid fees, costs and expenses and Liabilities (including interest on them recoverable under the Plateau Counter Indemnity Agreement, the Plateau Debt Guarantees, the Plateau Security Documents, the Senior Facilities Agreement, the RPM Standby Facility Agreement, the RPM Operating Cash Flow Shortfall Facility Agreement or the RPM Plateau A Preference Share Subscription Agreement) 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 Lenders and the Plateau Hedge Counterparties in connection with the enforcement of the Plateau Debt Guarantees and the Plateau Security Documents;

third, in payment to the Senior Agent for applications towards unpaid and outstanding Senior Liabilities in the order of priority specified in the Plateau Intercreditor Agreement;

fourth, in payment of unpaid costs and expenses incurred by or on behalf of RPM in connection with the enforcement of the Second Ranking Plateau Debt Guarantee and the Plateau Security Documents;

fifth, in payment to RPM for applications towards unpaid and outstanding RPM Standby Facility Liabilities;

sixth, in payment of unpaid costs and expenses incurred by or on behalf of RPM in connection with the enforcement of the Third Ranking Plateau Debt Guarantee and the Plateau Security Documents;

seventh, in payment to RPM for applications towards unpaid and outstanding RPM Operating Cash Flow Shortfall Facility Liabilities;

eighth, in payment to RPM for application towards unpaid and outstanding A Preference Share Equity Claims (to the extent lawful); and

ninth, in payment of the surplus (if any) to the Borrower or other person(s) entitled to it,

and pending that application shall be held by the Security Agent as agent for the beneficiaries entitled to it. No such proceeds or amounts shall be applied in payment of any amounts specified in any of the paragraphs in this clause 12.3 until all amounts specified in any earlier paragraph have been paid.

Application (N2C Resource Security Documents)

All proceeds of enforcement of the Transaction Security under the N2C Resource Security Documents and all amounts paid to the Security Agent under this Agreement in relation to such proceeds shall be applied in the following order and in each case pro rata to outstanding amounts owing:

first, in payments of unpaid fees, costs and expenses and Liabilities (including interest recoverable under the N2C Resources Counter Indemnity Agreement, the Senior Facilities Agreement and under any other Finance Documents) incurred by or on behalf of the Security Agent and the Plateau Security SPV (and any receiver, attorney, advisor, 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 advisors, attorneys, delegates and agents under the abovementioned agreements;

second, in payment of unpaid costs and expenses incurred by or on behalf of the Senior Agent in connection with the enforcement of the guarantee provided by N2C Resources in the Senior Facilities Agreement;

third, in payment to the Senior Agent for application towards unpaid and outstanding Senior Liabilities in the order of priority specified in the Plateau Intercreditor Agreement;

fourth, in payment of unpaid costs and expenses incurred by or on behalf of RPM in connection with the enforcement of the Fourth Ranking Plateau Debt Guarantee and the N2C Resources Security Documents;

fifth, in payment to RPM for application toward unpaid and outstanding A Preference Share Equity Claims (to the extent lawful);

sixth, in payment of a surplus (if any) to N2C Resources or other persons entitled to it; and

pending that application shall be held by the Security Agent as agent for the beneficiaries entitled to it. No such proceeds or amount shall be applied in payment of any amounts specified in any of the paragraphs in this clause 12.4 until all amounts specified in any earlier paragraph have been paid.

Application (Relevant Opco Liabilities)

All amounts paid to the Security Agent under this Agreement in relation to the Relevant Opco Liabilities (whether under the turnover provisions or otherwise) shall be applied by the Security Agent in the order of priority and in each case pro rata to the outstanding amounts owing, as set out in clause 2.3 (Ranking of Relevant Opco Liabilities).

Application (Relevant Holdco Liabilities)

All amounts paid to the Security Agent under this Agreement in relation to the Relevant Holdco Liabilities (whether under the turnover provisions or otherwise) shall be applied by the Security Agent in the order of priority and in each case pro rata to the outstanding amounts owing, as set out in clause 2.2 (Ranking of Relevant Holdco Liabilities).

Application (Relevant Borrower Liabilities)

All amounts paid to the Security Agent under this Agreement in relation to the Relevant Borrower Liabilities (whether under the turnover provisions or otherwise) shall be applied by the Security Agent in the order of priority and in each case pro rata to the outstanding amounts owing, as set out in clause 2.1 (Ranking of Relevant Borrower Liabilities).

Report recoveries

Nothing in this Agreement shall prevent any Party making claims for costs or damages in relation to the Reports provided that:

before any Party takes such action, it will (except in the case of the Senior Finance Parties) notify and consult the other Parties to whom the relevant Report is addressed on the nature of the action to be taken;

if any Senior Liabilities remain outstanding and any Shareholder receives any moneys as a result of making any claim for costs or damages in relation to any Report, the recipient shall pay an amount equal to the amount of such moneys (less the costs and expenses reasonably incurred in making such claim or conducting such necessary litigation taking into account the costs of conducting such litigation and any taxation payable in respect of the amount recovered) to the Borrower by way of a loan which shall form part of the Shareholder Liabilities (if any) owing to that Shareholder and, as such, shall rank pari passu with the other Shareholder Liabilities (if any) due to such Party in accordance with the provisions of this Agreement and otherwise be subject to the provisions of this Agreement governing that Shareholder Liability.

SUBORDINATION PROTECTIONS

Continuing subordination

The subordination and priority provisions in this Agreement constitute a continuing subordination and benefit to the ultimate balance of the Senior Liabilities and the RPM Finance Liabilities respectively regardless of any intermediate payment or discharge of the Senior Liabilities or the RPM Finance Liabilities (as applicable) in whole or in part.

Avoidance of payments

If any payment by an Obligor or any release given by the Security Agent or any Security SPV (whether in respect of debts or any Security for them or otherwise) is avoided or reduced as a result of insolvency or any similar event:

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

The subordination and priority provisions in this Agreement will not be affected by any act, omission, matter or thing which, but for this clause 13, would reduce or release the Parties from their obligations or otherwise prejudice such Parties’ obligations under this Agreement (without limitation whether or not known to it or any other Party) or otherwise affect those subordination and priority provisions, including:

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 or similar proceedings.

Appropriations

On or before the Senior Discharge Date, each Senior Finance Party (or any agent on its behalf) may, subject to its obligations under this Agreement:

refrain from enforcing Transaction Security or rights held or received by it (or any agent on its behalf) in respect of its Relevant Liabilities, or apply any moneys or other assets received or recovered by it under this Agreement or from any person against its Relevant 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 Senior Discharge Date provided that when the amount of moneys received in respect of Senior Liabilities are sufficient to bring about the Senior Discharge Date, that amount shall be applied against the Senior Liabilities.

After the Senior Discharge Date but on or before the RPM Discharge Date, RPM (or any agent on its behalf) may, subject to its obligations under this Agreement:

refrain from enforcing Transaction Security or rights held or received by it (or any agent on its behalf) in respect of the RPM Finance Liabilities, or apply any moneys or other assets received or recovered by it under this Agreement or from any person against its RPM Finance 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 RPM Finance Documents or under this Agreement in aggregate are sufficient to bring about the RPM Discharge Date provided that when the amount of moneys received in respect of the RPM Finance Liabilities are sufficient to bring about the RPM Discharge Date, that amount shall be applied against the RPM Finance Liabilities.

PRESERVATION OF CONTROLLED 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

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.

RPM will not 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 in relation to the RPM Liabilities (unless such liability arises solely from the gross negligence, wilful default or fraud of RPM); or

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

STATUS OF OBLIGORS AND CONTROLLED CREDITORS

Each Controlled Creditor, each Obligor and the Pelawan Dividend Trust is a Party to this Agreement in order to acknowledge the priorities, rights and obligations set out in this Agreement and undertakes not to take or agree to take any action which may prejudice or affect the enforcement of the provisions of this Agreement or do anything which would be inconsistent with any provision of this Agreement.

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 16.1(b), 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 11.1 (Subordination) are exclusively for the benefit of the Senior Finance Parties and RPM and may be amended or waived by the Senior Finance Parties and RPM 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 16.1 will be binding on all parties and the Security Agent may effect, on behalf of the Senior Agent, either Security SPV or any Creditor, any amendment or waiver permitted by this clause 16.1.

Consents under Transaction Security Documents

Unless the provisions of any Finance Document expressly provide otherwise, the Security Agent may, if authorised by the Instructing Creditor give or agree a Consent under any of the Transaction Security Documents which shall be binding on each Party, except that the prior

consent of the Senior Agent, the Borrower and RPM is required to authorise any amendment of any Transaction Security Document which would affect the nature or the scope of the Secured Assets or the manner in which proceeds of enforcement are distributed. The Instructing Creditor shall, prior to giving such authorisation, consult with RPM in order to ensure that RPM shall not be prejudiced by the granting of such authorisation in relation to the relevant Consent.

No objections

No Controlled Creditor or Obligor shall have any claim or remedy against any of:

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 Senior 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 RPM Finance Document or any other agreement,

which breaches or causes a default, an event of default or potential event of default (however described) under any Finance Document or any Subordinated Document, unless entered into in breach of, or contrary to the terms of, this Agreement.

REPRESENTATIONS AND WARRANTIES

Each Controlled Creditor represents and warrants to each Senior Finance Party and RPM represents and warrants to each Subordinated Party and each Subordinated Party represents and warrants to RPM that:

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 and (as applicable) copied to the Senior Agent on or about the Closing Date contain all the terms and conditions of the Controlled Liabilities.

INFORMATION AND OTHER UNDERTAKINGS

Defaults

The Senior Agent and RPM will notify each other promptly upon becoming aware of the occurrence of any Default, Event of Default, Senior Declared Default or RPM Declared Default.

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

The Senior Agent will notify the Parent and RPM of any formal request for instruction issued by it to the Senior Lenders in connection with the Senior Agent exercising its rights under clause 28.20 (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 clause 3.4 (Permitted Enforcement Action: Senior Event of Default) and shall provide the Parent and RPM 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.

Waiver of Defaults

Upon the waiver or remedy of an Event of Default in accordance with the Finance Documents, the Senior Agent or RPM (as applicable) will promptly notify the other in writing of that waiver or remedy.

Upon the waiver or remedy of an event of default or breach (however so called) under any Transaction Document, the Controlled Creditors will promptly notify the Senior Agent in writing of that waiver or remedy.

Amount of Liabilities

Each of the Senior Agent, RPM, the Shareholders and the Intra-Group Creditors will on request by any of the others or the Security Agent from time to time notify the others and the Security Agent of details of the amount of outstanding Senior Liabilities, its outstanding RPM Liabilities, its outstanding Shareholder Liabilities or its Intra-Group Liabilities respectively.

Other information

Each Obligor authorises each Senior Finance Party and RPM to disclose to each other Senior Finance Party and RPM all information relating to it, any of its Subsidiaries or the Shareholders and the Borrower Group as a whole or any Shareholder or any member the Borrower Group coming into the possession of that Senior Finance Party or RPM in connection with any Senior Finance Document, RPM Finance Document or Subordinated Document (including the respective amounts of any Liabilities outstanding from time to time).

RPM authorises each Senior Finance Party and each Obligor to disclose to each other Senior Finance Party and each Obligor all information relating to it or any of its Subsidiaries coming into the possession of that Senior Finance Party or Obligor in connection with any Senior Finance Document, RPM Finance Document or Subordinated Document (including the respective amounts of any Liabilities outstanding from time to time).

RPM shall supply to the Senior Agent (in sufficient copies for all the Senior Finance Parties) as soon as they are available but in any event within 120 days after the end of each of its financial years, its audited consolidated financial statements for each financial year.

Registration and notice

The Parties will co-operate with each other with a view to reflecting the priority of the Transaction Security in any register or with any filing or registration authority and in giving written notice to any person of any of the Transaction Security.

Consultation

The Security Agent shall, so far as practicable in the circumstances, consult with the Senior Agent and RPM:

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,

but nothing in this clause 18.7 or elsewhere in this Agreement will, as a result of any failure to consult, invalidate or otherwise affect any action or step taken without any such consultation.

Ranking overseas

Each Party undertakes to use all reasonable endeavours to ensure that the provisions of this Agreement as to the relative ranking of priorities and subordination as between the Parties shall be given effect to in all relevant jurisdictions.

Obligors’ Agent

Each Obligor acknowledges the appointment of the Borrower as Obligors' Agent pursuant to clause 2.3 (Obligors' Agent) of the Senior Facilities Agreement and the terms of that clause are incorporated in this Agreement mutatis mutandis.

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.

Assumption of direct obligations

As between (a) the Senior Finance Parties and (b) Holdco and Opco, if and to the extent that Holdco or Opco is the subject of an undertaking by the Borrower or another Obligor to procure that it complies with an undertaking or obligation under the Senior Facilities Agreement (arising, for example, in its capacity as a member of the Borrower Group, a Subsidiary or an Affiliate of the Borrower or that other Obligor), each of Holdco and Opco undertakes to ensure that it will comply with that undertaking or other obligation as if that undertaking or other obligation had applied to it directly as a primary obligation under this Agreement mutatis mutandis.

Proceeds Accounts

RPM (in its capacity as shareholder of Holdco and insofar as it is possible for it to so procure, having regard to its rights as shareholder contained, inter alia, in the Holdco Shareholders Agreement) and each Obligor, shall procure that all proceeds from:

any utilisation of or advance under the Opco Funding Loan Agreement or Opco Shareholder Loan Agreement (as the case may be);