Common use of Additional positive covenants Clause in Contracts

Additional positive covenants. Funding 1 covenants and undertakes with the Funding 1 Security Trustee for the benefit of the Funding 1 Secured Creditors as follows: (a) to cause to be prepared and certified by its auditors in respect of each Financial Year accounts in such form as will comply with relevant legal and accounting requirements for the time being; (b) at all times to keep or procure the keeping of proper books of account and records as may be necessary to comply with all applicable laws and so as to enable financial statements to be prepared and to allow the Funding 1 Security Trustee and any person or persons appointed by the Funding 1 Security Trustee to whom Funding 1 shall have no reasonable objection free access to such books of account and records at all times during normal business hours upon reasonable notice in writing provided that such inspection shall only be for the purposes of carrying out its duties under this Deed and any information so obtained shall only be used and passed on to any other person for the purpose of the Funding 1 Security Trustee carrying out its duties under this Deed; (c) to give notice in writing to the Funding 1 Security Trustee of the occurrence of an Intercompany Loan Event of Default, a Potential Intercompany Loan Event of Default and/or the service of an Intercompany Loan Acceleration Notice (which has not been served by the Funding 1 Security Trustee) (such notice to be effective by the delivery of a copy of the Intercompany Loan Acceleration Notice to the Funding 1 Security Trustee) immediately upon becoming aware thereof and without waiting for the Funding 1 Security Trustee to take any further action; (d) give to the Funding 1 Security Trustee (i) within 14 days after demand by the Funding 1 Security Trustee therefore and (ii) (without the necessity for any such demand) promptly after the publication of its audited accounts in respect of each Financial Year and in any event not later than the date required by statute to file or publish (whichever is earlier) such audited accounts after the end of each such Financial Year a certificate signed by two directors of Funding 1 to the effect that as at a date not more than seven days before delivering such certificate (the certification date) there did not exist and had not existed since the certification date of the previous certificate (or in the case of the first such certificate the date hereof) an Intercompany Loan Event of Default or a Potential Intercompany Loan Event of Default (or if such then exists or existed specifying the same) and that during the period from and including the certification date of the last such certificate (or in the case of the first such certificate the date hereof) to and including the certification date of such certificate Funding 1 has complied, to the best of their knowledge and belief, with all its obligations contained in this Deed and each of the other Funding 1 Agreements or (if such is not the case) specifying the respects in which it has not so complied; (e) at all times to execute all such further documents and do all such further acts and things as may in the reasonable opinion of the Funding 1 Security Trustee be necessary at any time or times to give effect to the terms and conditions of this Deed and the other Funding 1 Agreements; (f) at all times to comply with the obligations and provisions binding upon it under and pursuant to this Deed and the other Funding 1 Agreements; and (g) duly and promptly to pay and discharge all Taxes imposed upon it or its assets unless such Taxes are, in the opinion of the Funding 1 Security Trustee, being contested in good faith by Funding 1.

Additional positive covenants. Funding 1 While any Facility Indebtedness is outstanding, each Credit Party covenants and undertakes agrees with the Funding 1 Security Trustee for the benefit Finance Parties that it will, and ensure that each of the Funding 1 Secured Creditors as follows:Subsidiaries will from time to time (except in the case of Mnombo, in respect of which each Credit Party covenants and agrees with the Finance Parties that it will in good faith make all reasonable commercial efforts and take all such steps and proceedings within its power, authority and capacity to ensure that Mnombo will from time to time): (a) to cause to be prepared at all times maintain its corporate existence, obtain and certified by maintain all material Authorizations required or necessary at such time in connection with its auditors business, the Project or the Waterberg JV Project, and each part thereof and the Platinum Group Assets, and carry on and conduct its business in respect of each Financial Year accounts in such form as will comply with relevant legal a reasonably proper and accounting requirements for the time beingefficient manner; (b) at all times to keep or procure the keeping of cause to be kept proper books of account and records as may be necessary to comply with all applicable laws and so as to enable financial statements make or cause to be prepared made therein true and complete entries of all of its dealings and transactions in relation to allow its business in accordance with IFRS, and at all reasonable times will furnish or cause to be furnished to the Funding 1 Security Trustee Finance Parties or their duly authorized agent or attorney such information relating to its operations as the Agent (in accordance with the instructions of the Majority Lenders) may request and any person or persons appointed by the Funding 1 Security Trustee to whom Funding 1 shall have no reasonable objection free access to such books of account shall be open for inspection by the Finance Parties or such agent or attorney upon reasonable request and records in connection therewith the Credit Parties shall at all reasonable times during normal business hours and upon reasonable notice in writing allow the Finance Parties or their duly authorized agents or attorneys to inspect the assets of the Credit Parties (such inspection to be at the cost and expense of the Borrower for up to two (2) inspections per calendar year, provided that such inspection costs and expenses shall only be for the purposes of carrying out its duties under this Deed and any information so obtained shall only be used and passed on to any other person for the purpose of the Funding 1 Security Trustee carrying out its duties under this Deedreasonable); (c) ensure that each of the Security Documents to give notice in writing which it is a party will at all times constitute valid and perfected first ranking security over the collateral subject thereto, subject only to Permitted Encumbrances, and at all times take all actions necessary or reasonably requested to create, perfect and maintain the Security Interests granted pursuant to the Funding 1 Security Trustee of Documents as perfected first ranking security over the occurrence of an Intercompany Loan Event of Defaultcollateral subject thereto, a Potential Intercompany Loan Event of Default and/or the service of an Intercompany Loan Acceleration Notice (which has not been served by the Funding 1 Security Trustee) (such notice subject only to be effective by the delivery of a copy of the Intercompany Loan Acceleration Notice to the Funding 1 Security Trustee) immediately upon becoming aware thereof and without waiting for the Funding 1 Security Trustee to take any further actionPermitted Encumbrances; (d) give to the Funding 1 Security Trustee (i) within 14 days after demand by the Funding 1 Security Trustee therefore duly and (ii) (without the necessity for any such demand) promptly after the publication of its audited accounts in respect of each Financial Year punctually perform and in any event not later than the date required by statute to file or publish (whichever is earlier) such audited accounts after the end of each such Financial Year a certificate signed by two directors of Funding 1 to the effect that as at a date not more than seven days before delivering such certificate (the certification date) there did not exist and had not existed since the certification date carry out all of the previous certificate (covenants and acts or in the case of the first such certificate the date hereof) an Intercompany Loan Event of Default or a Potential Intercompany Loan Event of Default (or if such then exists or existed specifying the same) and that during the period from and including the certification date of the last such certificate (or in the case of the first such certificate the date hereof) things to and including the certification date of such certificate Funding 1 has complied, to the best of their knowledge and belief, with all its obligations contained be done by it as provided in this Deed Agreement and each of the other Funding 1 Agreements or (if such is not the case) specifying the respects in which it has not so compliedFacility Documents; (e) at obtain, maintain and, as required, timely renew all times to execute all such further documents required governmental Authorizations and do all such further acts third party approvals and things consents for development and operation of the Project or the Waterberg JV Project, and each part thereof (as may in be required for the reasonable opinion then current state of development or operation of the Funding 1 Security Trustee be necessary at Project or the Waterberg JV Project, or any time or times part thereof), including but not limited to give effect to the terms and conditions of this Deed and the other Funding 1 Agreementsall Authorizations required under applicable Environmental Laws; (f) at comply in all times to comply material respects with the obligations all Applicable Law, including Environmental Laws and provisions binding upon it under and pursuant to this Deed and the other Funding 1 Agreements; andApplicable Securities Legislation; (g) duly ensure that, at all times, Maseve holds all present and after-acquired property now or hereafter located at, on or about the Project or any part thereof or now or hereafter used or acquired for use primarily in connection with, primarily related to, or produced from the Project or any part thereof or any business or operations thereat, and all proceeds thereof (other than property owned by contractors authorized by one or more of the Credit Parties or their Subsidiaries to carry on business at the Project); (A) maintain policies of insurance with responsible carriers and in such amounts and covering such risks as are usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which it operates; (B) deliver to the Agent evidence of such insurance coverage; and (C) on an annual basis and/or at any other time, promptly at the request of the Agent, deliver to the Agent all certificates and reports prepared in connection with such insurance; (i) maintain or cause to be maintained the Platinum Group Assets in good condition in accordance with prudent industry standards; (j) pay and discharge or cause to be paid and discharged, promptly when due, all Taxes imposed upon it or in respect of any of its assets unless or upon the income or profits therefrom as well as all claims of any kind (including claims for labour, materials, supplies and rent) which, if unpaid, might become a lien thereupon; provided however, that it shall not be required to pay or cause to be paid any such Taxes areTax or claim if the amount, in the opinion of the Funding 1 Security Trustee, being applicability or validity thereof shall concurrently be contested in good faith by Funding 1appropriate proceedings diligently conducted; (k) promptly pay or make provisions satisfactory to the Agent (in accordance with the instructions of the Finance Parties) for the payment of any additional amounts, including Taxes and charges which may be imposed on the Borrower or the Guarantor by the laws of South Africa or Canada or any state, province, territory or other jurisdiction thereof (except income tax or security transfer tax, if any), which shall be payable with respect to the Facility; (l) cause all necessary and proper steps to be taken diligently to protect and defend the Platinum Group Assets and the proceeds thereof against any material adverse claim or demand, including without limitation, the employment or use of counsel for the prosecution or defence of litigation and the contest, settlement, release or discharge of any such claim or demand; (m) as may be required by the Agent (in accordance with the instructions of the Majority Lenders) from time to time, execute and deliver such further and other documents and do all matters and things which are necessary to carry out the intention and provisions of this Agreement; (n) the Borrower and the Subsidiaries will at all times comply with all International Trade Laws in all material respects; (o) provide such access and information, including documents, correspondence and access to accountants and professional advisors, as the Agent may require with regard to Waterberg JV, the Waterberg JV Project, the RBPlats Transaction (as defined in the Side Letter) and the Impala Transactions (as defined in the Side Letter); (p) deliver to the Agent, within 15 calendar days of the end of each month, a complete and accurate listing of all accounts payable and other liabilities of each of the Borrower, the Guarantor and their respective direct and indirect Subsidiaries, including the aging of each such account payable or liability as at the end of the applicable month; (q) by not later than December 5, 2017, enter into definitive binding agreements in respect of the Plant Transaction (as defined in the RBPlat Term Sheet) on the terms contained in the RBPlat Term Sheet and on terms otherwise satisfactory to the Agent; (r) within ten Banking Days of receipt of the Net Proceeds (as defined in the Side Letter Consent), (i) the Guarantor shall have paid over the Net Proceeds to the Borrower, (ii) the Borrower shall have paid to the First Lien Agent from the Net Proceeds an amount equal to the Subsequent First Lien Debt (as defined in the Side Letter Consent) to fully repay and discharge the Subsequent First Lien Debt (the amount so paid the “First Lien Debt Repayment”) and (iii) the Borrower shall have (x) delivered to counsel to the First Lien Agent (the “Escrow Agent”) an amount equal to the US $1.4 Million (the “Escrow Funds”) to be held by the Escrow Agent in escrow pursuant to the Escrow Agreement, with such sum to be used to satisfy the Credit Parties obligations to pay outstanding payables and general administrative expenses of the Borrower and the Guarantor (the “G&A Expenses”) as requested by the Borrower and approved by the First Lien Agent and the Agent, and (y) deposited the South African Rand equivalent of $4.8 Million (the “Permitted Use Funds” into a segregated account in South Africa established by the Guarantor (the “Permitted RSA Account”), with such funds to be used as permitted by the Second Side Letter; (s) have received, in form and substance satisfactory to the Agent, all approvals necessary or desirable (including South African Reserve Bank Approval) in connection with this Agreement, the Side Letter, the Production Payment Agreement Termination Agreement and the Security Documents by not later than November 30, 2017 (the “2017 SARB Approval”); (t) cause, within 60 days of the date hereof, every bank account located in Canada and listed in Schedule G to be subject to an account control agreement in form and substance satisfactory to the Agent.

Additional positive covenants. Funding 1 2 covenants and undertakes with the Funding 1 2 Security Trustee for the benefit of the Funding 1 2 Secured Creditors as follows: (a) to cause to be prepared and certified by its auditors in respect of each Financial Year accounts in such form as will comply with relevant legal and accounting requirements for the time being; (b) at all times to keep or procure the keeping of proper books of account and records as may be necessary to comply with all applicable laws and so as to enable financial statements to be prepared and to allow the Funding 1 2 Security Trustee and any person or persons appointed by the Funding 1 2 Security Trustee to whom Funding 1 2 shall have no reasonable objection free access to such books of account and records at all times during normal business hours upon reasonable notice in writing provided that such inspection shall only be for the purposes of carrying out its duties under this Deed and any information so obtained shall only be used and passed on to any other person for the purpose of the Funding 1 2 Security Trustee carrying out its duties under this Deed; (c) to give notice in writing to the Funding 1 2 Security Trustee of the occurrence of an any Master Intercompany Loan Event of Default, a Potential Master Intercompany Loan Event of Default and/or the service of an a Master Intercompany Loan Acceleration Notice (which has not been served by the Funding 1 2 Security Trustee) (such notice to be effective by the delivery of a copy of the Master Intercompany Loan Acceleration Notice to the Funding 1 2 Security Trustee) immediately upon becoming aware thereof and without waiting for the Funding 1 2 Security Trustee to take any further action; (d) give to the Funding 1 2 Security Trustee (i) within 14 days after demand by the Funding 1 2 Security Trustee therefore and (ii) (without the necessity for any such demand) promptly after the publication of its audited accounts in respect of each Financial Year and in any event not later than the date required by statute to file or publish (whichever is earlier) such audited accounts after the end of each such Financial Year a certificate signed by two directors of Funding 1 2 to the effect that as at a date not more than seven days before delivering such certificate (the certification date) there did not exist and had not existed since the certification date of the previous certificate (or in the case of the first such certificate the date hereof) an any Master Intercompany Loan Event of Default or a any Potential Master Intercompany Loan Event of Default (or if such then exists or existed specifying the same) and that during the period from and including the certification date of the last such certificate (or in the case of the first such certificate the date hereof) to and including the certification date of such certificate Funding 1 2 has complied, to the best of their knowledge and belief, with all its obligations contained in this Deed and each of the other Funding 1 2 Agreements or (if such is not the case) specifying the respects in which it has not so complied; (e) at all times to execute all such further documents and do all such further acts and things as may in the reasonable opinion of the Funding 1 2 Security Trustee be necessary at any time or times to give effect to the terms and conditions of this Deed and the other Funding 1 2 Agreements; (f) at all times to comply with the obligations and provisions binding upon it under and pursuant to this Deed and the other Funding 1 2 Agreements; and (g) duly and promptly to pay and discharge all Taxes imposed upon it or its assets unless such Taxes are, in the opinion of the Funding 1 2 Security Trustee, being contested in good faith by Funding 12.

Additional positive covenants. Funding 1 covenants and undertakes with the Funding 1 Security Trustee for the benefit of the Funding 1 Secured Creditors as follows: (a) to cause to be prepared and certified by its auditors in respect of each Financial Year accounts in such form as will comply with relevant legal and accounting requirements for the time being; (b) at all times to keep or procure the keeping of proper books of account and records as may be necessary to comply with all applicable laws and so as to enable financial statements to be prepared and to allow the Funding 1 Security Trustee and any person or persons appointed by the Funding 1 Security Trustee to whom Funding 1 shall have no reasonable objection free access to such books of account and records at all times during normal business hours upon reasonable notice in writing provided that such inspection shall only be for the purposes of carrying out its duties under this Deed and any information so obtained shall only be used and passed on to any other person for the purpose of the Funding 1 Security Trustee carrying out its duties under this Deed; (c) to give notice in writing to the Funding 1 Security Trustee of the occurrence of an any Intercompany Loan Event of Default, a Potential Intercompany Loan Event of Default and/or the service of an Intercompany Loan Acceleration Enforcement Notice (which has not been served by the Funding 1 Security Trustee) (such notice to be effective by the delivery of a copy of the Intercompany Loan Acceleration Enforcement Notice to the Funding 1 Security Trustee) immediately upon becoming aware thereof and without waiting for the Funding 1 Security Trustee to take any further action; (d) give to the Funding 1 Security Trustee (i) within 14 seven days after demand by the Funding 1 Security Trustee therefore therefor and (ii) (without the necessity for any such demand) promptly after the publication of its audited accounts in respect of each Financial Year and in any event not later than the date required by statute to file or publish (whichever is earlier) such audited accounts after the end of each such Financial Year a certificate signed by two directors of Funding 1 to the effect that as at a date not more than seven days before delivering such certificate (the certification date"CERTIFICATION DATE") there did not exist and had not existed since the certification date of the previous certificate (or in the case of the first such certificate the date hereof) an any Intercompany Loan Event of Default or a any Potential Intercompany Loan Event of Default (or if such then exists or existed specifying the same) and that during the period from and including the certification date of the last such certificate (or in the case of the first such certificate the date hereof) to and including the certification date of such certificate Funding 1 has complied, to the best of their knowledge and belief, with all its obligations contained in this Deed and each of the other Funding 1 Agreements or (if such is not the case) specifying the respects in which it has not so complied; (e) at all times to execute all such further documents and do all such further acts and things as may in the reasonable opinion of the Funding 1 Security Trustee be necessary at any time or times to give effect to the terms and conditions of this Deed and the other Funding 1 Agreements; (f) at all times to comply with the obligations and provisions binding upon it under and pursuant to this Deed and the other Funding 1 Agreements; and (g) duly and promptly to pay and discharge all Taxes imposed upon it or its assets unless such Taxes are, in the opinion of the Funding 1 Security Trustee, being contested in good faith by Funding 1Funding.

Additional positive covenants. Funding 1 2 covenants and undertakes with the Funding 1 Security Trustee for the benefit of the Funding 1 2 Secured Creditors as follows: (a) to cause to be prepared and certified by its auditors in respect of each Financial Year accounts in such form as will comply with relevant legal and accounting requirements for the time being; (b) at all times to keep or procure the keeping of proper books of account and records as may be necessary to comply with all applicable laws and so as to enable financial statements to be prepared and to allow the Funding 1 Security Trustee and any person or persons appointed by the Funding 1 Security Trustee to whom Funding 1 2 shall have no reasonable objection free access to such books of account and records at all times during normal business hours upon reasonable notice in writing provided that such inspection shall only be for the purposes of carrying out its duties under this Deed and any information so obtained shall only be used and passed on to any other person for the purpose of the Funding 1 Security Trustee carrying out its duties under this Deed; (c) to give notice in writing to the Funding 1 Security Trustee of the occurrence of an any Master Intercompany Loan Event of Default, a Potential Master Intercompany Loan Event of Default and/or the service of an a Master Intercompany Loan Acceleration Notice (which has not been served by the Funding 1 Security Trustee) (such notice to be effective by the delivery of a copy of the Master Intercompany Loan Acceleration Notice to the Funding 1 Security Trustee) immediately upon becoming aware thereof and without waiting for the Funding 1 Security Trustee to take any further action; (d) give to the Funding 1 Security Trustee (i) within 14 days after demand by the Funding 1 Security Trustee therefore therefor and (ii) (without the necessity for any such demand) promptly after the publication of its audited accounts in respect of each Financial Year and in any event not later than the date required by statute to file or publish (whichever is earlier) such audited accounts after the end of each such Financial Year a certificate signed by two directors of Funding 1 2 to the effect that as at a date not more than seven days before delivering such certificate (the certification dateCERTIFICATION DATE) there did not exist and had not existed since the certification date of the previous certificate (or in the case of the first such certificate the date hereof) an any Master Intercompany Loan Event of Default or a any Potential Master Intercompany Loan Event of Default (or if such then exists or existed specifying the same) and that during the period from and including the certification date of the last such certificate (or in the case of the first such certificate the date hereof) to and including the certification date of such certificate Funding 1 2 has complied, to the best of their knowledge and belief, with all its obligations contained in this Deed and each of the other Funding 1 2 Agreements or (if such is not the case) specifying the respects in which it has not so complied; (e) at all times to execute all such further documents and do all such further acts and things as may in the reasonable opinion of the Funding 1 Security Trustee be necessary at any time or times to give effect to the terms and conditions of this Deed and the other Funding 1 2 Agreements; (f) at all times to comply with the obligations and provisions binding upon it under and pursuant to this Deed and the other Funding 1 2 Agreements; and (g) duly and promptly to pay and discharge all Taxes imposed upon it or its assets unless such Taxes are, in the opinion of the Funding 1 Security Trustee, being contested in good faith by Funding 12.

Additional positive covenants. Funding 1 While any Facility Indebtedness is outstanding, each Credit Party covenants and undertakes agrees with the Funding 1 Security Trustee for the benefit Finance Parties that it will, and ensure that each of the Funding 1 Secured Creditors as follows:Subsidiaries will from time to time (except in the case of Mnombo, in respect of which each Credit Party covenants and agrees with the Finance Parties that it will in good faith make all reasonable commercial efforts and take all such steps and proceedings within its power, authority and capacity to ensure that Mnombo will from time to time): (a) to cause to be prepared at all times maintain its corporate existence, obtain and certified maintain all material Authorizations required or necessary at such time in connection with its business, the Project (as owned by Maseve at the applicable time), the Waterberg JV Project, and each part thereof and the Platinum Group Assets, and carry on and conduct its auditors business in respect of each Financial Year accounts in such form as will comply with relevant legal a reasonably proper and accounting requirements for the time beingefficient manner; (b) at all times to keep or procure the keeping of cause to be kept proper books of account and records as may be necessary to comply with all applicable laws and so as to enable financial statements make or cause to be prepared made therein true and complete entries of all of its dealings and transactions in relation to allow its business in accordance with IFRS, and at all reasonable times will furnish or cause to be furnished to the Funding 1 Security Trustee Finance Parties or their duly authorized agent or attorney such information relating to its operations as the Agent (in accordance with the instructions of the Majority Lenders) may request and any person or persons appointed by the Funding 1 Security Trustee to whom Funding 1 shall have no reasonable objection free access to such books of account shall be open for inspection by the Finance Parties or such agent or attorney upon reasonable request and records in connection therewith the Credit Parties shall at all reasonable times during normal business hours and upon reasonable notice in writing allow the Finance Parties or their duly authorized agents or attorneys to inspect the assets of the Credit Parties (such inspection to be at the cost and expense of the Borrower for up to two (2) inspections per calendar year, provided that such inspection costs and expenses shall only be for the purposes of carrying out its duties under this Deed and any information so obtained shall only be used and passed on to any other person for the purpose of the Funding 1 Security Trustee carrying out its duties under this Deedreasonable); (c) ensure that each of the Security Documents to give notice in writing which it is a party will at all times constitute valid and perfected first ranking security over the collateral subject thereto, subject only to Permitted Encumbrances, and at all times take all actions necessary or reasonably requested to create, perfect and maintain the Security Interests granted pursuant to the Funding 1 Security Trustee of Documents as perfected first ranking security over the occurrence of an Intercompany Loan Event of Defaultcollateral subject thereto, a Potential Intercompany Loan Event of Default and/or the service of an Intercompany Loan Acceleration Notice (which has not been served by the Funding 1 Security Trustee) (such notice subject only to be effective by the delivery of a copy of the Intercompany Loan Acceleration Notice to the Funding 1 Security Trustee) immediately upon becoming aware thereof and without waiting for the Funding 1 Security Trustee to take any further actionPermitted Encumbrances; (d) give to the Funding 1 Security Trustee (i) within 14 days after demand by the Funding 1 Security Trustee therefore duly and (ii) (without the necessity for any such demand) promptly after the publication of its audited accounts in respect of each Financial Year punctually perform and in any event not later than the date required by statute to file or publish (whichever is earlier) such audited accounts after the end of each such Financial Year a certificate signed by two directors of Funding 1 to the effect that as at a date not more than seven days before delivering such certificate (the certification date) there did not exist and had not existed since the certification date carry out all of the previous certificate (covenants and acts or in the case of the first such certificate the date hereof) an Intercompany Loan Event of Default or a Potential Intercompany Loan Event of Default (or if such then exists or existed specifying the same) and that during the period from and including the certification date of the last such certificate (or in the case of the first such certificate the date hereof) things to and including the certification date of such certificate Funding 1 has complied, to the best of their knowledge and belief, with all its obligations contained be done by it as provided in this Deed Agreement and each of the other Funding 1 Agreements or (if such is not the case) specifying the respects in which it has not so compliedFacility Documents; (e) at obtain, maintain and, as required, timely renew all times to execute all such further documents required governmental Authorizations and do all such further acts third party approvals and things consents for development and operation of the Waterberg JV Project, and each part thereof (as may in be required for the reasonable opinion then current state of development or operation or maintenance, as applicable of the Funding 1 Security Trustee be necessary Project (as owned by Maseve at the applicable time) or the Waterberg JV Project, or any time or times part thereof), including but not limited to give effect to the terms and conditions of this Deed and the other Funding 1 Agreementsall Authorizations required under applicable Environmental Laws; (f) at comply in all times to comply material respects with the obligations all Applicable Law, including Environmental Laws and provisions binding upon it under and pursuant to this Deed and the other Funding 1 Agreements; andApplicable Securities Legislation; (g) duly except as required pursuant to the RBPlat Transactions, ensure that at all times, Maseve holds all present and after acquired property now or hereafter located at, on or about the Project or any part thereof or now or hereafter used or acquired for use primarily in connection with, primarily related to, or produced from the Project or any part thereof or any business or operations thereat, and all proceeds thereof (other than property owned by contractors authorized by one or more of the Credit Parties or their Subsidiaries to carry on business at the Project); (A) maintain policies of insurance with responsible carriers and in such amounts and covering such risks as are usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which it operates; (B) deliver to the Agent evidence of such insurance coverage; and (C) on an annual basis and/or at any other time, promptly at the request of the Agent, deliver to the Agent all certificates and reports prepared in connection with such insurance; (i) maintain or cause to be maintained the Platinum Group Assets in good condition in accordance with prudent industry standards; (j) pay and discharge or cause to be paid and discharged, promptly when due, all Taxes imposed upon it or in respect of any of its assets unless or upon the income or profits therefrom as well as all claims of any kind (including claims for labour, materials, supplies and rent) which, if unpaid, might become a lien thereupon; provided however, that it shall not be required to pay or cause to be paid any such Taxes areTax or claim if the amount, in the opinion of the Funding 1 Security Trustee, being applicability or validity thereof shall concurrently be contested in good faith by Funding 1appropriate proceedings diligently conducted; (k) promptly pay or make provisions satisfactory to the Agent (in accordance with the instructions of the Finance Parties) for the payment of any additional amounts, including Taxes and charges which may be imposed on the Borrower or the Guarantor by the laws of South Africa or Canada or any state, province, territory or other jurisdiction thereof (except income tax or security transfer tax, if any), which shall be payable with respect to the Facility; (l) cause all necessary and proper steps to be taken diligently to protect and defend the Platinum Group Assets and the proceeds thereof against any material adverse claim or demand, including without limitation, the employment or use of counsel for the prosecution or defence of litigation and the contest, settlement, release or discharge of any such claim or demand; (m) as may be required by the Agent (in accordance with the instructions of the Majority Lenders) from time to time, execute and deliver such further and other documents and do all matters and things which are necessary to carry out the intention and provisions of this Agreement; (n) the Borrower and the Subsidiaries will at all times comply with all International Trade Laws in all material respects; (o) provide such access and information, including documents, correspondence and access to accountants and professional advisors, as the Agent may require with regard to Waterberg JV, the Waterberg JV Project, the RBPlat Transactions and the Impala Transactions; (p) provide copies of (i) all Management Accounts (as defined in the Scheme Agreement) to the Agent concurrently with delivery of the Management Accounts to RBPlat or the RBPlat Purchaser, as applicable and (ii) all notices given or received pursuant to the RBPlat Transaction Agreements;. (q) deliver to the Agent, within 15 calendar days of the end of each month, a complete and accurate listing of all accounts payable and other liabilities of each of the Borrower, the Guarantor and their respective direct and indirect Subsidiaries, including the aging of each such account payable or liability as at the end of the applicable month; (r) prior to each issuance of the Share Consideration, deliver to the Agent a duly executed Consideration Share Pledge Agreement; (s) have received, in form and substance satisfactory to the Agent, all approvals necessary or desirable (including South African Reserve Bank Approval) in connection with this Agreement and the Security Documents by not later than February 28, 2018 (the “2018 SARB Approval”); (t) maintain an amount of shareholder loans between (i) the Guarantor (as lender) and Maseve (as borrower) in order for Maseve to pay to Guarantor an amount equal to the Plant Consideration and the Environmental Deposit and (ii) between the Guarantor (as borrower) and the Borrower (as lender) in order for the Guarantor to pay the Borrower an amount equal to the sum of the First Lien Facility Indebtedness and the Facility Indebtedness; (u) the Credit Parties shall cause Maseve to promptly following receipt of the Plant Consideration apply the full ZAR Equivalent of US $58,000,000 (less the Deposit Amount being withheld in accordance with clause 22.3 of the Scheme Agreement) that represents the Plant Consideration to reduce the intercompany debt between Maseve and the Guarantor. Guarantor shall promptly following receipt from Maseve apply the full ZAR Equivalent of US $58,000,000 (less the Deposit Amount being withheld in accordance with clause 22.3 of the Scheme Agreement) paid by Maseve to the Guarantor to reduce the intercompany debt between the Guarantor and the Borrower. Borrower shall promptly following receipt from the Guarantor apply (in US dollars) the full amount of the Plan Consideration (being the ZAR Equivalent of US $58,000,000 less the Deposit Amount being withheld in accordance with clause 22.3 of the Scheme Agreement) to (i) first repay and discharge the First Lien Facility Indebtedness and (ii) second to reduce the Facility Indebtedness; (v) Maseve shall promptly following receipt of the Environmental Deposit Amount apply the full amount of the full Environmental Deposit Amount (such amount to not be less than the ZAR Equivalent of US$4,000,000 less any amounts paid to RBPlat from the Environment Deposit Amount pursuant to clause 11.4 of the Scheme Agreement) to reduce the intercompany debt between Maseve and the Guarantor. Guarantor shall promptly following receipt from Maseve (or from such other Person who may pay the Guarantor on account of the Environmental Deposit Amount) of the full Environmental Deposit Amount (such amount to not be less than the ZAR Equivalent of US$4,000,000 less any amounts paid to RBPlat from the Environment Deposit Amount pursuant to clause 11.4 of the Scheme Agreement) apply the full amount of the Environmental Deposit Amount to reduce the intercompany debt between the Guarantor and the Borrower. Borrower shall promptly following receipt from the Guarantor of the Environmental Deposit Amount apply (in US dollars) the full Environmental Deposit Amount (such amount to not be less than the ZAR Equivalent of US$4,000,000 less any amounts paid to RBPlat from the Environment Deposit Amount pursuant to clause 11.4 of the Scheme Agreement) to reduce the Facility Indebtedness; (w) Guarantor shall complete the sale of the Consideration Shares in a commercially reasonable and prompt manner and in any event prior to the expiry of the Lock-up Period (as defined in the Scheme Agreement) and the Guarantor shall promptly upon receipt pay all the proceeds from such sale (net of reasonable selling costs) to the Borrower to reduce the intercompany debt between the Guarantor and Borrower. Borrower shall promptly following receipt from PTM RSA apply (in US dollars) full amount of the proceeds received from PTM (RSA) to reduce the Facility Indebtedness; (x) enter into the Blocked Account Agreement by not later than February 28, 2018; (y) enter into (i) the Redpath Security Escrow Agreement, in form and substance satisfactory to the Lenders and (ii) a security agreement, in form and substance satisfactory to the Lenders, in favour of the Lenders with respect to the Deposit Amount being held pursuant to the Redpath Security Escrow Agreement by not later than February 19, 2018 (the “Deposit Security Agreement”); (z) following the release to Maseve of the Deposit Amount (less any amounts paid from such Deposit Amount to Redpath pursuant to a Redpath Settlement arbitration award, court order or otherwise) (such amount the “Release Amount”) from the ring-fenced, interest-bearing trust account in which such Deposit Amount was held pursuant to the Redpath Security Escrow Agreement (the “Lawyer’s Account”), the Credit Parties shall cause Maseve apply the full amount of the Release Amount to reduce the intercompany debt between Maseve and the Guarantor. Guarantor shall promptly following receipt from Maseve apply the full Release Amount paid by Maseve to the Guarantor to reduce the intercompany debt between the Guarantor and the Borrower. Borrower shall promptly following receipt from the Guarantor apply (in US dollars) the full amount of the Release Amount to reduce the Facility Indebtedness; and (aa) the Credit Parties shall promptly provide prior written notice to the Lender of (i) any payment (or potential payment) from the Deposit Amount or Environmental Deposit Amount (ii) any requirement of a Credit Party, Maseve, RBPlat or any other Person to pay Africa Wide in connection with the Africa Wide Claim or (iii) any release of funds from the Lawyer’s Account.

Additional positive covenants. Funding 1 2 covenants and undertakes with the Funding 1 2 Security Trustee for the benefit of the Funding 1 2 Secured Creditors as follows: (a) to cause to be prepared and certified by its auditors in respect of each Financial Year accounts in such form as will comply with relevant legal and accounting requirements for the time being; (b) at all times to keep or procure the keeping of proper books of account and records as may be necessary to comply with all applicable laws and so as to enable financial statements to be prepared and to allow the Funding 1 2 Security Trustee and any person or persons appointed by the Funding 1 2 Security Trustee to whom Funding 1 2 shall have no reasonable objection free access to such books of account and records at all times during normal business hours upon reasonable notice in writing provided that such inspection shall only be for the purposes of carrying out its duties under this Deed and any information so obtained shall only be used and passed on to any other person for the purpose of the Funding 1 2 Security Trustee carrying out its duties under this Deed; (c) to give notice in writing to the Funding 1 2 Security Trustee of the occurrence of an any Master Intercompany Loan Event of Default, a Potential Master Intercompany Loan Event of Default and/or the service of an a Master Intercompany Loan Acceleration Notice (which has not been served by the Funding 1 2 Security Trustee) (such notice to be effective by the delivery of a copy of the Master Intercompany Loan Acceleration Notice to the Funding 1 2 Security Trustee) immediately upon becoming aware thereof and without waiting for the Funding 1 2 Security Trustee to take any further action; (d) give to the Funding 1 2 Security Trustee (i) within 14 days after demand by the Funding 1 2 Security Trustee therefore and (ii) (without the necessity for any such demand) promptly after the publication of its audited accounts in respect of each Financial Year and in any event not later than the date required by statute to file or publish (whichever is earlier) such audited accounts after the end of each such Financial Year a certificate signed by two directors of Funding 1 2 to the effect that as at a date not more than seven days before delivering such certificate (the certification date) there did not exist and had not existed since the certification date of the previous certificate (or in the case of the first such certificate the date hereof) an any Master Intercompany Loan Event of Default or a any Potential Master Intercompany Loan Event of Default (or if such then exists or existed specifying the same) and that during the period from and including the certification date of the last such certificate (or in the case of the first such certificate the date hereof) to and including the certification date of such certificate Funding 1 2 has complied, to the best of their knowledge and belief, with all its obligations contained in this Deed and each of the other Funding 1 2 Agreements or (if such is not the case) specifying the respects in which it has not so complied; (e) at all times to execute all such further documents and do all such further acts and things as may in the reasonable opinion of the Funding 1 2 Security Trustee be necessary at any time or times to give effect to the terms and conditions of this Deed and the other Funding 1 Agreements; (f) at all times to comply with the obligations and provisions binding upon it under and pursuant to this Deed and the other Funding 1 Agreements; and (g) duly and promptly to pay and discharge all Taxes imposed upon it or its assets unless such Taxes are, in the opinion of the Funding 1 Security Trustee, being contested in good faith by Funding 1.or