Common use of Acknowledgment and Confirmation Clause in Contracts

Acknowledgment and Confirmation. (a) Each of the Guarantors and the Borrowers hereby acknowledges and consents to the terms and conditions of the Amendment and the Amended Credit Agreement and the transactions contemplated thereby and hereby (collectively, the “Transactions”). In addition, each of the Guarantors and the Borrowers hereby (a) affirms and confirms its guarantees, pledges, mortgages, charges, grants of security, assignments (by way of security or otherwise) or other undertakings under each Loan Document to which it is a party, including its obligations as a Guarantor under the Guarantee Agreement, its obligations as an Obligor under the U.S. Collateral Agreement or its obligations as an Obligor or Pledgor under the Foreign Collateral Agreement or any Cayman Security Document, as applicable, in each case on a continuous basis after giving effect to the Transactions, and (b) acknowledges and agrees that (i) each Loan Document to which it is a party, as amended, shall remain in full force and effect on a continuous basis after giving effect to the Transactions and (ii) all guarantees, pledges, mortgages, charges, grants of security, assignments (by way of security or otherwise) or other undertakings, rights and obligations thereunder shall remain in full force and effect, as amended, and shall accrue to the benefit of the Secured Parties (or, with respect to the Cayman Security Documents, to the Collateral Agent, acting for and on behalf of the Secured Parties), and will extend to any increase in the balance of sums payable by any Guarantor or Obligor under the Loan Documents as a result of the amendment of the Credit Agreement and such amounts form part of the Obligations, in each case on a continuous basis after giving effect to the Transactions. (b) Each Pledgor (as defined in the Amended Foreign Collateral Agreement) hereby grants a security interest in favor of the Collateral Agent in and to all of such Pledgor’s right, title and interest in the Pledged Collateral (as defined in the Amended Foreign Collateral Agreement) to secure the payment and performance of the Obligations. (c) Each Grantor (as defined in the Amended Foreign Collateral Agreement) hereby grants a security interest in favor of the Collateral Agent in and to all of such Grantor’s right, title and interest in the Article 9 Collateral (as defined in the Amended Foreign Collateral Agreement) to secure the payment and performance of the Obligations. (d) Each Grantor (as defined in the U.S. Collateral Agreement) hereby grants a security interest in favor of the Collateral Agent in and to all of such Grantor’s right, title and interest in the Pledged Collateral (as defined in the U.S. Collateral Agreement) and the Article 9 Collateral (as defined in the U.S. Collateral Agreement), in each case to secure the payment and performance of the Obligations.

Acknowledgment and Confirmation. 3.1 The Guarantors acknowledge and consent to such amendments to the Facility Agreement as are set forth herein. 3.2 The Guarantors hereby confirm that the guaranteed obligations as described in Section 17 of the Facility Agreement (the Guaranteed Obligations) and each of the other Finance Documents executed by it, (a) Each continue to be valid and enforceable against it in accordance with their respective terms; and (b) continue to guarantee or secure, as applicable, all of the Guarantors debts, liabilities and the Borrowers hereby acknowledges and consents obligations of each Obligor whether arising pursuant to the terms Facility Agreement as amended by this Amendment or otherwise. 3.3 For greater certainty, and conditions without limiting the scope of the Amendment and the Amended Credit Agreement and the transactions contemplated thereby and hereby (collectivelyArticle 4 below, the “Transactions”). In additionGuarantors acknowledge, each of the Guarantors confirm and the Borrowers hereby agree as follows: (a) affirms it is bound by and confirms liable to perform all of its guaranteescovenants, pledges, mortgages, charges, grants of security, assignments (by way of security or otherwise) or other undertakings agreements and obligations under each Loan Document the Finance Documents to which it is a party, including its obligations as a Guarantor under the Guarantee Agreement, its obligations as an Obligor under the U.S. Collateral Agreement or its obligations as an Obligor or Pledgor under the Foreign Collateral Agreement or any Cayman Security Document, as applicable, in each case on a continuous basis after giving effect to the Transactions, and ; (b) acknowledges and agrees that (i) each Loan Document neither the other Finance Documents to which it is a partyparty nor any Security granted thereunder has been or will be terminated, as amendedreleased, shall remain in full force and effect on discharged or otherwise affected by the Amendment; and (c) the Finance Documents to which it is a continuous basis after giving effect to the Transactions and (ii) all guarantees, pledges, mortgages, charges, grants of security, assignments (by way of security or otherwise) or other undertakings, rights and obligations thereunder shall party remain in full force and effect, unamended (except as amended, and shall accrue to the benefit contemplated in this Amendment) as of the Secured Parties (orAmendment Effective Date and the Transaction Security created thereby remain valid and duly perfected. 3.4 The Lender, with respect to the Cayman Security Documents, to Agent and the Collateral Agent, acting for Obligors acknowledge and on behalf agree that should the amount of the Secured Parties), and will extend to any increase in the balance of sums payable by any Guarantor or Obligor under the Loan Documents Facility Obligations exceed US$50,000,000,00 as a result of the amendment of the Credit Agreement and such amounts form part of the Obligations, an increase in each case on a continuous basis after giving effect to the Transactions. (b) Each Pledgor Hedge Obligations (as defined in the Amended Foreign Collateral Intercreditor Agreement) hereby grants a security interest in favor (any such excess indebtedness, “Additional Exposure”), the Security of the Collateral Agent in and to all of such Pledgor’s right, title and interest in the Pledged Collateral Finance Parties (as defined in the Amended Foreign Collateral Intercreditor Agreement) shall, to secure the extent of such Additional Exposure, rank junior and subordinate and the Additional Disclosure shall be postponed and subordinated in right of payment and performance until repayment in full of the Obligations. (c) Each Grantor all Gold Delivery Obligations (as defined in the Amended Foreign Collateral Agreement) hereby grants a security interest in favor of the Collateral Agent in and to all of such Grantor’s right, title and interest in the Article 9 Collateral (as defined in the Amended Foreign Collateral Agreement) to secure the payment and performance of the Obligations. (d) Each Grantor (as defined in the U.S. Collateral Agreement) hereby grants a security interest in favor of the Collateral Agent in and to all of such Grantor’s right, title and interest in the Pledged Collateral (as defined in the U.S. Collateral Agreement) and the Article 9 Collateral (as defined in the U.S. Collateral Intercreditor Agreement), in each case to secure the payment and performance of the Obligations.

Acknowledgment and Confirmation. 3.1 The Guarantors acknowledge and consent to such amendments to the Facility Agreement as are set forth herein. 3.2 The Guarantors hereby confirm that the guaranteed obligations as described in Section 17 of the Facility Agreement (the Guaranteed Obligations) and each of the other Finance Documents executed by it, (a) Each continue to be valid and enforceable against it in accordance with their respective terms; and (b) continue to guarantee or secure, as applicable, all of the Guarantors debts, liabilities and the Borrowers hereby acknowledges and consents obligations of each Obligor whether arising pursuant to the terms Facility Agreement as amended by this Amendment or otherwise. 3.3 For greater certainty, and conditions without limiting the scope of the Amendment and the Amended Credit Agreement and the transactions contemplated thereby and hereby (collectivelyArticle 4 below, the “Transactions”). In additionGuarantors acknowledge, each of the Guarantors confirm and the Borrowers hereby agree as follows: (a) affirms it is bound by and confirms liable to perform all of its guaranteescovenants, pledges, mortgages, charges, grants of security, assignments (by way of security or otherwise) or other undertakings agreements and obligations under each Loan Document the Finance Documents to which it is a party, including its obligations as a Guarantor under the Guarantee Agreement, its obligations as an Obligor under the U.S. Collateral Agreement or its obligations as an Obligor or Pledgor under the Foreign Collateral Agreement or any Cayman Security Document, as applicable, in each case on a continuous basis after giving effect to the Transactions, and ; (b) acknowledges and agrees that (i) each Loan Document neither the other Finance Documents to which it is a partyparty nor any Security granted thereunder has been or will be terminated, as amendedreleased, shall remain in full force and effect on discharged or otherwise affected by the Amendment; and (c) the Finance Documents to which it is a continuous basis after giving effect to the Transactions and (ii) all guarantees, pledges, mortgages, charges, grants of security, assignments (by way of security or otherwise) or other undertakings, rights and obligations thereunder shall party remain in full force and effect, unamended (except as amended, and shall accrue to the benefit contemplated in this Amendment) as of the Secured Parties (orAmendment Effective Date and the Transaction Security created thereby remain valid and duly perfected. 3.4 The Lender, with respect to the Cayman Security Documents, to Agent and the Collateral Agent, acting for Obligors acknowledge and on behalf agree that should the amount of the Secured Parties), and will extend to any increase in the balance of sums payable by any Guarantor or Obligor under the Loan Documents Facility Obligations exceed US$[****] as a result of the amendment of the Credit Agreement and such amounts form part of the Obligations, an increase in each case on a continuous basis after giving effect to the Transactions. (b) Each Pledgor Hedge Obligations (as defined in the Amended Foreign Collateral Intercreditor Agreement) hereby grants a security interest in favor (any such excess indebtedness, “Additional Exposure”), the Security of the Collateral Agent in and to all of such Pledgor’s right, title and interest in the Pledged Collateral Finance Parties (as defined in the Amended Foreign Collateral Intercreditor Agreement) shall, to secure the extent of such Additional Exposure, rank junior and subordinate and the Additional Disclosure shall be postponed and subordinated in right of payment and performance until repayment in full of the Obligations. (c) Each Grantor all Gold Delivery Obligations (as defined in the Amended Foreign Collateral Agreement) hereby grants a security interest in favor of the Collateral Agent in and to all of such Grantor’s right, title and interest in the Article 9 Collateral (as defined in the Amended Foreign Collateral Agreement) to secure the payment and performance of the Obligations. (d) Each Grantor (as defined in the U.S. Collateral Agreement) hereby grants a security interest in favor of the Collateral Agent in and to all of such Grantor’s right, title and interest in the Pledged Collateral (as defined in the U.S. Collateral Agreement) and the Article 9 Collateral (as defined in the U.S. Collateral Intercreditor Agreement), in each case to secure the payment and performance of the Obligations.

Acknowledgment and Confirmation. 3.1 The Guarantors acknowledge and consent to such amendments to the Facility Agreement as are set forth herein. 3.2 The Guarantors hereby confirm that the guaranteed obligations as described in Section 17 of the Facility Agreement (the Guaranteed Obligations) and each of the other Finance Documents executed by it, (a) Each continue to be valid and enforceable against it in accordance with their respective terms; and (b) continue to guarantee or secure, as applicable, all of the Guarantors debts, liabilities and the Borrowers hereby acknowledges and consents obligations of each Obligor whether arising pursuant to the terms Facility Agreement as amended by this Amendment or otherwise. 3.3 For greater certainty, and conditions without limiting the scope of the Amendment and the Amended Credit Agreement and the transactions contemplated thereby and hereby (collectivelyArticle 4 below, the “Transactions”). In additionGuarantors acknowledge, each of the Guarantors confirm and the Borrowers hereby agree as follows: (a) affirms it is bound by and confirms liable to perform all of its guaranteescovenants, pledges, mortgages, charges, grants of security, assignments (by way of security or otherwise) or other undertakings agreements and obligations under each Loan Document the Finance Documents to which it is a party, including its obligations as a Guarantor under the Guarantee Agreement, its obligations as an Obligor under the U.S. Collateral Agreement or its obligations as an Obligor or Pledgor under the Foreign Collateral Agreement or any Cayman Security Document, as applicable, in each case on a continuous basis after giving effect to the Transactions, and ; (b) acknowledges and agrees that (i) each Loan Document neither the other Finance Documents to which it is a partyparty nor any Security granted thereunder has been or will be terminated, as amendedreleased, shall remain in full force and effect on discharged or otherwise affected by the Amendment; and (c) the Finance Documents to which it is a continuous basis after giving effect to the Transactions and (ii) all guarantees, pledges, mortgages, charges, grants of security, assignments (by way of security or otherwise) or other undertakings, rights and obligations thereunder shall party remain in full force and effect, unamended (except as amended, and shall accrue to the benefit contemplated in this Amendment) as of the Secured Parties (orAmendment Effective Date and the Transaction Security created thereby remain valid and duly perfected. 3.4 The Lender, with respect to the Cayman Security Documents, to Agent and the Collateral Agent, acting for Obligors acknowledge and on behalf agree that should the amount of the Secured Parties), and will extend to any increase in the balance of sums payable by any Guarantor or Obligor under the Loan Documents Facility Obligations exceed US$ [redacted for commercially sensitive information] as a result of the amendment of the Credit Agreement and such amounts form part of the Obligations, an increase in each case on a continuous basis after giving effect to the Transactions. (b) Each Pledgor Hedge Obligations (as defined in the Amended Foreign Collateral Intercreditor Agreement) hereby grants a security interest in favor (any such excess indebtedness, “Additional Exposure”), the Security of the Collateral Agent in and to all of such Pledgor’s right, title and interest in the Pledged Collateral Finance Parties (as defined in the Amended Foreign Collateral Intercreditor Agreement) shall, to secure the extent of such Additional Exposure, rank junior and subordinate and the Additional Disclosure shall be postponed and subordinated in right of payment and performance until repayment in full of the Obligations. (c) Each Grantor all Gold Delivery Obligations (as defined in the Amended Foreign Collateral Agreement) hereby grants a security interest in favor of the Collateral Agent in and to all of such Grantor’s right, title and interest in the Article 9 Collateral (as defined in the Amended Foreign Collateral Agreement) to secure the payment and performance of the Obligations. (d) Each Grantor (as defined in the U.S. Collateral Agreement) hereby grants a security interest in favor of the Collateral Agent in and to all of such Grantor’s right, title and interest in the Pledged Collateral (as defined in the U.S. Collateral Agreement) and the Article 9 Collateral (as defined in the U.S. Collateral Intercreditor Agreement), in each case to secure the payment and performance of the Obligations.