Page 34 obliged to make all payments due to the Finance Parties in the manner specified herein. 12.BREAKAGE COSTS AND BREAKAGE GAINS 12.1 If a Lender (or any person on its behalf) receives orrecovers all or any part of the Facility Outstanding otherwise than on the Interest Payment Date ofthe Interest Period relating to the Advance: 12.1.1 the Borrower indemnifies and holds that Lenderharmless and shall pay to that Lender on demand an amount equal to all Breakage Costs which thatLender sustains as a consequence of such receipt or recovery on day other than an Interest PaymentDate; or 12.1.2 that Lender shall pay to the Borrower on demand an amount equal to all BreakageGains which that Lender has actually realised as a consequence of such receipt or recovery on a dayother than on an Interest Payment Date. 1 2.2 A certificate signed by any director or manager ofthe Facility Agent (whose appointment need not be proved) as to the amount of any Breakage Costs orBreakage Gains, as the case may be, shall be prima facie proof of the amount thereof. 13.ILLEGALITY If, at any time, it is unlawful for any of the Lenders to make, fund or allow to remainoutstanding all or any part of the Advance, then the Facility Agent shall, promptly after becomingaware of the same, deliver to the Borrower a certificate to that effect and; 13.1 the relevantLender shall not thereafter be obliged to make the Advance: and

Page 35 13.2 if the relevant Lender so requires, the Borrower shall an such date as the FacilityAgent shall have specified, having given at least 10 (ten) Business Days’ written notice to thateffect, repay that Lender’s portion of the Facility Outstandings and any repayment so made shallreduce rateably the remaining obligations of the Borrower under clause 9 (Repayment). 14. GUARANTEEAND INDEMNITY 14. 1 Guarantee and Indemnity Each Guarantor irrevocably and unconditionally jointlyand severally: 14.1.1 guarantees to each Finance Party the punctual performance by the Borrower ofall the Borrower’s obligations under the Finance Documents; 14.1.2 undertakes to each Finance Partythat whenever the Borrower does not pay any amount when due under or in connection with any FinanceDocument, that Guarantor shall directly on demand pay that amount as if it was the principalobligor; and 14.13 indemnifies each Finance Party directly on demand against any cost loss orliability suffered by that Finance Party if any obligation guaranteed by it is or becomesunenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to theamount which that Finance Party would otherwise have been entitled to recover. 14.2 ContinuingGuarantee This guarantee is a continuing guarantee and will extend to the ultimate balance of sumspayable by the Borrower under the Finance Documents, regardless of any intermediate payment ordischarge in whole or in part. 14.3 Reinstatement

Page 36 If any payment by the Borrower or any discharge given by a Finance Party (whether inrespect of the obligations of the Borrower or any security for those obligations or otherwise) isavoided or reduced as a result of insolvency or any similar event: 14.3.1 the liability of theBorrower shall continue as if the payment, discharge, avoidance or reduction had not occurred; and14.3.2 the relevant Finance Party shall be entitled to recover the value or amount of that securityor payment from the Borrower, as if the payment, discharge, avoidance or reduction had notoccurred. 14.4 Waiver of Defences The obligations of each Guarantor under this clause 14 will,subject to applicable law, not be affected by an act, omission, matter or thing which, but for thisclause, would reduce, release or prejudice any of its obligations under this clause 14 (withoutlimitation and whether or not known to it or any Finance Party) including: 14.4.1 any time, waiveror consent granted to, or composition with, the Borrower or other person; 1 4.4.2 the release ofthe Borrower or any other person under the terms of any composition or arrangement with anycreditor of any member of the Group: 14.4.3 the taking, variation, compromise, exchange, renewal orrelease of, or refusal or neglect to perfect, take up or enforce, any rights against, or securityover assets of, the Borrower or other person or any non-presentation or non-observance of anyformality or other requirement in respect of any instrument or any failure to realise the fullvalue of any security;

Page 37 14.4.4 any incapacity or lack of power, authority or legal personality of or dissolution orchange in the members or status of the Borrower or any other person; 14.4.5 any amendment (howeverfundamental) or replacement of a Finance Document or any other document or security; 14.4.6 anunenforceability, illegality or invalidity of any obligation of any person under any FinanceDocument or any other document or security; or 14.4.7 any insolvency or similar proceedings. 14.5Direct Recourse Each Guarantor waives any right it may have of first requiring any Finance Party toproceed against or enforce any other rights or security or claim payment from any person beforeclaiming from that Guarantor under this clause 14; provided that prior to making any demand on anyGuarantor under this clause 14 demand shall first have been made on the Borrower and the Borrowershall have failed to pay the sum or perform the obligation demanded within the requisite periodspecified in such demand. This waiver applies irrespective of any law or any provision of a FinanceDocument to the contrary. 14.6 Appropriations Until all amounts which may be or become payable bythe Borrower under or in connection with the Finance Documents have been irrevocably paid in full,each Finance Party (or any agent on its behalf) may apply all monies, security or rights receivedby it on account thereof in such manner and order as it sees fit.

Page 38 14.7 Deferral of Guarantors’ Rights Until all amounts which may be or become payable bythe Borrower under or in connection with the Finance Documents have been irrevocably paid infull and unless the Facility Agent (acting reasonably) otherwise directs, no Guarantor willexercise any rights which it may have by reason of performance by it of its obligations underthe Finance Documents: 14.7.1 to be indemnified by the Borrower; 14.7.2 to claim anycontribution from any Guarantor; and/or 14.7.3 to take the benefit (in whole or in part andwhether by way of subrogation or otherwise) of the rights of the Finance Parties under theFinance Documents, or of any other guarantee or security taken pursuant to, or in connectionwith, the Finance Documents by any Finance Party. 14.8 Additional Security This guarantee isin addition to and is not in any way prejudiced by any other guarantee or security now orsubsequently held by any Finance Party. 15. WARRANTIES AND REPRESENTATIONS 15.1 From theSignature Date, each Obligor hereby represents and warrants to the Lender on a continuingbasis that: 15.1.1 Status 15.1.1.1 It is a limited liability company, duly incorporated and ingood standing and validly existing under the laws of the Republic of South Africa.

Page 39 15.1.1.2 It has the power to own its assets and carry on its business as it is beingconducted or is contemplated to be conducted. 15.1.2 Power and Authority 15.1.2.1 It has the powerto enter into and perform, and has taken all necessary action to authorise its entry into, andperformance of, the Finance Documents to which it is party and the transactions contemplated bythose Finance Documents. 15.1.2.2 No limit on its powers will be exceeded as a result of theborrowings, grant of security or giving of guarantees or indemnities contemplated by the FinanceDocuments to which it is a party. 1 5.1.3 Authorisations 15.1.3.1 All Authorisations required toenable it lawfully to enter into, exercise its rights and comply with its obligations under theFinance Documents to which it is a party and to ensure that the obligations expressed to be assumedby it thereunder are legal, valid, binding and enforceable have been obtained or effected and arein full force and effect. 15.1.3.2 It Is not necessary that any Finance Document be filed, recordedor enrolled with any court or other authority in South Africa or that any registration or similartax be paid on or in relation to any Finance Document: 15.1.3.3 All Authorisations necessary forthe conduct of its business, trade and ordinary activities have been obtained or effected and arein full force and effect.

Page 40 15.1.4 Constitutional Documents 15.1.5 The execution of the Finance Documents to which itis a party and its exercise of its rights and performance of its obligations thereunder do not andwill not conflict with its Constitutional Documents. 15.1.6 Binding Obligations The obligationsexpressed to be assumed by it in each Finance Document to which it is a party are legal, valid,binding and enforceable obligations. 15.1.7 Non-conflict with Other Obligations The entry into andperformance by it of, and the transactions contemplated by, the Finance Documents to which it is aparty and the granting of the Transaction Security pursuant to the Security Documents to which itis a party do not and will not conflict with any agreement or instrument binding upon it or any ofits assets, including in particular the R1 700 000 000 (one billion seven hundred million Rand)4,875% (four comma eight seven five percent) convertible bonds (due 2009) issued by the Borrower.15.1.8 No Default 15.1.8.1 No Default is continuing or might reasonably be expected to result fromthe making of the Loan or the entry into, the performance of, or any transaction contemplated by,any Finance Document. 15.1.8.2 No event or circumstance is continuing which constitutes a breach ordefault under, or entities another party to call for termination of, any material agreement ormaterial instrument which is binding on it.

Page 41 15.1.9 No Encumbrances 15.1.9.1 No Encumbrance exists over any of its assets except forPermitted Encumbrances. 15.1.9.2 Other than the Encumbrances created or to be created under thesecurity Documents, no Encumbrance will arise solely as a result of the execution of andperformance of its rights and obligations under the Finance Documents. 15.1.10 Indebtedness It hasnot incurred any Financial Indebtedness except for Permitted Indebtedness. 15.1.11 No ProceedingsPending Threatened No investigation, litigation, arbitration or administrative proceedings of orbefore any court, arbitral body or government agency which, if adversely determine, is reasonablylikely to result in a Material Adverse Change have been started against it. 15.1.12 No Winding-UpIt has not taken any corporate action, nor have any other steps been taken or legal proceedingsstarted against it, for its winding-up, dissolution, or administration or for the enforcement ofany security interest over all or any of its revenues or assets or for the appointment of areceiver, administrator, administrative receiver, conservator, custodian, trustee or similarofficer of it or of all or any of its assets.

Page 42 15.1.13 Solvency 15.1.13.1 No Obligor is unable or has admitted its inability to pay itsdebts as they fall due or has suspended making payments on any of its debts or, by reason or actualor anticipated financial difficulties, commenced negotiations with its creditors generally with aview to rescheduling its indebtedness. 15.1.13.1 A moratorium has not been declared in respect ofany of the indebtedness of any Obligor. 15.1.14 Compliance with Laws Without detracting from anyother provision of this clause 15, each Obligor is in compliance with in all material respects thelaws of the Republic of South Africa. 15.1.15 Environmental Compliance Each Obligor, to the extentapplicable to it, has: 15.1.15.1 performed and observed in all material respects all EnvironmentalLaw, Environmental Permits and all other material covenants, conditions, restrictions or agreementsdirectly or indirectly concerned with any contamination, pollution, degradation or waste or therelease or discharge of any toxic or hazardous substance in connection with any real property whichis or was at any time owned, leased, occupied or controlled by it or on which it has conducted anyactivity where failure to do so is likely to result in a Material Adverse Change; and 15.1.15.2obtained all Environmental Permits required by it which are material to properly conduct itsbusiness.

Page 43 15.1.16 Environmental Claims Save to the extent disclosed in Schedule 6 (DisclosedPotential Environmental Claim)’ no Environmental Claim has been commenced against any Obligor wherethat claim would be reasonably likely to be adversely determined and which, if so adverselydetermined against that Obligor’ is likely to result in a Material Adverse Change. 15.1.17Deduction of Tax It is not required to make any deduction for or on account of tax from any paymentit may make under any Finance Documents to the Finance Parties. 15.1.18 Taxation 15.1.18.1 EachObligor has duly and punctually paid and discharged all taxes imposed upon it or its assets withina time period allowed without incurring penalties except to the extent that: 15.1.18.1.1 payment isbeing contested in good faith; 15.1.18.1.2 it has maintained adequate provisions for those taxes inaccordance with IFRS; and 15.1.18.1.3 payment can be lawfully withheld. 15.1.18.2 Each Obligor ismaterially overdue in the filing of its tax returns since the years specified in Schedule 13 (LastTax Return Year) for each Obligor. Such late filing is due to bona fide queries having been raisedby each of the Obligors with the South African Revenue Service and/or by the South African RevenueService with all or any

Page 44 of the Obligors, and for which proper and adequate provision has been made in the OriginalFinancial Statements. 15.1.19 No Misleading Information 15.1.19.1 To the best of its knowledge andbelief (having made due enquiry), all written Information provided by it and supplied to theFacility Agent pursuant to the terms of the Finance Documents and the transactions contemplatedthereby is true and accurate in all material respects as at the date it was given and is notmisleading in any material respects (whether because of information actually provided or whichshould have been provided). 15.1.19.2 All written information referred to in this clause 15.1.19has been disclosed to the Facility Agent without breaching any confidentiality obligation bindingupon it or its assets. 15.1.19.3 It has not knowingly withheld any information which, if disclosed,would reasonably be expected materially and adversely to affect the decision of the Lenders toprovide finance to the Borrower. 15.1.20 No Breach of Finance Documents 15.1.21 It is not in breachof or in Default under any Finance Document. 15.1.22 No Material Adverse Change Since the SignatureDate, no event or series of events has occurred, commenced or is threatened which is (or thecontinuation of which is) likely to result in a Material Adverse Change.

Page 45 15.1.23 Original Financial Statements 15.1.23.1 The Original Financial Statements wereprepared is accordance with IFRS consistently applied, except to the extent expressly disclosed tothe contrary therein. 15.1.23.2 The Original Financial Statements fairly represent the Obligor’sfinancial condition and operations (consolidated in the case of the Group) during the relevantfinancial period, unless expressly disclosed to the contrary therin. 15.1.23.3 There has been nomaterial adverse change in the business, operations, prospects or financial condition of any of theObligors (or the business or consolidated financial condition of the Group) since the SignatureDate. 15.1.23.4 Upon the Original Financial Statements being audited by the Auditors, there shallbe no material changes thereto, and same shall not be qualified adversely by the Auditors or in anymaterial respect more severely than to the extent disclosed in the Original Financial Statements asat the Signature Date. 15.1.24 Financial Statements and Budgets 15.1.24.1 The most recent financialstatements delivered pursuant to clause 16.1 (Financial Statements) have been prepared inaccordance with IFRS as applied to the Original Financial Statements and give a true and fair viewof (if audited) or fairly present (if unaudited) the Group’s consolidated financial condition andeach Obligor’s financial condition as at the end of, and consolidated results of operations for,the period to which they relate.

Page 46 15.1.24.2 The most recent management accounts delivered pursuant to clause 16.2 (ManagementAccounts) fairly present the Group’s consolidated financial position and consolidated results ofoperations, for the period to which they relate. 15.1.24.3 The budgets and forecasts supplied underthis Agreement were arrived at after careful consideration and have been prepared in good faith onthe basis of recent historical information and on the basis of assumptions which were reasonable asat the date they were prepared and supplied. 15.1.24.4 Since the date of the most recent financialstatements delivered pursuant to clause 16.1 (Financial Statements) and the most recent managementaccounts delivered pursuant to clause 16.2 (Management Accounts) there has been no Material AdverseChange in the business, assets or financial condition of the Group. 15.1.25 Insurance It maintainsinsurances or and in relation to its business and assets against those risks and to the extent asis usual for companies in South Africa carrying on substantially similar business in South Africa.15.1.26 Assets and Intellectual Properly Rights 15.1.26.1 If has good title to or valid leases orlicenses over all of the assets necessary and material to carry on its business. 15.1.26.2 It ownsor has the legal right to use all the Intellectual Property Rights which are material to theconduct of the business of the Group takes as a whole, or are required by it in order for it tocarry on its business and, as far as it is aware, it will not nor will any of its subsidiaries, incarrying on its business, infringe any Intellectual

Page 47 Property Rights of any third party in any way which is likely to result in a MaterialAdverse Change. 15.1.26.3 None of the Intellectual Property Rights which are material in thecontext of its business are, to its knowledge, being infringed nor, to its knowledge, is there anythreatened infringement of those Intellectual Property Rights, by any third party which in any suchcase is likely to result in a Material Adverse Change. 15.1.26.4 All registered IntellectualProperty Rights owned by it (or any subsidiary of it) and which are material to the conduct of itsbusiness are subsisting, and all actions (including payment of all fees) required to maintain thesame in full force and effect have been taken. 15.1.27 Pari Passu Ranking Its payment obligationsunder the Finance Documents to which it is a party rank at least pari passu with the claims of allits other unsecured and unsubordinated creditors, except for obligations mandatorily preferred bylaw applying to companies generally. 15.1.28 Security Interest 15.1.28.1 Subject in each case toany registration specifically required by law: 15.1.28.1.1 each Security Document validly createsthe security interest which is expressed to be created by that Security Document; and 15.1.28.1.2the Transaction Security created by each Security Document:

Page 48 15.1.28.1.2.1 ranks and will rank, in respect of all other security interests granted or tobe granted by any Obligor in favour of any person other than the Finance Parties, in the order ofpriority it is expressed to rank in the relevant Security Document; and 15.1.28.1.2.2 is notsubject to avoidance in the event of any winding-up, dissolution or administration involving anyObligor. 15.1.28.2 Other than any assets which are either the subject of a Permitted Encumbrance orwhich are teased by the relevant Obligor, it is the sole, absolute, legal and, where applicable,beneficial owner of all assets made subject to the Transaction Security created by each SecurityDocument. 15.1 .29 No Material Industrial Action No industrial or similar action has been startedor threatened against It which Is likely to result in a Material Adverse Change on its ability orthe ability of it to perform its obligations under the Finance Documents to which it is a Party.15.1.30 Immunity from Suit 15.1.30.1 In an proceedings taken against it in South Africa b relationto the Finance Documents to which it is a party, it will not b s entitled to claim for itself orany of its assets immunity from suit, execution, attachment or other legal process. 15.1.30.2 Theexecution of the Finance Documents to which it is a party constitutes, and Its exercise of itsrights and performance of its obligations thereunder will constitute, private and commercial actsdone and performed for private and commercial purpose;

Page 49 15.2 Each of the warranties given by each of the Obligors in terms of clause 15.1 shall:15.2.1 prima facie be deemed to be a representation or fact inducing the Finance Parties to enterinto the Finance Documents; 15.2.2 be presumed to be material unless the contrary is proved; 15.2.3insofar as any of the warranties is promissory or relates to a future event, be deemed to have beengiven as at the due date for fulfilment of the promise or for the happening of the event, as thecase may be; and 15.2.4 be a separate warranty and in no way be limited or restricted by referenceto or inference from the terms of any other warranty. 15.3 The Finance Parties are entering intothis Agreement relying upon the warranties given by the Borrower in clause 15.1. 16. FINANCIALINFORMATION 16.1 Financial Statements 16.1.1 The Borrower shall: 16.1.1.1 as soon as the samebecome available, but in any event within 120 (one hundred and twenty) days after the end of eachFinancial Year during the Term’ deliver to the Facility Agent the consolidated audited annualfinancial statements of the Group for such Financial Year; 16.1.1.2 as soon as the same becomeavailable, but in any event within 150 (one hundred and fifty) days after the end of each FinancialYear during the Term, deliver to the Facility Agent the audited annual financial statements of eachGuarantor for such Financial Year;

Page 50 16.1.1.3 as soon as the same become available, but in any event within 60 (sixty) daysafter the end of each quarter of each Financial Year during the Term, deliver to the Facility Agentthe consolidated interim quarterly financial statements of the Group (in the form as provided tothe Borrower’s shareholders) for such period. 16.1.1.4 from time to time on the written request ofthe Facility Agent, furnish the Facility Agent with such information about the business andfinancial condition of the Group and/or of each Obligor as the Facility Agent may reasonablyrequire. 16.1.2 The Borrower shall ensure that: 16.1.2.1 each set of financial statements deliveredby it pursuant to clause 16.1 is prepared on the same basis as was used in the preparation of theOriginal Financial Statements and in accordance with IFRS; 16.1.2.2 each set of financialstatements delivered by it pursuant to this clause 16 is certified by a duly authorised officer ofthe Borrower as giving a true and fair view of the financial condition of the Group (and eachObligor) as at the end of the period to which those financial statements relate and of the resultof its operations during such period; and 16.1.2.3 each set of financial statements delivered by itpursuant to clause 16.1 .1.1has been audited by the Auditors. 16.2 Management Accounts The Borrowershall deliver to the Facility Agent as soon as the same become available, but in any event within30 (thirty) days after the end of each calendar month of each Financial Year the consolidatedunaudited monthly management accounts of the Group for that period.

Page 51 16.3 Compliance Certificate 16.3.1 The Borrower shall deliver to the Facility Agent witheach set of financial statements delivered pursuant to clause 16.1 (Financial Statement), aCompliance Certificate setting out (in reasonable detail) computations as to compliance with clause19 (Financial Covenant) as at the Ratio Test Date; and 16.3.2 Each Compliance Certificate shall besigned by the chief financial officer or the financial director of the Borrower. 16.4 Board PacksThe Borrower shall deliver to the Facility Agent (in sufficient copies for all Lenders if theFacility Agent so requests under clause 16.10 (Delivery of Information) copies of the packsprepared for the meetings of the board of directors of the Group for each quarter together with thedraft minutes of the previous meeting of the board of directors, within 3 (three) Business Days ofpublication of the quarterly financial statements of the Group for such quarter. 1 6.5 Requirementsas to Financial Statements 16.5.1 Each set of financial statements delivered pursuant to clause16.1 (Financial Statements) shall be certified by the Group Managing Director or the GroupFinancial Director of the Borrower as fairly representing its financial condition as at the date asat which those financial statements were drawn up. 16.5.2 The Borrower shall procure that each setof financial statements delivered pursuant to clause 16.1 (Financial Statements) is prepared inaccordance with the IFRS, the requirements of the Companies Act and accounting practises andfinancial reference periods as promulgated by the

Page 52 Accounting Practices Board consistent with those applied in the preparation of theOriginal Financial Statements. 16.5.3 Clause 16.5.2 shall not apply to the extend that, in relationto any sets of financial statements the Borrower notifies the Facility Agent that there has been achange in IFRS or the accounting practices or reference periods and the Auditors (in the case ofits annual audited financial statements) or the Borrower (in the case of any of its other financialstatements) delivers to the Facility Agent: 16.5.3.1 a description of any change necessary forthose financial statements to reflect IFRS, accounting practices and reference periods upon whichthe Original Financial Statements were prepared; and 16.5.3.2 sufficient Information, in form andsubstance as may be reasonably required by the Facility Agent to enable the Facility Agent todetermine whether clause 19 (Financial Covenant) has been complied with and make an accuratecomparison between the financial position indicated in those financial statements and the OriginalFinancial Statements. 16.5.4 If the Borrower notifies the Facility Agent of a change in accordancewith clause 16.5.3, then the Borrower and Facility Agent shall enter into negotiations in goodfaith with a view to agreeing: 16.5.4.1 whether or no! the change might result in materialalteration in the commercial effect of any of the terms of this Agreement any other FinanceDocument; and 16.5.4.2 if so, any amendments to this Agreement or any other Finance Document whichmay be necessary to ensure that the change does not result in any material alteration in thecommercial effect of those terms,

Page 53 and if any amendments are agreed they shall take effect and be. binding on each of theParties in accordance with their terms. 16.5.5 Any reference in this Agreement to “financialstatement” shall be construed as a reference to those financial statements as the same may beadjusted under this clause 16.5 to reflect the basis upon which the Original Financial Statementswere prepared. 16.6 Requirements as to Management Accounts The monthly management accounts to bedelivered pursuant to clause 16.2 (Management Accounts) shall be in the form of and contain theinformation contemplated in Schedule 12 (Pro Forma Management Account). 16.7 Access to Records If aDefault is continuing or the Facility Agent reasonably suspects that a Default is continuing or mayoccur, each Obligor shall, and the Borrower shall ensure that each Obligor will, permit theFacility Agent or any of its representatives and professional advisors free access at allreasonable times and on reasonable notice (at the Borrower’s cost and expense) to that Obligor’spremises, records, accounts (including its general ledger), books and assets as that person mayrequire at reasonable times and upon reasonable notice. 16 .8 information: Miscellaneous TheBorrower shall supply to the Facility Agent (In sufficient copies for all Lenders if the FacilityAgent so requests under clause 16.10 (Delivery of Information) 16..8.1 at the same time as they aredespatched, copies of all documents despatched by any Obligor to its shareholders generally (or anyclass of

Pags 54 them) or despatched by any Obligor to its creditors generally or any class of them); 16.8.2promptly upon becoming aware of them, the details of any/ litigation, alteration or administrativeproceedings which are current, threatened or pending against any Obligor which, if adverselydetermined against it, would be reasonably likely to have a Material Adverse Change; 16.8.3promptly, such further information (including an extract of its general ledger) regarding thefinancial condition, business and operations of any Group Company as the Facility Agent mayreasonably request; and 16.8.4 promptly upon it becoming aware of any transfer of shares It anyGroup Company (not being a publicly listed entity) and of any change in the beneficial ownership ofany Group Company (not being a publicily listed entity) affecting the Control of that GroupCompany, provide details thereof and an updated list of all the shareholders of any Group Company(not bring a publicly listed entity). 16.9 Notification of Default 16.9.1 The Borrower shall notifythe Facility Agent of any Default (and the steps, if any, being taken to remedy it) promptly uponbecoming aware of its occurrence. 16.9.2 Promptly upon a request by the Facility Agent, theBorrower shall supply to the Facility Agent a certificate signed by the chief financial officer orthe financial director of the Borrower certifying that no Default is continuing (or if a Default iscontinuing specifying the Default and the steps, if any, being taken to remedy it). 16.10 Deliveryof Information

Page 55 16.10.1 Without prejudice to clause 31 (Notices and Domicilia), any documents to bedelivered under this clause 16 may be delivered by the Borrower to the Facility Agent (and by theFacility Agent to the Lenders) by e-mail where the Facility Agent has expressly agreed, by writtennotice to the Borrower, to receive such documents by e-mail and has informed the Borrower of ane-mail address pursuant to clause 31 (Notices and Domicilia), provided that, for this purpose, anysuch notification shall also be followed-up by telefax; or 16.10.2 If a Finance Party requestsdelivery to it of a paper copy of any document to be delivered by the Borrower under this clause 16in place of an electronic copy of such document, it shall notify the Borrower accordingly. TheFacility Agent shall request the Borrower n writing to provide such paper copies promptly uponreceipt of any such notice and the Borrower shall be obliged promptly to do so. 17. POSITIVEUNDERTAKINGS Each Obligor hereby each agrees and undertakes, until the Facility Outstanding hasbeen repaid in full, that it shall: 17.1 Authorisations Obtain, comply with the terms of and do allthat is necessary to Maintain in full force aid effect all authorisations,, approvals, licences andconsents required in or by the laws and regulations of South Africa to enable It lawfully toundertake its business and to enter into and perform its obligations under the Finance Documents towhich it is a party or to ensure the legality, validity, enforceability or admissibility inevidence in South Africa of the Finance Documents to which it is a party; 17.2 Compliance with Laws

Page 56 Comply in all material respects with all laws to which it may be subject, and obtain andcomply with all permits and licenses, In each case, to extent the same are material to itsbusiness. 173 Material Adverse Change Promptly inform the Facility Agent in writing of theoccurrence of any Default forthwith upon becoming aware thereof and from time to time, if sorequested by the Facility Agent in writing, confirm to the Facility Agent in writing that, save aspreviously notified to the Facility Agent or as notified in such confirmation, no such MaterialAdverse Change has occured and/or is continuing. 17.4 Representations and Warranties Notify theFacility Aganist of the occurrence of any event which results in or may reasonably be expected toresult in any of the representations and warranties contained in clause 15 (Warranties andRepresentations) being untrue; 17.5 Maintain insurances on and in relation to its business andassets with reputable underwriters or Insurance companies against those risks and to the extent asis usual for companies carrying on the same or substantially similar business. 17.6 Pari PassuRanking Ensure that at all times the claims of the Finance Parties aganist it under the FinanceDocuments to which it is a party rank at least pari passu with the claims of all its otherunsecured creditors save those whose claims are preferred by any bankruptcy, insolvency,liquidation or other similar laws of general application.

Page 57 17.7 Environmental Compliance Comply in all material respects with all Environmental Lawand obtain and maintain any Environmental Permits and take all reasonable steps in anticipation ofknown or published future changes to or obligations under the same, if failure to do so wouldreasonably be expected to result in a Material Adverse Change. 17.8 Environmental Claims Inform theFacility Agent in writing as soon as reasonably practicable upon becoming aware of the same: 17.8.1if any Environmental Claim has been commenced or (to the best of that Obligor’s knowledge andbelief) is threatened against any member of the Group; or 17.8.2 of any facts or circumstanceswhich will or are reasonably likely to result in any Environmental Claim being commenced orthreatened against any member of the Group, where the Claim would, if adversely determined, bereasonably likely to result in a Material Adverse Change.

Page 58 17.9 Default At any time after the occurrence of a Default and for so long as it iscontinuing, upon the written request of the Facility Agent with reasonable prior notice, permitrepresentatives of the Finance Parties during normal office hours. to visit and inspect any of thepremises where its business is conducted, to have access to (and copies of) accounts and recordsand shall afford reasonable co-operation at all times to the Finance Parties and suchrepresentatives. 18. NEGATIVE UNDERTAKINGS The Obligors hereby agrees and undertakes that, untilthe Facility Outstandings has been repaid in full none of the Obligors shall, without the priorwritten consent of the Facility Agent: 18.1 Financial Indebtedness 18.1.1 Assume, incur or permitto have outstanding any Financial Indebtedness other than Permitted Indebtedness. 18.1.2 Releaseor waive any indebtedness owed to it by any Related Party other than for valuable marketconsideration. 18.2 Loans and Credit Make any loans, grant any credit (save is the ordinarycourse of business) or give any guarantee or indemnity (except as required hereby) to or for thebenefit of any person or otherwise voluntarily assume any liability, whether actual or contingent,in respect of any obligation of any other person (collectively, “Credit”) other than: 18.2.1Credit existing at the Signature Date and disclosed in the Original Financial Statements;

Page 59 18.2.2 Permitted Loans; 18.2.3 any guarantee or indemnity given in respect ofPermitted Indebtedness; 18.2.4 Credit granted to any Obligor; 18.2.5 Credit granted forapplication to the Hidden Valley Project. 18.3 Disposals Enter into a single transaction or aseries of transactions (whether related or not) and whether voluntarily or involuntarily to Disposeof any assets other than pursuant to a Permitted Disposal. 18.4 Distributions The Borrower shallnot pay, make or declare, or resolve to pay, make or declare, any Distribution. 18.5 NegativePledge 18.5.1 Save as contemplated by the Finance Documents, not create or permit to subsist anyEncumbrance over any of its assets. 18.5.2 Save as contemplated by the Finance Documents, not:18.5.2.1 sell, transfer or otherwise dispose of any of its assets to any person who is not anObligor on terms whereby they are or may be leased to or re-acquired by it or by any other GroupCompany; 18.5.2.2 sell, transfer or otherwise dispose of any of its receivables on recourse terms;

Page 60 18.5.2.3 enter into any arrangement under which money or the benefit of a bank orother account may be applied, set-off or made subject to a combination of accounts; or 18.5.2.4enter into any other preferential arrangement having a similar effect, in circumstances where thearrangement or transaction is entered into primarily as a method of raising Financial Indebtednessor of financing the acquisition of an asset, 18.5.3 Clauses 18.5.1 and 18.5.2 and do not applyto Permitted Encumbrances or to Permitted Disposals. 18.6 Acquisitions Not acquire a company orany shares or securities or a business or undertaking (or, in each case, any interest in any ofthem), unless acquired in consideration (in whole or part) for a Permitted Disposal as ShareConsideration. 19. FINANCIAL COVENANT 19.1 The Borrower shall ensure that the consolidatedfinancial condition of the Group, as evidenced by the Group’s then most recent audited annual orunaudited quarterly interim consolidated financial statements (adjusted, as the Facility Agent may,acting reasonably, consider appropriate, to take account of any changes in circumstances whichoccur after the date as of which such consolidated financial statements were prepared) shall besuch that the Interest Cover Ratio shall not be less than 3 (three) times. 19.2 In this clause 19:19.2.1 “Borrowed Money” means of any person, without duplicatior; 19.2.1.1 all indebtedness ofsuch person for borrowed -money;

Page 61 19.2.1.2 all Indebtedness of such person under acceptance or documentary creditfacilities; 19.2.1.3 all Indebtedness of such person in respect of receivables sold ordiscounted (otherwise than on a non-recourse basis); 19.2.1.4 all Indebtedness of such personevidenced by bonds debentures, notes or other similar instruments; 19.2.1.5 all Indebtednessof such person to pay the deferred purchase price of property or services If deferred for morethan 60 (sixty) days or where such deferred amount is primarily designed to raise finance,except, in any case, trade accounts payable arising in the ordinary course of business;19.2.1.6 all Indebtedness of such person under any arrangement (including hire purchase andconditional sale agreements) treated as finance leases under IFRS; 19.2.1.7 all Indebtednessof such person in connection with any Derivatives Transaction and so that the amount of suchIndebtedness shall be calculated on a marked-to-market basis; 19.2.1.8 all Indebtedness ofsuch person under any repurchase agreement, put options., call options or other transactionsof any kind (whether or not recognised as borrowing under IFRS) which have the commercialeffect of a borrowing or obtaining of credit; 19.2.1.9 all obligations of such person underredeemable preference shares or equivalent equity; and 19.2.1.10 all Indebtedness of othersfalling within clauses 19.2.1.___to 19.2.1.9 above which is guaranteed by such person;

Page 62 19.2.2 “Derivative Transaction” means a contract, agreement of transaction which is a rateswap, basis swap, forward rate transaction, bond option, interest rate option, cap, collar orfloor, or any other similar transaction and/or any combination of such transaction, in each case,whether on-exchange or otherwise; 19.2.3 “EBITDA” means, in respect of any person, and any period,the consolidated operating profit before income tax for such period; 19.2.3.1 (to the extent notalready excluded) before interest received or receivable and interest paid or payable; 19.2.3.2 (tothe extent not already excluded) adjusted to exclude any gain or loss realised on the disposal offixed assets (whether tangible or intangible); 19.2.3.3 (to the extent not already excluded) beforededucting any extraordinary costs and before including extraordinary income; 19.2.3.4 adding backdepreciation, amortisation and impairments to the extent already deducted; and 19.2.3.5 plusdividends received in cash from companies consolidated by the equity method to the extent notalready taken into account; 19.2.4 “Interest Cover Ratio” means, in respect of any Ratio TestPeriod: 19.2.4.1 EBITDA; 19.2.4.2 divided by Total interest. 19.2.5 “Total Interest” means, inrespect of any period, the aggregate accruing during such period (without duplication and whetheror not paid or payable within such period) of, in respect of the Group on a consolidated

Page 63 basis (and whether or not the principal or capital obligation by reference to which any ofthe following are determined is an obligation of the Group: 19.2.5.1 all interest, acceptancecommission, guarantee fees and any other continuing, regular or periodic costs and expenses in thenature of interest (whether paid, payable or capitalised) incurred in effecting, servicing ormaintaining Borrowed Money; 19.2.5.2 amounts payable (as reduced by amounts receivable) in respectof any Derivatives Transaction which is an interest tale hedging arrangement entered into to hedgerisks arising in the normal course of business; 19.2.5.3 amounts payable in respect of the R1 700000 000 (one billion seven hundred million Rand) 4,875% (four comma eight seven five percent)convertible bonds (due 2009) issued by the Borrower; 19.2.5.4 the interest element of and ancillaryfees payable under any finance leases. 19.3 All expressions used in the definitions of this clause19 which are not otherwise defined herein shall be construed in accordance with IFRS.

Page 64 20. EVENTS OF DEFAULT 20.1 Events of Default Each of the events set out in this clause20.1 is an Event of Default (whether or not caused by any reason whatsoever outside thecontrol of the Borrower or any other person). 20.1.1 Non-Payment The Borrower fails to pay anysum due from it hereunder at the time, in the currency and in the manner specified herein,unless: 20.1.1.1 its failure to pay is caused by an administrative or technical error; and 201.1.2 payment is made within 2 (two) Business Days of its due date. 20.1.2 Financial CovenantAny requirement of clause 19 (Financial Covenant) is not satisfied. 20.1.3 Other ObligationsSubject to clause 20.2 (Remedy), an Obligor does not comply with any of its obligations whenperformance is due under the Finance Documents (other than those referred to in clause 20.1.1(Non-Payment), clause 20.1.2 (Financial Covenant) and clause 20.1.4 (Security)). 20.1.4Security Any Obligor fails to perform or comply with any of the obligations assumed by it in aSecurity Document to which it is a party.

Page 65 20.1. 5 Misrepresentation Any representation or statement made or deemed to be made by anyObligor in the Finance Documents or any other document delivered by or on behalf of anyObligor under or in connection with any Finance Document is or proved to have been incorrector misleading when made or deemed to be made. 20.1. 6 Insolvency 20.1.6.1 Any Obligor isunable to pay its debts as they fall due, commences negotiations with any one or more of itscreditors with a view to the general readjustment or rescheduling of its indebtedness or makesa general assignment for the benefit of or a composition, or compromise with its creditors.20.1.6.2 Any Obligor takes any corporate action or other steps are taken or legal proceedingsare started by that Obligor for its winding-up (whether provisional or final), dissolution oradministration or for the appointment of a liquidator, receiver, administrator, administrativereceiver, trustee or similar officer of it or of any or all of its revenues and assets.20.1.6.3 Any exceution is levied against, or an encumbrancer takes possession of the whole orany part of, the property, undertaking or assets of any Obligor and Obligor fails within 10(ten) Business Days after becoming aware, or after it should reasonably have become aware, ofsuch execution, and/or possession, as the case may be, to take the necessary steps to havesuch execution, and/or possession, as the case may be, set aside and thereafter successfullypursue such steps with due diligence.

Page 66 20.1.6.4 Any Obligor commits an act defined in terms of Section 344 of the Companies Act,20.1.7 Insolvency Proceedings Any corporate action, legal proceedings or other similar procedure orsteps are taken in relation to: 20.1.7.1 the suspension of payments, a moratorium of anyindebtedness, winding-up, dissolution or administration (by way of voluntary arrangement, scheme ofarrangement or otherwise) of any Obligor other than (in respect of any service of an application,or taking of any similar step for the liquidation, bankruptcy, judicial management, winding-up,dissolution or administration of the Obligor) where such action is dismissed, withdrawn ordischarged within 5 (five) Business Days of its presentation or such step being taken (or, if theObligor demonstrates to the Facility Agent’s satisfaction within such 5 (five) Business Days periodthat such action is frivolous or vexatious (by way of an opinion by a Senior Counsel of at least 10(ten) years standing, that the relevant Obligor has a reasonable prospect of defending thataction)); 20.1.7.2 a composition, compromise, assignment or arrangement with the creditors of anyObligor; 20.1.7.3 the appointment of a liquidator, receiver, administrator, administrativereceiver, judicial manager, compulsory manager or other similar officer in respect of any Obligoror any of its assets; or 20.1.7.4 enforcement of any security interest over any assets of anyObligor, or any analogous procedure or step is taken in any jurisdiction

Page 67 20.1.8 Failure to comply with Final Judgement Any Obligor fails within 10 (ten) BusinessDays of the due date to comply with or pay any sum due from it under any final judgement or anyfinal order made or given by any court of competent jurisdiction. 20.1.9 Cessation of Business20.1.9.1 Any Obligor suspends, is unable to or ceases for my reason whatsoever to conduct itsnormal line of business in the ordinary and regular manner. 20.1.9.2 Any Obligor sells, transfersor otherwise disposes of in any one transaction or a series of transactions (whether or notrelated), a material portion of its business or changes its asset structure and as a result of thedisposal, it would in the reasonable opinion of the Facility Agent be unable to perform or observeits obligations under any Finance Document to which it is a party. 20.1.10 Cross-Default 20.1.10.1Any indebtedness of any Obligor is not paid when due nor within any originally applicable graceperiod. 20.1.10.2 Any indebtedness of any Obligor is declared to be or otherwise becomes due andpayable prior to a specified maturity as a result of an event of default (however described).2.1.10.3 Any commitment for any indebtedness of any Obligor is cancelled or suspended by a creditorof that Obligor as a result of an event of default (however described).

Page 68 20.1.10.4 Any creditor of any Obligor becomes entitled to declare any indebtedness of anyObligor due and payable prior to its specified maturity as a result of an event of default (howeverdescribed). 20.1.11 Acquisition of Control Any acquisition of Control of any Obligor by any person.20.1.12 Governmental Intervention By or under the authority of any government; 20.1.12.1 themanagement of any Obligor is wholly or substantially replaced or the authority of any Obligor inthe conduct of its business is wholly or substantially curtailed; or 20.1.12.2 all or a majority ofthe issued shares of any Obligor, or the whole or any part of its revenues or assets is seized,nationalised, expropriated or compulsorily acquired. 20.1.13 Repudiation Any Obligor repudiates anyFinance Document to which it is a party. 20.1.14 Failure to Maintain Authorisations At any time anyAuthorisation, act, condition or thing required to be done, fulfilled or performed in order;20.1.14.1 to enable any Obligor lawfully conduct its business, or to enter into, exercise itsrights under and perform the obligations expressed to be assumed by it in any Finance Document towhich it is a party;

Page 6920.1.14.2 to ensure that the obligations expressed to be assumed by any Obligor in anyFinance Document to which it is a party are legal, valid and binding; or 20.1.14.3 to make anyFinance Document to which any Obligor is a party admissible in evidence in South Africa, is notdone, fulfilled or performed. 20.1.15 Unlawfulness It is or becomes unlawful for any Obligor toperform any of its obligations under the Finance Documents to which it is a party other than myobligations which the Facility Agent considers to be not material or which it is satisfied isadequately provided for in any other Finance Document (including a Finance Document which isentered into in replacement of the document under which It was unlawful for such Obligor to performits obligations) or unless the Obligor and the Facility Agent agree within a period of 30 (thirty)days after the occurrence of such unlawfulness or such, unlawfulness comes to the attention of theFacility Agent, whichever is the earlier, to the amendment or restructuring of such financeDocument in order to avoid such unlawfulness. 20.1.16 Material Adverse Change Any event (or anyseries of events) or circumstances occurs (or any existing circumstance continued) which is likelyto result in a Material Adverse Change. 20.2 Remedy 20.2.1 No Event of Default under clause 20.1(Events of Default) (other than those referred to in clauses 20.1.1 (Non-Payment), 20.1.2(Financial

Page 70 Covenant) and 20.1.4 (Security)) will occur if the failure to comply or circumstancegiving rise to the same is capable of remedy and is remedied within 10 (ten) Business Days, orsuch further period as the Lenders may agree, of the Lenders giving notice to the Borrower orany Obligor becoming aware of the failure to comply. 20.2.2 For the purposes of clause20.2.l, the events or circumstances referred to in clause 20.1.6 (Insolvency),clause 20.1.8 (Failure to comply with Final Judgement), clause 20.1,9 (Cessation of Business),clause 20.1.12 (Governmental Intervention), clause 20.1.15 (Unlawfulness) and clause 20.1.16(Material Adverse Change) shall be deemed to be incapable of remedy save to the extent set outtherein, 20.3 Acceleration If any Event of Default occurs which is continuing, the FacilityAgent mat shall be entitled, in its sole discretion and without prejudice to any other rightsor remedies which the Lenders may have under any of the Finance Documents or otherwise interms of South African law, by written notice to the Borrower: 20.3.1 to claim immediatepayment of all Facility Outstanding (including but not limited in capital and interest andamounts in respect of duties, fees and charges owing by the Borrower to the Lenders under theFinance Documents) regardless of whether or not such amounts are then otherwise due andpayable, all of which amounts shall, upon the delivery of such a notice, immediately becomedue and payable; and/or 20.3.2 to declare the Facility Outstanding to be due and payable upondemand; and/or 20.3.3 demand and be entitled to receive specific performance of the relevantobligation of the Finance Documents (if any) breached by the Obligor; and/or

Page 71 20.3.4 take all steps which it regards as desirable in order to enforce, or perfect thesecurity interest created or evidenced by any one or more Security Document; and/or 20.3.5cancel the whole or part of the Facility; and/or 20.3.6 claim payment from the Borrower of anyand all Breakage Costs, damages, costs and other amounts incurred directly as a result of suchEvent of Default less the amount of any Breakage Gains. 20.4 If pursuant to clause 20.3.2 theFacility Agent declares the Facility Outstandings to be due and payable on demand of theFacility Agent then, and at any time thereafter, the Facility Agent may by written notice tothe Borrower call for repayment of the Facility Outstandings mutatis mutandis in accordancewith clause 20.3 on such date as it may specify in such notice (whereupon the same shallbecome due and payable on such date), or withdraw its declaration with effect from such dateas it may specify in such notice. 21. TAXES 21.1 All payments to be made by the Borrower tothe Finance Parties hereunder shall be made free and clear of and without deduction for or onaccount of tax unlessthe Borrower is required to make such a payment subject to the deductionorwithholding of tax, in which case the sum payable by the Borrower in respect ofwhich suchdeduction or withholdings is required to be made shall be increasedto the extent necessary toensure that, after the making of the required deductionor withholding, each Finance Partyreceives and retains (free from any liabilityin respect of any such deduction or withholding)a net sum equal to the sumwhich it would have received and so retained had no such deductionorwithholding been made or required to be made. 21.2 Without prejudice to the provisions ofclause 21.1, if any Finance Party isrequired to make any payment on account of tax (not beinga tax imposed on the

Page 72 net income of the Finance Party by the jurisdiction in which it is incorporated) orotherwise on or in relation to any sum received or receivable by it hereunder (including, withoutlimitation, any sum received or receivable under this clause 21) or any liability in respect of anysuch payment is asserted, imposed, levied or assessed against any Finance Party, the Borrowershall, upon demand, promptly indemnify the Finance Party against such payment or liability,together with any interest, penalties and expenses payable or incurred in connection therewith;save that in respect of any Lenders acceding into this Agreement, such indemnity shall only applyto the extent that the Borrower would have had to indemnify the Original Lender in respect thereofif it were that Lender. 21.3 If any Finance Party intends to make a claim pursuant to clause 21.2,it shall notify the Borrower of the event by reason of which it is entitled to make suchclaim;provided that nothing herein shall require the Finance Party to discloseany confidentialinformation relating to the organisation of its affairs. 21.4 The liability of the Borrower to anyFinance Party in terms of this clause 21 will be reduced by any tax credit granted to the FinanceParty in respect of the taxliabilities referred to in this clause 21. The Finance Parties undertaketodiligently pursue the granting of any such tax credits; provided that, if in theopinion of theFinance Parties they will not be successful in obtaining such taxcredits, the Facility Agent willbe obliged., on written request by the Borrower toobtain an opinion, at the Borrower’s cost bySenior Counsel of at least 10 (ten)years” standing regarding whether there is a reasonable prospectof success inany such proceedings. In the event that the aforesaid Senior Counsel’s opinionstatesthat there is a reasonable prospect of success the Finance Parties shall beobliged to pursue thegranting of such tax credits. The Borrower herebyindemnifies and holds the Finance Parties harmlessagainst, and shall on writtendemand pay to the Finance Parties, all reasonable cost incurred bythem inpursuing the granting of such tax credits.

Page 73 22. TAX RECEIPTS 22.1 If, at any time, the Borrower is required by law to make anydeduction or withholding from any sum payable by if hereunder (or if thereafter there is anychangein the rates at which or the manner in which such deductions orwithholdings are calculated), theBorrower shall promptly notify the FacilityAgent. 22.2 If the Borrower makes any payment hereunderin respect of which it is requiredto make any deduction or withholding, it shall pay the fullamount required to bededucted or withheld to the relevant taxation or other authority within thetimeallowed for such payment under applicable law and shall deliver to the FacilityAgent, within 30(thirty) days after it has made such payment to the applicableauthority, an original receipt (or acertified copy thereof) issued by suchauthority evidencing the payment to such authority of allamounts so required tobe deducted or withheld in respect of such payment. 23. INCREASED COSTS 23.1If, by reason of any change in law or in its interpretation or administration and/or compliancewith any request from or requirement of any central bank or other fiscal, monetary or otherauthority applying to banks generally in South Africa (including, without limitation, a request orrequirement which affects the manner in which the Lenders or any holding company of any Lender isrequired to or does maintain capital resources having regard to such Lender’s obligations hereunderand to amounts owing to it hereunder): 23.1.1 a Lender or any holding company of a Lender incurs acost as a result of that Lender having entered Into and/or performing its obligations under thisAgreement and/or assuming or maintaining a commitment under this Agreement and/or advancing theFacility; and/or

Page 74 23.1.2 a Lender or any holding company of a Lender is unable to obtain the rate of returnon its overall capital which it would have been able to obtain but for that Lender having enteredinto and/or performing its obligations and/or assuming or maintaining a commitment under thisAgreement; and/or 23.1.3 there is any increase in the cost to a Lender or any holding company of aLender of funding or maintaining the Loan; and/or 23.1.4.1 a Lender or any holding company of aLender becomes liable to make any payment on account of tax or otherwise (not being a tax imposedon the net income of that Lender by the jurisdiction in which it is incorporated and being a taxapplying to banks generally in South Africa) on or calculated by reference to the Advance and/or toany sum received or receivable by it hereunder, then the Borrower shall, from time to time ondemand of the Facility Agent, promptly pay, or shall procure that one or more Obligors pay. to theFacility Agent for the account of that Lender amounts sufficient to indemnify it or any suchholding company against, as the case may be: 23.1.5 such cost; or 23.1.6 such reduction in suchrate of return (or proportion of such reduction as is attributable to its obligations hereunder);or 23.1.7 such increased cost (or such proportion of such increased cost as is attributable to itsfunding or maintaining the Loan); or 23.1.8 such liability. 23.2 If any Lender intends to make aclaim pursuant to clause 23.1, it shall notify the Facility Agent in writing of the event by reasonof which it is entitled to do so

Page 75 and confirming the amount of its claim; provided that nothing herein shall require thatLender to disclose any confidential information relating to the organisation of its affairs.Promptly upon receipt of any notice referred to in this clause 23.2, the Facility Agent shalldeliver such notice to the Borrower. 24. CERTIFICATE OF INDEBTEDNESS A certificate signed by anydirector or manager of the Facility Agent (whose appointment need not be proved) as to theexistence of and the amount of Indebtedness by the Borrower to the Finance Parties, that suchamount is due and payable, the amount of interest accrued thereon and as to any other fact, matteror thing related to the Borrower’s Indebtedness to the Finance Parties in terms of this Agreement,shall be sufficient proof of the contents and correctness thereof for the purposes of provisionalsentence, summary judgment or any other proceedings, shall be valid as a liquid document for suchpurpose and shall, in addition, be prima facie proof for purposes of pleading or trial in anyaction instituted by the Finance Parties arising herefrom. 25. SET-OFF The Borrower authorises theFinance Parties to apply any credit balance to which an Obligor is entitled on any account of anObligor with that Finance Party in satisfaction of any sum due and payable by the Borrower to theFinance Parties hereunder but unpaid. No Finance Party shall be obliged to exercise any rightsgiven to it by this clause 25. 26. CHANGE OF PARTY 26.1 No Cession, Delegation or Assignment NoParty may cede or assign any of its rights or delegate or transfer any of its obligations inrespect of any Finance Documents or the Facility Outstandings except as permitted under this clause26.