Common use of Changes to the Lenders Clause in Contracts

Changes to the Lenders. 22.1 Assignments and novations by the Lenders Subject to this Clause 22, a Lender (the " ") may: (a) assign any of its rights; or (b) novate any of its rights and obligations, under the Finance Documents to any entity without the consent of the Company or any other Obligor (the " "). 22.2 Conditions of assignment or novation (a) Other than an assignment where the Lender remains lender of record, an assignment will only be effective: (i) if the procedure set out in Clause 22.6 ( for assignment ) is complied with; (ii) on receipt by the Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties and the other Secured Parties as it would have been under if it was an Original Lender; (iii) on performance by the Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender; and (iv) on receipt by the Agent of confirmation from the Collateral Agent that the Collateral Agent has performed all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender (the receipt of which the Agent shall promptly notify to the Existing Lender and the New Lender) and the New Lender has become bound by a relevant Recognition Certificate. (b) A novation will only be effective: (i) if the procedure set out in Clause 22.5 ( ) is complied with; (ii) on performance by the Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such novation to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender; and - 110 - (iii) on receipt by the Agent of confirmation from the Collateral Agent that the Collateral Agent has performed all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such novation to a New Lender (the receipt of which the Agent shall promptly notify to the Existing Lender and the New Lender) and the New Lender has become bound by a relevant Recognition Certificate. (c) If: (i) a Lender assigns or novates any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, novation or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 ( ), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, novation or change had not

Changes to the Lenders. 22.1 21.1 Assignments and novations transfers by the Lenders Subject to this Clause 2221, a Lender (the " "Existing Lender") may: (a) assign any of its rights; or (b) novate transfer by novation any of its rights and obligations, under the Finance Documents to any entity without the consent of the Company another bank or any other Obligor financial institution (the " "New Lender"). 22.2 21.2 Conditions of assignment or novationtransfer (a) Other than an assignment where the Lender remains lender of record, an An assignment will only be effective: (i) if the procedure set out in Clause 22.6 ( for assignment ) is complied with; (ii) effective on receipt by the Facility Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the other Finance Parties and the other Secured Parties as it would have been under if it was an Original Lender; (iii) on performance by the Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender; and (iv) on receipt by the Agent of confirmation from the Collateral Agent that the Collateral Agent has performed all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender (the receipt of which the Agent shall promptly notify to the Existing Lender and the New Lender) and the New Lender has become bound by a relevant Recognition Certificate. (b) A novation transfer will only be effective: (i) effective if the procedure set out in Clause 22.5 ( 21.5 (Procedure for transfer) is complied with; (ii) on performance by the Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such novation to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender; and - 110 - (iii) on receipt by the Agent of confirmation from the Collateral Agent that the Collateral Agent has performed all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such novation to a New Lender (the receipt of which the Agent shall promptly notify to the Existing Lender and the New Lender) and the New Lender has become bound by a relevant Recognition Certificate. (c) IfPrior to the Syndication Date, a transfer will only be effective subject to the provisions of the Syndication Letter. (d) After the Syndication Date, if: (i) a Lender assigns or novates transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, novation transfer or change occurs, an Obligor the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 ( (Tax gross-up and indemnities) or Clause 13 (Increased costs) or Clause 14.2(c) (Other Indemnities), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, novation transfer or change had notnot occurred. 21.3 Assignment or transfer fee The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Facility Agent (for its own account) a fee of EUR 2,000.

Changes to the Lenders. 22.1 27.1 Assignments and novations transfers by the Lenders Subject to this Clause 2227, a Lender (the " "“Existing Lender”) may: (a) assign any of its rightsrights and benefits; or (b) novate transfer by novation any of its rights rights, benefits and obligations, under the Finance Documents to any entity without the consent of the Company another bank or any other Obligor financial institution (the " "“New Lender”). 22.2 27.2 Conditions of assignment or novationtransfer (a) Other than The consent of the Parent is required for an assignment where or transfer by an Existing Lender, unless an Event of Default has occurred and is continuing or unless the assignment or transfer is to another Lender remains lender or an Affiliate of record, a Lender. (b) The consent of the Parent to an assignment or transfer must not be unreasonably withheld or delayed. The Parent will be deemed to have given its consent ten Business Days after the Existing Lender has requested it unless consent is expressly refused by the Parent within that time. (c) The consent of the Parent to an assignment or transfer must not be withheld solely because the assignment or transfer may result in an increase to the Mandatory Cost. (d) An assignment will only be effectiveeffective on: (i) if the procedure set out in Clause 22.6 ( for assignment ) is complied with; (ii) on receipt by the Facility Agent (whether in the Assignment Agreement or otherwise) of a written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the other Finance Parties and the other Secured Parties as it would have been under if it was an Original Lender;; and (iiiii) on performance by the Facility Agent of all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Facility Agent shall promptly notify to the Existing Lender and the New Lender; and. (ive) A transfer will only be effective on receipt by the Facility Agent of confirmation from the Collateral Agent that the Collateral Agent has performed all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender (the receipt of which the Agent shall promptly notify to the Existing Lender and the New Lender) and the New Lender has become bound by a relevant Recognition Certificate. (b) A novation will only be effective: (i) if the procedure set out in Clause 22.5 ( 27.5 (Procedure for transfer) is complied with; (ii) on performance by the Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such novation to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender; and - 110 - (iii) on receipt by the Agent of confirmation from the Collateral Agent that the Collateral Agent has performed all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such novation to a New Lender (the receipt of which the Agent shall promptly notify to the Existing Lender and the New Lender) and the New Lender has become bound by a relevant Recognition Certificate. (cf) Any assignment or transfer of part of its Commitment shall be in a minimum amount of £5,000,000. (g) If: (i) a Lender assigns or novates transfers any of its rights rights, benefits or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, novation transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 ( 16 (Tax gross-up and indemnities) or Clause 17 (Increased costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, novation transfer or change had notnot occurred.

Changes to the Lenders. 22.1 Assignments 23.1 Assignments, transfers, sub-participations and novations changes in Facility Office by the Lenders Subject to this Clause 22, a Lender (the " ") may:Lenders (a) assign any of its rights; or (b) novate transfer by novation any of its rights and obligations, under the Finance Documents to any entity without the consent of the Company another bank or any other Obligor financial institution (the " "“New Lender”), or sub-participate any of its rights or obligations to another bank or financial institution, or change its Facility Office. 22.2 23.2 Conditions of assignment assignment, transfer or novationchange in Facility Office (a) Other than The consent of the Borrower (not to be unreasonably withheld or delayed) is required for an assignment where or transfer by an Existing Lender, (unless the assignment or transfer is to another Lender remains lender or an Affiliate of recorda Lender or any Event of Default pursuant to Clauses 22.5 (Insolvency of the Borrower or any Guarantor (other than the Parent Guarantor)), an 22.6 (Insolvency proceedings of the Borrower or any Guarantor (other than the Parent Guarantor)), 22.7 (Parent Guarantor involuntary proceedings) or 22.8 (Parent Guarantor voluntary proceedings) has occurred and is continuing). (b) The Borrower will be deemed to have given its consent ten (10) Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrower within that time. (c) An assignment will only be effectiveeffective on: (i) if the procedure set out in Clause 22.6 ( for assignment ) is complied with; (ii) on receipt by the Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties and the other Secured Parties as it would have been under if it was an Original Lender;; and (iiiii) on performance by the Agent of all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender; and (iv) on receipt by the Agent of confirmation from the Collateral Agent that the Collateral Agent has performed all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender (the receipt of which the Agent shall promptly notify to the Existing Lender and the New Lender) and the New Lender has become bound by a relevant Recognition Certificate. (bd) A novation transfer will only be effective: (i) effective if the procedure set out in Clause 22.5 ( 23.5 Procedure for transfer) is complied with; (ii) on performance by the Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such novation to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender; and - 110 - (iii) on receipt by the Agent of confirmation from the Collateral Agent that the Collateral Agent has performed all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such novation to a New Lender (the receipt of which the Agent shall promptly notify to the Existing Lender and the New Lender) and the New Lender has become bound by a relevant Recognition Certificate. (ce) If: (i) a Lender assigns or novates transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, novation transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 ( (Tax gross-up and indemnities) or Clause 13 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, novation transfer or change had notnot occurred. (f) Any assignment or transfer of part of the Existing Lender’s rights and/or obligations must be for a minimum amount of US$ 10,000,000 (unless the Borrower and the Agent agree otherwise).

Changes to the Lenders. 22.1 Assignments and novations (a) Transfers by the Lenders Lenders (i) Subject to this Clause 22Section 9.04, a Lender (the " "“Existing Lender”) may: (a) assign may transfer any of its rights; orrights (including such as relate to that Lender’s participation in each Loan) and obligations, to another bank or financial institution (the “New Lender”). (ii) The consent of the Finance Parties is hereby given to a transfer by an Existing Lender to a New Lender. (b) novate any Conditions of its rights transfer (i) Unless an Event of Default has occurred and obligationsis continuing, under the Finance Documents to any entity without the consent of the Company Borrower is required for a transfer by an Existing Lender, provided that the Borrower hereby consents to a transfer to another Lender or any other Obligor (the " ")an Affiliate of a Lender. 22.2 Conditions (ii) The consent of the Borrower to a transfer must not be unreasonably withheld or delayed without reasonable grounds. The Borrower will be deemed to have given its consent five (5) Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrower within that time. (iii) The consent of the Borrower to a transfer must not be withheld solely because the assignment or novationtransfer may result in an increase to the Mandatory Cost. (aiv) Other than an assignment where the Lender remains lender of record, an assignment A transfer will only be effective: (i) effective if the procedure set out in Clause 22.6 ( Section 9.04 (e) (Procedure for assignment transfer) is complied with; (ii) on receipt by the Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties and the other Secured Parties as it would have been under if it was an Original Lender; (iii) on performance by the Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender; and (iv) on receipt by the Agent of confirmation from the Collateral Agent that the Collateral Agent has performed all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender (the receipt of which the Agent shall promptly notify to the Existing Lender and the New Lender) and the New Lender has become bound by a relevant Recognition Certificate. (bv) A novation will only be effective: If (i) if the procedure set out in Clause 22.5 ( ) is complied with; (ii) on performance by the Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such novation to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender; and - 110 - (iii) on receipt by the Agent of confirmation from the Collateral Agent that the Collateral Agent has performed all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such novation to a New Lender (the receipt of which the Agent shall promptly notify to the Existing Lender and the New Lender) and the New Lender has become bound by a relevant Recognition Certificate. (c) If: (iA) a Lender assigns or novates transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and and (iiB) as a result of circumstances existing at the date the assignment, novation transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 ( Section 2.19(a) (Tax Gross-up and Indemnities) or Section 2.13 (Reserve Requirements; Change in Circumstances), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses Sections to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, novation transfer or change had notnot occurred. (vi) Any transfer will be of a minimum amount of $ 5,000,000 except in case of a transfer which has the effect of reducing the participation of the relevant Lender to zero. (vii) Any Existing Lender which is a Swingline Lender may (i) transfer its Revolving Credit Commitment (or any part thereof) without transferring its Swingline Commitment and/or (ii) transfer the whole of its Swingline Commitment (but not any part thereof) whereby its Revolving Credit Commitment is reduced by the amount corresponding to its Swingline Commitment.

Changes to the Lenders. 22.1 25.1 Assignments and novations transfers by the Lenders Subject to this Clause 2225, a Lender (the " "Existing Lender") may: (a) assign any of its rights; or (b) novate transfer by novation any of its rights and obligations, under to another bank or financial institution (the Finance Documents to any entity without the "New Lender"). 25.2 Conditions of assignment or transfer (a) The consent of the Company is required for an assignment or any other Obligor (transfer by a Lender unless the " ")assignment or transfer is to another Lender or an Affiliate of a Lender. Assignments or transfers by a Lender must be made in minimum amounts of $5,000,000. 22.2 Conditions (b) The consent of the Company to an assignment or novationtransfer must not be unreasonably withheld or delayed. The Company will be deemed to have given its consent 10 Business Days after the Lender has requested it unless consent is expressly refused by the Company within that time. (ac) Other than The consent of the Company to an assignment where or transfer must not be withheld solely because the Lender remains lender of record, assignment or transfer may result in an increase to the Mandatory Cost. (d) An assignment will only be effective: (i) if the procedure set out in Clause 22.6 ( for assignment ) is complied with; (ii) effective on receipt by the Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties and the other Secured Parties as it would have been under if it was an Original Lender; (iii) on performance by the Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender; and (iv) on receipt by the Agent of confirmation from the Collateral Agent that the Collateral Agent has performed all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender (the receipt of which the Agent shall promptly notify to the Existing Lender and the New Lender) and the New Lender has become bound by a relevant Recognition Certificate. (be) A novation transfer will only be effective: (i) effective if the procedure set out in Clause 22.5 ( 25.5 (Procedure for transfer) is complied with; (ii) on performance by the Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such novation to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender; and - 110 - (iii) on receipt by the Agent of confirmation from the Collateral Agent that the Collateral Agent has performed all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such novation to a New Lender (the receipt of which the Agent shall promptly notify to the Existing Lender and the New Lender) and the New Lender has become bound by a relevant Recognition Certificate. (cf) If: (i) a Lender assigns or novates transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, novation transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 ( 14 (Tax gross-up and indemnities) or Clause 15 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, novation transfer or change had notnot occurred.

Changes to the Lenders. 22.1 24.1 Assignments and novations transfers by the Lenders Lenders (a) Subject to this Clause 2224, a Lender (the " "“Existing Lender”) may: (ai) assign any all or part of its rights; or (bii) novate any transfer by novation all or part of its rights and obligations, under the Finance Documents to any entity without the consent of the Company bank or any other Obligor financial institution (the " "“New Lender”). 22.2 (b) In case of a proposed assignment and/or transfer by an Existing Lender it shall, through the Facility Agent, notify the Dutch Borrower of the identity of any proposed New Lender at least 10 Business Days prior to the proposed Transfer Date in relation to such assignment and/or transfer. 24.2 Conditions of assignment or novationtransfer (a) Other than an assignment where the Lender remains lender of record, an An assignment will only be effective: (i) if the procedure set out in Clause 22.6 ( for assignment ) is complied with; (ii) effective on receipt by the Facility Agent (whether in and the Assignment Agreement or otherwise) Company of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the other Finance Parties and the other Secured Parties Obligors as it would have been under if it was an Original Lender; (iii) on performance by the Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender; and (iv) on receipt by the Agent of confirmation from the Collateral Agent that the Collateral Agent has performed all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender (the receipt of which the Agent shall promptly notify to the Existing Lender and the New Lender) and the New Lender has become bound by a relevant Recognition Certificate. (b) A novation transfer will only be effective: (i) effective if it is carried out in accordance with the procedure set out in Clause 22.5 ( ) is complied with; 24.5 (ii) on performance by the Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such novation to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender; and - 110 - (iii) on receipt by the Agent of confirmation from the Collateral Agent that the Collateral Agent has performed all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such novation to a New Lender (the receipt of which the Agent shall promptly notify to the Existing Lender and the New Lender) and the New Lender has become bound by a relevant Recognition CertificateProcedure for transfer). (c) If: (i) a Lender assigns or novates transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, novation transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 ( 13 (Tax gross-up) or Clause 14 (Increased costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, novation transfer or change had notnot occurred. (d) For so long as it is a requirement of Dutch law that each Lender is a PMP: (i) any proposed New Lender shall provide the Dutch Borrowers, through the Facility Agent, with information in respect of itself with a view to enabling the Dutch Borrowers to verify its PMP status at least 10 Business Days prior to the proposed Transfer Date in relation to any assignment or transfer pursuant to which it would become a New Lender hereunder; (ii) unless the New Lender is a Verifiable PMP, the prior written consent of the Company is required for such assignment or transfer; and (iii) if the New Lender is not a Verifiable PMP the Company’s consent must not be unreasonably delayed or withheld. The Company will be deemed to have given its consent 10 Business Days after the Existing Lender has requested it unless (A) such consent is expressly refused by the Company within that time on the basis that the New Lender is not a PMP, or (B) the Company has in good faith indicated that it is unable to determine whether the proposed New Lender qualifies as a PMP.

Changes to the Lenders. 22.1 23.1 Assignments and novations transfers by the Lenders Subject to this Clause 2223, a Lender (the " "“Existing Lender”) may: (a) assign any of its rights; or (b) novate transfer by novation any of its rights and obligations, under the Finance Documents to any entity without the consent of the Company another bank or any other Obligor financial institution (the " "“New Lender”). 22.2 23.2 Conditions of assignment or novationtransfer (a) Other than The consent of the Parent is required for an assignment where or transfer by an Existing Lender, unless the Lender remains lender of record, an assignment will only be effectiveor transfer: (i) if takes effect after the procedure set out in Clause 22.6 ( for assignment earliest of (x) five days after the initial Utilisation Date, (y) the date falling six Months after the date of this Agreement or (z) the date on which an Event of Default has occurred and is complied with;continuing; or (ii) on is to another Lender or an Affiliate of a Lender. (b) The consent of the Parent to an assignment or transfer must not be unreasonably withheld or delayed. The Parent will be deemed to have given its consent five Business Days after the Existing Lender has requested it unless consent is expressly refused by the Parent within that time. (c) The consent of the Parent to an assignment or transfer must not be withheld solely because the assignment or transfer may result in an increase to the Mandatory Cost. (d) An assignment will only be effective on: (i) receipt by the Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties and the other Secured Parties as it would have been under if it was an Original Lender;; and (iiiii) on performance by the Agent of all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender; and (iv) on receipt by the Agent of confirmation from the Collateral Agent that the Collateral Agent has performed all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender (the receipt of which the Agent shall promptly notify to the Existing Lender and the New Lender) and the New Lender has become bound by a relevant Recognition Certificate. (be) A novation transfer will only be effective: (i) effective if the procedure set out in Clause 22.5 ( 23.5 (Procedure for transfer) is complied with; (ii) on performance by the Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such novation to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender; and - 110 - (iii) on receipt by the Agent of confirmation from the Collateral Agent that the Collateral Agent has performed all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such novation to a New Lender (the receipt of which the Agent shall promptly notify to the Existing Lender and the New Lender) and the New Lender has become bound by a relevant Recognition Certificate. (cf) If: (i) a Lender assigns or novates transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, novation transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 ( (Tax gross-up and indemnities) or Clause 13 (Increased costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, novation transfer or change had notnot occurred.

Changes to the Lenders. 22.1 Assignments and novations transfers by the Lenders Lenders (a) Subject to this Clause 22, a Lender (the " "Existing Lender) may: (ai) assign any of its rights; or (bii) novate transfer by novation any of its rights and obligations, under the Finance Documents to any entity without the consent of the Company another bank or any other Obligor financial institution (the " "New Lender). 22.2 Conditions (b) In addition to the other rights provided to Lenders under this Clause 22, each Lender may without consulting with or obtaining consent from any Obligor, at any time charge, assign or otherwise create Security in or over (whether by way of assignment collateral or novation (aotherwise) Other than an assignment where the all or any of its rights under any Finance Document to secure obligations of that Lender remains lender of recordincluding, an assignment will only be effectivewithout limitation: (i) if the procedure set out in Clause 22.6 ( for any charge, assignment ) is complied withor other Security to secure obligations to a federal reserve, central bank or other applicable governing body or authority; (ii) on in the case of any Lender which is a fund, any charge, assignment or other Security granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities, except that no such charge or assignment of Security shall: (A) release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security for the Lender as a party to any of the Finance Documents; or (B) require any payments to be made by an Obligor or grant to any person any more extensive rights than those required to be made or granted to the relevant Lender under the Finance Documents. 22.2 Parent consent (a) The consent of the Parent is required for an assignment or transfer by an Existing Lender, unless the assignment or transfer is to another Lender or an Affiliate of any Lender or, if at the time of such assignment or transfer there is a continuing Event of Default. (b) The consent of the Parent to an assignment or transfer must not be unreasonably withheld or delayed. The Parent will be deemed to have given its consent ten Business Days after it has received a written request from the Existing Lender unless consent is expressly refused by the Parent within that time. 22.3 Other conditions of assignment or transfer (a) An assignment will only be effective on: (i) receipt by the Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties and the other Secured Parties as it would have been under if it was had been an Original Lender;; and (iiiii) on performance by the Agent of all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender; and (iv) on receipt by the Agent of confirmation from the Collateral Agent that the Collateral Agent has performed all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender (the receipt of which the Agent shall promptly notify to the Existing Lender and the New Lender) and the New Lender has become bound by a relevant Recognition Certificate. (b) A novation transfer will only be effective: (i) effective if the procedure set out in Clause 22.5 ( 22.6 (Procedure for transfer) is complied with; (ii) on performance by the Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such novation to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender; and - 110 - (iii) on receipt by the Agent of confirmation from the Collateral Agent that the Collateral Agent has performed all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such novation to a New Lender (the receipt of which the Agent shall promptly notify to the Existing Lender and the New Lender) and the New Lender has become bound by a relevant Recognition Certificate. (c) If: (i) a Lender assigns or novates transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, novation transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 ( (Tax Gross Up) or Clause 13 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, novation transfer or change had notnot occurred. This paragraph (c) shall not apply: (i) in respect of an assignment or transfer made in the ordinary course of the primary syndication of any Facility; or (ii) in relation to Clause 12.2 (Tax gross-up), to a UK Treaty Lender that has included a confirmation of its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (h)(ii)(B) of Clause 12.2 (Tax gross-up), if the UK Borrower making the payment has not made a Borrower DTTP Filing in respect of that UK Treaty Lender.

Changes to the Lenders. 22.1 Assignments Cessions and novations delegations by the Lenders Subject to this Clause 2223, a Lender (the " "Existing Lender) may: (a) assign any of its rights; or (b) novate may transfer, cede and/or delegate any of its rights and obligationsunder any Finance Document (a Transfer) to an Eligible Institution which is regularly engaged in or established for the purpose of making, under purchasing or investing in loans, securities or other financial assets (the Finance Documents New Lender). The Parent hereby consents to any entity without the splitting of claims which may arise as a result of a Transfer permitted by this Agreement. Conditions of Transfer The consent of the Company or any other Obligor (Parent is required for Transfer by an Existing Lender, unless the " ")Transfer: 23. 22.2 Conditions 3.1.1 is to another Lender or an Affiliate of assignment a Lender; or novation23. 3.1.2 takes effect at a time when an Event of Default has occurred and is continuing. The consent of the Parent to a Transfer (aif required) Other than an assignment where must not be unreasonably withheld or delayed. The Parent will be deemed to have given its consent 5 (five) Business Days after the Existing Lender remains lender of record, an assignment has requested it unless consent is expressly refused by the Parent within that time. A Transfer will only be effective: (i) effective if the procedure set out in Clause 22.6 ( 23.6 (Procedure for assignment transfer) is complied with; (ii) on receipt by the Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties and the other Secured Parties as it would have been under if it was an Original Lender; (iii) on performance by the Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender; and (iv) on receipt by the Agent of confirmation from the Collateral Agent that the Collateral Agent has performed all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender (the receipt of which the Agent shall promptly notify to the Existing Lender and the New Lender) and the New Lender has become bound by a relevant Recognition Certificate. If: 23. (b) A novation will only be effective: (i) if the procedure set out in Clause 22.5 ( ) is complied with; (ii) on performance by the Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such novation to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender; and - 110 - (iii) on receipt by the Agent of confirmation from the Collateral Agent that the Collateral Agent has performed all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such novation to a New Lender (the receipt of which the Agent shall promptly notify to the Existing Lender and the New Lender) and the New Lender has become bound by a relevant Recognition Certificate. (c) If: (i) 3.4.1 a Lender assigns or novates Transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; andand 23. (ii) 3.4.2 as a result of circumstances existing at the date the assignment, novation Transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 ( (Tax Gross-up and Indemnities) or Clause 13 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, novation Transfer or change had notnot occurred. Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the Transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender. - 73 - conformed copy Gold Fields RCF Agreement_Revised Execution II(14711163.

Changes to the Lenders. 22.1 24.1 Assignments and novations transfers by the Lenders Subject to this Clause 22, 24 a Lender (the " "“Existing Lender”) may: (a) assign any of its rights; or (b) novate transfer by novation any of its rights and obligations, under the Finance Documents to any entity without the consent of the Company or any other Obligor another bank (the " "“New Lender”). 22.2 24.2 Conditions of assignment or novationtransfer (a) Other than The consent of ABB is required for an assignment where or transfer by a Lender, unless the assignment or transfer is to another Lender remains lender or an Affiliate of recorda Lender or unless an Event of Default has occurred and is continuing. (b) The consent of ABB to an assignment or transfer must not to be unreasonably withheld or delayed. ABB will be deemed to have given its consent within 10 Business Days of receipt of a request for such consent unless expressly refused by ABB within that time. (c) Nothing in this Agreement shall prevent any Lender from assigning or pledging all or any part of its rights or interests under this Agreement to any central bank or any supranational bank as security for its borrowings from that central bank or supranational bank, an provided that such assignment or pledge does not involve a release of such Lender from any of its obligations under this Agreement. (d) An assignment or transfer shall be in respect of a Commitment of at least $10,000,000 or, if less, the whole of the Commitment of the relevant assignor or transferor. (e) An assignment will only be effectiveeffective on: (i) if the procedure set out in Clause 22.6 ( for assignment ) is complied with; (ii) on receipt by the Facility Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the other Finance Parties and the other Secured Parties Obligors as it would have been under if it was an Original Lender and that the New Lender is a Qualifying Lender;; and (iiiii) on performance by the Facility Agent of all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Facility Agent shall promptly notify to the Existing Lender and the New Lender; and (iv) on receipt by the Agent of confirmation from the Collateral Agent that the Collateral Agent has performed all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender (the receipt of which the Agent shall promptly notify to the Existing Lender and the New Lender) and the New Lender has become bound by a relevant Recognition Certificate. (bf) A novation transfer will only be effective: (i) effective if the procedure set out in Clause 22.5 ( 24.5 (Procedure for transfer) is complied with; (ii) on performance by the Agent with and, unless an Event of all necessary "know your customer" or other similar checks under all applicable laws Default has occurred and regulations in relation to such novation to a New Lenderis continuing, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender; and - 110 - (iii) on receipt by the Agent of confirmation from the Collateral Agent that the Collateral Agent has performed all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such novation to a New Lender (the receipt of which the Agent shall promptly notify to the Existing Lender and the New Lender) and if the New Lender has become bound by is a relevant Recognition CertificateQualifying Lender. (cg) If: (i) a Lender assigns or novates transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, novation transfer or change occurs, an Obligor would be obliged obliged, or at such date it is reasonably foreseeable that an Obligor would be obliged, to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 ( 13 (Tax gross-up and indemnities) or Clause 14 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, novation transfer or change had notnot occurred. (h) For so long as it is a requirement under Dutch law at the time of an assignment or transfer by way of novation that the New Lender qualifies as a PMP, a Lender may only assign or transfer by way of novation all or any of its rights, benefits and obligations hereunder to a New Lender if and to the extent that such new Lender qualifies as a PMP. (i) For so long as it is a requirement of Dutch law that each Lender is a PMP and that the Dutch Borrower must verify the PMP status of a New Lender, a proposed New Lender which is not a Verifiable PMP shall provide the Dutch Borrower, through the Facility Agent, with information in respect of itself reasonably requested by the Dutch Borrower with a view to enabling the Dutch Borrower to verify its PMP status at least ten Business Days prior to the proposed Transfer Date or the proposed date of assignment in relation to any assignment or transfer pursuant to which it would become a New Lender hereunder.

Changes to the Lenders. 22.1 26.1 Assignments and novations transfers by the Lenders Subject to this Clause 22, a Lender (the " ") may:Lenders (a) assign The Senior Lenders may at any time assign, transfer, delegate or offer participations in all or a proportion of its rights; ortheir rights and obligations under the Finance Documents. During the primary syndication period of 26 weeks which is intended to follow the date of this Agreement, the Senior Lenders shall consult with the Company before taking any action of the kind described in this Clause 26.1. Thereafter, the Senior Lenders shall not take any such action without the prior written consent of the Company and the Agent. (b) novate any Subject to obtaining the prior written consent of its the Company (such consent not to be unreasonably withheld or delayed) each Senior Tranche B Lender may assign all or, if less than all, a portion equal to at least US$2,000,000 in the aggregate for the assigning Lender, of such rights and obligationsobligations under this Agreement to one or more persons, under each of which assignees shall become a party to this Agreement as a Senior Tranche B Lender by execution of a Transfer Certificate; provided, that, the Finance Documents Agent shall have received for its sole account the fee set forth in Clause 26.3 (Assignment or Transfer Fee). Anything contained herein to any entity without the contrary notwithstanding, the consent of the Company or the Agent shall not be required, the minimum assignment amount shall not be applicable, such Transfer Certificate shall not be required to be executed by or delivered to the Agent in order to be effective, and payments of the processing fee shall not be required if (x) such assignment is in connection with any merger or consolidation of a Senior Tranche B Lender, (y) whilst a Default or Event of Default is continuing and has not been remedied or (z) in the case of any Senior Tranche B Lender, the assignee is an Affiliate of such Senior Tranche B Lender or any Related Fund, provided, however, that the Company, each other Obligor (and the " "). 22.2 Conditions Agent may continue to deal solely and directly with the assigning Senior Tranche B Lender in connection with the interest so assigned until such time as written notice of such assignment or novation (a) Other than an assignment where the Lender remains lender of record, an assignment will only be effective: (i) if the procedure set out in Clause 22.6 ( for assignment ) is complied with; (ii) on receipt shall have been delivered by the Agent (whether in assigning Senior Tranche B Lender or the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory assignee to the Agent) that the New Lender will assume the same obligations to the other Finance Parties and the other Secured Parties as it would have been under if it was an Original Lender; (iii) on performance by the Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender; and (iv) on receipt by the Agent of confirmation from the Collateral Agent that the Collateral Agent has performed all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender (the receipt of which the Agent shall promptly notify to the Existing Lender and the New Lender) and the New Lender has become bound by a relevant Recognition Certificate. (b) A novation will only be effective: (i) if the procedure set out in Clause 22.5 ( ) is complied with; (ii) on performance by the Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such novation to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender; and - 110 - (iii) on receipt by the Agent of confirmation from the Collateral Agent that the Collateral Agent has performed all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such novation to a New Lender (the receipt of which the Agent shall promptly notify to the Existing Lender and the New Lender) and the New Lender has become bound by a relevant Recognition Certificate. (c) If: (i) If a Lender assigns grants any risk or novates funded participations to any other party, then such Lender shall nevertheless remain responsible for the performance of the obligations expressed to be assumed by it pursuant to the Finance Documents. No such participant shall acquire any rights under any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, novation or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 ( ), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, novation or change had notDocuments.

Changes to the Lenders. 22.1 Assignments Cessions and novations delegations by the Lenders Subject to this Clause 2223, a Lender (the " "Existing Lender) may: (a) assign any of its rights; or (b) novate may transfer, cede and/or delegate any of its rights and obligationsunder any Finance Document (a Transfer) to an Eligible Institution which is regularly engaged in or established for the purpose of making, under purchasing or investing in loans, securities or other financial assets (the Finance Documents New Lender). The Parent hereby consents to any entity without the splitting of claims which may arise as a result of a Transfer permitted by this Agreement. Conditions of Transfer The consent of the Company or any other Obligor (Parent is required for Transfer by an Existing Lender, unless the " ")Transfer: 23. 22.2 Conditions 3.1.1 is to another Lender or an Affiliate of assignment a Lender; or novation23. 3.1.2 takes effect at a time when an Event of Default has occurred and is continuing. The consent of the Parent to a Transfer (aif required) Other than an assignment where must not be unreasonably withheld or delayed. The Parent will be deemed to have given its consent 5 (five) Business Days after the Existing Lender remains lender of record, an assignment has requested it unless consent is expressly refused by the Parent within that time. A Transfer will only be effective: (i) effective if the procedure set out in Clause 22.6 ( 23.6 (Procedure for assignment transfer) is complied with; (ii) on receipt by the Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties and the other Secured Parties as it would have been under if it was an Original Lender; (iii) on performance by the Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender; and (iv) on receipt by the Agent of confirmation from the Collateral Agent that the Collateral Agent has performed all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender (the receipt of which the Agent shall promptly notify to the Existing Lender and the New Lender) and the New Lender has become bound by a relevant Recognition Certificate. If: 23. (b) A novation will only be effective: (i) if the procedure set out in Clause 22.5 ( ) is complied with; (ii) on performance by the Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such novation to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender; and - 110 - (iii) on receipt by the Agent of confirmation from the Collateral Agent that the Collateral Agent has performed all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such novation to a New Lender (the receipt of which the Agent shall promptly notify to the Existing Lender and the New Lender) and the New Lender has become bound by a relevant Recognition Certificate. (c) If: (i) 3.4.1 a Lender assigns or novates Transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; andand 23. (ii) 3.4.2 as a result of circumstances existing at the date the assignment, novation Transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 ( (Tax Gross-up and Indemnities) or Clause 13 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, novation Transfer or change had notnot occurred. Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the Transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender. - 73 - WA2 ZAR RCF 2023.CONFORMED COPY.EXECUTION COPY Transfer fee The New Lender shall, on the date upon which a Transfer takes effect, pay to the Facility Agent (for its own account) a fee of ZAR10,000.00 (Ten Thousand Rand), unless the Facility Agent, in its sole discretion, agrees to waive the payment of such fee. Limitation of responsibility of Existing Lenders Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for: 23. 5.1.1 the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents; 23. 5.1.2 the financial condition of any Obligor; 23. 5.1.3 the performance and observance by any Obligor of its obligations under the Finance Documents or any other documents; or 23. 5.1.4 the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document, and any representations or warranties implied by law are excluded. Each New Lender confirms to the Existing Lender and the other Finance Parties that it: 23. 5.2.1 has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and 23. 5.2.2 will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force. Nothing in any Finance Document obliges an Existing Lender to: 23. 5.3.1 accept a re-transfer from a New Lender of any of the rights and obligations transferred under this Clause 23; or 23. 5.3.2 support any losses directly or indirectly incurred by the New Lender by reason of the non- performance by any Obligor of its obligations under the Finance Documents or otherwise. Procedure for transfer Subject to the conditions set out in Clause 23.3 (Conditions of transfer) a Transfer is effected in accordance with Clause 23.6.3 below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to Clause 23.6.2 below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this 6.3.1 to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents, each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the Discharged Rights and Obligations); 23. 6.3.2 each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; 23.

Changes to the Lenders. 22.1 Assignments Cessions and novations delegations by the Lenders Subject to this Clause 2223, a Lender (the " "Existing Lender) may: (a) assign any of its rights; or (b) novate may transfer, cede and/or delegate any of its rights and obligationsunder any Finance Document (a Transfer) to an Eligible Institution which is regularly engaged in or established for the purpose of making, under purchasing or investing in loans, securities or other financial assets (the Finance Documents New Lender). The Parent hereby consents to any entity without the splitting of claims which may arise as a result of a Transfer permitted by this Agreement. Conditions of Transfer The consent of the Company or any other Obligor (Parent is required for Transfer by an Existing Lender, unless the " ")Transfer: 23. 22.2 Conditions 3.1.1 is to another Lender or an Affiliate of assignment a Lender; or novation23. 3.1.2 takes effect at a time when an Event of Default has occurred and is continuing. 68 Conformed copy_ N1 ZAR RCF 2023.EXECUTION II COPY(14711136.2) The consent of the Parent to a Transfer (aif required) Other than an assignment where must not be unreasonably withheld or delayed. The Parent will be deemed to have given its consent 5 (five) Business Days after the Existing Lender remains lender of record, an assignment has requested it unless consent is expressly refused by the Parent within that time. A Transfer will only be effective: (i) effective if the procedure set out in Clause 22.6 ( 23.6 (Procedure for assignment transfer) is complied with; (ii) on receipt by the Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties and the other Secured Parties as it would have been under if it was an Original Lender; (iii) on performance by the Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender; and (iv) on receipt by the Agent of confirmation from the Collateral Agent that the Collateral Agent has performed all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender (the receipt of which the Agent shall promptly notify to the Existing Lender and the New Lender) and the New Lender has become bound by a relevant Recognition Certificate. If: 23. (b) A novation will only be effective: (i) if the procedure set out in Clause 22.5 ( ) is complied with; (ii) on performance by the Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such novation to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender; and - 110 - (iii) on receipt by the Agent of confirmation from the Collateral Agent that the Collateral Agent has performed all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such novation to a New Lender (the receipt of which the Agent shall promptly notify to the Existing Lender and the New Lender) and the New Lender has become bound by a relevant Recognition Certificate. (c) If: (i) 3.4.1 a Lender assigns or novates Transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; andand 23. (ii) 3.4.2 as a result of circumstances existing at the date the assignment, novation Transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 ( (Tax Gross-up and Indemnities) or Clause 13 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, novation Transfer or change had notnot occurred. Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the Transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender. Transfer fee The New Lender shall, on the date upon which a Transfer takes effect, pay to the Facility Agent (for its own account) a fee of ZAR10,000.00 (Ten Thousand Rand), unless the Facility Agent, in its sole discretion, agrees to waive the payment of such fee. Limitation of responsibility of Existing Lenders Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for: 23. 5.1.1 the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents; 23. 5.1.2 the financial condition of any Obligor; 23. 5.1.3 the performance and observance by any Obligor of its obligations under the Finance Documents or any other documents; or 23. 5.1.4 the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document, and any representations or warranties implied by law are excluded. 69 Conformed copy_ N1 ZAR RCF 2023.EXECUTION II COPY(14711136.

Changes to the Lenders. 22.1 30.1 Assignments and novations transfers by the Lenders Lenders (a) Subject to this Clause 2230 and to Clause 31 (Restrictions on debt purchase Transactions), a Lender (the " "Existing Lender") may: (ai) assign any of its rights; or (bii) novate transfer by novation any of its rights and obligations, under any Finance Document to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the Finance Documents to any entity without the consent purpose of the Company making, purchasing or any investing in loans, securities or other Obligor financial assets (the " "New Lender") subject to a minimum transfer amount of £1,000,000 (other than any transfer from a Lender to an Affiliate or a Related Fund of such Lender). 22.2 (b) Notwithstanding paragraph (a) above, no Lender may assign or transfer or sub-participate any of its rights and/or obligations under this Agreement to any member of the Group without the prior consent of all the Lenders. 30.2 Conditions of assignment or novationtransfer (a) Other An Existing Lender must consult with the Parent for no more than 5 days before it may make an assignment where or transfer in accordance with Clause 30.1 (Assignments and transfers by the Lender remains lender of record, an Lenders) unless the assignment will only be effectiveor transfer is: (i) if the procedure set out in Clause 22.6 ( for assignment ) is complied withto another Lender or an Affiliate of a Lender; (ii) on if the Existing Lender is a fund, to a fund which is a Related Fund of the Existing Lender; or (iii) made at a time when an Event of Default is continuing. (b) [Intentionally blank] (c) An assignment will only be effective on: (i) receipt by the Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties and the other Secured Parties as it would have been under if it was an Original Lender; (ii) the New Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (iii) on the performance by the Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender; and. (ivd) on receipt by the Agent of confirmation from the Collateral Agent that the Collateral Agent has performed all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender (the receipt of which the Agent shall promptly notify to the Existing Lender and the New Lender) and A transfer will only be effective if the New Lender has become bound by enters into the documentation required for it to accede as a relevant Recognition Certificate. (b) A novation will only be effective: (i) party to the Intercreditor Agreement and if the procedure set out in Clause 22.5 ( 30.5 (Procedure for transfer) is complied with; (ii) on performance by the Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such novation to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender; and - 110 - (iii) on receipt by the Agent of confirmation from the Collateral Agent that the Collateral Agent has performed all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such novation to a New Lender (the receipt of which the Agent shall promptly notify to the Existing Lender and the New Lender) and the New Lender has become bound by a relevant Recognition Certificate. (ce) If: (i) a Lender assigns or novates transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, novation transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 ( 18 (Tax gross-up and indemnities) or Clause 19 (Increased costs), then (unless the assignment, transfer or charge has been made in mitigation in accordance with Clause 21 (Mitigation by the Lenders)) the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses that Clause to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, novation transfer or change had notnot occurred. (f) Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.