Exhibit 4.46


 





		CLIFFORD CHANCE LLP







  





EXECUTION VERSION


 


USD 400,000,000


 


FACILITY AGREEMENT


 


DATED 14 DECEMBER 2017


 


FOR


 


RANDGOLD RESOURCES LIMITED


AS BORROWER


 


WITH


 


CITIBANK, N.A., LONDON BRANCH


 


AND


 


HSBC SECURITIES (USA) INC.


 


ACTING AS ARRANGERS


 


with


 


HSBC BANK PLC


ACTING AS FACILITY AGENT


 




     


     


    

 


CONTENTS


 


	Clause	Page
	 	 	 
	1.  	Definitions and Interpretation	1
	 	 	 
	2. 	The Facility	20
	 	 	 
	3.	Purpose	22
	 	 	 
	4.	Conditions of Utilisation	23
	 	 	 
	5. 	Utilisation	24
	 	 	 
	6. 	Repayment	25
	 	 	 
	7.	Prepayment and Cancellation	26
	 	 	 
	8.	Interest	31
	 	 	 
	9. 	Interest Periods	32
	 	 	 
	10.	Changes to the Calculation of Interest	32
	 	 	 
	11.	Fees	35
	 	 	 
	12.	Tax Gross Up and Indemnities	34
	 	 	 
	13.	Increased Costs	41
	 	 	 
	14.	Other Indemnities	43
	 	 	 
	15.	Mitigation by the Lenders	45
	 	 	 
	16.	Costs and Expenses	45
	 	 	 
	17.	Representations	46
	 	 	 
	18.	Information Undertakings	50
	 	 	 
	19.	Financial Covenants	55
	 	 	 
	20.	General Undertakings	57
	 	 	 
	21.	Events of Default	64
	 	 	 
	22.	Changes to the Lenders	69
	 	 	 
	23.	Changes to the Borrower	74
	 	 	 
	24.	Role of the Facility Agent and the Arranger	75
	 	 	 
	25.	Conduct of Business by the Finance Parties	87
	 	 	 
	26.	Sharing among the Finance Parties	87
	 	 	 
	27.	Payment Mechanics	89
	 	 	 
	28.	Set-Off	93
	 	 	 
	29.	Notices	93
	 	 	 
	30.	Calculations and Certificates	96
	 	 	 
	31.	Partial Invalidity	96
	 	 	 
	32.	Remedies and Waivers	96
	 	 	 
	33.	Amendments and Waivers	97
	 	 	 
	34.	Confidentiality	101


 




     


     


    

 


	35.	Counterparts	106
	 	 	 
	36.	Governing Law	107
	 	 	 
	37.	Enforcement	108
	 	 	 
	Schedule 1 The Original Lenders	109
	 	 	 
	Schedule 2 Conditions Precedent	110
	 	 	 
	Schedule 3 Requests	112
	 	 	 
	Schedule 4 Form of Transfer Certificate	113
	 	 	 
	Schedule 5 Form Of Assignment Agreement	115
	 	 	 
	Schedule 6 Form of Compliance Certificate	118
	 	 	 
	Schedule 7 Timetables	119
	 	 	 
	Schedule 8 Form of Increase Confirmation	120


 




     


     


    

 


THIS AGREEMENT is dated 14 December 2017 and made
between:


 


		(1)	RANDGOLD RESOURCES LIMITED (the “Borrower”);



 


		(2)	CITIBANK, N.A., LONDON BRANCH and HSBC SECURITIES (USA) INC. as mandated lead arrangers
(whether acting individually or together, the “Arrangers”);



 


		(3)	HSBC BANK PLC as agent of the other Finance Parties (the “Facility Agent”);
and



 


		(4)	THE FINANCIAL INSTITUTIONS listed in Schedule 1 as lenders (the “Original Lenders”).



 


IT IS AGREED as follows:


 


SECTION 1


 


INTERPRETATION


 


		1.	DEFINITIONS AND INTERPRETATION



 


		1.1	Definitions 



 


In this Agreement:


 


“Acceptable Bank” means:


 


		(a)	a bank or financial institution which has a rating for its short-term unsecured and non credit-enhanced
debt obligations of A1 or higher by Standard & Poor’s Rating Services or Fitch Ratings Ltd or F1 or higher by Moody’s Investors
Service Limited or a comparable rating from an internationally recognised credit rating agency; or



 


		(b)	any other bank or financial institution approved by the Facility Agent.



 


“Affiliate” means,
in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding
Company.


 


“Annual Financial Statements”
has the meaning given to that term in Clause 18 (Information Undertakings).


 


“Assignment Agreement”
means an agreement substantially in the form set out in Schedule 5 (Form of Assignment Agreement) or any other form agreed
between the relevant assignor and assignee.


 


“Authorisation”
means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.


 


“Availability Period”
means the period from and including the date of this Agreement to and including the date falling one month prior to the Termination
Date.


 




    	 	- 1 -	 



     


    

 


“Available Commitment” means a Lender’s
Commitment minus:


 


		(a)	the amount of its participation in any outstanding Loans; and



 


		(b)	in relation to any proposed Utilisation, the amount of its participation in any Loans that are
due to be made on or before the proposed Utilisation Date,



 


other than that Lender’s participation
in any Loans that are due to be repaid or prepaid on or before the proposed Utilisation Date.


 


“Available Facility”
means the aggregate for the time being of each Lender’s Available Commitment.


 


“Bank Levy” means
any amount payable by a Lender (or any of its Affiliates) on the basis of, or in relation to, its balance sheet or capital base
or any part of it or its liabilities or minimum regulatory capital or any combination thereof and which has been publicly announced
prior to the date of this Agreement.


 


“Break Costs” means the amount (if any)
by which:


 


		(a)	the interest (excluding the Margin) which a Lender should have received for the period from the
date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period
in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest
Period;



 


exceeds:


 


		(b)	the amount which that Lender would be able to obtain by placing an amount equal to the principal
amount or Unpaid Sum received by it on deposit with a leading bank in the Relevant Market for a period starting on the Business
Day following receipt or recovery and ending on the last day of the current Interest Period.



 


“Business Day” means a day (other than
a Saturday or Sunday) on which banks are open for general business in London and Jersey.


 


“Code” means the US Internal Revenue
Code of 1986.


 


“Commitment” means:


 


		(a)	in relation to an Original Lender, the amount set opposite its name under the heading “Commitment”
in Schedule 1 (The Original Lenders) and the amount of any other Commitment transferred to it under this Agreement or assumed
by it in accordance with Clause 2.2 (Increase); and



 


		(b)	in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement
or assumed by it in accordance with Clause 2.2 (Increase),



 


to the extent not cancelled, reduced or transferred by
it under this Agreement.


 




    	 	- 2 -	 



     


    

 


“Compliance Certificate” means a certificate
substantially in the form set out in Schedule 6 (Form of Compliance Certificate).


 


“Confidential Information”
means all information relating to the Borrower, the Group, any Non-Group Entity, the Finance Documents or the Facility of which
a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance
Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or the Facility from either:


 


		(a)	any member of the Group, any Non-Group Entity or any of its advisers; or



 


		(b)	another Finance Party, if the information was obtained by that Finance Party directly or indirectly
from any member of the Group, any Non-Group Entity or any of its advisers,



 


in whatever form, and includes information
given orally and any document, electronic file or any other way of representing or recording information which contains or is derived
or copied from such information but excludes:


 


		(i)	information that:



 


		(A)	is or becomes public information other than as a direct or indirect result of any breach by that
Finance Party of Clause 34 (Confidentiality); or



 


		(B)	is identified in writing at the time of delivery as non-confidential by any member of the Group,
any Non-Group Entity or any of its advisers; or



 


		(C)	is known by that Finance Party before the date the information is disclosed to it in accordance
with paragraphs (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far
as that Finance Party is aware, unconnected with the Group and which, in either case, as far as that Finance Party is aware, has
not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality to the Group, any Non-Group
Entity or otherwise; and



 


		(ii)	any Funding Rate or Reference Bank Quotation.



 


“Confidentiality Undertaking”
means a confidentiality undertaking substantially in a recommended form of the LMA or in any other form agreed between the Borrower
and the Facility Agent.


 


“Debt Cover” shall have the meaning set
out in Clause 19.1 (Financial definitions).


 


“Default” means
an Event of Default or any event or circumstance specified in Clause 21 (Events of Default) which would (with the expiry
of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any
of the foregoing) be an Event of Default.


 


“Defaulting Lender” means any Lender:


 




    	 	- 3 -	 



     


    

 


		(a)	which has failed to make its participation in a Loan available (or has notified the Facility Agent
or the Borrower (which has notified the Facility Agent) that it will not make its participation in a Loan available) by the Utilisation
Date of that Loan in accordance with Clause 5.4 (Lenders’ participation);



 


		(b)	which has otherwise rescinded or repudiated a Finance Document; or



 


		(c)	with respect to which an Insolvency Event has occurred and is continuing,



 


unless, in the
case of paragraph (a) above:


 


		(i)	its failure to pay is caused by:



 


		(A)	administrative or technical error; or



 


		(B)	a Disruption Event; and



 


payment is made within five Business Days of its due date;
or


 


		(ii)	the Lender is disputing in good faith whether it is contractually obliged to make the payment in
question.



 


“Disruption Event” means either or both
of:


 


		(a)	a material disruption to those payment or communications systems or to those financial markets
which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in
order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond
the control of, any of the Parties; or



 


		(b)	the occurrence of any other event which results in a disruption (of a technical or systems-related
nature) to the treasury or payments operations of a Party preventing that, or any other Party:



 


		(i)	from performing its payment obligations under the Finance Documents; or



 


		(ii)	from communicating with other Parties in accordance with the terms of the Finance Documents,



 


and which (in either such case) is
not caused by, and is beyond the control of, the Party whose operations are disrupted.


 


“Eligible Institution”
means any Lender or other bank, financial institution, trust, fund or other entity selected by the Borrower and which, in each
case, is not a member of the Group.


 


“Environment” means
humans, animals, plants and all other living organisms including the ecological systems of which they form part and the following
media:


 




    	 	- 4 -	 



     


    

 


		(a)	air (including, without limitation, air within natural or man-made structures, whether above or
below ground);



 


		(b)	water (including, without limitation, territorial, coastal and inland waters, water under or within
land and water in drains and sewers); and



 


		(c)	land (including, without limitation, land under water).



 


“Environmental Claim”
means any claim, proceeding or formal notice or investigation by any person in respect of a breach of any Environmental Law which
is not frivolous or vexatious and is not discharged or dismissed within 21 consecutive days of commencement.


 


“Environmental Law”
means any applicable law or regulation which relates to:


 


		(a)	the pollution or protection of the Environment;



 


		(b)	the conditions of the workplace;



 


		(c)	the generation, handling, storage, use, release or spillage of any substance which, alone or in
combination with any other, is capable of causing harm to the Environment, including, without limitation, any waste; or



 


		(d)	the reporting, licensing, permitting, transportation, storage, management, disposal, investigation
or remediation of releases, or threatened release of Hazardous Materials into the air, surface water, groundwater, or land, or
relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transportation or handling of Hazardous
Materials.



 


“Environmental Permits”
means any permit and other Authorisation and the filing of any notification, report or assessment required under any Environmental
Law for the operation of the business of any member of the Group conducted on or from the properties owned or used by any member
of the Group.


 


“Event of Default”
means any event or circumstance specified as such in Clause 21 (Events of Default).


 


“Existing Facility”
means the facility made available under the Existing Facility Agreement.


 


“Existing Facility Agreement”
means the USD400,000,000 facility agreement dated 17 December 2014 between, amongst others, Randgold Resources Limited as borrower
and HSBC Bank plc as the facility agent.


 


“Facility” means
the revolving credit facility made available under this Agreement as described in Clause 2 (The Facility).


 


“Facility Office”
means the office or offices notified by a Lender to the Facility Agent in writing on or before the date it becomes a Lender (or,
following that date, by not less than five Business Days’ written notice) as the office or offices through which it will perform
its obligations under this Agreement.


 




    	 	- 5 -	 



     


    

 


“FATCA” means:


 


		(a)	sections 1471 to 1474 of the Code or any associated regulations;



 


		(b)	any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement
between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred
to in paragraph (a) above; or



 


		(c)	any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs
(a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other
jurisdiction.



 


“FATCA Application Date” means:


 


		(a)	in relation to a “withholdable payment” described in section 1473(1)(A)(i) of the Code
(which relates to payments of interest and certain other payments from sources within the US), 1 July 2014;



 


		(b)	in relation to a “withholdable payment” described in section 1473(1)(A)(ii) of the Code
(which relates to “gross proceeds” from the disposition of property of a type that can produce interest from sources
within the US), 1 January 2019; or



 


		(c)	in relation to a “passthru payment” described in section 1471(d)(7) of the Code not falling
within paragraphs (a) or (b) above, 1 January 2019,



 


or, in each case, such other date
from which such payment may become subject to a deduction or withholding required by FATCA as a result of any change in FATCA after
the date of this Agreement.


 


“FATCA Deduction”
means a deduction or withholding from a payment under a Finance Document required by FATCA.


 


“FATCA Exempt Party”
means a Party that is entitled to receive payments free from any FATCA Deduction.


 


“Fee Letter” means:


 


		(a)	any letter or letters dated on or about the date of this Agreement between the Arrangers and the
Borrower (or the Facility Agent and the Borrower or any of the Lenders and the Borrower) setting out any of the fees referred to
in Clause 11 (Fees) or otherwise agreed to be paid by the Borrower; and



 


		(b)	to the extent agreed between the Borrower and the Increase Lender, any agreement setting out fees
payable to a Finance Party referred to in paragraph (f) of Clause 2.2 (Increase).



 


“Finance Document” means this Agreement,
any Fee Letter, any Utilisation Request, any Transfer Certificate to which the Borrower is a party, any Assignment Agreement to
which the Borrower is a party and any other document designated as such by the Facility Agent and the Borrower.


 




    	 	- 6 -	 



     


    

 


“Finance Party” means the Facility Agent,
the Arrangers or a Lender.


 


“Financial Indebtedness” means any indebtedness
for or in respect of:


 


		(a)	moneys borrowed;



 


		(b)	any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;



 


		(c)	any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures,
loan stock or any similar instrument excluding Trade Instruments;



 


		(d)	the amount of any liability in respect of any lease or hire purchase contract which would, in accordance
with GAAP, be treated as a balance sheet liability (other than any liability in respect of a lease or hire purchase contract which
would, in accordance with GAAP in force prior to 1 January 2019, have been treated as an operating lease);



 


		(e)	receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse
basis);



 


		(f)	any amount raised under any other transaction (including any forward sale or purchase agreement)
having the commercial effect of a borrowing;



 


		(g)	for the purpose of Clause 21.5 (Cross default) only, any derivative transaction entered
into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of
any derivative transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or
close-out of that derivatives transaction, that amount) shall be taken into account);



 


		(h)	any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary
letter of credit or any other instrument issued by a bank or financial institution other than Trade Instruments; and



 


		(i)	(without double counting) the amount of any liability in respect of any guarantee or indemnity
for any of the items referred to in paragraphs (a) to (h) above.



 


“Financial Quarter” means the period
commencing on the day after one Quarter Date and ending on the next Quarter Date.


 


“Financial Year”
means the annual accounting period of the Group ending on or about 31 December in each year or, subject to compliance with Clause
18.3 (Requirements as to financial statements), such other date as selected by the Borrower.


 


“Funding Rate” means any individual rate
notified by a Lender to the Facility Agent pursuant to paragraph (a)(ii) of Clause 10.4 (Cost of funds).


 




    	 	- 7 -	 



     


    

 


“GAAP” means generally accepted accounting
principles in Jersey and IFRS.


 


“Governmental Authority”
means the government of any jurisdiction, or any political subdivision thereof, whether provincial, state or local, and any department,
ministry, agency, instrumentality, authority, body, court, central bank or other entity lawfully exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.


 


“Group” means the Borrower and its Subsidiaries
from time to time.


 


“Group Structure Chart” means the group
structure chart in the agreed form.


 


“Hazardous Materials”
means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including
petroleum, petroleum distillates or petroleum by-products, asbestos or asbestos containing materials, polychlorinated biphenyls,
radon gas, cyanide, infectious or medical wastes and all other hazardous or toxic substances or wastes of any nature, including
mine-tailings, regulated pursuant to any Environmental Law.


 


“Holding Company”
means, in relation to a person, any other person in respect of which it is a Subsidiary.


 


“IFRS” means international
accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.


 


“Impaired Agent” means the Facility Agent
at any time when:


 


		(a)	it has failed to make (or has notified a Party that it will not make) a payment required to be
made by it under the Finance Documents by the due date for payment;



 


		(b)	the Facility Agent otherwise rescinds or repudiates a Finance Document;



 


		(c)	(if the Facility Agent is also a Lender) it is a Defaulting Lender under paragraph (a) or (b) of
the definition of “Defaulting Lender”; or



 


		(d)	an Insolvency Event has occurred and is continuing with respect to the Facility Agent;



 


unless, in the case of paragraph (a)
above:


 


		(i)	its failure to pay is caused by:



 


		(A)	administrative or technical error; or



 


		(B)	a Disruption Event; and



 


payment is made within five Business Days of its due date;
or


 


		(ii)	the Facility Agent is disputing in good faith whether it is contractually obliged to make the payment
in question.



 




    	 	- 8 -	 



     


    

 


“Increase Confirmation”
means a confirmation substantially in the form set out in Schedule 8 (Form of Increase Confirmation).


 


“Increase Lender” has the meaning given
to that term in Clause 2.2 (Increase).


 


“Information Memorandum”
means the document in the form approved by the Borrower concerning the Group which, at the Borrower’s request and on its behalf,
was prepared in relation to this transaction and distributed by the Arrangers to selected financial institutions before the date
of this Agreement.


 


“Insolvency Event” in relation to a Finance
Party means that the Finance Party:


 


		(a)	is dissolved (other than pursuant to a consolidation, amalgamation or merger);



 


		(b)	becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally
to pay its debts as they become due;



 


		(c)	makes a general assignment, arrangement or composition with or for the benefit of its creditors;



 


		(d)	institutes or has instituted against it by a regulator, supervisor or any similar official with
primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation
or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief
under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up
or liquidation by it or such regulator, supervisor or similar official;



 


		(e)	has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other
relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for
its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding
or petition is instituted or presented by a person or entity not described in paragraph (d) above and:



 


		(i)	results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making
of an order for its winding-up or liquidation; or



 


		(ii)	is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution
or presentation thereof;



 


		(f)	has exercised in respect of it one or more of the stabilisation powers pursuant to Part 1 of the
Banking Act 2009 and/or has instituted against it a bank insolvency proceeding pursuant to Part 2 of the Banking Act 2009 or a
bank administration proceeding pursuant to Part 3 of the Banking Act 2009;



 


		(g)	has a resolution passed for its winding-up, official management or liquidation (other than pursuant
to a consolidation, amalgamation or merger);



 


		(h)	seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator,
receiver, trustee, custodian or other similar official for it or for all or substantially all its assets (other than, for so long
as it is required by law or regulation not to be publicly disclosed, any such appointment which is to be made, or is made, by a
person or entity described in paragraph (d) above);



 




    	 	- 9 -	 



     


    

 


		(i)	has a secured party take possession of all or substantially all its assets or has a distress, execution,
attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and
such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within
30 days thereafter;



 


		(j)	causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction,
has an analogous effect to any of the events specified in paragraphs (a) to (i) above; or



 


		(k)	takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence
in, any of the foregoing acts.



 


“Interest Period”
means, in relation to a Loan, each period determined in accordance with Clause 9 (Interest Periods) and, in relation to
an Unpaid Sum, each period determined in accordance with Clause 8.3 (Default interest).


 


“Interpolated Screen Rate”
means, in relation to any Loan, the rate (rounded to the same number of decimal places as the two relevant Screen Rates) which
results from interpolating on a linear basis between:


 


		(a)	the applicable Screen Rate for the longest period (for which that Screen Rate is available) which
is less than the Interest Period of that Loan; and



 


		(b)	the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which
exceeds the Interest Period of that Loan,



 


each as of the Specified Time for dollars.


 


“Lender” means:


 


		(a)	any Original Lender; and



 


		(b)	any bank, financial institution, trust, fund or other entity which has become a Party as a “Lender”
in accordance with Clause 2.2 (Increase) or Clause 22 (Changes to the Lenders),



 


which in each case has not ceased to be a Party as such
in accordance with the terms of this Agreement.


 


“LIBOR” means, in relation to any Loan:


 


		(a)	the applicable Screen Rate as of the Specified Time for dollars and for a period equal in length
to the Interest Period of that Loan; or



 


		(b)	as otherwise determined pursuant to Clause 10.1 (Unavailability of Screen Rate)



 




    	 	- 10 -	 



     


    

 


and if, in either case, that rate is less than zero, LIBOR
shall be deemed to be zero.


 


“Life of Mine Plan”
means, in respect of each Material Property, the mine plan prepared relating to the period from the current time until the time
when the last block of ore is mined.


 


“Limitation Acts”
means the Limitation Act 1980 and the Foreign Limitation Periods Act 1984.


 


“LMA” means the Loan Market Association.


 


“Loan” means a loan
made or to be made under the Facility or the principal amount outstanding for the time being of that loan.


 


“Majority Lenders”
means a Lender or Lenders whose Commitments aggregate more than 662⁄3% of the Total Commitments (or, if the Total Commitments
have been reduced to zero, aggregated more than 662⁄3% of the Total Commitments immediately prior to the reduction).


 


“Margin” means


 


		(a)	prior to the first reset date (as defined below), 1.25 per cent. per annum; and



 


		(b)	thereafter, subject to the other provisions of this definition, the margin calculated in accordance
with the table below:



 


	Debt Cover	 	Margin % p.a.	 
	 	 	 	 
	Less than or equal to 1.00:1	 	 	1.25	 
	 	 	 	 	 
	Greater than 1.00:1 but less than or equal to 2.00:1	 	 	1.50	 
	 	 	 	 	 
	Greater than 2.00:1	 	 	1.75	 



 


However:


 


		(i)	any increase or decrease in the Margin for a Loan shall take effect on the date (the “reset
date”) which is five Business Days after receipt by the Facility Agent of the Compliance Certificate for that Relevant
Period pursuant to Clause ‎18.2 (Compliance Certificate);



 


		(ii)	if, following receipt by the Facility Agent of the Compliance Certificate related to the relevant
Annual Financial Statements, that Compliance Certificate does not confirm the basis for a reduced or increased Margin, then paragraph
(b) of Clause 8.2 (Payment of interest) shall apply and the Margin for that Loan shall be the percentage per annum determined
using the table above and the revised ratio of Debt Cover calculated using the figures in that Compliance Certificate;



 




    	 	- 11 -	 



     


    

 


		(iii)	while an Event of Default under Clause 21.1 (Non-payment), Clause 21.2 (Financial covenants),
Clause 21.6 (Insolvency) or Clause 21.7 (Insolvency proceedings) is continuing, the Margin for each Loan shall be
the highest percentage per annum set out above for a Loan; and



 


		(iv)	for the purpose of determining the Margin, “Debt Cover” shall be determined in accordance
with Clause 19.1 (Financial definitions).



 


“Margin Stock” means margin stock or
“margin security” within the meaning of Regulations T, U and X.


 


“Material Adverse Effect” means a material
adverse effect on:


 


		(a)	the business or financial condition of the Group taken as a whole resulting from the closure of,
or stoppage of production at, and the inability to sell the output of production from, 3 or more of the Material Properties for
a period of more than 30 consecutive days, and the Parties acknowledge (for the avoidance of doubt) that no processing takes place
at Gounkoto Gold Mine (Mali) and therefore no output of production is sold from Gounkoto Gold Mine (Mali) but any closure of, or
stoppage of production at, Gounkoto Gold Mine (Mali) will be taken into account for the purposes of this definition;



 


		(b)	the ability of the Borrower to perform its payment obligations under this Agreement; or



 


		(c)	the validity or enforceability of any Finance Document.



 


“Material Properties” means the following
properties:


 


		(a)	Loulo Gold Mine located in Mali;



 


		(b)	Gounkoto Gold Mine located in Mali;



 


		(c)	Tongon Gold Mine located in Ivory Coast; and



 


		(d)	Kibali Gold Mine located in the
Democratic Republic of the Congo.



 


“Material Subsidiary”
means, at any time:


 


		(a)	a Subsidiary that owns a Material Property at any time; or



 


		(b)	a Subsidiary of the Borrower which has:



 


		(i)	operating profit calculated on the same basis as Consolidated EBIT as defined in Clause 19.1 (Financial
definitions) representing 15 per cent. or more of Consolidated EBIT as defined in Clause 19.1 (Financial definitions);
or



 


		(ii)	gross assets (excluding intra-group items) representing 15 per cent. or more of the gross assets
of the Group, calculated on a consolidated basis.



 




    	 	- 12 -	 



     


    

 


Compliance with
the conditions set out in paragraph (b)(i) and (b)(ii) above shall be determined by reference to the most recent Compliance Certificate
supplied by the Borrower and/or the latest audited financial statements of that Subsidiary (consolidated in the case of a Subsidiary
which itself has Subsidiaries) and the latest audited consolidated financial statements of the Group.


 


“Month” means a
period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except
that:


 


		(a)	(subject to paragraph (c) below) if the numerically corresponding day is not a Business Day, that
period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is
not, on the immediately preceding Business Day;



 


		(b)	if there is no numerically corresponding day in the calendar month in which that period is to end,
that period shall end on the last Business Day in that calendar month; and



 


		(c)	if an Interest Period begins on the last Business Day of a calendar month, that Interest Period
shall end on the last Business Day in the calendar month in which that Interest Period is to end.



 


The above rules will only apply to the last Month of any
period.


 


“New Lender” has
the meaning given to that term in Clause 22‎ (Changes to the Lenders).


 


“Non-Consenting Lender”
has the meaning given to that term in Clause 33.5 (Replacement of Lender).


 


“Non-Group Entity”
has the meaning given to that term in Clause 19.1 (Financial definitions).


 


“Original Financial Statements”
means the audited consolidated financial statements of the Group for the financial year ended 31 December 2016.


 


“Party” means a party to this Agreement.


 


“Permitted Acquisitions”
means acquisitions made by the Borrower in a manner which do not, or will not, cause the Borrower to be unable to comply with each
of the financial covenants set out in Clause 19 (Financial Covenants).


 




    	 	- 13 -	 



     


    

 


“Quarter Date” means each of 31 March,
30 June, 30 September and 31 December.


 


“Quotation Day”
means, in relation to any period for which an interest rate is to be determined two Business Days before the first day of that
period, unless market practice differs in the Relevant Market, in which case the Quotation Day will be determined by the Facility
Agent in accordance with market practice in the Relevant Market (and if quotations would normally be given in the Relevant Market
on more than one day, the Quotation Day will be the last of those days).


 


“Reference Bank Quotation”
means any quotation supplied to the Facility Agent by a Reference Bank.


 


“Reference Bank Rate”
means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Facility Agent at its request
by the Reference Banks as either:


 


		(a)	If:



 


		(i)	the Reference Bank is a contributor to the Screen Rate; and



 


		(ii)	it consists of a single figure,



 


the rate (applied to the relevant Reference
Bank and dollars and the relevant period) which contributors to the Screen Rate are asked to submit to the relevant administrator;
or


 


		(b)	in any other case, the rate at which the relevant Reference Bank could fund itself in dollars for
the relevant period with reference to the unsecured wholesale funding market.



 


“Reference Banks”
means such two or more banks (which have agreed to be Reference Banks) as may be appointed by the Facility Agent in consultation
with the Borrower and provided that the Facility Agent shall take the views of the Borrower into account when appointing any such
banks.


 


“Regulations T, U and X”
means, respectively, Regulations T, U and X of the Board of Governors of the Federal Reserve System of the United States.


 


“Regulations U”
means Regulation U of the Board of Governors of the Federal Reserve System of the United States.


 


“Regulations X”
means Regulation X of the Board of Governors of the Federal Reserve System of the United States.


 


“Related Fund” in
relation to a fund (the “first fund”), means a fund which is managed or advised by the same investment manager
or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose
investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.


 


“Relevant Market” means the London interbank
market.


 




    	 	- 14 -	 



     


    

 


“Relevant Period”
means each period of twelve months ending on the last day of the Financial Year and each period of twelve months ending on each
Quarter Date.


 


“Repeating Representations”
means each of the representations set out in Clauses 17.1 (Status) to 17.6 (Governing law and enforcement) (inclusive),
paragraph (a) of Clause 17.12 (Financial statements) and Clause 17.13 (Pari passu ranking).


 


“Representative”
means any delegate, Facility Agent, manager, administrator, nominee, attorney, trustee or custodian.


 


“Reservations” means


 


		(a)	the principle that equitable remedies are remedies which may be granted or refused at the discretion
of the court;



 


		(b)	the limitation of validity and/or enforcement by laws relating to bankruptcy, insolvency, liquidation,
reorganisation, court schemes, moratoria, administration and other laws generally affecting the rights of creditors;



 


		(c)	the time barring of claims under the Limitation Acts;



 


		(d)	defences of set off or counterclaim and similar principles;



 


		(e)	where a party to a Finance Document is vested with a discretion or may determine a matter in its
opinion, that party may be required by a court to exercise its discretion reasonably or be required to hold that opinion on reasonable
grounds;



 


		(f)	that any provision in any Finance Document providing that any calculation or certification is to
be conclusive and binding will not be effective if such calculation or certification is fraudulent and will not necessarily prevent
judicial enquiry into the merits of any claim by any party thereto; and



 


		(g)	any other matters which are set out as qualifications as to matters of law in any legal opinion
delivered pursuant to Clause 4 (Conditions of Utilisation).



 


“Rollover Loan” means one or more Loans:


 


		(a)	made or to be made on the same day that a maturing Loan is due to be repaid;



 


		(b)	the aggregate amount of which is equal to or less than the amount of the maturing Loan; and



 


		(c)	in the same currency as the maturing Loan.



 


“Sanctioned Country” means a country
or territory which is subject to country wide or territory wide Sanctions.


 


“Sanctions” means any economic, trade
or financial sanctions laws or embargoes imposed, administered, enacted or enforced from time to time by:


 


		(a)	the US government;



 




    	 	- 15 -	 



     


    

 


		(b)	the United Nations;



 


		(c)	the European Union;



 


		(d)	the United Kingdom; or



 


		(e)	the respective Governmental Authorities of any of the foregoing, including without limitation,
OFAC, the US Department of State and Her Majesty’s Treasury.



 


“Sanctions List”
means any of the lists of specifically designated nationals or designated persons or entities, or sectoral sanctions identifications
or foreign sanctions evaders (or equivalent) maintained by:


 


		(a)	the US government and administered by OFAC, the US State Department, the US Department of Commerce
or the US Department of the Treasury;



 


		(b)	the United Nations Security Council;



 


		(c)	the European Union; or



 


		(d)	Her Majesty’s Treasury of the United Kingdom,



 


or public announcement of a Sanctions
designation made by any of the foregoing each as amended, supplemented or substituted from time to time.


 


“Screen Rate” means
the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the
administration of that rate) for dollars for the relevant period displayed on page LIBOR01 of the Thomson Reuters screen (or any
replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes
that rate from time to time in place of Thomson Reuters. If such page or service ceases to be available, the Facility Agent may
specify another page or service displaying the relevant rate after consultation with the Borrower.


 


“Security” means
a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement
having a similar effect.


 


“Separate Loan”
has the meaning given to that term in Clause 6.1 (Repayment of Loans).


 


“Specified Time”
means a time determined in accordance with Schedule 7 (Timetables).


 


“Subsidiary” means
a subsidiary undertaking within the meaning of section 1162 of the Companies Act 2006.


 


“Tax” means any
tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection
with any failure to pay or any delay in paying any of the same).


 




    	 	- 16 -	 



     


    

 


“Termination Date”
means the date falling on the fifth anniversary of the date of this Agreement.


 


“Total Commitments”
means the aggregate of the Commitments, being USD 400,000,000 at the date of this Agreement.


 


“Trade Instrument”
means any performance bonds, advance payment bonds or documentary letters of credit issued in respect of the obligations of any
member of the Group or Non-Group Entity arising in the ordinary course of trading of that member of the Group or Non-Group Entity.


 


“Transfer Certificate”
means a certificate substantially in the form set out in Schedule 4 (Form of Transfer Certificate) or any other form agreed
between the Facility Agent and the Borrower.


 


“Transfer Date” means, in relation to
an assignment or a transfer, the later of:


 


		(a)	the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate;
and



 


		(b)	the date on which the Facility Agent executes the relevant Assignment Agreement or Transfer Certificate.



 


“Treasury Transaction” means any derivative
transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.


 


“Unpaid Sum” means any sum due and payable
but unpaid by the Borrower under the Finance Documents.


 


“US” means the United States of America.


 


“Utilisation” means a utilisation of
the Facility.


 


“Utilisation Date” means the date of
a Utilisation, being the date on which the relevant Loan is to be made.


 


“Utilisation Request” means a notice
substantially in the form set out in Schedule 3 (Requests).


 


“VAT” means:


 


		(a)	any tax imposed in compliance with the European Union Council Directive of 28 November 2006 on
the common system of value added tax (EC Directive 2006/112); and



 


		(b)	any other tax of a similar nature, whether imposed in a member state of the European Union in substitution
for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere.



 


		1.2	Construction 



 


		(a)	Unless a contrary indication appears, any reference in this Agreement to:



 




    	 	- 17 -	 



     


    

 


		(i)	the “Facility Agent”, the “Arrangers”, any “Finance Party”,
any “Lender”, any “Party” shall be construed so as to include its successors in title, permitted
assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents;



 


		(ii)	“assets” includes present and future properties, revenues and rights of every
description;



 


		(iii)	a “Finance Document” or any other agreement or instrument is a reference to that
Finance Document or other agreement or instrument as amended, novated, supplemented, extended or restated;



 


		(iv)	a “group of Lenders” includes all the Lenders;



 


		(v)	“indebtedness” includes any obligation (whether incurred as principal or as surety)
for the payment or repayment of money, whether present or future, actual or contingent;



 


		(vi)	a “person” includes any individual, firm, company, corporation, government, state
or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate
legal personality);



 


		(vii)	a “regulation” includes any regulation, rule, official directive, request or guideline
(whether or not having the force of law but, if not having the force of law, is binding or customarily complied with) of any governmental,
intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;



 


		(viii)	a provision of law is a reference to that provision as amended or re-enacted; and



 


		(ix)	a time of day is a reference to London time.



 


		(b)	The determination of the extent to which a rate is “for a period equal in length”
to an Interest Period shall disregard any inconsistency arising from the last day of that Interest Period being determined pursuant
to the terms of this Agreement.



 


		(c)	Section, Clause and Schedule headings are for ease of reference only.



 


		(d)	Unless a contrary indication appears, a term used in any other Finance Document or in any notice
given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.



 


		(e)	A Default or an Event of Default is “continuing” if it has not been remedied or
waived.



 




    	 	- 18 -	 



     


    

 


		1.3	Currency symbols and definitions 



 


“$”, “USD”
and “dollars” denote the lawful currency of the United States of America.


 


		1.4	Third Party Rights 



 


		(a)	Unless expressly provided to the contrary in a Finance Document a person who is not a Party has
no right under the Contracts (Rights of Third Parties) Act 1999 (the “Third Parties Act”) to enforce or to enjoy
the benefit of any term of this Agreement.



 


		(b)	Notwithstanding any term of any Finance Document, the consent of any person who is not a Party
is not required to rescind or vary this Agreement at any time.



 




    	 	- 19 -	 



     


    

 


SECTION 2


THE FACILITY


 


		2.	THE FACILITY



 


		2.1	The Facility 



 


Subject to the terms of this Agreement,
the Lenders make available to the Borrower a revolving credit facility in an aggregate amount equal to the Total Commitments.


 


		2.2	Increase 



 


		(a)	The Borrower may by giving prior notice to the Facility Agent by no later than the date falling
20 Business Days after the effective date of a cancellation of:



 


		(i)	the Available Commitments of a Defaulting Lender in accordance with Clause 7.7 (Right of cancellation
in relation to a Defaulting Lender); or



 


		(ii)	the Commitments of a Lender in accordance with:



 


		(A)	Clause 7.1 (Illegality); or



 


		(B)	paragraph (a) of Clause 7.6 (Right of replacement or repayment and cancellation in relation
to a single Lender),



 


request that the Total Commitments
be increased (and the Commitments shall be so increased) in an aggregate amount so cancelled as follows (and such that the Total
Commitments after such increase will not exceed the Total Commitments at the date of this Agreement):


 


		(iii)	the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions,
trusts, funds or other entities (each an “Increase Lender”) selected by the Borrower (each of which shall not
be a member of the Group or any Affiliate of the members of the Group) and each of which confirms in writing (whether in the relevant
Increase Confirmation or otherwise) its willingness to assume and does assume all the obligations of a Lender corresponding to
that part of the increased Commitments which it is to assume, as if it had been an Original Lender in respect of those Commitments;



 


		(iv)	the Borrower and any Increase Lender shall assume obligations towards one another and/or acquire
rights against one another as the Borrower and the Increase Lender would have assumed and/or acquired had the Increase Lender been
an Original Lender in respect of that part of the increased Commitments which it is to assume;



 


		(v)	each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each
of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase
Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender in respect
of that part of the increased Commitments which it is to assume;



 




    	 	- 20 -	 



     


    

 


		(vi)	the Commitments of the other Lenders shall continue in full force and effect; and



 


		(vii)	any increase in the Commitments shall take effect on the date specified by the Borrower in the
notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied.



 


		(b)	An increase in the Commitments relating to a Facility will only be effective on:



 


		(i)	the execution (which the Facility Agent shall do promptly following completion of any checks, if
applicable) by the Facility Agent of an Increase Confirmation from the relevant Increase Lender; and



 


		(ii)	in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase,
the Facility Agent being satisfied that the Increase Lender has complied with all necessary “know your customer” or other
similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase
Lender. The Facility Agent shall promptly notify the Borrower and the Increase Lender upon being so satisfied.



 


		(c)	Each Increase Lender, by executing the Increase Confirmation, 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 increase becomes effective
in accordance with this Agreement and that it is bound by that decision to the same extent as it would have been had it been an
Original Lender.



 


		(d)	The Borrower shall promptly on demand pay the Facility Agent the amount of all costs and expenses
properly incurred by it and reasonable expenses (including legal fees subject to any pre-agreed fee arrangements) in connection
with any increase in Commitments under this Clause 2.2.



 


		(e)	The Increase Lender shall, on the date upon which the increase takes effect, pay to the Facility
Agent (for its own account) a fee in an amount equal to the fee which would be payable under Clause 22.3 (Assignment or transfer
fee) if the increase was a transfer pursuant to Clause 22.5 (Procedure for transfer) and if the Increase Lender was
a New Lender.



 


		(f)	The Borrower may pay to the Increase Lender a fee in the amount and at the times agreed between
the Borrower and the Increase Lender in a Fee Letter.



 


		(g)	Neither the Facility Agent nor any Lender shall have any obligation to find an Increase Lender
and in no event shall a Lender replaced under paragraph (a) above be required to pay or surrender to such Increase Lender any of
the fees received by such Lender pursuant to the Finance Documents.



 




    	 	- 21 -	 



     


    

 


		(h)	Clause 22.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis
in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to:



 


		(i)	an “Existing Lender” were references to all the Lenders immediately prior to the
relevant increase;



 


		(ii)	the “New Lender” were references to that “Increase Lender”; and



 


		(iii)	a “re-transfer” and “re-assignment” were references to respectively
a “transfer” and “assignment”.



 


		2.3	Finance Parties’ rights and obligations 



 


		(a)	The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance
Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance
Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.



 


		(b)	The rights of each Finance Party under or in connection with the Finance Documents are separate
and independent rights and any debt arising under the Finance Documents to a Finance Party from the Borrower is a separate and
independent debt in respect of which a Finance Party shall be entitled to enforce its rights in accordance with paragraph (c) below.
The rights of each Finance Party include any debt owing to that Finance Party under the Finance Documents and, for the avoidance
of doubt, any part of a Loan or any other amount owed by the Borrower which relates to a Finance Party’s participation in the Facility
or its role under a Finance Document (including any such amount payable to the Facility Agent on its behalf) is a debt owing to
that Finance Party by the Borrower.



 


		(c)	A Finance Party may, except as specifically provided in the Finance Documents, separately enforce
its rights under or in connection with the Finance Documents.



 


		3.	PURPOSE



 


		3.1	Purpose 



 


The Borrower shall apply all amounts
borrowed by it under the Facility towards refinancing all amounts outstanding under the Existing Facility Agreement and, once such
amounts have been refinanced, towards its general corporate purposes including, without limitation, capital expenditure and Permitted
Acquisitions.


 


		3.2	Monitoring 



 


No Finance Party is bound to monitor
or verify the application of any amount borrowed pursuant to this Agreement.


 




    	 	- 22 -	 



     


    

 


		4.	CONDITIONS OF UTILISATION



 


		4.1	Initial conditions precedent 



 


		(a)	The Borrower may not deliver a Utilisation Request unless the Facility Agent has received all of
the documents and other evidence listed in Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Facility
Agent (acting reasonably). The Facility Agent shall notify the Borrower and the Lenders promptly upon being so satisfied.



 


		(b)	Other than to the extent that the Majority Lenders notify the Facility Agent in writing to the
contrary before the Facility Agent gives the notification described in paragraph (a) above, the Lenders authorise (but do not require)
the Facility Agent to give that notification. The Facility Agent shall not be liable for any damages, costs or losses whatsoever
as a result of giving any such notification.



 


		4.2	Further conditions precedent 



 


		(a)	The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) if on
the date of the Utilisation Request and on the proposed Utilisation Date:



 


		(i)	(in the case of a Rollover Loan) no Event of Default is continuing or would result from the making
of the relevant Loan and (in the case of any other Utilisation) no Default is continuing or would result from the proposed Loan;
and



 


		(ii)	the Repeating Representations to be made by the Borrower are true in all material respects.



 


		4.3	Maximum number of Loans 



 


		(a)	The Borrower may not deliver a Utilisation Request if as a result of the proposed Utilisation 11
or more Loans would be outstanding.



 


		(b)	Any Separate Loan shall not be taken into account in this Clause 4.3.



 




    	 	- 23 -	 



     


    

 


SECTION 3


UTILISATION


 


		5.	UTILISATION



 


		5.1	Delivery of a Utilisation Request 



 


The Borrower may utilise the Facility
by delivery to the Facility Agent of a duly completed Utilisation Request not later than the Specified Time.


 


		5.2	Completion of a Utilisation Request 



 


		(a)	Each Utilisation Request is irrevocable and will not be regarded as having been duly completed
unless:



 


		(i)	the proposed Utilisation Date is a Business Day within the Availability Period;



 


		(ii)	the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount);
and



 


		(iii)	the proposed Interest Period complies with Clause 9 (Interest Periods).



 


		(b)	Only one Loan may be requested in each Utilisation Request.



 


		5.3	Currency and amount 



 


		(a)	The currency specified in a Utilisation Request must be in dollars.



 


		(b)	The amount of the proposed Loan must be an amount which is less than or equal to the Available
Facility and which is a minimum of USD1,000,000 or, if less, the Available Facility.



 


		5.4	Lenders’ participation 



 


		(a)	If the conditions set out in this Agreement have been met, and subject to Clause 6.1 (Repayment
of Loans), each Lender shall make its participation in each Loan available by the Utilisation Date through its Facility Office.



 


		(b)	The amount of each Lender’s participation in each Loan will be equal to the proportion borne by
its Available Commitment to the Available Facility immediately prior to making the Loan.



 


		(c)	The Facility Agent shall determine the amount of each Loan and shall notify each Lender of the
amount of each Loan and the amount of its participation in that Loan and if different, the amount of that participation to be made
available in accordance with Clause 27.1 (Payments to the Facility Agent), in each case by the Specified Time.



 


		5.5	Cancellation of Commitment 



 


The Commitments which, at that time,
are unutilised shall be immediately cancelled at the end of the Availability Period.


 




    	 	- 24 -	 



     


    

 


SECTION 4


REPAYMENT, PREPAYMENT AND CANCELLATION


 


		6.	REPAYMENT



 


		6.1	Repayment of Loans 



 


		(a)	Subject to paragraph (c) below the Borrower shall repay each Loan on the last day of its Interest
Period. No Loan may be outstanding after the Termination Date.



 


		(b)	Without prejudice to the Borrower’s obligation under paragraph (a) above, if:



 


		(i)	one or more Loans are to be made available to the Borrower:



 


		(A)	on the same day that a maturing Loan is due to be repaid; and



 


		(B)	in whole or in part for the purpose of refinancing the maturing Loan; and



 


		(ii)	the proportion borne by each Lender’s participation in the maturing Loan to the amount of that
maturing Loan is the same as the proportion borne by that Lender’s participation in the new Loans to the aggregate amount of those
new Loans,



 


the aggregate amount of the new Loans
shall, unless the Borrower notifies the Facility Agent to the contrary in its Utilisation Request, be treated as if applied in
or towards repayment of the maturing Loan so that:


 


		(A)	if the amount of the maturing Loan exceeds the aggregate amount of the new Loans:



 


		(1)	the Borrower will only be required to pay an amount in cash in accordance with Clause 27‎.1
(Payments to the Facility Agent) in the relevant currency equal to that excess; and



 


		(2)	each Lender’s participation (if any) in the new Loans shall be treated as having been made available
and applied by the Borrower in or towards repayment of that Lender’s participation (if any) in the maturing Loan and that Lender
will not be required to make its participation in the new Loans available in cash in accordance with Clause 27.1 (Payments to
the Facility Agent); and



 


		(B)	if the amount of the maturing Loan is equal to or less than the aggregate amount of the new Loans:



 


		(1)	the Borrower will not be required to make any payment in accordance with Clause 27.1 (Payments
to the Facility Agent); and



 




    	 	- 25 -	 



     


    

 


		(2)	each Lender will be required to make its participation in the new Loans available in cash in accordance
with Clause 27.1 (Payments to the Facility Agent) only to the extent that its participation (if any) in the new Loans exceeds
that Lender’s participation (if any) in the maturing Loan and the remainder of that Lender’s participation in the new Loans shall
be treated as having been made available and applied by the Borrower in or towards repayment of that Lender’s participation in
the maturing Loan.



 


		(c)	At any time when a Lender becomes a Defaulting Lender, the maturity date of each of the participations
of that Lender in the Loans then outstanding will be automatically extended to the Termination Date and will be treated as separate
Loans (the “Separate Loans”).



 


		(d)	If the Borrower makes a prepayment of a Loan pursuant to Clause ‎‎7.5 (Voluntary prepayment
of Loans), the Borrower may prepay the Separate Loan by giving not less than five Business Days’ prior notice to the Facility
Agent. The Facility Agent will forward a copy of a prepayment notice received in accordance with this paragraph (d) to the Defaulting
Lender concerned as soon as practicable on receipt.



 


		(e)	Interest in respect of a Separate Loan will accrue for successive Interest Periods selected by
the Borrower by the time and date specified by the Facility Agent (acting reasonably) and will be payable by the Borrower to the
Facility Agent (for the account of that Defaulting Lender) on the last day of each Interest Period of that Loan.



 


		(f)	The terms of this Agreement relating to Loans generally shall continue to apply to Separate Loans
other than to the extent inconsistent with paragraphs (c) to
(e) above, in which case those paragraphs shall prevail in respect of any Separate Loan.



 


		7.	PREPAYMENT AND CANCELLATION 



 


		7.1	Illegality 



 


If, in any applicable jurisdiction,
it becomes unlawful for any Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its
participation in any Loan or it becomes unlawful for any Affiliate of a Lender for that Lender to do so:


 


		(a)	that Lender shall promptly notify the Facility Agent upon becoming aware of that event;



 


		(b)	upon the Facility Agent notifying the Borrower, the Commitment of that Lender will be immediately
cancelled; and



 




    	 	- 26 -	 



     


    

 


		(c)	(if the Lender so requires) the Borrower shall repay that Lender’s participation in the Loans made
to that Borrower on the last day of the Interest Period for each Loan occurring after the Facility Agent has notified the Borrower
or, if earlier, the date specified by the Lender in the notice delivered to the Facility Agent (being no earlier than the last
day of any applicable grace period permitted by law).



 


		7.2	Sanctions 



 


If any representation or statement
made or deemed to be made pursuant to Clause 17.16 (Sanctions) is or proves to have been incorrect or misleading in any
material respect when made or deemed to be made, or the Borrower does not comply with Clause 20.17 (Sanctions):


 


		(a)	a Lender may promptly notify the Facility Agent upon becoming aware of that event (such notification
to be given within 30 days of becoming aware);



 


		(b)	upon the Facility Agent notifying the Borrower, the Commitment of that Lender will be immediately
cancelled; and



 


		(c)	(if the Lender so requires) the Borrower shall repay that Lender’s participation in the Loans made
to that Borrower on the last day of the Interest Period for each Loan occurring after the Facility Agent has notified the Borrower
or, if earlier, the date specified by the Lender in the notice delivered to the Facility Agent (being no earlier than the last
day of any applicable grace period permitted by law).



 


		7.3	Change of control 



 


		(a)	If a Change of Control occurs:



 


		(i)	subject to applicable laws and regulations and the requirements or practice of any applicable stock
exchange, the Borrower shall promptly notify the Facility Agent upon becoming aware of that event;



 


		(ii)	a Lender shall not be obliged to fund a Utilisation (other than a Rollover Loan); and



 


		(iii)	if a Lender so requires and notifies the Facility Agent within five Business Days of the Borrower
notifying the Facility Agent of the event, the Facility Agent shall, by not less than five Business Days notice to the Borrower,
cancel the Commitment of that Lender and declare the participation of that Lender in all outstanding Loans, together with accrued
interest, and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Commitment of that
Lender will be cancelled and all such outstanding amounts will become immediately due and payable.



 


		(b)	For the purpose of paragraph (a) above:



 


		(i)	“Change of Control” means any person or group of persons acting in concert gains
the right to hold more than 50% of the issued share capital of the Borrower, gains the right to cast more than 50% of the voting
rights of shareholders of the Borrower or gains the right to determine the composition of the board of directors of the Borrower;
and



 




    	 	- 27 -	 



     


    

 


		(ii)	“acting in concert” means, a group of persons who, pursuant to an agreement or
understanding (whether formal or informal), actively co-operate, through the acquisition by any of them, either directly or indirectly,
of shares in the Borrower, to obtain or consolidate control of the Borrower.



 


		7.4	Voluntary cancellation 



 


The Borrower may, if it gives the
Facility Agent not less than five Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, cancel
(without premium or penalty) the whole or any part (being a minimum amount of USD25,000,000 and integral multiples of USD1,000,000)
of the Available Facility. Any cancellation under this Clause 7.4 shall reduce the Commitments of the Lenders rateably.


 


		7.5	Voluntary prepayment of Loans 



 


The Borrower may, if it gives the
Facility Agent not less than five Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, prepay
the whole or any part of a Loan (but if in part, an amount that reduces the amount of the Loan by a minimum amount of USD10,000,000
and integral multiples of USD1,000,000). Any prepayment of a Loan pursuant to this Clause 7.5 shall be applied pro rata to each
Lender’s participation in that Loan.


 


		7.6	Right of replacement or repayment and cancellation in relation to a single Lender 



 


		(a)	If:



 


		(i)	any sum payable to any Lender by the Borrower is required to be increased under paragraph (c) of
Clause 12.2 (Tax gross-up); or



 


		(ii)	any Lender claims indemnification from the Borrower under
Clause 12.3 (Tax indemnity) or Clause 13.1 (Increased costs),



 


the Borrower may, whilst the circumstance
giving rise to the requirement for that increase or indemnification continues, give the Facility Agent notice of cancellation of
the Commitment of that Lender and its intention to procure the repayment of that Lender’s participation in the Loans or give the
Facility Agent notice of its intention to replace that Lender in accordance with paragraph (d) below.


 


		(b)	On receipt of a notice of cancellation referred to in paragraph (a) above, the Commitment of that
Lender shall immediately be reduced to zero.



 


		(c)	On the last day of each Interest Period which ends after the Borrower has given notice of cancellation
under paragraph (a) above (or, if earlier, the date specified by the Borrower in that notice), the Borrower to which a Loan is
outstanding shall repay that Lender’s participation in that Loan.



 




    	 	- 28 -	 



     


    

 


		(d)	The Borrower may, in the circumstances set out in paragraph (a) above, on not less than five Business
Days’ prior notice to the Facility Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted
by law, that Lender shall) transfer pursuant to Clause 22 (Changes to the Lenders) all (and not part only) of its rights
and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity selected by
the Borrower which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance
with Clause 22 (Changes to the Lenders) for a purchase price in cash or other cash payment payable at the time of the transfer
equal to the outstanding principal amount of such Lender’s participation in the outstanding Loans and all accrued interest (to
the extent that the Facility Agent has not given a notification under Clause 22.9 (Pro rata interest settlement), Break
Costs and other amounts payable in relation thereto under the Finance Documents.



 


		(e)	The replacement of a Lender pursuant to paragraph (d) above shall be subject to the following conditions:



 


		(i)	the Borrower shall have no right to replace the Facility Agent;



 


		(ii)	neither the Facility Agent nor any Lender shall have any obligation to find a replacement Lender;



 


		(iii)	in no event shall the Lender replaced under paragraph (d) above be required to pay or surrender
any of the fees received by such Lender pursuant to the Finance Documents; and



 


		(iv)	the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (d)
above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under
all applicable laws and regulations in relation to that transfer.



 


		(f)	A Lender shall perform the checks described in paragraph (e)(iv) above as soon as reasonably practicable
following delivery of a notice referred to in paragraph (d) above and shall notify the Facility Agent and the Borrower when it
is satisfied that it has complied with those checks.



 


		7.7	Right of cancellation in relation to a Defaulting Lender 



 


		(a)	If any Lender becomes a Defaulting Lender, the Borrower may, at any time whilst the Lender continues
to be a Defaulting Lender, give the Facility Agent five Business Days’ notice of cancellation of the Available Commitment of that
Lender.



 


		(b)	On the notice referred to in paragraph (a) above becoming effective, the Available Commitment of
the Defaulting Lender shall immediately be reduced to zero.



 


		(c)	The Facility Agent shall, as soon as practicable after receipt of a notice referred to in paragraph
(a) above, notify all the Lenders.



 




    	 	- 29 -	 



     


    

 


		7.8	Restrictions 



 


		(a)	Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable
and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation
or prepayment is to be made and the amount of that cancellation or prepayment.



 


		(b)	Any prepayment under this Agreement shall be made together with accrued interest on the amount
prepaid and, subject to any Break Costs, without premium or penalty.



 


		(c)	Unless a contrary indication appears in this Agreement, any part of the Facility which is prepaid
or repaid may be reborrowed in accordance with the terms of this Agreement.



 


		(d)	The Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of
the Commitments except at the times and in the manner expressly provided for in this Agreement.



 


		(e)	Subject to Clause 2.2 (Increase), no amount of the Total Commitments cancelled under this
Agreement may be subsequently reinstated.



 


		(f)	If the Facility Agent receives a notice under this Clause 7 it shall promptly forward a copy of
that notice to either the Borrower or the affected Lender, as appropriate.



 


		(g)	If all or part of a Loan is repaid or prepaid and is not available for redrawing (other than by
operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments (equal to the amount of the Loan which
is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph
(g) shall reduce the Commitments of the Lenders rateably.



 




    	 	- 30 -	 



     


    

 


SECTION 5


COSTS OF UTILISATION


 


		8.	INTEREST



 


		8.1	Calculation of interest 



 


The rate of interest on each Loan
for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:


 


		(a)	Margin; and



 


		(b)	LIBOR.



 


		8.2	Payment of interest 



 


		(a)	The Borrower shall pay accrued interest on each Loan on the last day of each Interest Period (and,
if the Interest Period is longer than six Months, on the dates falling at six monthly intervals after the first day of the Interest
Period).



 


		(b)	If the Compliance Certificate received by the Facility Agent which relates to the relevant Annual
Financial Statements shows that a higher or lower Margin should have applied during a certain period, then the interest payment
to be made on the last day of the then current Interest Period shall be increased or reduced by any amounts necessary to put the
Facility Agent and the Lenders or the Borrower (as the case may be) in the position which they should have been in had the correct
Margin been applied during the relevant Interest Period.



 


		8.3	Default interest 



 


		(a)	If the Borrower fails to pay any amount payable by it under a Finance Document on its due date,
interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment)
at a rate which, subject to paragraph (b) below, is one per cent per annum higher than the rate which would have been payable if
the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive
Interest Periods, each of a duration selected by the Facility Agent (acting reasonably). Any interest accruing under this Clause
8.3 shall be immediately payable by the Borrower on demand by the Facility Agent.



 


		(b)	If any overdue amount consists of all or part of a Loan which became due on a day which was not
the last day of an Interest Period relating to that Loan:



 


		(i)	the first Interest Period for that overdue amount shall have a duration equal to the unexpired
portion of the current Interest Period relating to that Loan; and



 


		(ii)	the rate of interest applying to the overdue amount during that first Interest Period shall be
one per cent. per annum higher than the rate which would have applied if the overdue amount had not become due.



 




    	 	- 31 -	 



     


    

 


		(c)	Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount
at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.



 


		8.4	Notification of rates of interest 



 


		(a)	The Facility Agent shall promptly notify the Lenders and the Borrower of the determination of a
rate of interest under this Agreement.



 


		(b)	The Facility Agent shall promptly notify the Borrower of each Funding Rate relating to a Loan.



 


		9.	INTEREST PERIODS



 


		9.1	Selection of Interest Periods 



 


The Borrower may select an Interest
Period for a Loan in the Utilisation Request for that Loan.


 


		(a)	Subject to this Clause 9, the Borrower may select an Interest Period of one, three or six Months
or any other period agreed between the Borrower and the Facility Agent (acting on the instructions of all the Lenders).



 


		(b)	An Interest Period for a Loan shall not extend beyond the Termination Date.



 


		(c)	Each Interest Period for a Loan shall start on the Utilisation Date for that Loan.



 


		(d)	A Loan has one Interest Period only.



 


		9.2	Non-Business Days 



 


If an Interest Period would otherwise
end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month
(if there is one) or the preceding Business Day (if there is not).


 


		10.	CHANGES TO THE CALCULATION OF INTEREST



 


		10.1	Unavailability of Screen Rate 



 


		(a)	Interpolated Screen Rate: If no Screen Rate is available for LIBOR for the Interest Period
of a Loan, the applicable LIBOR shall be the Interpolated Screen Rate for a period equal in length to the Interest Period of that
Loan.



 


		(b)	Reference Bank Rate: If no Screen Rate is available for LIBOR for:



 


		(i)	dollars; or



 


		(ii)	the Interest Period of a Loan and it is not possible to calculate the Interpolated Screen Rate,
the applicable LIBOR shall be the Reference Bank Rate as of the Specified Time for dollars and for a period equal in length to
the Interest Period of that Loan.



 




    	 	- 32 -	 



     


    

 


		(c)	Cost of funds: If paragraph (b) above applies but no Reference Bank Rate is available for
dollars or the relevant Interest Period there shall be no LIBOR for that Loan and Clause 10.4 (Cost of funds) shall apply
to that Loan for that Interest Period



 


		10.2	Calculation of Reference Bank Rate 



 


		(a)	Subject to paragraph (b) below, if LIBOR is to be determined on the basis of a Reference Bank Rate
but a Reference Bank does not supply a quotation by the Specified Time, the Reference Bank Rate shall be calculated on the basis
of the quotations of the remaining Reference Banks.



 


		(b)	If at or about noon on the Quotation Day none or only one of the Reference Banks supplies a quotation,
there shall be no Reference Bank Rate for the relevant Interest Period.



 


		10.3	Market disruption 



 


If before close of business in London
on the Quotation Day for the relevant Interest Period the Facility Agent receives notifications from a Lender or Lenders (whose
participations in a Loan exceed 50 per cent. of that Loan) that the cost to it of obtaining matching deposits in the Relevant Market
would be in excess of LIBOR then Clause 10.4 (Cost of funds) shall apply to that Loan for the relevant Interest Period.


 


		10.4	Cost of funds 



 


		(a)	If this Clause 10.4 applies, the rate of interest on each Lender’s share of the relevant Loan for
the relevant Interest Period shall be the percentage rate per annum which is the sum of:



 


		(i)	the Margin; and



 


		(ii)	the rate notified to the Facility Agent by that Lender as soon as practicable and in any event
within 3 Business Days of the first day of that Interest Period (or, if earlier, on the date falling 3 Business Days before the
date on which interest is due to be paid in respect of that Interest Period), to be that which expresses as a percentage rate per
annum the cost to the relevant Lender of funding its participation in that Loan from whatever source it may reasonably select.



 


		(b)	If this Clause 10.4 applies and the Facility Agent or the Borrower so requires, the Facility Agent
and the Borrower shall enter into negotiations (for a period of not more than thirty days) with a view to agreeing a substitute
basis for determining the rate of interest.



 


		(c)	Any alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of all
the Lenders and the Borrower, be binding on all Parties.



 




    	 	- 33 -	 



     


    

 


		10.5	Notification to the Borrower 



 


If Clause 10.4 (Cost of funds)
applies, the Facility Agent shall, as soon as is practicable, notify the Borrower.


 


		10.6	Break Costs 



 


		(a)	The Borrower shall, within five Business Days of demand by a Finance Party, pay to that Finance
Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by the Borrower on a day other than the
last day of an Interest Period for that Loan or Unpaid Sum.



 


		(b)	Each Lender shall, as soon as reasonably practicable after a demand by the Facility Agent, provide
a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.



 


		11.	FEES



 


		11.1	Commitment fee 



 


		(a)	The Borrower shall pay to the Facility Agent (for the account of each Lender) a fee in dollars
on that Lender’s Available Commitment for the Availability Period, such fee to be calculated:



 


		(i)	prior to the first reset date (as defined below), at the rate of 0.375 per cent.; and



 


		(ii)	thereafter, in accordance with the table below:



 


	 	 	Commitment Fee	 
	Debt Cover	 	(%)	 
	 	 	 	 
	Less than or equal to 1.00:1.	 	 	0.375	 
	 	 	 	 	 
	Greater than 1.00:1 but less than or equal to 2.00:1	 	 	0.4375	 
	 	 	 	 	 
	Greater than 2.00:1	 	 	0.50	 



 


		(b)	The accrued commitment fee is payable on the last day of each successive period of three Months
which ends during the Availability Period, on the last day of the Availability Period and, if cancelled in full, on the cancelled
amount of the relevant Lender’s Commitment at the time the cancellation is effective.



 


		(c)	No commitment fee is payable to the Facility Agent (for the account of a Lender) on any Available
Commitment of that Lender for any day on which that Lender is a Defaulting Lender.



 




    	 	- 34 -	 



     


    

 


		(d)	For the purposes of this Clause 11.1, the “reset date” means the date which is
five Business Days after receipt by the Facility Agent of the Compliance Certificate for that Relevant Period pursuant to Clause
18‎.2 (Compliance Certificate).



 


		11.2	Utilisation fee 



 


		(a)	The Borrower shall pay to the Facility Agent (for the account of each Lender) a utilisation fee
in dollars computed on any day at the rate of:



 


		(i)	if, on any such day, the aggregate amount of all outstanding Loans is greater than zero but less
than 33.33% of the Total Commitments, 0.10 per cent. per annum;



 


		(ii)	if, on any such day, the aggregate amount of all Loans is equal to or greater than 33.33% of the
Total Commitments but is less than 66.66% of the Total Commitments, 0.20 per cent. per annum; and



 


		(iii)	if, on any such day, the aggregate of all Loans is equal to or greater than 66.66% of the Total
Commitments, 0.30 per cent. per annum.



 


		(b)	The utilisation fee shall accrue on all Loans outstanding from day to day.



 


		(c)	Any accrued utilisation fee is payable in arrear on the last day of each successive period of three
Months which ends during the Availability Period and on the Termination Date.



 


		11.3	Up-front fee 



 


The Borrower shall pay to the Facility
Agent (for the account of the Lenders) an up-front fee in the amount and at the times agreed in a Fee Letter.


 


		11.4	Agency fee 



 


The Borrower shall pay to the Facility
Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter. 


 




    	 	- 35 -	 



     


    

 


SECTION 6


ADDITIONAL PAYMENT OBLIGATIONS


 


		12.	TAX GROSS UP AND INDEMNITIES



 


		12.1	Definitions 



 


		(a)	In this Agreement:



 


“Protected Party”
means a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account of Tax in
relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance
Document.


 


“Tax Credit” means
a credit against, relief or remission for, or repayment of any Tax.


 


“Tax Deduction” means
a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction.


 


“Tax Payment” means
either the increase in a payment made by the Borrower to a Finance Party under Clause 12.2 (Tax gross-up) or a payment under
Clause 12.3 (Tax indemnity).


 


		(b)	Unless a contrary indication appears, in this Clause 12 a reference to “determines” or
“determined” means a determination made in the absolute discretion of the person making the determination.



 


		12.2	Tax gross-up 



 


		(a)	The Borrower shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction
is required by law.



 


		(b)	The Borrower shall promptly upon becoming aware that it must make a Tax Deduction (or that there
is any change in the rate or the basis of a Tax Deduction) notify the Facility Agent accordingly. Similarly, a Lender shall notify
the Facility Agent on becoming so aware in respect of a payment payable to that Lender. If the Facility Agent receives such notification
from a Lender it shall notify the Borrower.



 


		(c)	If a Tax Deduction is required by law to be made by the Borrower, the amount of the payment due
from the Borrower shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment
which would have been due if no Tax Deduction had been required.



 


		(d)	If the Borrower is required to make a Tax Deduction, the Borrower shall make that Tax Deduction
and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.



 


		(e)	Within thirty days of making either a Tax Deduction or any payment required in connection with
that Tax Deduction, the Borrower making that Tax Deduction shall deliver to the Facility Agent for the Finance Party entitled to the payment evidence reasonably
satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the
relevant taxing authority.





 



    	 	- 36 -	 



     


    

 


		12.3	Tax indemnity 



 


		(a)	The Borrower shall (within five Business Days of demand by the Facility Agent), subject to paragraph
(c) below, pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be
or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.



 


		(b)	Paragraph (a) above shall not apply:



 


		(i)	with respect to any Tax assessed on a Finance Party:



 


		(A)	under the law of the jurisdiction in which that Finance Party is incorporated or, if different,
the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or



 


		(B)	under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect
of amounts received or receivable in that jurisdiction,



 


if that Tax is imposed on or calculated
by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party;
or


 


		(ii)	to the extent a loss, liability or cost:



 


		(A)	is compensated for by an increased payment under Clause 12.2 (Tax gross-up); or



 


		(B)	relates to a FATCA Deduction required to be made by a Party.



 


		(c)	A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly
(and in any event within 180 days of becoming aware of the event which will give, or has given, rise to the claim) notify the Facility
Agent of such event, following which the Facility Agent shall notify the Borrower.



 


		(d)	A Protected Party shall, on receiving a payment from the Borrower under this Clause 12.3, notify
the Facility Agent.



 


		(e)	This Clause 12.3 shall not apply to the extent any loss, liability, cost or Tax is attributable
to the breach of any law or regulation or wilful misconduct by the relevant Protected Party or any of its affiliates or agents.



 




    	 	- 37 -	 



     


    

 


		12.4	Tax Credit 



 


If the Borrower makes a Tax Payment
and the relevant Finance Party determines that:


 


		(a)	a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that
Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was required; and



 


		(b)	that Finance Party has obtained and utilised that Tax Credit or part thereof,



 


the Finance Party shall pay an amount
to the Borrower which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would
have been in had the Tax Payment not been required to be made by the Borrower.


 


		12.5	Stamp taxes 



 


The Borrower shall pay and, within
five Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation
to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document, provided that this Clause 12.5
shall not apply in respect of any stamp duty registration and other similar Taxes which are payable in respect of an assignment,
transfer or other alienation of any kind by a Lender of the whole of, or any part of, its rights and/or obligations under a Finance
Document.


 


		12.6	VAT 



 


		(a)	All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which
(in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which
is chargeable on that supply and, accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made
by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority
for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for
such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice
to that Party).



 


		(b)	If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”)
to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient
(the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration
for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):



 


		(i)	(where the Supplier is the person required to account to the relevant tax authority for the VAT)
the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount
of the VAT. The Recipient must (where this paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit
or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT
chargeable on that supply; and



 




    	 	- 38 -	 



     


    

 


		(ii)	(where the Recipient is the person required to account to the relevant tax authority for the VAT)
the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable
on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from
the relevant tax authority in respect of that VAT.



 


		(c)	Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost
or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or
expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it
is entitled to credit or repayment in respect of such VAT from the relevant tax authority.



 


		(d)	Any reference in this Clause 12.6 to any Party shall, at any time when such Party is treated as
a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires)
a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the
grouping rules (provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of
the European Union) or any other similar provision in any jurisdiction which is not a member state of the European Union) so that
a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which
that Party is a member for VAT purposes at the relevant time or the relevant representative member (or head) of that group or unity
(or fiscal unity) at the relevant time (as the case may be).



 


		(e)	In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably
requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration
and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation
to such supply.



 


		12.7	FATCA Information 



 


		(a)	Subject to paragraphs (c) and (d) below, each Party shall, within ten Business Days of a reasonable
request by another Party:



 


		(i)	confirm to that other Party whether it is:



 


		(A)	a FATCA Exempt Party; or



 


		(B)	not a FATCA Exempt Party;



 


		(ii)	supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other
Party reasonably requests for the purposes of that other Party’s compliance with FATCA;



 




    	 	- 39 -	 



     


    

 


		(iii)	supply to that other Party such forms, documentation and other information relating to its status
as that other Party reasonably requests for the purposes of that other Party’s compliance with any other law, regulation, or exchange
of information regime.



 


		(b)	If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt
Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that Party shall notify that other
Party reasonably promptly.



 


		(c)	Paragraph (a) above shall not oblige any Finance Party to do anything which would or might in its
reasonable opinion constitute a breach of:



 


		(i)	any law or regulation;



 


		(ii)	any fiduciary duty; or



 


		(iii)	any duty of confidentiality.



 


		(d)	Paragraph (a) above shall not oblige the Borrower to do anything (unless such action is required
in order for a Finance Party to comply with any law or regulation, which shall be notified to the Borrower by the relevant Finance
Party) which would in the Borrower’s reasonable opinion constitute a breach of:



 


		(i)	any law or regulation; or



 


		(ii)	any fiduciary duty.



 


		(e)	If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation
or other information requested in accordance with paragraph (a)(i) or (ii) above (including, for the avoidance of doubt, where
paragraph (c) or (d) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under
them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms,
documentation or other information.



 


		12.8	FATCA Deduction 



 


		(a)	Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required
in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such
a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.



 


		(b)	Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there
is any change in the rate or the basis of such FATCA Deduction) notify the Party to whom it is making the payment and, in addition,
shall notify the Borrower and the Facility Agent and the Facility Agent shall notify the other Finance Parties.



 




    	 	- 40 -	 



     


    

 


		13.	INCREASED COSTS



 


		13.1	Increased costs 



 


		(a)	Subject to Clause 13.2 (Increased cost claims) and Clause 13.3 (Exceptions) the Borrower
shall, within five Business Days of a demand by the Facility Agent, pay for the account of a Finance Party the amount of any Increased
Costs incurred by that Finance Party or any of its Affiliates as a result of: (i) the introduction of or any change in (or in the
interpretation, administration or application of) any law or regulation; (ii) compliance with any law or regulation made after
the date of this Agreement; or (iii) the implementation or application of, or compliance with, Basel III or CRD IV, or any law
or regulation that implements or applies Basel III or CRD IV unless, in relation to sub-paragraph (iii) of this paragraph (a) only,
such Increased Costs were known (or could reasonably be expected to have been known) by and capable of being calculated by a Finance
Party at the date it became a party to this Agreement.



 


		(b)	In this Agreement



 


		(i)	“Increased Costs” means:



 


		(A)	a reduction in the rate of return from the Facility or on a Finance Party’s (or its Affiliate’s)
overall capital including, without limitation, as a result of any reduction in the rate of return on capital brought about by more
capital being required to be allocated by such Finance Party in respect of the Facility;



 


		(B)	an additional or increased cost; or



 


		(C)	a reduction of any amount due and payable under any Finance Document,



 


which is incurred or suffered by a
Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment
or funding or performing its obligations under any Finance Document.


 


		(ii)	“Basel III” means:



 


		(A)	the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel
III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework
for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical
capital buffer” published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or
restated;



 




    	 	- 41 -	 



     


    

 


		(B)	the rules for global systemically important banks contained in “Global systemically important
banks: assessment methodology and the additional loss absorbency requirement – Rules text” published by the Basel Committee
on Banking Supervision in November 2011, as amended, supplemented or restated; and



 


		(C)	any further guidance or standards published by the Basel Committee on Banking Supervision relating
to “Basel III”.



 


		(iii)	“CRD IV” means:



 


		(A)	Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential
requirements for credit institutions and investment firms; and



 


		(B)	Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to
the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive
2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC.



 


		13.2	Increased cost claims 



 


		(a)	A Finance Party intending to make a claim pursuant to Clause 13.1 (Increased costs) shall
promptly (and in any event within 180 days of becoming aware of the event giving rise to the claim) notify the Facility Agent of
the event giving rise to the claim, following which the Facility Agent shall promptly notify the Borrower.



 


		(b)	Each Finance Party shall, as soon as practicable after a demand by the Facility Agent, provide
a certificate confirming the amount of its Increased Costs.



 


		13.3	Exceptions 



 


		(a)	Clause 13.1 (Increased costs) does not apply to the extent any Increased Cost is:



 


		(i)	attributable to a Tax Deduction required by law to be made by the Borrower;



 


		(ii)	attributable to a FATCA Deduction required to be made by a Party;



 


		(iii)	compensated for by Clause 12.3 (Tax indemnity) (or would have been compensated for under
Clause 12.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 12.3
(Tax indemnity) applied);



 


		(iv)	attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or
regulation;



 




    	 	- 42 -	 



     


    

 


		(v)	attributable to the implementation or application of or compliance with the “International
Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basel Committee on Banking
Supervision in June 2004 in the form existing at the date of this Agreement (but excluding any amendment arising out of Basel III)
(“Basel II”) or any other law or regulation which implements Basel II (whether such implementation, application
or compliance is by a government, a regulator, the Lender or any of its Affiliates); or



 


		(vi)	attributable to any Bank Levy (or any payment attributable to, or liability arising as a consequence
of, a Bank Levy).



 


		(b)	In this Clause 13.3, a reference to a “Tax Deduction” has the same meaning given
to the term in Clause 12.1 (Definitions).



 


		14.	OTHER INDEMNITIES 



 


		14.1	Currency indemnity 



 


		(a)	Without prejudice to Clause 27.9 (Currency of account), if any sum due from the Borrower
under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has
to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the
“Second Currency”) for the purpose of:



 


		(i)	making or filing a claim or proof against the Borrower; or



 


		(ii)	obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration
proceedings,



 


the Borrower shall as an independent
obligation, within five Business Days of demand, indemnify each Finance Party to whom that Sum is due against any cost, loss or
liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert
that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the
time of its receipt of that Sum.


 


		(b)	The Borrower waives any right it may have in any jurisdiction to pay any amount under the Finance
Documents in a currency or currency unit other than that in which it is expressed to be payable.



 


		14.2	Other indemnities 



 


The Borrower shall, within five Business
Days of demand (which demand must be accompanied by reasonable details and calculations of the amount demanded), indemnify each
Finance Party against any cost, loss or liability incurred by that Finance Party acting reasonably as a result of:


 


		(a)	the occurrence of any Event of Default;



 


		(b)	a failure by the Borrower to pay any amount due under a Finance Document on its due date, including
without limitation, any cost, loss or liability arising as a result of Clause 26 (Sharing among the Finance Parties);



 




    	 	- 43 -	 



     


    

 


		(c)	funding, or making arrangements to fund, its participation in a Loan requested by the Borrower
in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other
than by reason of default or negligence by that Finance Party alone); or



 


		(d)	a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by
the Borrower.



 


		14.3	Indemnity to the Facility Agent 



 


		(a)	The Borrower shall promptly indemnify the Facility Agent against:



 


		(i)	any cost, loss or liability incurred by the Facility Agent (acting reasonably) as a result of:



 


		(A)	investigating any event which it reasonably believes is a Default provided that if that investigation
shows that no Event of Default had occurred, then such costs, loss and liability shall be for the account of the Lenders;



 


		(B)	entering into or performing any foreign exchange contract for the purposes of paragraph (b) of
Clause 27.10 (Change of currency);



 


		(C)	acting or relying on any notice, request or instruction which it reasonably believes to be genuine,
correct and appropriately authorised; or



 


		(D)	instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts
as permitted under this Agreement; and



 


		(ii)	any cost, loss or liability incurred by the Facility Agent acting reasonably (otherwise than by
reason of the Facility Agent’s gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant
to Clause 27.11 (Disruption to Payment Systems etc.) notwithstanding the Facility Agent’s negligence, gross negligence or
any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) in acting as Facility
Agent under the Finance Documents.



 


		(b)	The indemnity given by the Borrower under or in connection with this Clause is a continuing obligation,
independent of the Borrower’s other obligations under or in connection with this Agreement or any other document and survives after
this Agreement is terminated. It is not necessary for a person to pay an amount or incur any expense before enforcing an indemnity
under or in connection with this Agreement or any other document.



 




    	 	- 44 -	 



     


    

 


		15.	MITIGATION BY THE LENDERS



 


		15.1	Mitigation 



 


		(a)	Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate
any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant
to, any of Clause 7.1 (Illegality), Clause 12 (Tax Gross Up and Indemnities) or Clause 13 (Increased Costs)
including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility
Office.



 


		(b)	Paragraph (a) above does not in any way limit the obligations of the Borrower under the Finance
Documents.



 


		15.2	Limitation of liability 



 


		(a)	The Borrower shall promptly indemnify each Finance Party for all costs and expenses reasonably
incurred by that Finance Party as a result of steps taken by it under Clause 15.1 (Mitigation).



 


		(b)	A Finance Party is not obliged to take any steps under Clause 15.1 (Mitigation) if, in the
opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.



 


		16.	COSTS AND EXPENSES



 


		16.1	Transaction expenses 



 


The Borrower shall promptly on demand
pay the Facility Agent and the Arrangers the amount of all costs and expenses (including legal fees which shall be subject to the
arrangements, parameters and assumptions set out in the agreed proposal) reasonably incurred by any of them in connection with
the negotiation, preparation, printing, execution, perfection and syndication of:


 


		(a)	this Agreement and any other documents referred to in this Agreement; and



 


		(b)	any other Finance Documents executed after the date of this Agreement.



 


		16.2	Amendment costs 



 


If (a) the Borrower requests an amendment,
waiver or consent or (b) an amendment is required pursuant to Clause 27.10 (Change of currency), the Borrower shall, within
five Business Days of demand, reimburse the Facility Agent for the amount of all costs and expenses (including legal fees subject
to any pre-agreed fee arrangements) reasonably and properly incurred by the Facility Agent in responding to, evaluating, negotiating
or complying with that request or requirement.


 


		16.3	Enforcement costs 



 


The Borrower shall, within five Business
Days of demand, pay to each Finance Party the amount of all costs and expenses (including legal fees) incurred by that Finance
Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document.


 




    	 	- 45 -	 



     


    

 


SECTION 8


REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT


 


		17.	REPRESENTATIONS 



 


The Borrower makes the representations
and warranties set out in this Clause 17 to each Finance Party on the date of this Agreement.


 


		17.1	Status 



 


		(a)	It is a corporation, duly incorporated and validly existing under the law of its jurisdiction of
incorporation.



 


		(b)	It and each of the Material Subsidiaries have the power to own its assets and carry on its business
as it is being conducted.



 


		17.2	Binding obligations 



 


The obligations expressed to be assumed
by it in each Finance Document are, subject to the Reservations and any general principles of law limiting its obligations which
are specifically referred to in any legal opinion delivered pursuant to Clause 4 (Conditions of Utilisation), legal, valid,
binding and enforceable obligations.


 


		17.3	Non-conflict with other obligations 



 


The entry into and performance by
it of, and the transactions contemplated by, the Finance Documents do not and will not conflict with:


 


		(a)	any law or regulation applicable to it in any material respect;



 


		(b)	its or any of its Material Subsidiaries’ constitutional documents; or



 


		(c)	any agreement or instrument binding upon it or any of its Subsidiaries or any of its or any of
its Subsidiaries’ assets in a manner which has, or could be reasonably likely to have, a Material Adverse Effect.



 


		17.4	Power and authority 



 


It has the power to enter into, perform
and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Finance Documents
to which it is a party and the transactions contemplated by those Finance Documents.


 


		17.5	Validity and admissibility in evidence 



 


All Authorisations required or desirable:


 


		(a)	to enable it lawfully to enter into, exercise its rights and comply with its obligations in the
Finance Documents to which it is a party; and



 


		(b)	to make the Finance Documents to which it is a party admissible in evidence in its jurisdiction
of incorporation, 



 


have been obtained or effected and are (subject to the Reservations) in full force and effect.


 




    	 	- 46 -	 



     


    

 


		17.6	Governing law and enforcement 



 


		(a)	The choice of English law as the governing law of the Finance Documents will (subject to the Reservations)
be recognised and enforced in its jurisdiction of incorporation.



 


		(b)	Any judgment obtained in England in relation to a Finance Document will (subject to the Reservations
and to compliance with any rules for the recognition and enforcement of judgments in the relevant jurisdiction) be recognised and
enforced in its jurisdiction of incorporation.



 


		17.7	Insolvency 



 


No:


 


		(a)	corporate action, legal proceeding or other procedure or step described in Clause 21.7 (Insolvency
proceedings); or



 


		(b)	creditors’ process described in Clause 21.8 (Creditors’ process),



 


has been taken or, to the knowledge
of the Borrower having made due and careful enquiry, threatened in relation to the Borrower or a Material Subsidiary; and none
of the circumstances described in Clause 21.6 (Insolvency) applies to the Borrower or a Material Subsidiary.


 


		17.8	Deduction of Tax 



 


It is not required to make any Tax
Deduction (as defined in Clause 12.1 (Definitions)) from any payment it may make under any Finance Document.


 


		17.9	No filing or stamp taxes 



 


Under the law of its jurisdiction
of incorporation it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority
in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to the Finance Documents or the transactions
contemplated by the Finance Documents.


 


		17.10	No default 



 


		(a)	No Event of Default is continuing or might reasonably be expected to result from the making of
any Utilisation.



 


		(b)	No other event or circumstance is outstanding which constitutes a default under any other agreement
or instrument which is binding on it or any of its Subsidiaries or to which its (or any of its Subsidiaries’) assets are subject
which has, or could be reasonably likely to have, a Material Adverse Effect.



 




    	 	- 47 -	 



     


    

 


		17.11	No misleading information 



 


		(a)	Any factual information provided by the Borrower for the purposes of the Information Memorandum
was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.



 


		(b)	The financial projections contained in the Information Memorandum have been prepared on the basis
of recent historical information and on the basis of reasonable assumptions (it being acknowledged by the Finance Parties that
financial projections and forecasts are subject to uncertainties and contingencies and no representation or warranty is given that
such financial projections or forecasts will be realised).



 


		(c)	Nothing has occurred or been omitted from the Information Memorandum and no information has been
given or withheld that results in the information contained in the Information Memorandum being untrue or misleading in any material
respect.



 


		17.12	Financial statements 



 


		(a)	Its audited financial statements most recently delivered to the Facility Agent:



 


		(i)	were prepared in accordance with GAAP consistently applied; and



 


		(ii)	fairly represent its financial condition and operations (consolidated in the case of the Borrower)
during the relevant financial year.



 


		(b)	There has been no material adverse change in its business or financial condition (or the business
or consolidated financial condition of the Group, in the case of the Borrower) in the period from the date of the Original Financial
Statements to the date of this Agreement.



 


		17.13	Pari passu ranking 



 


Its payment obligations under the
Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except
for obligations mandatorily preferred by law applying to companies generally.


 


		17.14	No proceedings pending or threatened 



 


No litigation, arbitration or administrative
proceedings of or before any court, arbitral body or agency which, is reasonably likely to be adversely determined and if adversely
determined, has, or could be reasonably likely to have, a Material Adverse Effect have (to the best of its knowledge and belief
having made due and careful enquiry) been started or threatened against it or any of its Subsidiaries.


 


		17.15	No breach of laws 



 


		(a)	It has not (and none of its Subsidiaries has) breached any law or regulation which breach has or
is reasonably likely to have a Material Adverse Effect.



 




    	 	- 48 -	 



     


    

 


		(b)	No labour disputes (other than any labour disputes disclosed in writing to the Facility Agent prior
to the date of this Agreement) are current or, to the best of its knowledge and belief (having made due and careful enquiry), threatened
against any member of the Group which have or are reasonably likely to have a Material Adverse Effect.



 


		17.16	Sanctions 



 


Neither the Borrower nor any member
of the Group nor any director, officer, employee, or Affiliate of the Borrower or any member of the Group:


 


		(a)	is using or will use the proceeds of the Facility for the purpose of financing, facilitating or
making funds available directly or indirectly to any person or entity (whether or not related to any member of the Group) which,
at the time of such financing or provision of funds, is listed on a Sanctions List (or is owned or controlled by a person or entity
listed on a Sanctions List), or otherwise targeted under Sanctions or located in a Sanctioned Country, in each case to the extent
such financing or provision of funds would, to the knowledge (having made due and careful inquiry) of the Borrower or such other
member of the Group, be prohibited by Sanctions or would otherwise cause any Finance Party or member of the Group to be in breach
of Sanctions;



 


		(b)	is knowingly (having made due and careful inquiry) contributing or will contribute or otherwise
make available the proceeds of the Facility to any other person or entity (whether or not related to any member of the Group) for
the purpose of financing the activities or business of or with any person or entity which, at the time of such financing, is listed
on a Sanctions List (or is owned or controlled by a person or entity listed on a Sanctions List) or located in a Sanctioned Country
(to the extent such contribution or provision of proceeds would be prohibited by Sanctions to the knowledge (having made due and
careful inquiry) of the Borrower or such other member of the Group, or would otherwise cause any Finance Party or member of the
Group, to be in breach of Sanctions);



 


		(c)	to the best of the knowledge and belief of the Borrower (having made due and careful enquiry):



 


		(i)	is or is owned or controlled by a person that has been or is targeted under any Sanctions or otherwise
acting on behalf or at the direction of such a person; or



 


		(ii)	is located, organised or resident in a Sanctioned Country or acting on behalf or at the direction
of a person located in or organised under the laws of a Sanctioned Country; or



 


		(iii)	has violated or is violating any applicable Sanctions (together a Restricted Person); and



 




    	 	- 49 -	 



     


    

 


		(d)	is or ever has been subject to any claim, proceeding, formal notice or investigation with respect
to Sanctions, in each case, other than as may be permitted, licensed or otherwise authorised by the US government, the United Nations,
the European Union, the United Kingdom or the respective Governmental Authorities of any of the foregoing.



 


		17.17	Taxation 



 


		(a)	It is not (and none of its Subsidiaries is) overdue in the filing of any Tax returns and it is
not (and none of its Subsidiaries is) overdue in the payment of any amount in respect of Tax where such overdue filing or payment
has, or could be reasonably likely to have, a Material Adverse Effect.



 


		(b)	It is resident for Tax purposes only in its jurisdiction of incorporation.



 


		17.18	Group Structure Chart 



 


The Group Structure Chart is true,
complete and accurate in all material respects.


 


		17.19	Investment Companies 



 


The Borrower is not required to be
registered as an “investment company” under the U.S. Investment Company Act of 1940.


 


		17.20	Federal Reserve Regulations 



 


		(a)	The Borrower is not engaged and will not engage, principally or as one of its important activities,
in the business of purchasing or carrying Margin Stock or extending credit for the purpose of purchasing or carrying Margin Stock.



 


		(b)	None of the proceeds of the Loans or other extensions of credit under this Agreement will be used,
directly or indirectly, for the purpose of buying or carrying any Margin Stock, for the purpose of reducing or retiring any Financial
Indebtedness that was originally incurred to buy or carry any Margin Stock or for any other purpose which might cause all or any
Loans or other extensions of credit under this Agreement to be considered a “purpose credit” within the meaning of Regulation
U or Regulation X.



 


		17.21	Repetition 



 


The Repeating Representations are
deemed to be made by the Borrower by reference to the facts and circumstances then existing on the date of each Utilisation Request
and the first day of each Interest Period.


 


		18.	INFORMATION UNDERTAKINGS 



 


The undertakings in this Clause 18
remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment
is in force.


 


In this Clause 18:


 


“Annual Financial Statements”
means the financial statements for a Financial Year delivered pursuant to paragraph (a) of Clause 18.1 (Financial statements).


 




    	 	- 50 -	 



     


    

 


		18.1	Financial statements 



 


The Borrower shall supply or make
available to the Facility Agent one copy for each Lender of the following:


 


		(a)	as soon as the same become available, but in any event within 120 days after the end of each of
its Financial Years, its audited consolidated financial statements for that Financial Year;



 


		(b)	as soon as the same become available, but in any event within 60 days after the end of each Financial
Quarter of each of its Financial Years, its consolidated unaudited financial statements for that Financial Quarter; and



 


		(c)	as soon as reasonably practicable, but in any event within 60 days after they have been approved
by the board of directors of the Borrower, the annual budget of the Group and (if available) the Life of Mine Plan in respect of
each Material Property.



 


		18.2	Compliance Certificate 



 


		(a)	The Borrower shall supply to the Facility Agent, with each set of financial statements delivered
pursuant to paragraph (a) or (b) of Clause 18.1 (Financial statements), a Compliance Certificate setting out (in reasonable
detail) computations as to compliance with Clause 19 (Financial Covenants) as at the date as at which those financial statements
were drawn up.



 


		(b)	Each Compliance Certificate shall be signed by one director of the Borrower.



 


		18.3	Requirements as to financial statements 



 


		(a)	The Borrower shall procure that each set of financial statements of the Borrower delivered pursuant
to Clause 18.1 (Financial statements) is prepared using GAAP, accounting practices and financial reference periods consistent
with those applied in the preparation of the Original Financial Statements for the Borrower unless, in relation to any set of financial
statements, it notifies the Facility Agent that there has been a change in GAAP, the accounting practices or reference periods
(including a change to the Financial Year) and its auditors deliver to the Facility Agent:



 


		(i)	a description of any change necessary for those financial statements to reflect the GAAP, accounting
practices and reference periods upon which the Borrower’s Original Financial Statements were prepared; and



 


		(ii)	sufficient information, in form and substance as may be reasonably required by the Facility Agent,
to enable the Lenders to determine whether Clause 19 (Financial Covenants) has been complied with and make an accurate comparison
between the financial position indicated in those financial statements and that Borrower’s Original Financial Statements.



 




    	 	- 51 -	 



     


    

 


Any reference in this Agreement to
those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon
which the Original Financial Statements were prepared.


 


		18.4	Information: miscellaneous 



 


		(a)	Subject to Clause 18.6 (Use of websites), the Borrower shall supply or make available to
the Facility Agent (with one copy of each document for each Lender, if the Facility Agent so requests):



 


		(i)	all documents dispatched by the Borrower to its shareholders (or any class of them) or its creditors
generally at the same time as they are dispatched;



 


		(ii)	subject to paragraph (b) of this Clause 18.4, promptly upon becoming aware of them, the details
of any material litigation, arbitration or administrative proceedings which are current, threatened or pending against any member
of the Group which is not frivolous or vexatious and is discharged, stayed or dismissed within 21 days of commencement;



 


		(iii)	subject to paragraph (b) of this Clause 18.4, promptly upon becoming aware of them, the details
of the circumstances relating to, and the potential impact on the Group of, the closure of, or stoppage of production at, or inability
to sell the output of production from, any Material Property for a period of more than 60 consecutive days; and



 


		(iv)	subject to paragraph (b) of this Clause 18.4, promptly, such further information as any Finance
Party reasonably believes is material to the financial condition, business and operations of the Borrower as any Finance Party
(through the Facility Agent) may reasonably request.



 


		(b)	The Borrower shall not be required to provide any information under paragraph (a)(ii), (a)(iii)
and (a)(iv) of this Clause 18.4 if doing so would:



 


		(i)	constitute a breach by the Borrower of any law, regulation or the rules of any stock exchange binding
on the Borrower;



 


		(ii)	constitute a breach by the Borrower or any other member of the Group of any confidentiality obligations
legally binding on the Borrower or any other member of the Group, other than where such confidentiality obligation was entered
into by the Borrower or any other member of the Group for the purpose of avoiding disclosure of such information; or



 


		(iii)	result in the Borrower or any member of its board of directors being in breach of any insider dealing
or similar rules.



 




    	 	- 52 -	 



     


    

 


		18.5	Notification of default 



 


		(a)	The Borrower shall notify the Facility Agent of any Default (and the steps, if any, being taken
to remedy it) promptly upon becoming aware of its occurrence.



 


		(b)	Promptly upon a request by the Facility Agent, the Borrower shall supply to the Facility Agent
a certificate signed by one director or a duly authorised senior manager on its behalf certifying that no Default is continuing
(or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).



 


		18.6	Use of websites 



 


		(a)	The Borrower may satisfy its obligation under this Agreement to deliver any information in relation
to those Lenders ( the “Website Lenders”) who accept this method of communication by posting this information
onto an electronic website designated by the Borrower and the Facility Agent (the “Designated Website”) if:



 


		(i)	the Facility Agent expressly agrees (after consultation with each of the Lenders) that it will
accept communication of the information by this method;



 


		(ii)	both the Borrower and the Facility Agent are aware of the address of and any relevant password
specifications for the Designated Website; and



 


		(iii)	the information is in a format previously agreed between the Borrower and the Facility Agent.



 


If any Lender does not agree to the
delivery of information electronically then the Facility Agent shall notify the Borrower accordingly and the Borrower shall supply
or make available the information to the Facility Agent with at least one copy in paper form of any information required to be
provided by it.


 


		(b)	The Facility Agent shall supply each Website Lender with the address of and any relevant password
specifications for the Designated Website following designation of that website by the Borrower and the Facility Agent.



 


		(c)	The Borrower shall promptly upon becoming aware of its occurrence notify the Facility Agent if:



 


		(i)	the Designated Website cannot be accessed due to technical failure;



 


		(ii)	the password specifications for the Designated Website change;



 


		(iii)	any new information which is required to be provided under this Agreement is posted onto the Designated
Website;



 


		(iv)	any existing information which has been provided under this Agreement and posted onto the Designated
Website is amended; or



 




    	 	- 53 -	 



     


    

 


		(v)	the Borrower becomes aware that the Designated Website or any information posted onto the Designated
Website is or has been infected by any electronic virus or similar software.



 


If the Borrower notifies the Facility
Agent under paragraph (c)(i) or paragraph (c)(v) above, all information to be provided by the Borrower under this Agreement after
the date of that notice shall be supplied in paper form unless and until the Facility Agent and each Website Lender is satisfied
that the circumstances giving rise to the notification are no longer continuing.


 


		(d)	Any Website Lender may request, through the Facility Agent, one paper copy of any information required
to be provided under this Agreement which is posted onto the Designated Website. The Borrower shall comply with any such request
within ten Business Days.



 


		18.7	“Know your customer” checks 



 


		(a)	If:



 


		(i)	the introduction of or any change in (or in the interpretation, administration or application of)
any law or regulation made after the date of this Agreement;



 


		(ii)	any change in the status of the Borrower after the date of this Agreement; or



 


		(iii)	a proposed assignment or transfer by a Lender of any of its rights and obligations under this Agreement
to a party that is not a Lender prior to such assignment or transfer,



 


obliges the Facility Agent or any Lender
(or, in the case of paragraph (iii) above, any prospective new Lender) to comply with “know your customer” or similar
identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall promptly
upon the request of the Facility Agent or any Lender supply, or procure the supply of, such documentation and other evidence as
is reasonably requested by the Facility Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case
of the event described in paragraph (iii) above, on behalf of any prospective new Lender) in order for the Facility Agent, such
Lender or, in the case of the event described in paragraph (iii) above, any prospective new Lender to carry out and be satisfied
it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations
pursuant to the transactions contemplated in the Finance Documents.


 


		(b)	Each Lender shall promptly upon the request of the Facility Agent supply, or procure the supply
of, such documentation and other evidence as is reasonably requested by the Facility Agent (for itself) in order for the Facility
Agent to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under
all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.



 




    	 	- 54 -	 



     


    

 


		19.	FINANCIAL COVENANTS



 


		19.1	Financial definitions 



 


In this Clause 19:


 


“Consolidated EBIT”
means, in respect of any Relevant Period, the consolidated operating profit of the Group before taxation (excluding the results
from discontinued operations):


 


		(a)	before deducting any Finance Charges;



 


		(b)	not including any accrued interest owing to any member of the Group;



 


		(c)	before taking into account any Exceptional Items;



 


		(d)	after deducting the amount of any profit (or adding back the amount of any loss) of any member
of the Group which is attributable to minority interests;



 


		(e)	plus or minus the Group’s share of the profits or losses (after finance costs and tax) of Non-Group
Entities;



 


		(f)	before taking into account any gain or loss arising from an upward or downward revaluation of any
other asset at any time after 31 December 2016;



 


		(g)	excluding any costs or provisions relating to any share option or similar scheme,



 


in each case, to the extent added,
deducted or taken into account, as the case may be, for the purposes of determining operating profits of the Group before taxation.


 


“Consolidated EBITDA”
means, in respect of any Relevant Period, Consolidated EBIT for that Relevant Period after adding back amounts charged in that
Relevant Period in respect of the amortisation of intangible fixed assets and the depreciation of tangible fixed assets:


 


		(a)	including the Group’s share of the operating profit (and any loss) before taxation (calculated
on the same basis as Consolidated EBIT) of (i) a member of the Group (including for this purpose any Non-Group Entity) or (ii)
attributable to a business or assets acquired during the Relevant Period for that part of the Relevant Period prior to its (A)
becoming a member of the Group or a Non-Group Entity (as applicable) or (B) prior to the acquisition of the business or assets;



 


		(b)	excluding the Group’s share of the operating profit (and any loss) before taxation (calculated
on the same basis as Consolidated EBIT) of (i) a member of the Group (including for this purpose any Non-Group Entity) or (ii)
attributable to any business or assets disposed of during the Relevant Period for that part of the Relevant Period after (A) the
member of the Group or Non-Group Entity (as applicable) or (B) the relevant business assets were sold,



 




    	 	- 55 -	 



     


    

 


provided that, for the
purposes of paragraphs (a) and (b) above such adjustments to the calculation of Consolidated EBITDA are properly reflected in
the financial statements to be delivered pursuant to Clause 18.1 (Financial statements) and provided that paragraphs (a)
and (b) above are to be incorporated into Consolidated EBITA only in respect of the Leverage Ratio set out in Clause 19.2(a) (Financial
condition).


 


“Consolidated Net Finance
Charges” means, in respect of any Relevant Period, consolidated Finance Charges (including any capitalised interest)
and similar items as shown in the financial statements of the Group then most recently delivered under paragraphs (a) or (b) of
Clause 18.1 (Financial statements) (as the case may be) in respect of Indebtedness for Borrowed Money less interest income.


 


“Consolidated Total
Debt” means, in respect of each Relevant Period, the aggregate principal amount (excluding interest) of all obligations
of the Group for or in respect of Indebtedness for Borrowed Money as determined from the financial statements of the Group then
most recently delivered under paragraphs (a) or (b) of Clause 18.1 (Financial statements).


 


“Debt Cover”
means, in respect of any Relevant Period, the ratio of Consolidated Total Debt on the last day of that Relevant Period to Consolidated
EBITDA for that Relevant Period.


 


“Exceptional Items”
means any exceptional, one off, non-recurring or extraordinary items.


 


“Finance Charges”
means any interest, commission, fees, discounts, prepayment fees, premiums or charges and other periodic finance payments in respect
of Indebtedness for Borrowed Money whether paid, payable or capitalised by any member of the Group (calculated on a consolidated
basis) in respect of that Relevant Period:


 


		(a)	excluding any upfront fees or costs;



 


		(b)	including the interest (but not the capital) element of payments in respect of Finance Leases;



 


		(c)	including any periodic finance payments payable by (and deducting any such amounts payable to)
any member of the Group under any interest rate hedging arrangement;



 


		(d)	taking no account of any unrealised gains or losses on any derivative instruments.



 


“Finance Lease”
means any lease or hire purchase contract which would, in accordance with IFRS, be treated as a finance or capital lease.


 


“Indebtedness for Borrowed
Money” means Financial Indebtedness save for any indebtedness for or in respect of paragraph (g) of the definition of
“Financial Indebtedness”.


 




    	 	- 56 -	 



     


    

 


“Interest Cover”
means, in respect of any Relevant Period, the ratio of Consolidated EBITDA for that Relevant Period to Consolidated Net Finance
Charges for that Relevant Period.


 


“Non-Group Entity”
means any investment or entity (which is not itself a member of the Group (including associates and joint ventures)) in which any
member of the Group has an ownership interest.


 


		19.2	Financial condition 



 


The Borrower shall ensure that:


 


		(a)	Leverage Ratio: Debt Cover in respect of any Relevant Period shall not be more than 3.00:1.



 


		(b)	Interest Cover Ratio: Interest Cover for each Relevant Period shall be not less than 4.00:1



 


		19.3	Financial testing 



 


The financial covenants set out
in Clause 19.2 (Financial condition) shall be tested by reference to each of the financial statements and each Compliance
Certificate delivered pursuant to Clause 18.2 (Compliance Certificate).


 


		20.	GENERAL UNDERTAKINGS 



 


The undertakings in this Clause
20 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any
Commitment is in force.


 


		20.1	Authorisations 



 


The Borrower shall promptly:


 


		(a)	obtain, comply with and do all that is necessary to maintain in full force and effect; and



 


		(b)	if requested by the Facility Agent in writing, supply certified copies to the Facility Agent of,



 


any Authorisation required under
any law or regulation of its jurisdiction of incorporation to enable it to perform its obligations under the Finance Documents
and to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of any Finance
Document.


 


		20.2	Compliance with laws 



 


The Borrower shall comply in
all respects with all laws to which it may be subject, if failure so to comply would materially impair its ability to perform its
obligations under the Finance Documents.


 




    	 	- 57 -	 



     


    

 


		20.3	Anti-corruption law and anti-money laundering 



 


		(a)	The Borrower shall not, and shall ensure that no other member of the Group will, directly or indirectly
use the proceeds of any Loan or lend, permit, contribute or otherwise make available such proceeds to any person for any purpose
which would breach the Corruption (Jersey) Law 2006, the United States Foreign Corrupt Practices Act of 1977 or other similar legislation
in other applicable jurisdictions in which the Borrower or other member of the Group operates from time to time.



 


		(b)	The Borrower shall, and shall ensure that each other member of the Group will:



 


		(i)	conduct its businesses in compliance with applicable anti-corruption laws; and



 


		(ii)	maintain policies and procedures designed to promote and achieve compliance with such laws.



 


		(c)	The Borrower shall and shall ensure that all members of the Group will conduct its business in
compliance with applicable financial record keeping and reporting requirements and money laundering statutes and the rules and
regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental
agency.



 


		20.4	Taxation 



 


		(a)	The Borrower shall, and shall ensure that each member of the Group will, pay and discharge all
Taxes imposed upon it or its assets within the time period allowed without incurring penalties unless and only to the extent that
failure to pay such Taxes would not have, or could not be reasonably likely to have, a Material Adverse Effect.



 


		(b)	The Borrower shall not change its residence for Tax purposes.



 


		20.5	Negative pledge 



 


In this Clause 20.5, “Quasi-Security”
means an arrangement or transaction described in paragraph (b) below.


 


		(a)	The Borrower shall not (and shall ensure that no other member of the Group will) create or permit
to subsist any Security over any of its assets.



 


		(b)	The Borrower shall not (and shall ensure that no other member of the Group will):



 


		(i)	sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased
to or re-acquired by the Borrower or any other member of the Group;



 


		(ii)	sell, transfer or otherwise dispose of any of its receivables on recourse terms;



 




    	 	- 58 -	 



     


    

 


		(iii)	enter into any arrangement under which money or the benefit of a bank or other account may be applied,
set-off or made subject to a combination of accounts; or



 


		(iv)	enter into any other preferential arrangement having a similar effect,



 


in circumstances where the arrangement
or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.


 


		(c)	Paragraphs (a) and (b) above do not apply to any Security or (as the case may be) Quasi-Security,
listed below:



 


		(i)	any netting or set-off arrangement entered into by any member of the Group in the ordinary course
of its banking arrangements for the purpose of netting debit and credit balances;



 


		(ii)	any payment or close out netting or set-off arrangement pursuant to any hedging transaction entered
into by a member of the Group for the purpose of:



 


		(A)	hedging any risk to which any member of the Group is exposed in its ordinary course of trading;
or



 


		(B)	its interest rate or currency management operations which are carried out in the ordinary course
of business and for non-speculative purposes only,



 


excluding, in each case, any Security or Quasi-Security
under a credit support arrangement in relation to a hedging transaction;


 


		(iii)	any lien arising by operation of law and in the ordinary course of trading and not as a result
of any default or omission of the Borrower or any member of the Group;



 


		(iv)	any Security or Quasi-Security over or affecting any asset acquired by a member of the Group after
the date of this Agreement if:



 


		(A)	the Security or Quasi-Security was not created in contemplation of the acquisition of that asset
by a member of the Group;



 


		(B)	the principal amount secured has not been increased in contemplation of or since the acquisition
of that asset by a member of the Group; and



 


		(C)	the Security or Quasi-Security is removed or discharged within 6 months of the date of acquisition
of such asset;



 


		(v)	any Security or Quasi-Security over or affecting any asset of any company which becomes a member
of the Group after the date of this Agreement, where the Security or Quasi-Security is created prior to the date on which that
company becomes a member of the Group, if:



 




    	 	- 59 -	 



     


    

 


		(A)	the Security or Quasi-Security was not created in contemplation of the acquisition of that company;



 


		(B)	the principal amount secured has not increased in contemplation of or since the acquisition of
that company; and



 


		(C)	the Security or Quasi-Security is removed or discharged within 6 months of that company becoming
a member of the Group;



 


		(vi)	any Security or Quasi-Security entered into pursuant to any Finance Document;



 


		(vii)	any Security or Quasi-Security arising under any retention of title, hire purchase or conditional
sale arrangement or arrangements having similar effect in respect of goods supplied to a member of the Group in the ordinary course
of trading and on the supplier’s standard or usual terms and not arising as a result of any default or omission by any member
of the Group;



 


		(viii)	any Security or Quasi-Security imposed by a court or tribunal or created pursuant to an order of
attachment, distraint, payment order or injunction restraining disposal of assets or similar legal process arising in connection
with court proceedings, provided that such attachment, distraint, order or injunction does not have or could not reasonably be
expected to have a Material Adverse Effect;



 


		(ix)	any lien or rights of set-off (i) with respect to demand or time deposits arising in the ordinary
course of business with financial institutions or (ii) arising in the normal course of business or (iii) arising by operation of
law;



 


		(x)	any Security or Quasi-Security over goods and/or documents of title to goods arising in the ordinary
course of day-to-day business entered into in the ordinary course of day-to-day business; or



 


		(xi)	any Security or Quasi-Security securing indebtedness the principal amount of which (when aggregated
with the principal amount of any other indebtedness which has the benefit of Security or Quasi-Security given by any member of
the Group other than any permitted under paragraphs (i) to (x) above and with the amount of any Financial Indebtedness incurred,
created or outstanding pursuant to Clause 20.11(b)(ii) (Financial Indebtedness)) does not exceed USD100,000,000 (or its
equivalent in another currency or currencies).



 


		20.6	Disposals 



 


		(a)	The Borrower shall not (and shall ensure that no other member of the Group will), enter into a
single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer
or otherwise dispose of any asset.



 




    	 	- 60 -	 



     


    

 


		(b)	Paragraph (a) above does not apply to any sale, lease, transfer or other disposal:



 


		(i)	made in the ordinary course of business of the disposing entity;



 


		(ii)	of assets in exchange for other assets comparable or superior as to type, value and quality;



 


		(iii)	to another member of the Group;



 


		(iv)	where the higher of the market value or consideration receivable (when aggregated with the higher
of the market value or consideration receivable for any other sale, lease, transfer or other disposal, other than any permitted
under paragraphs (i) to (iii) above) does not exceed an amount equal to gross assets representing 10 per cent. of the gross assets
of the Material Subsidiaries, calculated on a consolidated basis, in any financial year; or



 


		(v)	of obsolete or redundant assets for cash.



 


		20.7	Merger 



 


The Borrower shall not (and shall
ensure that no Material Subsidiary shall) enter into any amalgamation, demerger, merger or corporate reconstruction (excluding
any solvent intra-group mergers or reorganisations provided that, in the case of an intra-group merger (with the Borrower as a
merger party) or reorganisation of the Borrower, the Borrower is the surviving entity) without the prior written consent of the
Majority Lenders.


 


		20.8	Change of business 



 


The Borrower shall procure that
no substantial change is made to the general nature of the business of the Group taken as a whole from that carried on at the date
of this Agreement.


 


		20.9	Loans or credit 



 


		(a)	Except as permitted under paragraph (b) below, the Borrower shall not (and shall ensure that no
other member of the Group will) be a creditor in respect of any Financial Indebtedness.



 


		(b)	Paragraph (a) above does not apply to any loan or credit granted:



 


		(i)	by the Borrower or a member of the Group in favour of the Borrower or other member of the Group,
an Affiliate of the Borrower or any entity which owns a Material Property; and



 


		(ii)	in the ordinary course of business of the Group.



 




    	 	- 61 -	 



     


    

 


		20.10	No guarantees or indemnities 



 


		(a)	Except as permitted under paragraph (b) below, the Borrower shall not (and shall ensure that no
other member of the Group will) incur or allow to remain outstanding any guarantee or indemnity in respect of any obligation of
any person.



 


		(b)	Paragraph (a) does not apply to any guarantee or indemnity incurred:



 


		(i)	by the Borrower or a member of the Group in respect of an obligation of the Borrower, an Affiliate
of the Borrower or any entity which owns a Material Property; and



 


		(ii)	in the ordinary course of business of the Group.



 


		20.11	Financial Indebtedness 



 


		(a)	Except as permitted under paragraph (b) below, the Borrower shall not (and shall ensure that no
other member of the Group will) incur, create or allow to remain outstanding any Financial Indebtedness.



 


		(b)	Paragraph (a) above does not apply to:



 


		(i)	Financial Indebtedness incurred pursuant to Clause 20.9(b) (Loans or credit); or



 


		(ii)	Financial Indebtedness:



 


		(A)	in an amount of not more than USD100,000,000 (or its equivalent) which ranks ahead of, and in priority
to, the Financial Indebtedness arising under this Agreement;



 


		(B)	which ranks pari passu with the Financial Indebtedness arising under this Agreement; or



 


		(C)	not permitted by the preceding paragraphs but which is incurred by the Borrower on terms which
are subordinated to the Finance Parties in a manner satisfactory to the Majority Lenders.



 


		20.12	Insurance 



 


The Borrower shall ensure that
it and each other member of the Group will maintain insurances on and in relation to the Group’s business and assets against
those risks and to the extent as is usual for companies carrying on the same or substantially similar business.


 




    	 	- 62 -	 



     


    

 


		20.13	Access 



 


If an Event of Default is continuing
or the Facility Agent reasonably suspects that an Event of Default is continuing or may occur, the Borrower shall, and shall ensure
that each member of the Group will, (not more than once in any Financial Year unless the Facility Agent reasonably suspects an
Event of Default is continuing or may occur) permit the Facility Agent and/or accountants or other professional advisers and contractors
of the Facility Agent free access at all reasonable times and on reasonable notice at the risk and cost of the Borrower and, if
the Borrower so requires, in the presence of a representative of the Borrower, to (a) the premises, assets, books, accounts and
records of each member of the Group and (b) meet and discuss matters with such members of the senior management of the Group as
the Facility Agent may reasonably request in each case to the extent necessary for the purpose of investigating the Event of Default
concerned (provided that, for the avoidance of doubt, all information obtained as a result of such access shall be subject to the
confidentiality restrictions set out in Clause 24.14 (Confidentiality) and Clause 34 (Confidentiality) and provided
further that, in the event that such investigations as are carried out under this Clause 20.13 do not reveal that an Event of Default
referred to above has occurred, all costs incurred by the Facility Agent and the Lenders in connection with the foregoing shall
be for the account of the Facility Agent and the Lenders only).


 


		20.14	Treasury Transactions 



 


The Borrower shall not (and shall
procure that no other member of the Group will) enter into any Treasury Transaction, other than any interest rate, foreign exchange
rate or gold price hedging entered into in the ordinary course of business and not for speculative purposes.


 


		20.15	Environmental compliance 



 


The Borrower shall, and shall
ensure that each other member of the Group will:


 


		(a)	comply in all material respects with all Environmental Law;



 


		(b)	obtain, maintain and ensure compliance with all requisite Environmental Permits;



 


		(c)	implement procedures to monitor compliance with and to prevent liability under any Environmental
Law,



 


where failure to do so has or is reasonably likely
to have a material and adverse affect on the interests of the Lenders under the Finance Documents.


 


		20.16	Environmental claims 



 


The Borrower shall, promptly
upon becoming aware of the same, inform the Facility Agent in writing of:


 


		(a)	any Environmental Claim against any member of the Group which is current, pending or threatened;
and



 


		(b)	any facts or circumstances which are reasonably likely to result in any Environmental Claim being
commenced or threatened against any member of the Group,



 


where failure to do so has or is reasonably likely
to have a material and adverse affect on the interests of the Lenders under the Finance Documents.


 




    	 	- 63 -	 



     


    

 


		20.17	Sanctions 



 


The Borrower shall (and shall
procure that each member of the Group shall):


 


		(a)	not contribute or otherwise use or make available the proceeds of the Facility, directly or indirectly,
to any person or entity (whether or not related to any member of the Group) for the purpose of financing or facilitating the activities
or business of or with any person or entity targeted under any Sanction or located in a Sanctioned Country in any manner that would
result in a violation of Sanctions by any Finance Party or member of the Group;



 


		(b)	ensure that appropriate controls and safeguards are in place to prevent any proceeds of the Facility
from being used in any manner contrary to paragraph (a) above; and



 


		(c)	not fund all or part of any payment in connection with a Finance Document out of proceeds derived
from business or transactions with a Restricted Party, or from any action which is in breach of any Sanctions,



 


in each case, other than as may
be permitted, licensed or otherwise authorised by the US government, the United Nations, the European Union, the United Kingdom
or the respective Governmental Authorities of any of the foregoing.


 


		21.	EVENTS OF DEFAULT 



 


Each of the events or circumstances
set out in this Clause 21 is an Event of Default (save for Clause 21.16 (Acceleration)).


 


		21.1	Non-payment 



 


The Borrower does not pay on
the due date any amount payable pursuant to a Finance Document at the place and in the currency in which it is expressed to be
payable unless:


 


		(a)	its failure to pay is caused by:



 


		(i)	administrative or technical error; or



 


		(ii)	a Disruption Event; and



 


		(b)	payment is made within five Business Days of its due date.



 


		21.2	Financial covenants 



 


Any requirement of Clause 19
(Financial Covenants) is not satisfied.


 




    	 	- 64 -	 



     


    

 


		21.3	Other obligations 



 


		(a)	The Borrower does not comply with any provision of the Finance Documents (other than those referred
to in Clause 21.1 (Non-payment) and Clause 21.2 (Financial covenants)).



 


		(b)	No Event of Default under paragraph (a) above will occur if the failure to comply is capable of
remedy and is remedied within 15 Business Days of the earlier of:



 


		(i)	the Facility Agent giving notice to the Borrower; and



 


		(ii)	the Borrower becoming aware of the failure to comply.



 


		21.4	Misrepresentation 



 


		(a)	Any representation or statement made or deemed to be made by the Borrower in the Finance Documents
or any other document delivered by or on behalf of the Borrower under or in connection with any Finance Document is or proves to
have been incorrect or misleading in any material respect when made or deemed to be made.



 


		(b)	No Event of Default under paragraph (a) above will occur if the failure to comply is capable of
remedy and is remedied within 15 Business Days of the earlier of:



 


		(i)	the Facility Agent giving notice to the Borrower; and



 


		(ii)	the Borrower becoming aware of the failure to comply.



 


		21.5	Cross default 



 


		(a)	Any Financial Indebtedness of any member of the Group is not paid when due nor within any originally
applicable grace period.



 


		(b)	Any commitment for any Financial Indebtedness of any member of the Group is cancelled or suspended
by a creditor of any member of the Group as a result of an event of default (however described).



 


		(c)	Any creditor of any member of the Group becomes entitled to declare or declares any Financial Indebtedness
of any member of the Group due and payable prior to its specified maturity as a result of an event of default (however described).



 


		(d)	No Event of Default will occur under this Clause 21.5 if the aggregate amount of Financial Indebtedness
or commitment for Financial Indebtedness falling within paragraphs (a) to (c) above is less than USD 25,000,000 (or its equivalent
in any other currency or currencies).



 




    	 	- 65 -	 



     


    

 


		21.6	Insolvency 



 


		(a)	The Borrower or any Material Subsidiary is unable or admits inability to pay its debts as they
fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences
negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness.



 


		(b)	A moratorium is declared in respect of any indebtedness of the Borrower or any Material Subsidiary.



 


		(c)	The Borrower or any Material Subsidiary becomes “bankrupt” within the meaning of Article
8 of the Interpretation (Jersey) Law 1954, as amended.



 


		21.7	Insolvency proceedings 



 


Any corporate action, legal proceedings
or other procedure or step is taken in relation to:


 


		(a)	the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration
or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of the Borrower or any Material Subsidiary
other than a solvent liquidation or reorganisation of any Material Subsidiary;



 


		(b)	a composition, compromise, assignment or arrangement with any creditor of the Borrower or any Material
Subsidiary;



 


		(c)	the appointment of a liquidator, the Viscount of the Royal Court of Jersey (other than in respect
of a solvent liquidation of a Material Subsidiary), receiver, administrative receiver, administrator, compulsory manager or other
similar officer in respect of the Borrower or any Material Subsidiary or any of the assets of the Borrower or any Material Subsidiary;
or



 


		(d)	enforcement of any Security over any assets of the Borrower or any Material Subsidiary having an
aggregate value in excess of USD25,000,000,



 


or any analogous procedure or step is taken in any
jurisdiction.


 


This Clause 21.7 shall not apply
to any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed within (i) 21 days of commencement
in respect of the Borrower or (ii) 45 days of commencement in respect of any Material Subsidiary.


 


		21.8	Creditors’ process 



 


Any expropriation, attachment,
sequestration, distress or execution affects any asset or assets of a member of the Group having an aggregate value of USD 25,000,000
and is not discharged within 45 days.


 




    	 	- 66 -	 



     


    

 


		21.9	Unlawfulness and invalidity 



 


		(a)	It is or becomes unlawful for the Borrower to perform any of its obligations under the Finance
Documents.



 


		(b)	Subject to the Reservations, any material obligation or obligations of the Borrower under any Finance
Documents are not or cease to be legal, valid, binding or enforceable.



 


		(c)	Any Finance Document ceases to be in full force and effect in a manner which is materially adverse
to the interests of the Lenders taken as a whole or is alleged by a party to it (other than a Finance Party) to be ineffective.



 


		21.10	Repudiation 



 


The Borrower repudiates a Finance
Document or evidences an intention to repudiate a Finance Document.


 


		21.11	Cessation of Business 



 


The Group (taken as a whole)
suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its business except as
otherwise permitted by this Agreement.


 


		21.12	Litigation 



 


Any litigation, arbitration,
administrative, governmental, regulatory or other investigations, proceedings or disputes are commenced or threatened in relation
to the Finance Documents or the transactions contemplated in the Finance Documents or against any member of the Group or its assets
which are reasonably likely to be adversely determined and which if so adversely determined have or are reasonably likely to have
a Material Adverse Effect.


 


		21.13	Expropriation 



 


The authority or ability of any
Material Subsidiary which conducts all or substantially all of its business in Mali to conduct its business is limited by any seizure,
expropriation, nationalisation, intervention, restriction or other action by or on behalf of any governmental, regulatory or other
authority having jurisdiction in Mali in a way which has or is reasonably likely to have a material adverse effect on the ability
of the Borrower to meet is payment obligations under any of the Finance Documents taking into account the freely available resources
of other members of the Group.


 


		21.14	Convertibility/Transferability 



 


Any foreign exchange law is amended,
enacted or introduced in Mali that has or is reasonably likely to have the effect of prohibiting, or restricting or delaying in
any respect any payment that the Borrower is required to make pursuant to the terms of any of the Finance Documents taking into
account the freely available resources of other members of the Group provided that such prohibition, restriction
or delay in any respect of any payment has, or is reasonably likely to have, a Material Adverse Effect.


 




    	 	- 67 -	 



     


    

 


		21.15	Material adverse change 



 


Any event or circumstance occurs
which has or is reasonably likely to have a Material Adverse Effect.


 


		21.16	Acceleration 



 


On and at any time after the
occurrence of an Event of Default which is continuing the Facility Agent may, and shall if so directed by the Majority Lenders,
by notice to the Borrower:


 


		(a)	cancel the Total Commitments whereupon they shall immediately be cancelled;



 


		(b)	declare that all or part of the Loans, together with accrued interest, and all other amounts accrued
or outstanding under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable;
and/or



 


		(c)	declare that all or part of the Loans be payable on demand, whereupon they shall immediately become
payable on demand by the Facility Agent on the instructions of the Majority Lenders.



 




    	 	- 68 -	 



     


    

 


SECTION 9


CHANGES TO PARTIES


 


		22.	CHANGES TO THE LENDERS



 


		22.1	Assignments and transfers by the Lenders 



 


Subject to this Clause 22, a
Lender (the “Existing Lender”) may:


 


		(a)	assign any of its rights; or



 


		(b)	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
purpose of making, purchasing or investing in loans, securities or other financial assets (the “New Lender”).


 


		22.2	Conditions of assignment or transfer 



 


		(a)	The consent of the Borrower is required for an assignment or transfer by an Existing Lender, unless
the assignment or transfer is:



 


		(i)	to another Lender or an Affiliate of a Lender; or



 


		(ii)	made at a time when an Event of Default is continuing.



 


		(b)	The consent of the Borrower to an assignment or transfer must not be unreasonably withheld or delayed.
The Borrower 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 Borrower within that time.



 


		(c)	An assignment will only be effective on:



 


		(i)	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 as it would have been under if it was an Original Lender; and



 


		(ii)	performance by the Facility 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 Facility
Agent shall promptly notify to the Existing Lender and the New Lender.



 


		(d)	A transfer will only be effective if the procedure set out in Clause 22.5 (Procedure for transfer)
is complied with.



 




    	 	- 69 -	 



     


    

 


		(e)	If:



 


		(i)	a Lender assigns or 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, transfer or change occurs, 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),



 


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, transfer or change had not occurred. This
paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of
the Facility.


 


		(f)	Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, 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 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.



 


		22.3	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 USD 3,500.


 


		22.4	Limitation of responsibility of Existing Lenders 



 


		(a)	Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty
and assumes no responsibility to a New Lender for:



 


		(i)	the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any
other documents;



 


		(ii)	the financial condition of the Borrower;



 


		(iii)	the performance and observance by the Borrower of its obligations under the Finance Documents or
any other documents; or



 


		(iv)	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.


 




    	 	- 70 -	 



     


    

 


		(b)	Each New Lender confirms to the Existing Lender and the other Finance Parties that it:



 


		(i)	has made (and shall continue to make) its own independent investigation and assessment of the financial
condition and affairs of the Borrower 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



 


		(ii)	will continue to make its own independent appraisal of the creditworthiness of the Borrower and
its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.



 


		(c)	Nothing in any Finance Document obliges an Existing Lender to:



 


		(i)	accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned
or transferred under this Clause 22; or



 


		(ii)	support any losses directly or indirectly incurred by the New Lender by reason of the non-performance
by the Borrower of its obligations under the Finance Documents or otherwise.



 


		22.5	Procedure for transfer 



 


		(a)	Subject to the conditions set out in Clause 22.2 (Conditions of assignment or transfer)
a transfer is effected in accordance with paragraph (c) 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 paragraph (b) 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 Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.



 


		(b)	The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the
Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or
other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.



 


		(c)	Subject to Clause 22.9 (Pro rata interest settlement), on the Transfer Date:



 


		(i)	to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation
its rights and obligations under the Finance Documents the Borrower 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”);



 


		(ii)	the Borrower 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 the Borrower and the New Lender have
assumed and/or acquired the same in place of the Borrower and the Existing Lender;



 




    	 	- 71 -	 



     


    

 


		(iii)	the Facility Agent, the Arrangers, the New Lender and other Lenders shall acquire the same rights
and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original
Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility
Agent, the Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Documents;
and



 


		(iv)	the New Lender shall become a Party as a “Lender”.



 


		22.6	Procedure for assignment 



 


		(a)	Subject to the conditions set out in Clause 22.2 (Conditions of assignment or transfer)
an assignment may be effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed
Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph
(b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face
to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment
Agreement.



 


		(b)	The Facility Agent shall only be obliged to execute an Assignment Agreement delivered to it by
the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer”
or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender.



 


		(c)	Subject to Clause 22.9 (Pro rata interest settlement), on the Transfer Date:



 


		(i)	the Existing Lender will assign absolutely to the New Lender the rights under the Finance Documents
expressed to be the subject of the assignment in the Assignment Agreement;



 


		(ii)	the Existing Lender will be released by the Borrower and the other Finance Parties from the obligations
owed by it (the “Relevant Obligations”) and expressed to be the subject of the release in the Assignment Agreement;
and



 


		(iii)	the New Lender shall become a Party as a “Lender” and will be bound by obligations
equivalent to the Relevant Obligations.



 


		(d)	Lenders may utilise procedures other than those set out in this Clause 22.6 to assign their
                                                               rights under the Finance Documents (but not, without the consent of the Borrower or unless in accordance with Clause 22.5
                                                               (Procedure for transfer), to obtain a release by the Borrower from the obligations owed to the Borrower by the Lenders
                                                               nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in
                                                               Clause 22.2 (Conditions of assignment
or transfer).






 




    	 	- 72 -	 



     


    

 


		22.7	Copy of Transfer Certificate, Assignment Agreement or Increase Confirmation to Borrower 



 


The Facility Agent shall, as
soon as reasonably practicable after it has executed a Transfer Certificate, an Assignment Agreement or Increase Confirmation,
send to the Borrower a copy of that Transfer Certificate, Assignment Agreement or Increase Confirmation.


 


		22.8	Security over Lenders’ rights 



 


In addition to the other rights
provided to Lenders under this Clause 22, each Lender may without consulting with or obtaining consent from the Borrower, at any
time charge, assign or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its rights
under any Finance Document to secure obligations of that Lender including, without limitation:


 


		(a)	any charge, assignment or other Security to secure obligations to a federal reserve or central
bank; and



 


		(b)	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, assignment or Security
shall:


 


		(i)	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



 


		(ii)	require any payments to be made by the Borrower other than or in excess of, 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.



 


		22.9	Pro rata interest settlement 



 


If the Facility Agent has notified
the Lenders that it is able to distribute interest payments on a “pro rata basis” to Existing Lenders and New Lenders
then (in respect of any transfer pursuant to Clause 22.5 (Procedure for transfer) or any assignment pursuant to Clause 22.6
(Procedure for assignment) the Transfer Date of which, in each case, is after the date of such notification and is not on
the last day of an Interest Period):


 


		(a)	any interest or fees in respect of the relevant participation which are expressed to accrue by
reference to the lapse of time shall continue to accrue in favour of the Existing Lender up to but excluding the Transfer Date
(“Accrued Amounts”) and shall become due and payable to the Existing Lender (without further interest accruing
on them) on the last day of the current Interest Period (or, if the Interest Period is longer than six Months, on the next of the
dates which falls at six Monthly intervals after the first day of that Interest Period); and



 




    	 	- 73 -	 



     


    

 


		(b)	the rights assigned or transferred by the Existing Lender will not include the right to the Accrued
Amounts, so that, for the avoidance of doubt:



 


		(i)	when the Accrued Amounts become payable, those Accrued Amounts will be payable to the Existing
Lender; and



 


		(ii)	the amount payable to the New Lender on that date will be the amount which would, but for the application
of this Clause 22.9, have been payable to it on that date, but after deduction of the Accrued Amounts.



 


		(c)	In this Clause 22.9 references to “Interest Period” shall be construed to include a
reference to any other period for accrual of fees.



 


		23.	CHANGES TO THE BORROWER 



 


The Borrower may not assign any
of its rights or transfer any of its rights or obligations under the Finance Documents.


 




    	 	- 74 -	 



     


    

 


SECTION 10


THE FINANCE PARTIES


 


		24.	ROLE OF THE FACILITY AGENT AND THE ARRANGERS



 


		24.1	Appointment of the Facility Agent 



 


		(a)	Each other Finance Party appoints the Facility Agent to act as its Facility Agent under and in
connection with the Finance Documents.



 


		(b)	Each other Finance Party authorises the Facility Agent to perform the duties, obligations and responsibilities
and to exercise the rights, powers, authorities and discretions specifically given to the Facility Agent under or in connection
with the Finance Documents together with any other incidental rights, powers, authorities and discretions.



 


		24.2	Duties of the Facility Agent 



 


		(a)	Subject to paragraph (b) below, the Facility Agent shall promptly forward to a Party the original
or a copy of any document which is delivered to the Facility Agent for that Party by any other Party.



 


		(b)	Without prejudice to Clause 22.7 (Copy of Transfer Certificate, Assignment Agreement or Increase
Confirmation to Borrower), paragraph (a) above shall not apply to any Transfer Certificate, any Assignment Agreement or any
Increase Confirmation.



 


		(c)	Except where a Finance Document specifically provides otherwise, the Facility Agent is not obliged
to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.



 


		(d)	If the Facility Agent receives notice from a Party referring to this Agreement, describing a Default
and stating that the circumstance described is a Default, it shall promptly notify the Finance Parties.



 


		(e)	If the Facility Agent is aware of the non-payment of any principal, interest, commitment fee or
other fee payable to a Finance Party (other than the Facility Agent or the Arrangers) under this Agreement it shall promptly notify
the other Finance Parties.



 


		(f)	The Facility Agent’s duties under the Finance Documents are solely mechanical and administrative
in nature.



 


		(g)	The Facility Agent shall have only those duties, obligations and responsibilities expressly specified
in the Finance Documents to which it is expressed to be a party (and no others shall be implied).



 


		24.3	Role of the Arrangers 



 


Except as specifically provided
in the Finance Documents, the Arrangers have no obligations of any kind to any other Party under or in connection with any Finance
Document.


 




    	 	- 75 -	 



     


    

 


		24.4	No fiduciary duties 



 


		(a)	Nothing in any Finance Document constitutes the Facility Agent or the Arrangers as a trustee or
fiduciary of any other person.



 


		(b)	Neither the Facility Agent nor the Arrangers shall be bound to account to any Lender for any sum
or the profit element of any sum received by it for its own account.



 


		24.5	Business with the Group 



 


		(a)	The Facility Agent and the Arrangers may accept deposits from, lend money to and generally engage
in any kind of banking or other business with any member of the Group.



 


		(b)	The Facility Agent shall be entitled to deal with money paid to it by any person for the purposes
of this Agreement in the same manner as any other money paid to a bank or banker by its customers except that it shall not be liable
to account to any person for any interest or other amounts in respect of the money.



 


		24.6	Rights and discretions of the Facility Agent 



 


		(a)	The Facility Agent may:



 


		(i)	rely on any representation, communication, notice or document believed by it to be genuine, correct
and appropriately authorised;



 


		(ii)	assume that:



 


		(A)	any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders
are duly given in accordance with the terms of the Finance Documents; and



 


		(B)	unless it has received notice of revocation, that those instructions have not been revoked; and



 


		(iii)	rely on a certificate from any person:



 


		(A)	as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge
of that person; or



 


		(B)	to the effect that such person approves of any particular dealing, transaction, step, action or
thing,



 


as sufficient evidence that that
is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.


 




    	 	- 76 -	 



     


    

 


		(b)	The Facility Agent may assume (unless it has received notice to the contrary in its capacity as
agent for the Lenders) that:



 


		(i)	no Default has occurred (unless it has actual knowledge of a Default arising under Clause 21.1
(Non-payment));



 


		(ii)	any right, power, authority or discretion vested in any Party or any group of Lenders has not been
exercised; and



 


		(iii)	any notice or request made by the Borrower (other than a Utilisation Request) is made on behalf
of and with the consent and knowledge of the Borrower.



 


		(c)	The Facility Agent may engage and pay for the advice or services of any lawyers, accountants, tax
advisers, surveyors or other professional advisers or experts.



 


		(d)	Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Facility
Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Facility Agent (and so
separate from any lawyers instructed by the Lenders) if the Facility Agent in its reasonable opinion deems this to be necessary.



 


		(e)	The Facility Agent may rely on the advice or services of any lawyers, accountants, tax advisers,
surveyors or other professional advisers or experts (whether obtained by the Facility Agent or by any other Party) and shall not
be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result
of its so relying.



 


		(f)	The Facility Agent may act in relation to the Finance Documents through its officers, employees
and agents.



 


		(g)	Unless a Finance Document expressly provides otherwise, the Facility Agent may disclose to any
other Party any information it reasonably believes it has received as Facility Agent under this Agreement.



 


		(h)	Without prejudice to the generality of paragraph (g) above, the Facility Agent:



 


		(i)	may disclose; and



 


		(ii)	on the written request of the Borrower or the Majority Lenders shall, as soon as reasonably practicable,
disclose,



 


the identity of a Defaulting Lender to the Borrower
and to the other Finance Parties.


 


		(i)	Notwithstanding any provision of any Finance Document to the contrary, the Facility Agent is not
obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations
or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment
of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.



 




    	 	- 77 -	 



     


    

 


		(j)	Notwithstanding any other provision of any Finance Document to the contrary, the Arrangers are
not obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation
or a breach of a fiduciary duty or duty of confidentiality.



 


		(k)	Notwithstanding any other provision of any Finance Document to the contrary, the Facility Agent
is not obliged to do or omit to do anything:



 


		(i)	if it would, or might in its reasonable opinion, constitute a breach of any law or regulation or
a breach of a fiduciary duty or duty of confidentiality; and/or



 


		(ii)	in circumstances where the Borrower is in breach of any representation given in Clause 17.16 (Sanctions)
and/or is in breach of any undertaking given in Clause 20.17 (Sanctions), and it is prohibited by law or regulation for
the Facility Agent to notify the Lenders of such breach; and



 


under no circumstance shall the Facility Agent be liable
for any such failure to act or omission.


 


		(l)	The Facility Agent is authorised by the Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority. Nothing in this Agreement shall require the Facility Agent to carry
on an activity of the kind specified by any provision of Part II (other than article 5 (Accepting deposits)) of the Financial
Services and Markets Act 2000 (Regulated Activities) Order 2001 or to lend money to the Borrower in its capacity as Facility Agent.



 


		(m)	The fees, commission and expenses payable to the Facility Agent for services rendered and the performance
of its obligations under this Agreement shall not be abated by any remuneration or other amounts or profits received by the Facility
Agent (or any of its associates) in connection with any transaction entered into, or effected, by the Facility Agent with or for
the Lenders or the Borrower.



 


		24.7	Majority Lenders’ instructions 



 


		(a)	The Facility Agent shall:



 


		(i)	unless a contrary indication appears in a Finance Document, exercise or refrain from exercising
any right, power, authority or discretion vested in it as Facility Agent in accordance with any instructions given to it by:



 


		(A)	all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and



 


		(B)	in all other cases, the Majority Lenders; and



 


		(ii)	not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance
with paragraph (i) above.



 




    	 	- 78 -	 



     


    

 


		(b)	The Facility Agent shall be entitled to request instructions, or clarification of any instruction,
from the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Lender or group
of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising
any right, power, authority or discretion. The Facility Agent may refrain from acting unless and until it receives any such instructions
or clarification that it has requested.



 


		(c)	Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders
under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the
Facility Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding
on all the Finance Parties.



 


		(d)	The Facility Agent may refrain from acting in accordance with any instructions of any Lender or
group of Lenders until it has received any indemnification and/or security as it may in its discretion require (which may be greater
in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability
(together with any associated VAT) which it may incur in complying with the instructions.



 


		(e)	In the absence of instructions, the Facility Agent may act (or refrain from taking action) as it
considers to be in the best interest of the Lenders.



 


		(f)	The Facility Agent is not authorised to act on behalf of a Lender (without first obtaining that
Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document.



 


		24.8	Responsibility for documentation 



 


Neither the Facility Agent nor
any Arranger is responsible or liable for:


 


		(a)	the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied
by the Facility Agent, the Arrangers, the Borrower or any other person given in or in connection with any Finance Document or the
Information Memorandum or the transactions contemplated in the Finance Documents or any other agreement, arrangement or document
entered into, made or executed in anticipation of, under or in connection with any Finance Document;



 


		(b)	the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any
other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance
Document; or



 


		(c)	any determination as to whether any information provided or to be provided to any Finance Party
is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing
or otherwise.



 




    	 	- 79 -	 



     


    

 


		24.9	No duty to monitor 



 


The Facility Agent shall not
be bound to enquire:


 


		(a)	whether or not any Default has occurred;



 


		(b)	as to the performance, default or any breach by any Party of its obligations under any Finance
Document; or



 


		(c)	whether any other event specified in any Finance Document has occurred.



 


		24.10	Exclusion of liability 



 


		(a)	Without limiting paragraph (b) below (and without prejudice to the provisions of paragraph (e)
of Clause 27.11 (Disruption to Payment Systems etc.), the Facility Agent will not be liable (including, without limitation,
for negligence or any other category of liability whatsoever) for:



 


		(i)	any action taken by it under or in connection with any Finance Document, or for any damages, costs
or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action
under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct;



 


		(ii)	exercising, or not exercising, any right, power, authority or discretion given to it by, or in
connection with, any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation
of, under or in connection with, any Finance Document; or



 


		(iii)	without prejudice to the generality of paragraphs (i) and (ii) above, any damages, costs or losses
to any person, any diminution in value or any liability whatsoever arising as a result of:



 


		(A)	any act, event or circumstance not reasonably within its control; or



 


		(B)	the general risks of investment in, or the holding of assets in, any jurisdiction,



 


including (in each case and without
limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation
or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the
execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure or malfunction
of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism,
insurrection or revolution; or strikes or industrial action.


 




    	 	- 80 -	 



     


    

 


		(b)	No Party (other than the Facility Agent) may take any proceedings against any officer, employee
or agent of the Facility Agent in respect of any claim it might have against the Facility Agent or in respect of any act or omission
of any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent of the Facility
Agent may rely on this Clause subject to Clause 1.4 (Third Party Rights) and the provisions of the Third Parties Act.



 


		(c)	The Facility Agent will not be liable for any delay (or any related consequences) in crediting
an account with an amount required under the Finance Documents to be paid by the Facility Agent if the Facility Agent has taken
all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised
clearing or settlement system used by the Facility Agent for that purpose.



 


		(d)	Nothing in this Agreement shall oblige the Facility Agent or the Arrangers to carry out:



 


		(i)	any “know your customer” or other checks in relation to any person; or



 


		(ii)	any check on the extent to which any transaction contemplated by this Agreement might be unlawful
for any Lender or for any Affiliate of any Lender,



 


on behalf of any Lender and each
Lender confirms to the Facility Agent and the Arrangers that it is solely responsible for any such checks it is required to carry
out and that it may not rely on any statement in relation to such checks made by the Facility Agent or the Arrangers.


 


		(e)	Without prejudice to any provision of any Finance Document excluding or limiting the Facility Agent’s
liability, any liability of the Facility Agent arising under or in connection with any Finance Document shall be limited to the
amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date
of default of the Facility Agent or, if later, the date on which the loss arises as a result of such default) but without reference
to any special conditions or circumstances known to the Facility Agent at any time which increase the amount of that loss. In no
event shall the Facility Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving,
or for special, punitive, indirect or consequential damages, whether or not the Facility Agent has been advised of the possibility
of such loss or damages



 


		24.11	Lenders’ indemnity to the Facility Agent 



 


		(a)	Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments
are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Facility Agent,
within three Business Days of demand, against any cost, loss or liability (including, without limitation, for negligence or any
other category of liability whatsoever) incurred by the Facility Agent (otherwise than by reason of the Facility Agent’s
gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 27.11 (Disruption
to Payment Systems etc.) notwithstanding the Facility Agent’s negligence, gross negligence or any other category of liability
whatsoever but not including any claim based on the fraud of the Facility Agent) in acting as Facility Agent under the Finance
Documents (unless the Facility Agent has been reimbursed by the Borrower pursuant to a Finance Document).



 




    	 	- 81 -	 



     


    

 


		(b)	Subject to paragraph (c) below, the Borrower shall immediately on demand reimburse any Lender for
any payment that Lender makes to the Facility Agent pursuant to paragraph (a) above.



 


		(c)	Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of which
the Lender claims reimbursement relates to a liability of the Facility Agent to the Borrower.



 


		(d)	The indemnity given by each Lender under or in connection with this Clause is a continuing obligation,
independent of the other obligations of the Lenders under or in connection with this Agreement or any other document and survives
after this Agreement is terminated. It is not necessary for a person to pay an amount or incur any expense before enforcing an
indemnity under or in connection with this Agreement or any other document.



 


		24.12	Resignation of the Facility Agent 



 


		(a)	The Facility Agent may resign and appoint one of its Affiliates acting through an office in the
United Kingdom as successor by giving notice to the other Finance Parties and the Borrower.



 


		(b)	Alternatively the Facility Agent may resign by giving 30 days’ notice to the other Finance
Parties and the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint a successor Facility
Agent.



 


		(c)	If the Majority Lenders have not appointed a successor Facility Agent in accordance with paragraph
(b) above within 20 days after notice of resignation was given, the retiring Facility Agent (after consultation with the Borrower)
may appoint a successor Facility Agent (acting through an office in the United Kingdom).



 


		(d)	If the Facility Agent wishes to resign because (acting reasonably) it has concluded that it is
no longer appropriate for it to remain as Facility Agent and the Facility Agent is entitled to appoint a successor Facility Agent
under paragraph (c) above, the Facility Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to
persuade the proposed successor Facility Agent to become a party to this Agreement as Facility Agent) agree with the proposed successor
Facility Agent amendments to this Clause 24 and any other term of this Agreement dealing with the rights or obligations of the
Facility Agent consistent with then current market practice for the appointment and protection of corporate trustees together with
any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Facility Agent’s
normal fee rates and those amendments will bind the Parties.



 




    	 	- 82 -	 



     


    

 


		(e)	The retiring Facility Agent shall, at its own cost, make available to the successor Facility Agent
such documents and records and provide such assistance as the successor Facility Agent may reasonably request for the purposes
of performing its functions as Facility Agent under the Finance Documents.



 


		(f)	The Facility Agent’s resignation notice shall only take effect upon the appointment of a
successor.



 


		(g)	Upon the appointment of a successor, the retiring Facility Agent shall be discharged from any further
obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled
to the benefit of this Clause 24. Any successor and each of the other Parties shall have the same rights and obligations amongst
themselves as they would have had if such successor had been an original Party.



 


		(h)	After consultation with the Borrower, the Majority Lenders may, by notice to the Facility Agent,
require it to resign in accordance with paragraph (b) above. In this event, the Facility Agent shall resign in accordance with
paragraph (b) above.



 


		(i)	The Facility Agent shall resign in accordance with paragraph (b) above if on or after the date
which is three months before the earliest FATCA Application Date relating to any payment to the Facility Agent under the Finance
Documents, either:



 


		(i)	the Facility Agent fails to respond to a request under Clause 12.7 (FATCA Information) and
the Borrower or a Lender reasonably believes that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party
on or after that FATCA Application Date;



 


		(ii)	the information supplied by the Facility Agent pursuant to Clause 12.7 (FATCA Information)
indicates that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application
Date; or



 


		(iii)	the Facility Agent notifies the Borrower and the Lenders that the Facility Agent will not be (or
will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;



 


and (in each case) the Borrower
or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Facility
Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Facility Agent, requires it to resign.


 


		24.13	Replacement of the Facility Agent 



 


		(a)	After consultation with the Borrower, the Majority Lenders may, by giving 30 days’ notice
to the Facility Agent (or, at any time the Facility Agent is an Impaired Agent, by giving any shorter notice determined by the
Majority Lenders) replace the Facility Agent by appointing a successor Facility Agent (acting through an office in the United Kingdom).



 




    	 	- 83 -	 



     


    

 


		(b)	The retiring Facility Agent shall (at its own cost if it is an Impaired Agent and otherwise at
the expense of the Lenders) make available to the successor Facility Agent such documents and records and provide such assistance
as the successor Facility Agent may reasonably request for the purposes of performing its functions as Facility Agent under the
Finance Documents.



 


		(c)	The appointment of the successor Facility Agent shall take effect on the date specified in the
notice from the Majority Lenders to the retiring Facility Agent. As from this date, the retiring Facility Agent shall be discharged
from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (b) above) but shall
remain entitled to the benefit of Clause 14.3 (Indemnity to the Facility Agent) and this Clause 24 (and any agency fees
for the account of the retiring Facility Agent shall cease to accrue from (and shall be payable on) that date).



 


		(d)	Any successor Facility Agent and each of the other Parties shall have the same rights and obligations
amongst themselves as they would have had if such successor had been an original Party.



 


		24.14	Confidentiality 



 


		(a)	In acting as Facility Agent for the Finance Parties, the Facility Agent shall be regarded as acting
through its agency division which shall be treated as a separate entity from any other of its divisions or departments.



 


		(b)	If information is received by another division or department of the Facility Agent, it may be treated
as confidential to that division or department and the Facility Agent shall not be deemed to have notice of it.



 


		24.15	Relationship with the Lenders 



 


		(a)	Subject to Clause 22.9 (Pro rata interest settlement), the Facility Agent may treat the
person shown in its records as Lender at the opening of business (in the place of the Facility Agent’s principal office as
notified to the Finance Parties from time to time) as the Lender acting through its Facility Office:



 


		(i)	entitled to or liable for any payment due under any Finance Document on that day; and



 


		(ii)	entitled to receive and act upon any notice, request, document or communication or make any decision
or determination under any Finance Document made or delivered on that day,



 


unless it has received not less than five Business Days’
prior notice from that Lender to the contrary in accordance with the terms of this Agreement.


 




    	 	- 84 -	 



     


    

 


		(b)	Any Lender may by notice to the Facility Agent appoint a person to receive on its behalf all notices,
communications, information and documents to be made or despatched to that Lender under the Finance Documents. Such notice shall
contain the address, fax number and (where communication by electronic mail or other electronic means is permitted under Clause
29.6 (Electronic communication)) electronic mail address and/or any other information required to enable the transmission
of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be
made) and be treated as a notification of a substitute address, fax number, electronic mail address (or such other information),
department and officer by that Lender for the purposes of Clause 29.2 (Addresses) and paragraph (a)(ii) of Clause 29.6 (Electronic
communication) and the Facility Agent shall be entitled to treat such person as the person entitled to receive all such notices,
communications, information and documents as though that person were that Lender.



 


		24.16	Credit appraisal by the Lenders 



 


Without affecting the responsibility
of the Borrower for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms to
the Facility Agent and the Arrangers that it has been, and will continue to be, solely responsible for making its own independent
appraisal and investigation of all risks arising under or in connection with any Finance Document including but not limited to:


 


		(a)	the financial condition, status and nature of each member of the Group;



 


		(b)	the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and any
other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance
Document;



 


		(c)	whether that Lender has recourse, and the nature and extent of that recourse, against any Party
or any of its respective assets under or in connection with any Finance Document, the transactions contemplated by the Finance
Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection
with any Finance Document; and



 


		(d)	the adequacy, accuracy and/or completeness of the Information Memorandum and any other information
provided by the Facility Agent, any Party or by any other person under or in connection with any Finance Document, the transactions
contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation
of, under or in connection with any Finance Document.



 


		24.17	Deduction from amounts payable by the Facility Agent 



 


If any Party owes an amount to
the Facility Agent under the Finance Documents the Facility Agent may, after giving notice to that Party, deduct an amount not
exceeding that amount from any payment to that Party which the Facility Agent would otherwise be obliged to make under the Finance
Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents
that Party shall be regarded as having received any amount so deducted.


 




    	 	- 85 -	 



     


    

 


		24.18	Role of Reference Banks 



 


		(a)	No Reference Bank is under any obligation to provide a quotation or any other information to the
Facility Agent.



 


		(b)	No Reference Bank will be liable for any action taken by it under or in connection with any Finance
Document, or for any Reference Bank Quotation, unless directly caused by its gross negligence or wilful misconduct.



 


		(c)	No Party (other than the relevant Reference Bank) may take any proceedings against any officer,
employee or agent of any Reference Bank in respect of any claim it might have against that Reference Bank or in respect of any
act or omission of any kind by that officer, employee or agent in relation to any Finance Document, or to any Reference Bank Quotation,
and any officer, employee or agent of each Reference Bank may rely on this Clause 24.18 subject to Clause 1.4 (Third party rights)
and the provisions of the Third Parties Act.



 


		24.19	Third party Reference Banks 



 


A Reference Bank which is not
a Party may rely on Clause 24.18 (Role of Reference Banks), paragraph (b) of Clause 33.2 (Other exceptions) and Clause
35 (Confidentiality of Funding Rates and Reference Bank Quotations), subject to Clause 1.4 (Third party rights) and
the provisions of the Third Parties Act.


 


		24.20	Relevant Requirements 



 


		(a)	In connection with HSBC Group’s commitment to comply with all applicable sanctions regimes,
the Facility Agent and any affiliate or subsidiary of HSBC Holdings plc may take any action in its sole and absolute discretion
that it considers appropriate to comply with any law, regulation, binding request of a public or regulatory authority or any agreement
between any member of the HSBC Group and any government authority that relates to the prevention of fraud, money laundering, terrorism,
tax evasion, evasion of economic or trade sanctions or other criminal activities (collectively the “Relevant Requirements”).
Such action may include, but is not limited to:



 


		(i)	screening, intercepting and investigating any transaction, instruction or communication, including
the source of, or intended recipient of, funds;



 


		(ii)	delaying or preventing the processing of instructions or transactions or the Facility Agent’s
performance of its obligations under this Agreement;



 


		(iii)	the blocking of any payment; or



 


		(iv)	requiring the Borrower to enter into a financial crime compliance representations letter from time
to time in a form and substance acceptable to the HSBC Group.



 




    	 	- 86 -	 



     


    

 


Where possible and permitted by
law, the Facility Agent will use all reasonable endeavours to notify the relevant party of the existence of such circumstances.
To the extent permissible by law, neither the Facility Agent nor any member of the HSBC Group will be liable for loss (whether
direct or consequential and including, without limitation, loss of profit or interest) or damage suffered by any party arising
out of, or caused in whole or in part by, any actions that are taken by the Facility Agent or any other member of the HSBC Group
to comply with any Relevant Requirement unless such loss or damage arises as a result of any gross negligence or wilful misconduct
on the part of the Facility Agent or any other member of the HSBC Group.


 


In this Clause 24.20, “HSBC
Group” means HSBC Holdings plc together with its subsidiary undertakings from time to time.


 


This Clause 24.20 shall only apply
if HSBC Bank plc or any of its Affiliates is the Facility Agent.


 


		25.	CONDUCT OF BUSINESS BY THE FINANCE PARTIES 



 


No provision of this Agreement
will:


 


		(a)	interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever
manner it thinks fit;



 


		(b)	oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available
to it or the extent, order and manner of any claim; or



 


		(c)	oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise)
or any computations in respect of Tax.



 


		26.	SHARING AMONG THE FINANCE PARTIES 



 


		26.1	Payments to Finance Parties 



 


		(a)	If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount
from the Borrower other than in accordance with Clause 27 (Payment Mechanics) (a “Recovered Amount”)
and applies that amount to a payment due under the Finance Documents then:



 


		(i)	the Recovering Finance Party shall, within three Business Days, notify details of the receipt or
recovery to the Facility Agent;



 


		(ii)	the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the
Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed
in accordance with Clause 27 (Payment Mechanics), without taking account of any Tax which would be imposed on the Facility
Agent in relation to the receipt, recovery or distribution; and



 


		(iii)	the Recovering Finance Party shall, within three Business Days of demand by the Facility Agent,
pay to the Facility Agent an amount (the “Sharing Payment”)
equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance
Party as its share of any payment to be made, in accordance with Clause 27.6 (Partial payments).






 




    	 	- 87 -	 



     


    

 


		26.2	Redistribution of payments 



 


The Facility Agent shall treat
the Sharing Payment as if it had been paid by the Borrower and distribute it between the Finance Parties (other than the Recovering
Finance Party) (the “Sharing Finance Parties”) in accordance with Clause 27.6 (Partial payments) towards
the obligations of the Borrower to the Sharing Finance Parties.


 


		26.3	Recovering Finance Party’s rights 



 


On a distribution by the Facility
Agent under Clause 26.2 (Redistribution of payments) of a payment received by a Recovering Finance Party from the Borrower,
as between the Borrower and the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment will be
treated as not having been paid by the Borrower.


 


		26.4	Reversal of redistribution 



 


If any part of the Sharing Payment
received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:


 


		(a)	each Sharing Finance Party shall, upon request of the Facility Agent, pay to the Facility Agent
for the account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together
with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment
which that Recovering Finance Party is required to pay) (the “Redistributed Amount”); and



 


		(b)	as between the Borrower and each relevant Sharing Finance Party, an amount equal to the relevant
Redistributed Amount will be treated as not having been paid by the Borrower.



 


		26.5	Exceptions 



 


		(a)	This Clause 26 shall not apply to the extent that the Recovering Finance Party would not, after
making any payment pursuant to this Clause, have a valid and enforceable claim against the Borrower.



 


		(b)	A Recovering Finance Party is not obliged to share with any other Finance Party any amount which
the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:



 


		(i)	it notified that other Finance Party of the legal or arbitration proceedings; and



 


		(ii)	that other Finance Party had an opportunity to participate in those legal or arbitration proceedings
but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.



 




    	 	- 88 -	 



     


    

 


SECTION 11


ADMINISTRATION


 


		27.	PAYMENT MECHANICS



 


		27.1	Payments to the Facility Agent 



 


		(a)	On each date on which the Borrower or a Lender is required to make a payment under a Finance Document,
the Borrower or Lender shall make the same available to the Facility Agent (unless a contrary indication appears in a Finance Document)
for value on the due date at the time and in such funds specified by the Facility Agent as being customary at the time for settlement
of transactions in the relevant currency in the place of payment.



 


		(b)	Payment shall be made to such account in the principal financial centre of the country of that
currency and with such bank as the Facility Agent, in each case, specifies.



 


		27.2	Distributions by the Facility Agent 



 


Each payment received by the
Facility Agent under the Finance Documents for another Party shall, subject to Clause 27.3 (Distributions to the Borrower)
and Clause 27.4 (Clawback and pre-funding) be made available by the Facility Agent as soon as practicable after receipt
to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility
Office), to such account as that Party may notify to the Facility Agent by not less than five Business Days’ notice with
a bank in the principal financial centre of the country of that currency.


 


		27.3	Distributions to the Borrower 



 


The Facility Agent may (with
the consent of the Borrower or in accordance with Clause 28 (Set-Off)) apply any amount received by it for the Borrower
in or towards payment (on the date and in the currency and funds of receipt) of any amount due from the Borrower under the Finance
Documents or in or towards purchase of any amount of any currency to be so applied.


 


		27.4	Clawback and pre-funding 



 


		(a)	Where a sum is to be paid to the Facility Agent under the Finance Documents for another Party,
the Facility Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract)
until it has been able to establish to its satisfaction that it has actually received that sum.



 


		(b)	Unless paragraph (c) below applies, if the Facility Agent pays an amount to another Party and it
proves to be the case that the Facility Agent had not actually received that amount, then the Party to whom that amount (or the
proceeds of any related exchange contract) was paid by the Facility Agent shall on demand refund the same to the Facility Agent
together with interest on that amount from the date of payment to the date of receipt by the Facility Agent, calculated by the
Facility Agent to reflect its cost of funds.



 




    	 	- 89 -	 



     


    

 


		(c)	If the Facility Agent has notified the Lenders that it is willing to make available amounts for
the account of the Borrower before receiving funds from the Lenders then if and to the extent that the Facility Agent does so but
it proves to be the case that it does not then receive funds from a Lender in respect of a sum which it paid to the Borrower:



 


		(i)	the Facility Agent shall notify the Borrower of that Lender’s identity and the Borrower shall
on demand refund it to the Facility Agent; and



 


		(ii)	the Lender by whom those funds should have been made available or, if that Lender fails to do so,
the Borrower, shall on demand pay to the Facility Agent the amount (as certified by the Facility Agent) which will indemnify the
Facility Agent against any funding cost incurred by it as a result of paying out that sum before receiving those funds from that
Lender.



 


		27.5	Impaired Agent 



 


		(a)	If, at any time, the Facility Agent becomes an Impaired Agent, the Borrower or a Lender which is
required to make a payment under the Finance Documents to the Facility Agent in accordance with Clause 27‎.1 (Payments to
the Facility Agent) may instead either:



 


		(i)	pay that amount direct to the required recipient(s); or



 


		(ii)	if in its absolute discretion it considers that it is not reasonably practicable to pay that amount
direct to the required recipient(s), pay that amount or the relevant part of that amount to an interest-bearing account held with
an Acceptable Bank within the meaning of paragraph (a) of the definition of “Acceptable Bank” and in relation to which
no Insolvency Event has occurred and is continuing, in the name of the Borrower or the Lender making the payment (the “Paying
Party”) and designated as a trust account for the benefit of the Party or Parties beneficially entitled to that payment
under the Finance Documents (the “Recipient Party” or “Recipient Parties”).



 


In each case such payments must be made on the due date
for payment under the Finance Documents.


 


		(b)	All interest accrued on the amount standing to the credit of the trust account shall be for the
benefit of the Recipient Party or the Recipient Parties pro rata to their respective entitlements.



 


		(c)	A Party which has made a payment in accordance with this Clause 27.5 shall be discharged of the
relevant payment obligation under the Finance Documents and shall not take any credit risk with respect to the amounts standing
to the credit of the trust account.



 


		(d)	Promptly upon the appointment of a successor Facility Agent in accordance with Clause 24‎.13
(Replacement of the Facility Agent), each Paying Party shall (other than to the extent that that Party has given an instruction
pursuant to paragraph (e) below) give all requisite instructions to the bank with whom the trust account is held to transfer the
amount (together with any accrued interest) to the successor Facility Agent for distribution to the relevant Recipient Party or
Recipient Parties in accordance with Clause 27‎.2 (Distributions by the Facility Agent).



 




    	 	- 90 -	 



     


    

 


		(e)	A Paying Party shall, promptly upon request by a Recipient Party and to the extent:



 


		(i)	that it has not given an instruction pursuant to paragraph (d) above; and



 


		(ii)	that it has been provided with the necessary information by that Recipient Party,



 


give all requisite instructions
to the bank with whom the trust account is held to transfer the relevant amount (together with any accrued interest) to that Recipient
Party.


 


		27.6	Partial payments 



 


		(a)	If the Facility Agent receives a payment that is insufficient to discharge all the amounts then
due and payable by the Borrower under the Finance Documents, the Facility Agent shall apply that payment towards the obligations
of the Borrower under the Finance Documents in the following order:



 


		(i)	first, in or towards payment pro rata of any unpaid amounts (including, without limitation,
unpaid fees, costs and expenses) owing to the Facility Agent under the Finance Documents;



 


		(ii)	secondly, in or towards payment pro rata of any accrued interest, fee or commission due
but unpaid under this Agreement;



 


		(iii)	thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement;
and



 


		(iv)	fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance
Documents.



 


		(b)	The Facility Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs
(a)(ii) to (iv) above.



 


		(c)	Paragraphs (a) and (b) above will override any appropriation made by the Borrower.



 


		27.7	No set-off by the Borrower 



 


All payments to be made by the
Borrower under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off
or counterclaim.


 




    	 	- 91 -	 



     


    

 


		27.8	Business Days 



 


		(a)	Any payment under the Finance Documents which is due to be made on a day that is not a Business
Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there
is not).



 


		(b)	During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement
interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.



 


		27.9	Currency of account 



 


		(a)	Subject to paragraphs (b) to (e) below, dollars is the currency of account and payment for any
sum due from the Borrower under any Finance Document.



 


		(b)	A repayment of a Loan or Unpaid Sum or a part of a Loan or Unpaid Sum shall be made in the currency
in which that Loan or Unpaid Sum is denominated on its due date.



 


		(c)	Each payment of interest shall be made in the currency in which the sum in respect of which the
interest is payable was denominated when that interest accrued.



 


		(d)	Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the
costs, expenses or Taxes are incurred.



 


		(e)	Any amount expressed to be payable in a currency other than dollars shall be paid in that other
currency.



 


		27.10	Change of currency 



 


		(a)	Unless otherwise prohibited by law, if more than one currency or currency unit are at the same
time recognised by the central bank of any country as the lawful currency of that country, then:



 


		(i)	any reference in the Finance Documents to, and any obligations arising under the Finance Documents
in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated
by the Facility Agent (after consultation with the Borrower); and



 


		(ii)	any translation from one currency or currency unit to another shall be at the official rate of
exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down
by the Facility Agent (acting reasonably).



 


		(b)	If a change in any currency of a country occurs, this Agreement will, to the extent the Facility
Agent (acting reasonably and after consultation with the Borrower) specifies to be necessary, be amended to comply with any generally
accepted conventions and market practice in the Relevant Market and otherwise to reflect the change in currency.



 




    	 	- 92 -	 



     


    

 


		27.11	Disruption to Payment Systems etc. 



 


If either the Facility Agent
determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by the Borrower that a Disruption
Event has occurred:


 


		(a)	the Facility Agent may, and shall if requested to do so by the Borrower, consult with the Borrower
with a view to agreeing with the Borrower such changes to the operation or administration of the Facility as the Facility Agent
may deem necessary in the circumstances;



 


		(b)	the Facility Agent shall not be obliged to consult with the Borrower in relation to any changes
mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have
no obligation to agree to such changes;



 


		(c)	the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in
paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;



 


		(d)	any such changes agreed upon by the Facility Agent and the Borrower shall (whether or not it is
finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be,
waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 33 (Amendments and Waivers);



 


		(e)	the Facility Agent shall not be liable for any damages, costs or losses whatsoever (including,
without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based
on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection
with this Clause 27.11; and



 


		(f)	the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph
(d) above.



 


		28.	SET-OFF 



 


A Finance Party may set off any
matured obligation due from the Borrower under the Finance Documents (to the extent beneficially owned by that Finance Party) against
any matured obligation owed by that Finance Party to the Borrower, regardless of the place of payment, booking branch or currency
of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market
rate of exchange in its usual course of business for the purpose of the set-off.


 


		29.	NOTICES 



 


		29.1	Communications in writing 



 


Any communication to be made
under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax or
letter.


 




    	 	- 93 -	 



     


    

 


		29.2	Addresses 



 


The address and fax number (and
the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or
document to be made or delivered under or in connection with the Finance Documents is:


 


		(a)	in the case of the Borrower, that identified with its name below;



 


		(b)	in the case of each Lender, that notified in writing to the Facility Agent on or prior to the date
on which it becomes a Party; and



 


		(c)	in the case of the Facility Agent, that identified with its name below,



 


or any substitute address or
fax number or department or officer as the Party may notify to the Facility Agent (or the Facility Agent may notify to the other
Parties, if a change is made by the Facility Agent) by not less than five Business Days’ notice.


 


		29.3	Delivery 



 


		(a)	Any communication or document made or delivered by one person to another under or in connection
with the Finance Documents will only be effective:



 


		(i)	if by way of fax, when received in legible form; or



 


		(ii)	if by way of letter, when it has been left at the relevant address or five Business Days after
being deposited in the post postage prepaid in an envelope addressed to it at that address;



 


and, if a particular department
or officer is specified as part of its address details provided under Clause 29.2 (Addresses), if addressed to that department
or officer.


 


		(b)	Any communication or document to be made or delivered to the Facility Agent will be effective only
when actually received by the Facility Agent and then only if it is expressly marked for the attention of the department or officer
identified with the Facility Agent’s signature below (or any substitute department or officer as the Facility Agent shall
specify for this purpose).



 


		(c)	All notices from or to the Borrower shall be sent through the Facility Agent.



 


		(d)	Any communication or document made or delivered to the Borrower in accordance with this Clause
will be deemed to have been made or delivered to the Borrower.



 


		(e)	Any communication or document which becomes effective, in accordance with paragraphs (a) to (d)
above, after 5.00 p.m. in the place of receipt shall be deemed only to become effective on the following day.



 




    	 	- 94 -	 



     


    

 


		29.4	Notification of address and fax number 



 


Promptly upon receipt of notification
of an address or fax number or change of address or fax number pursuant to Clause 29.2 (Addresses) or changing its own address
or fax number, the Facility Agent shall notify the other Parties.


 


		29.5	Communication when Facility Agent is Impaired Agent 



 


If the Facility Agent is an Impaired
Agent the Parties may, instead of communicating with each other through the Facility Agent, communicate with each other directly
and (while the Facility Agent is an Impaired Agent) all the provisions of the Finance Documents which require communications to
be made or notices to be given to or by the Facility Agent shall be varied so that communications may be made and notices given
to or by the relevant Parties directly. This provision shall not operate after a replacement Facility Agent has been appointed.


 


		29.6	Electronic communication 



 


		(a)	Any communication to be made between any two Parties under or in connection with the Finance Documents
may be made by electronic mail or other electronic means (including, without limitation, by way of posting to a secure website)
to the extent that those two Parties agree that, unless and until notified to the contrary, this is to be an accepted form of communication
and if those two Parties:



 


		(i)	notify each other in writing of their electronic mail address and/or any other information required
to enable the transmission of information by that means; and



 


		(ii)	notify each other of any change to their address or any other such information supplied by them
by not less than five Business Days’ notice.



 


		(b)	Any such electronic communication as specified in paragraph (a) above made between any two Parties
will be effective only when actually received (or made available) in readable form and in the case of any electronic communication
made by a Party to the Facility Agent only if it is addressed in such a manner as the Facility Agent shall specify for this purpose.



 


		(c)	Any electronic communication which becomes effective, in accordance with paragraph (b) above, after
5.00 p.m. in the place in which the Party to whom the relevant communication is sent or made available has its address for the
purpose of this Agreement shall be deemed only to become effective on the following day.



 


		(d)	Any reference in a Finance Document to a communication being sent or received shall be construed
to include that communication being made available in accordance with this Clause 29.6.



 




    	 	- 95 -	 



     


    

 


		29.7	English language 



 


		(a)	Any notice given under or in connection with any Finance Document must be in English.



 


		(b)	All other documents provided under or in connection with any Finance Document must be:



 


		(i)	in English; or



 


		(ii)	if not in English, and if so required by the Facility Agent, accompanied by a certified English
translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other
official document.



 


		30.	CALCULATIONS AND CERTIFICATES



 


		30.1	Accounts 



 


In any litigation or arbitration
proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party
are prima facie evidence of the matters to which they relate.


 


		30.2	Certificates and Determinations 



 


Any certification or determination
by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of
the matters to which it relates.


 


		30.3	Day count convention 



 


Any interest, commission or fee accruing
under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a
year of 360 days or, in any case where the practice in the Relevant Market differs, in accordance with that market practice.


 


		31.	PARTIAL INVALIDITY 



 


If, at any time, any provision of
the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither
the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision
under the law of any other jurisdiction will in any way be affected or impaired.


 


		32.	REMEDIES AND WAIVERS 



 


No failure to exercise, nor any delay
in exercising, on the part of any Finance Party, any right or remedy under the Finance Documents shall operate as a waiver of any
such right or remedy or constitute an election to affirm any of the Finance Documents. No election to affirm any of the Finance
Documents on the part of any Finance Party shall be effective unless it is in writing. No single or partial exercise of any right
or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided
in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.


 




    	 	- 96 -	 



     


    

 


		33.	AMENDMENTS AND WAIVERS



 


		33.1	Required consents 



 


		(a)	Subject to Clause 33.2 (Exceptions) any term of the Finance Documents may be amended or
waived only with the consent of the Majority Lenders and the Borrower and any such amendment or waiver will be binding on all Parties.



 


		(b)	The Facility Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted
by this Clause 33.



 


		33.2	Exceptions 



 


		(a)	Subject to Clause 33.3 (Replacement of Screen Rate), an amendment or waiver that has the
effect of changing or which relates to:



 


		(i)	the definition of “Majority Lenders” in Clause 1.1 (Definitions);



 


		(ii)	an extension to the date of payment of any amount under the Finance Documents;



 


		(iii)	a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees
or commission payable;



 


		(iv)	an increase in or an extension of any Commitment or any requirement that a cancellation of Commitments
reduces the Commitments of the Lenders rateably under the Facility;



 


		(v)	Clause 23 (Changes to the Borrower);



 


		(vi)	any provision which expressly requires the consent of all the Lenders; or



 


		(vii)	Clause 2.3 (Finance Parties’ rights and obligations), Clause 3.1 (Purpose), Clause
13 (Increased Costs), Clause 22 (Changes to the Lenders), Clause 37 (Governing Law), Clause 38 (Enforcement)
or this Clause 33,



 


shall not be made without the prior consent of all the Lenders.


 


		(b)	An amendment or waiver which relates to the rights or obligations of the Facility Agent, the Arrangers
or a Reference Bank (each in their capacity as such) may not be effected without the consent of the Facility Agent, the Arrangers
or that Reference Bank, as the case may be.



 


		33.3	Replacement of Screen Rate 



 


		(a)	Subject to paragraph (b) of Clause 33.2 (Exceptions), if the Screen Rate is not available
for dollars, any amendment or waiver which relates to providing for another benchmark rate to apply in relation to dollars in place
of that Screen Rate (or which relates to aligning any provision of a Finance Document to the use of that other benchmark rate)
may be made with the consent of the Majority Lenders and the Borrower.



 




    	 	- 97 -	 



     


    

 


		33.4	Excluded Commitments 



 


		(a)	If any Defaulting Lender fails to respond to a request for a consent, waiver, amendment of or in
relation to any term of any Finance Document or any other vote of Lenders under the terms of this Agreement within ten Business
Days of that request being made, (unless, the Borrower and the Facility Agent agree to a longer time period in relation to any
request):



 


		(i)	its Commitment(s) shall not be included for the purpose of calculating the Total Commitments under
the Facility when ascertaining whether any relevant percentage (including, for the avoidance of doubt, unanimity) of Total Commitments
has been obtained to approve that request; and



 


		(ii)	its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement
of any specified group of Lenders has been obtained to approve that request.



 


		33.5	Replacement of Lender 



 


		(a)	If:



 


		(i)	any Lender becomes a Non-Consenting Lender (as defined in paragraph (d) below); or



 


		(ii)	the Borrower becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality)
to any Lender,



 


then the Borrower may, on five Business
Days’ prior written notice to the Facility Agent and such Lender, replace such Lender by requiring such Lender to (and,
to the extent permitted by law, such Lender shall) transfer pursuant to Clause 22 (Changes to the Lenders) all (and not
part only) of its rights and obligations under this Agreement to an Eligible Institution (a “Replacement Lender”) and
which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause
22 (Changes to the Lenders) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding
principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest (to the extent that the
Facility Agent has not given a notification under Clause 22.9 (Pro rata interest settlement)), Break Costs and other amounts
payable in relation thereto under the Finance Documents.


 


		(b)	The replacement of a Lender pursuant to this Clause 33.5 shall be subject to the following conditions:



 


		(i)	the Borrower shall have no right to replace the Facility Agent;



 




    	 	- 98 -	 



     


    

 


		(ii)	neither the Facility Agent nor the Lender shall have any obligation to the Borrower to find a Replacement
Lender;



 


		(iii)	in the event of a replacement of a Non-Consenting Lender such replacement must take place no later
than twenty (20) Business Days after the date on which that Lender is deemed a Non-Consenting Lender;



 


		(iv)	in no event shall the Lender replaced under this Clause 33.5 be required to pay or surrender to
such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents; and



 


		(v)	the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a)
above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under
all applicable laws and regulations in relation to that transfer.



 


		(c)	A Lender shall perform the checks described in paragraph (b)(v) above as soon as reasonably practicable
following delivery of a notice referred to in paragraph (a) above and shall notify the Facility Agent and the Borrower when it
is satisfied that it has complied with those checks.



 


		(d)	In the event that:



 


		(i)	the Borrower or the Facility Agent (at the request of the Borrower) has requested the Lenders to
give a consent in relation to, or to agree to a waiver or amendment of, any provisions of the Finance Documents;



 


		(ii)	the consent, waiver or amendment in question requires the approval of all the Lenders; and



 


		(iii)	Lenders whose Commitments aggregate more than 85 per cent. of the Total Commitments (or, if the
Total Commitments have been reduced to zero, aggregated more than 85 per cent. of the Total Commitments prior to that reduction)
have consented or agreed to such waiver or amendment,



 


then any Lender who does not and continues not to consent
or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.


 


		33.6	Disenfranchisement of Defaulting Lenders 



 


		(a)	For so long as a Defaulting Lender has any Available Commitment, in ascertaining:



 


		(i)	the Majority Lenders; or



 


		(ii)	whether:



 


		(A)	any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments
under the Facility; or



 




    	 	- 99 -	 



     


    

 


		(B)	the agreement of any specified group of Lenders,



 


has been obtained to approve any request for a consent,
waiver, amendment or other vote of Lenders under the Finance Documents,


 


that Defaulting Lender’s Commitments
under the Facility will be reduced by the amount of its Available Commitments under the Facility and, to the extent that that reduction
results in that Defaulting Lender’s Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for
the purposes of paragraphs (i) and (ii) above.


 


		(b)	For the purposes of this Clause 33.5, the Facility Agent may assume that the following Lenders
are Defaulting Lenders:



 


		(i)	any Lender which has notified the Facility Agent that it has become a Defaulting Lender;



 


		(ii)	any Lender in relation to which it is aware that any of the events or circumstances referred to
in paragraphs (a), (b) or (c) of the definition of “Defaulting Lender” has occurred,



 


unless it has received notice to the
contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Facility Agent) or the Facility
Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.


 


		33.7	Replacement of a Defaulting Lender 



 


		(a)	The Borrower may, at any time a Lender has become and continues to be a Defaulting Lender, by giving
ten Business Days’ prior written notice to the Facility Agent and such Lender:



 


		(i)	replace such Lender by requiring such Lender to (and, to the extent permitted by law, such Lender
shall) transfer pursuant to Clause ‎22 (Changes to the Lenders) all (and not part only) of its rights and obligations
under this Agreement;



 


		(ii)	require such Lender to (and, to the extent permitted by law, such Lender shall) transfer pursuant
to Clause ‎22 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or



 


		(iii)	require such Lender to (and, to the extent permitted by law, such Lender shall) transfer pursuant
to Clause 22 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility,



 


to a Lender or other bank, financial
institution, trust, fund or other entity (a “Replacement Lender“) selected by the Borrower and which confirms its willingness
to assume and does assume all the obligations, or all the relevant obligations, of the transferring Lender in accordance with
Clause 22 (Changes to the Lenders) for a purchase price in cash payable at the time of transfer which is either:


 




    	 	- 100 -	 



     


    

 


		(A)	in an amount equal to the outstanding principal amount of such Lender’s participation in the outstanding
Utilisations and all accrued interest (to the extent that the Facility Agent has not given a notification under Clause 22.9 (Pro
rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents; or



 


		(B)	in an amount agreed between that Defaulting Lender, the Replacement Lender and the Borrower and
which does not exceed the amount described in paragraph (A) above.



 


		(b)	Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause ‎33.7
shall be subject to the following conditions:



 


		(i)	the Borrower shall have no right to replace the Facility Agent;



 


		(ii)	neither the Facility Agent nor the Defaulting Lender shall have any obligation to the Borrower
to find a Replacement Lender;



 


		(iii)	the transfer must take place no later than twenty (20) Business Days after the notice referred
to in paragraph (a) above;



 


		(iv)	in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender
any of the fees received by the Defaulting Lender pursuant to the Finance Documents; and



 


		(v)	the Defaulting Lender shall only be obliged to transfer its rights and obligations pursuant to
paragraph (a) above once it is satisfied that it has complied with all necessary “know your customer” or other similar
checks under all applicable laws and regulations in relation to that transfer to the Replacement Lender.



 


		(c)	The Defaulting Lender shall perform the checks described in paragraph (b)(v) above as soon as reasonably
practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Facility Agent and the Borrower
when it is satisfied that it has complied with those checks.



 


		34.	CONFIDENTIALITY



 


		34.1	Confidential Information 



 


Each Finance Party agrees to keep
all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 34.2 (Disclosure
of Confidential Information) and Clause 34.3 (Disclosure to numbering service providers), and to ensure that all Confidential
Information is protected with security measures and a degree of care that would apply to its own confidential information.


 


		34.2	Disclosure of Confidential Information 



 


Any Finance Party may disclose:


 




    	 	- 101 -	 



     


    

 


		(a)	to any of its Affiliates and Related Funds and any of its or their officers, directors, employees,
professional advisers, auditors, partners and Representatives or to any insurers or insurance brokers and service providers such
Confidential Information as that Finance Party shall consider appropriate if any person to whom the Confidential Information is
to be given pursuant to this paragraph (a) is informed in writing of its confidential nature and that some or all of such Confidential
Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is
subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of
confidentiality in relation to the Confidential Information;



 


		(b)	to any person:



 


		(i)	to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any
of its rights and/or obligations under one or more Finance Documents or which succeeds (or which may potentially succeed) it as
Facility Agent and, in each case, to any of that person’s Affiliates, Related Funds, Representatives and professional advisers;



 


		(ii)	with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly,
any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference
to, one or more Finance Documents and/or the Borrower and to any of that person’s Affiliates, Related Funds, Representatives and
professional advisers;



 


		(iii)	appointed by any Finance Party or by a person to whom paragraph (b)(i) or (ii) above applies to
receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf (including,
without limitation, any person appointed under paragraph (b) of Clause 24.15 (Relationship with the Lenders));



 


		(iv)	who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly
or indirectly, any transaction referred to in paragraph (b)(i) or (b)(ii) above;



 


		(v)	to whom information is required or requested to be disclosed by any court of competent jurisdiction
or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange
or pursuant to any applicable law or regulation;



 


		(vi)	to whom information is required to be disclosed in connection with, and for the purposes of, any
litigation, arbitration, administrative or other investigations, proceedings or disputes;



 


		(vii)	to whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security
(or may do so) pursuant to Clause ‎22.8 (Security over Lenders’ rights);



 




    	 	- 102 -	 



     


    

 


		(viii)	who is a Party; or



 


		(ix)	with the consent of the Borrower;



 


in each case, such Confidential Information as that Finance
Party shall consider appropriate if:


 


		(A)	in relation to paragraphs (b)(i), (b)(ii) and (b)(iii) above, the person to whom the Confidential
Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality
Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality
of the Confidential Information;



 


		(B)	in relation to paragraph (b)(iv) above, the person to whom the Confidential Information is to be
given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the
Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive
information;



 


		(C)	in relation to paragraphs (b)(v), (b)(vi) and (b)(vii) above, the person to whom the Confidential
Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be
price-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Finance Party, it
is not practicable so to do in the circumstances;



 


		(c)	to any person appointed by that Finance Party or by a person to whom paragraph (b)(i) or (b)(ii)
above applies to provide administration or settlement services in respect of one or more of the Finance Documents including without
limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as
may be required to be disclosed to enable such service provider to provide any of the services referred to in this paragraph (c)
if the service provider to whom the Confidential Information is to be given has entered into a confidentiality agreement substantially
in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other
form of confidentiality undertaking agreed between the Borrower and the relevant Finance Party;



 


		(d)	to any rating agency (including its professional advisers) or any direct or indirect provider of
credit protection to a Finance Party or any of its Affiliates such Confidential Information as may be required to be disclosed
to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents and/or the Borrower.



 




    	 	- 103 -	 



     


    

 


		34.3	Disclosure to numbering service providers 



 


		(a)	Any Finance Party may disclose to any national or international numbering service provider appointed
by that Finance Party to provide identification numbering services in respect of this Agreement, the Facility and/or the Borrower
the following information:



 


		(i)	names of Borrower;



 


		(ii)	country of domicile of Borrower;



 


		(iii)	place of incorporation of Borrower;



 


		(iv)	date of this Agreement;



 


		(v)	Clause 37 (Governing Law);



 


		(vi)	the names of the Facility Agent and the Arrangers;



 


		(vii)	date of each amendment and restatement of this Agreement;



 


		(viii)	amount of Total Commitments;



 


		(ix)	currencies of the Facility;



 


		(x)	type of Facility;



 


		(xi)	ranking of Facility;



 


		(xii)	Termination Date for Facility;



 


		(xiii)	changes to any of the information previously supplied pursuant to paragraphs (i) to (xii) above;
and



 


		(xiv)	such other information agreed between such Finance Party and the Borrower,



 


to enable such numbering service provider to provide its
usual syndicated loan numbering identification services.


 


		(b)	The Parties acknowledge and agree that each identification number assigned to this Agreement, the
Facility and/or the Borrower by a numbering service provider and the information associated with each such number may be disclosed
to users of its services in accordance with the standard terms and conditions of that numbering service provider.



 


		(c)	The Borrower represents that none of the information set out in paragraphs (i) to (xiv) of paragraph
(a) above is, nor will at any time be, unpublished price-sensitive information.



 


		(d)	The Facility Agent shall notify the Borrower and the other Finance Parties of:



 




    	 	- 104 -	 



     


    

 


		(i)	the name of any numbering service provider appointed by the Facility Agent in respect of this Agreement,
the Facility and/or the Borrower; and



 


		(ii)	the number or, as the case may be, numbers assigned to this Agreement, the Facility and/or the
Borrower by such numbering service provider.



 


		34.4	Entire agreement 



 


This Clause 34 constitutes the entire
agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents regarding Confidential
Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.


 


		34.5	Inside information 



 


Each of the Finance Parties acknowledges
that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information
may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse
and each of the Finance Parties undertakes not to use any Confidential Information for any unlawful purpose.


 


		34.6	Notification of disclosure 



 


Each of the Finance Parties agrees
(to the extent permitted by law and regulation) to inform the Borrower:


 


		(a)	of the circumstances of any disclosure of Confidential Information made pursuant to paragraph (b)(v)
of Clause 34.2 (Disclosure of Confidential Information) except where such disclosure is made to any of the persons referred
to in that paragraph during the ordinary course of its supervisory or regulatory function; and



 


		(b)	upon becoming aware that Confidential Information has been disclosed in breach of this Clause 34.



 


		34.7	Continuing obligations 



 


The obligations in this Clause 34
are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of twelve months from the
earlier of:


 


		(a)	the date on which all amounts payable by the Borrower under or in connection with this Agreement
have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and



 


		(b)	the date on which such Finance Party otherwise ceases to be a Finance Party.



 




    	 	- 105 -	 



     


    

 


		35.	CONFIDENTIALITY OF FUNDING RATES AND REFERENCE BANK QUOTATIONS 



 


		35.1	Confidentiality and disclosure 



 


		(a)	The Facility Agent and the Borrower agree to keep each Funding Rate (and, in the case of the Facility
Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by paragraphs
(b), (c) and (d) below






			



 


		(b)	The Facility Agent may disclose:



 


		(i)	any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the Borrower
pursuant to Clause 8.4 (Notification of rates of interest); and



 


		(ii)	any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration
services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide
those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially
in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other
form of confidentiality undertaking agreed between the Facility Agent and the relevant Lender or Reference Bank, as the case may
be.



 


		(c)	The Facility Agent may disclose any Funding Rate or any Reference Bank Quotation, and the Borrower
may disclose any Funding Rate, to:



 


		(i)	any of its Affiliates and any of its or their officers, directors, employees, professional advisers,
auditors, partners and Representatives if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant
to this paragraph (i) is informed in writing of its confidential nature and that it may be price-sensitive information except that
there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality
of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;



 


		(ii)	any person to whom information is required or requested to be disclosed by any court of competent
jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock
exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate or Reference Bank Quotation is
to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there
shall be no requirement to so inform if, in the opinion of the Facility Agent or the Borrower, as the case may be, it is not practicable
to do so in the circumstances;



 




    	 	- 106 -	 



     


    

 


		(iii)	any person to whom information is required to be disclosed in connection with, and for the purposes
of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding
Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive
information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the Borrower, as
the case may be, it is not practicable to do so in the circumstances; and



 


		(iv)	any person with the consent of the relevant Lender or Reference Bank, as the case may be.



 


		(d)	The Facility Agent’s obligations in this Clause 35 relating to Reference Bank Quotations are without
prejudice to its obligations to make notifications under Clause 8.4 (Notification of rates of interest) provided that (other
than pursuant to paragraph (b)(i) above) the Facility Agent shall not include the details of any individual Reference Bank Quotation
as part of any such notification.



 


		35.2	Related obligations 



 


		(a)	The Facility Agent and the Borrower acknowledge that each Funding Rate (and, in the case of the
Facility Agent, each Reference Bank Quotation) is or may be price-sensitive information and that its use may be regulated or prohibited
by applicable legislation including securities law relating to insider dealing and market abuse and the Facility Agent and the
Borrower undertake not to use any Funding Rate or, in the case of the Facility Agent, any Reference Bank Quotation for any unlawful
purpose.



 


		(b)	The Facility Agent and the Borrower agree (to the extent permitted by law and regulation) to inform
the relevant Lender or Reference Bank, as the case may be:



 


		(i)	of the circumstances of any disclosure made pursuant to paragraph (c)(ii) of Clause 35.1 (Confidentiality
and disclosure) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary
course of its supervisory or regulatory function; and



 


		(ii)	upon becoming aware that any information has been disclosed in breach of this Clause 35.



 


		35.3	No Event of Default 



 


No Event of Default will occur under
Clause 21.3 (Other obligations) by reason only of the Borrower’s failure to comply with this Clause 35.


 


		36.	COUNTERPARTS 



 


Each Finance Document may be executed
in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the
Finance Document.


 




    	 	- 107 -	 



     


    

 


SECTION 12


GOVERNING LAW AND ENFORCEMENT


 


		37.	GOVERNING LAW 



 


This Agreement and any non-contractual
obligations arising out of or in connection with it are governed by English law.


 


		38.	ENFORCEMENT 



 


		38.1	Jurisdiction 



 


		(a)	The courts of England have exclusive
jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence,
validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement)
(a “Dispute”).



 


		(b)	The Parties agree that the courts of England are the most appropriate and convenient courts to
settle Disputes and accordingly no Party will argue to the contrary.



 


		(c)	This Clause 38.1 is for the benefit of the Finance Parties only. As a result, no Finance Party
shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by
law, the Finance Parties may take concurrent proceedings in any number of jurisdictions.



 


		38.2	Service of process 



 


Without prejudice to any other mode
of service allowed under any relevant law, the Borrower:


 


		(a)	irrevocably appoints Randgold Resources (UK) Limited of 1st Floor, 2 Savoy Court, Strand,
London WC2R 0EZ as its agent for service of process in relation to any proceedings before the English courts in connection with
any Finance Document; and



 


		(b)	agrees that failure by a process agent to notify the Borrower of the process will not invalidate
the proceedings concerned.



 


This Agreement has been entered into on the date stated at the
beginning of this Agreement.


 




    	 	- 108 -	 



     


    

 


SCHEDULE 1


THE ORIGINAL LENDERS


 


	Name of Original Lender	 	Commitment (USD)	 
	 	 	 	 
	Bank of Montreal, London Branch	 	 	40,000,000.00	 
	 	 	 	 	 
	Barclays Bank PLC	 	 	52,500,000.00	 
	 	 	 	 	 
	Canadian Imperial Bank of Commerce, London Branch	 	 	52,500,000.00	 
	 	 	 	 	 
	Citibank, N.A., Jersey Branch	 	 	75,000,000.00	 
	 	 	 	 	 
	HSBC Bank USA, N.A.	 	 	75,000,000.00	 
	 	 	 	 	 
	Standard Chartered Bank	 	 	52,500,000.00	 
	 	 	 	 	 
	The Bank of Nova Scotia	 	 	52,500,000.00	 
	 	 	 	 	 
	TOTAL	 	 	400,000,000.00	 



 




    	 	- 109 -	 



     


    

 


SCHEDULE 2


CONDITIONS PRECEDENT TO SIGNING OF THE AGREEMENT


 


		1.	The Borrower



 


		(a)	A copy of the constitutional documents of the Borrower
including:



 


		(i)	the certificate of incorporation (including any certificate
re-issued on change of name and re-registration) of the Borrower;



 


		(ii)	an up to date consent issued pursuant to the Control
of Borrowing (Jersey) Order 1958; and



 


		(iii)	the memorandum and articles of association of the Borrower,
including all documents required to be attached thereto pursuant to Article 100 of the Companies (Jersey) Law 1991.



 


		(b)	A copy of a resolution of the board of directors of
the Borrower (or an extract thereof):



 


		(i)	approving the terms of, and the transactions contemplated
by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party;



 


		(ii)	authorising a specified person or persons to execute the
Finance Documents to which it is a party on its behalf; and



 


		(iii)	authorising a specified person or persons, on its behalf,
to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched
by it under or in connection with the Finance Documents to which it is a party,



 


substantially in the form agreed prior to the date of this
Agreement.


 


		(c)	A specimen of the signature of each person authorised by
the resolution referred to in paragraph (b) above.



 


		(d)	A certificate of the Borrower (signed by a director or
a duly authorised company secretary) confirming that borrowing the Total Commitments would not cause any borrowing or similar
limit binding on the Borrower to be exceeded.



 


		(e)	A certificate signed by a director or a duly authorised
company secretary of the Borrower certifying that each copy document relating to it specified in this Schedule 2 is correct, complete
and in full force and effect as at a date no earlier than the date of this Agreement.



 


		2.	Finance Documents



 


Each of the following documents executed by each party to it:


 


		(a)	this Agreement; and



 




    	 	- 110 -	 



     


    

 


		(b)	each Fee Letter.



 


		3.	Legal opinions



 


		(a)	A legal opinion of Clifford Chance LLP, legal advisers
to the Arrangers and the Facility Agent in England, substantially in the form distributed to the Original Lenders prior to signing
this Agreement.



 


		(b)	A legal opinion of Bedell Cristin London Partnership,
legal advisers to the Arrangers and the Facility Agent in Jersey, substantially in the form distributed to the Original Lenders
prior to signing this Agreement.



 


		4.	Other documents and evidence



 


		(a)	Evidence that any process agent referred to in Clause
38.2 (Service of process) has accepted its appointment.



 


		(b)	Confirmation from the Facility Agent that all documents
required by the Finance Parties from the Borrower or such other person for completion by the Finance Parties of all necessary
“know your customer” compliance requirements have been provided.



 


		(c)	The Original Financial Statements of the Borrower.



 


		(d)	Evidence that the fees, costs and expenses then due
from the Borrower pursuant to Clause 11 (Fees) and Clause 16 (Costs and Expenses) have been paid or will be paid
by the first Utilisation Date.



 


		(e)	The Group Structure Chart.



 


		(f)	Evidence that the Existing Facility has been, or will,
on the first Utilisation Date be, irrevocably prepaid and cancelled in full.



 




    	 	- 111 -	 



     


    

 


SCHEDULE 3


REQUESTS


 


Utilisation Request


 


		From:	Randgold Resources Limited



 


		To:	HSBC Bank plc



 


Dated:


 


Dear Sirs


 


Randgold Resources Limited – USD 400,000,000
facility agreement dated [●] 2017 (the “Agreement”)


 


		1.	We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have
                                                                             the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.



 


	 	 	(1)         We wish to borrow a Loan on the following terms:
	 	 	 
	Proposed Utilisation Date:	 	[             ] (or, if that is not a Business Day, the next Business Day)
	 	 	 
	Currency of Loan:	 	Dollars
	 	 	 
	Amount:	 	[            ] or, if less, the Available Facility
	 	 	 
	Interest Period:	 	[            ] months


 


		2.	We confirm that each condition specified in Clause 4.2 (Further conditions precedent) of
the Agreement is satisfied on the date of this Utilisation Request.



 


		3.	The proceeds of this Loan should be credited to [account].



 


		4.	This Utilisation Request is irrevocable.



 


	 	Yours faithfully	 
	 	 	 
	 	 	 
	 	authorised signatory for 

Randgold Resources Limited	 


 




    	 	- 112 -	 



     


    

 


SCHEDULE 4


FORM OF TRANSFER CERTIFICATE


 


		To:	HSBC Bank plc as Facility Agent



 


		From:	[The Existing
                                         Lender] (the “Existing Lender”) and [The New Lender] (the
                                         “New Lender”)



 


Dated:


 


Randgold Resources Limited – USD 400,000,000
facility agreement dated [●] 2017 (the “Agreement”)


 


		1.	We refer to the Agreement. This is a Transfer Certificate.
Terms defined in the Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer
Certificate.



 


		2.	We refer to Clause 22.5 (Procedure for transfer)
of the Agreement:



 


		(a)	The Existing Lender and the New Lender agree to the Existing
Lender transferring to the New Lender by novation, and in accordance with Clause 22.5 (Procedure for transfer) of the Agreement,
all of the Existing Lender’s rights and obligations under the Agreement and the other Finance Documents which relate to that portion
of the Existing Lender’s Commitment and participations in Loans under the Agreement as specified in the Schedule.



 


		(b)	The proposed Transfer Date is [●].



 


		(c)	The Facility Office and address, fax number and attention
details for notices of the New Lender for the purposes of Clause 29.2 (Addresses) of the Agreement are set out in the Schedule.



 


		3.	The New Lender expressly acknowledges the limitations on
the Existing Lender’s obligations set out in paragraph (c) of Clause 22.4 (Limitation of responsibility of Existing Lenders)
of the Agreement.



 


		4.	This Transfer Certificate may be executed in any number
of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer Certificate.



 


		5.	This Transfer Certificate and any non-contractual obligations
arising out of or in connection with it are governed by English law.



 


		6.	This Transfer Certificate has been entered into on the
date stated at the beginning of this Transfer Certificate.



 




    	 	- 113 -	 



     


    

 


THE SCHEDULE


 


Commitment/rights and obligations to be transferred


 


[insert relevant details]


 


[Facility Office address, fax
number and attention details for notices and account details for payments,]


 


	[Existing Lender]	[New Lender]
	 	 
	By:	By:


 


This
Transfer Certificate is accepted by the Facility Agent and the Transfer Date is confirmed as
[          ].


 


[Facility Agent]


 


By:


 




    	 	- 114 -	 



     


    

 


SCHEDULE 5


FORM OF ASSIGNMENT AGREEMENT


 


		To:	HSBC Bank plc as Facility Agent and Randgold Resources
Limited as Borrower



 


		From:	[the Existing Lender] (the "Existing Lender")
and [the New Lender] (the "New Lender")



 


Dated:


 


Randgold Resources Limited – USD 400,000,000
facility agreement dated [●] 2017 (the "Agreement")


 


		1.	We refer to the Agreement. This is an Assignment Agreement.
Terms defined in the Agreement have the same meaning in this Assignment Agreement unless given a different meaning in this Assignment
Agreement.



 


		2.	We refer to Clause 22.6 (Procedure for assignment)
of the Agreement:



 


		(a)	The Existing Lender assigns absolutely to the New Lender
all the rights of the Existing Lender under the Agreement and the other Finance Documents which relate to that portion of the
Existing Lender's Commitment and participations in Loans under the Agreement as specified in the Schedule.



 


		(b)	The Existing Lender is released from all the obligations
of the Existing Lender which correspond to that portion of the Existing Lender's Commitment and participations in Loans under
the Agreement specified in the Schedule.



 


		(c)	The New Lender becomes a Party as a Lender and is bound
by obligations equivalent to those from which the Existing Lender is released under paragraph (b) above.



 


		3.	The proposed Transfer Date is [●].



 


		4.	On the Transfer Date the New Lender becomes Party to the
Finance Documents as a Lender.



 


		5.	The Facility Office and address, fax number and attention
details for notices of the New Lender for the purposes of Clause 29.2 (Addresses) of the Agreement are set out in the Schedule.



 


		6.	The New Lender expressly acknowledges the limitations on
the Existing Lender's obligations set out in paragraph (c) of Clause 22.4 (Limitation of responsibility of Existing Lenders)
of the Agreement.



 


		7.	This Assignment Agreement acts as notice to the Facility
Agent (on behalf of each Finance Party) and, upon delivery in accordance with Clause 22.7 (Copy of Transfer Certificate, Assignment
Agreement or Increase Confirmation to Borrower) of the Agreement, to the Borrower of the assignment referred to in this Assignment
Agreement.



 




    	 	- 115 -	 



     


    

 


		8.	This Assignment Agreement may be executed in any number
of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Assignment
Agreement.



 


		9.	This Assignment Agreement and any non-contractual obligations
arising out of or in connection with it are governed by English law.



 


		10.	This Assignment Agreement has been entered into on the
date stated at the beginning of this Assignment Agreement.



 




    	 	- 116 -	 



     


    

 


THE SCHEDULE


 


Rights to be assigned and obligations to
be released and undertaken


 


[insert relevant details]


 


[Facility office address, fax
number and attention details for notices and account details for payments]


 


	[Existing Lender]	[New Lender]
	 	 
	By:	By:


 


This Assignment Agreement is accepted by the
Facility Agent and the Transfer Date is confirmed as [●].


 


Signature of this Assignment Agreement by the
Facility Agent constitutes confirmation by the Facility Agent of receipt of notice of the assignment referred to herein, which
notice the Facility Agent receives on behalf of each Finance Party.


 


[Facility Agent]


 


By:


 




    	 	- 117 -	 



     


    

 


SCHEDULE 6


FORM OF COMPLIANCE CERTIFICATE


 


		To:	HSBC Bank plc as Facility Agent



 


		From:	Randgold Resources Limited as the Borrower



 


Dated:


 


Dear Sirs


 


Randgold Resources Limited –
USD 400,000,000 facility agreement dated [●] 2017 (the "Agreement")


 


		1.	We refer to the Agreement. This is a Compliance Certificate.
Terms defined in the Agreement have the same meaning when used in this Compliance Certificate unless given a different meaning
in this Compliance Certificate.



 


		2.	We confirm that:



 


		(a)	[insert details of covenants to be certified];



 


		(b)	[●].1



 


		3.	[We confirm that no Default is continuing.]
¬



 


	Signed:	 	 
	 	Authorised signatory for 

Randgold Resources Limited	 



 


 






		1	Confirmation details to be confirmed by Facility Agent.



 


		¬	If
this statement cannot be made, the certificate should identify any Default that is continuing and the steps, if any, being taken
to remedy it.



 




    	 	- 118 -	 



     


    

 


SCHEDULE 7


TIMETABLES


 


	 	 	Loans in dollars
	 	 	 
	Delivery of a duly completed Utilisation Request (Clause 5.1 (Delivery of a Utilisation Request))	 	U-3, 9.30 a.m.
	 	 	 
	Facility Agent notifies the Lenders of the Loan in accordance with Clause 5.4 (Lenders' participation)	 	U-3, 5.00 p.m.
	 	 	 
	LIBOR is fixed	 	Quotation Day as of 11:00 a.m.


 




    	 	- 119 -	 



     


    

 


SCHEDULE 8


FORM OF INCREASE CONFIRMATION


 


		To:	[●] as Facility Agent and Randgold Resources Limited
as the Borrower



 


		From:	[the Increase Lender] (the "Increase Lender")



 


Dated:


 


Randgold Resources Limited –
USD 400,000,000 facility agreement dated [●] 2017 (the "Facility Agreement")


 


		1.	We refer to the Facility Agreement. This agreement (the
"Agreement") shall take effect as an Increase Confirmation for the purpose of the Facility Agreement. Terms defined
in the Facility Agreement have the same meaning in this Agreement unless given a different meaning in this Agreement.



 


		2.	We refer to clause 2.2 (Increase) of the Facility
Agreement.



 


		3.	The Increase Lender agrees to assume and will assume all
of the obligations corresponding to the Commitment specified in the Schedule (the "Relevant Commitment") as if
it was an Original Lender under the Facility Agreement.



 


		4.	The proposed date on which the increase in relation to
the Increase Lender and the Relevant Commitment is to take effect (the "Increase Date") is [●].



 


		5.	On the Increase Date, the Increase Lender becomes party
to the relevant Finance Documents as a Lender.



 


		6.	The Facility Office and address, fax number and attention
details for notices to the Increase Lender for the purposes of Clause 29.2 (Addresses) of the Facility Agreement are set
out in the Schedule.



 


		7.	The Increase Lender expressly acknowledges the limitations
on the Lenders' obligations referred to in paragraph (g) of Clause 2.2 (Increase) of the Facility Agreement.



 


		8.	This Agreement may be executed in any number of counterparts
and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.



 


		9.	This Agreement and any non-contractual obligations arising
out of or in connection with it are governed by English law.



 


		10.	This Agreement has been entered into on the date stated
at the beginning of this Agreement.



 




    	 	- 120 -	 



     


    

 


THE SCHEDULE


 


Relevant Commitment/rights and obligations
to be assumed by the Increase Lender


 


[insert relevant details]


 


[Facility office address, fax
number and attention details for notices and account details for payments]


 


	[Increase Lender]	 
	 	 
	By:	 


 


This Agreement is accepted as an Increase Confirmation
for the purposes of the Facility Agreement by the Facility Agent and the Increase Date is confirmed as [●].


 


	Facility Agent	 
	 	 
	By:	 


 




    	 	- 121 -	 



     


    

 


SIGNATURES


 


THE BORROWER


 


RANDGOLD RESOURCES LIMITED


 


	By:	/s/ Graham Shuttleworth	 
	 	 	 
	Name:	Graham Shuttleworth	 
	 	 	 
	Address:	Randgold Resources Limited 

3rd Floor, Unity Chambers 

28 Halkett Street 

St Helier 

Jersey JE2 4WJ	 
	 	 	 
	Fax:	01534 735 444	 
	 	 	 
	Tel:	01534 735 333	 
	 	 	 
	Email:	legal@randgoldresources.com	 
	 	 	 
	Attention:	Martin Welsh	 


 


Signature page to the Facility Agreement


 




     


     


    

 


	THE ARRANGERS	 
	 	 
	CITIBANK, N.A., LONDON BRANCH	 
	 	 	 
	By:	/s/ Thomas Lambourn	 
	 	 	 
	Name:	Thomas Lambourn	 
	 	Director	 


 


Signature page to the Facility Agreement


 




     


     


    

 


	HSBC SECURITIES (USA) INC.
      	 
	 	 
	By:	/s/
    Thomas T. Hou	 
	 	 	 
	Name:	Thomas T. Hou	 
	 	Managing Director	 





 


Signature page to the Facility Agreement


 




     


     


    




 


	THE FACILITY AGENT	 
	 	 
	HSBC BANK PLC	 
	 	 
	By:		 
	 	 	 
	Name:	 	 
	 	 	 
	Address:	Corporate Trust & Loan Agency, Level 28	 
	 	8 Canada Square	 
	 	London E14 5HQ	 
	 	 	 
	Fax:	+44 (0) 20 7991 4347	 
	 	 	 
	Attention:	Loan Agency Operations	 


 


Signature page to the Facility Agreement


 




     


     


    

 


	THE ORIGINAL LENDERS
	 
	BANK OF MONTREAL, LONDON BRANCH
	 
	By:	 /s/ Tom Woolgar	 	By:	 /s/ Jeff Couch
	 	 	 
	Name: 	Tom Woolgar	 	Name: 	Jeff Couch


 


	BARCLAYS BANK PLC	 	 
	 	 	 
	By: 	/s/ Odilon du Bouetiez	 	 
	 	 	 
	Name: Odilon du Bouetiez	 	 


 


	CANADIAN IMPERIAL BANK OF COMMERCE, LONDON BRANCH
	 
	By:	 /s/ Paul Weidemann	 	By:	 /s/ Sarah Heavey
	 	 	 
	Name: 	Paul Weidemann	 	Name: 	Sarah Heavey
	 	Executive Director	 	 	Managing Director


 


	CITIBANK, N.A. JERSEY BRANCH	 	 
	 	 	 
	By: 	/s/ Jitendra Pal	 	 
	 	 	 
	Name: 	Jitendra Pal	 	 
	 	Vice President	 	 


 


Signature page to the Facility Agreement


 




     


     


    

 


	HSBC BANK USA, N.A.	 	 
	 	 	 
	By: 	/s/ Thomas T.
    Hou	 	 
	 	 	 
	Name: 	Thomas T. Hou	 	 
	 	Managing Director	 	 
	 	 	 
	STANDARD CHARTERED BANK	 	 
	 	 	 
	By:	 /s/ S. Derrick	 	 
	 	 	 
	Name:	 S. Derrick	 	 
	 	 	 
	THE BANK OF NOVA SCOTIA	 	 
	 	 	 
	By: 	/s/ Rory McCarthy	 	By:	/s/ Sonya Bikhit
	 	 	 
	Name: 	Rory McCarthy	 	Name: 	Sonya Bikhit
	 	Director	 	 	Director


 


Signature page to the Facility Agreement