Net 1 UEPS Technologies, Inc.: Exhibit 10.92 - Filed by newsfilecorp.com






Exhibit 10.92 

GUARANTEE, CESSION AND PLEDGE 
AGREEMENT


between 

THE PARTIES LISTED IN ANNEXURE A 
(as Original
Cedents) 

and

K2018318388 (SOUTH AFRICA) (RF) PROPRIETARY LIMITED

(as Debt Guarantor) 

and

FIRSTRAND BANK LIMITED 
(ACTING THROUGH ITS RAND
MERCHANT BANK DIVISION)
(as Agent) 


 




TABLE OF CONTENTS 

	1
      	PARTIES
      	1
      
	2
      	INTERPRETATION
      	1
      
	3
      	GUARANTEE
      AND INDEMNITY 	5
      
	4
      	CESSION
      IN SECURITY AND PLEDGE 	9
      
	5
      	DURATION
      	10
      
	6
      	REPRESENTATIONS
      AND WARRANTIES BY THE CEDENTS 	10
      
	7
      	UNDERTAKINGS
      BY THE CEDENTS 	14
      
	8
      	DIVIDENDS,
      VOTING AND CEDED RIGHTS 	17
      
	9
      	CONTINUING
      COVERING SECURITY 	18
      
	10
      	PERFECTION
      AND DELIVERY OF DOCUMENTS 	18
      
	11
      	ACKNOWLEDGMENT
      OF PLEDGE 	20
      
	12
      	RIGHTS
      OF THE CEDENTS BEFORE AN EVENT OF DEFAULT 	21
      
	13
      	ENFORCEMENT
      	22
      
	14
      	APPROPRIATION
      OF PROCEEDS 	24
      
	15
      	POWER
      OF ATTORNEY 	24
      
	16
      	FURTHER
      ASSURANCES 	24
      
	17
      	ADDITIONAL
      RIGHTS 	25
      
	18
      	WAIVER
      AND INDEMNITY 	25
      
	19
      	CEDENTS
      BOUND NOTWITHSTANDING CERTAIN CIRCUMSTANCES 	26
      
	20
      	KEEPING,
      INSPECTION AND DELIVERY OF RECORDS 	26
      
	21
      	EXEMPTION
      FROM LIABILITY 	27
      
	22
      	CHANGES
      TO THE PARTIES 	27
      
	23
      	SEVERABILITY
      	27
      
	24
      	REMEDIES
      CUMULATIVE 	28
      
	25
      	MISCELLANEOUS
      MATTERS 	28
      
	26
      	NOTICES
      	29
      
	27
      	CALCULATION
      AND CERTIFICATES 	31
      
	28
      	PARTIAL
      INVALIDITY 	31
      
	29
      	REMEDIES
      AND WAIVERS 	32
      
	30
      	AMENDMENTS,
      WAIVERS AND EXTENSIONS 	32
      
	31
      	RENUNCIATION
      OF BENEFITS 	32
      
	32
      	COUNTERPARTS
      	32
      
	33
      	WAIVER
      OF IMMUNITY 	32
      
	34
      	SOLE
      AGREEMENT 	33
      
	35
      	NO
      IMPLIED TERMS 	33
      
	36
      	INDEPENDENT
      ADVICE 	33
      
	37
      	GOVERNING
      LAW 	33
      
	38
      	JURISDICTION
      	33
      






3 

ANNEXURES 

	Annexure A 	THE ORIGINAL
      CEDENTS 
	Annexure B 	SECURED PROPERTY 
	Annexure C 	FORM OF NOTICE - SHARES AND
      CLAIMS 
	Annexure D 	FORM OF ACKNOWLEDGEMENT - SHARES AND
  CLAIMS 
	Annexure E 	FORM OF NOTICE – BANK
  ACCOUNTS 
	Annexure F 	FORM OF ACKNOWLEDGEMENT – BANK ACCOUNTS
  
	Annexure G 	FORM OF NOTICE -
  INSURANCES 
	Annexure H 	FORM OF ACKNOWLEDGMENT - INSURANCES
  
	Annexure I 	FORM OF ACCESSION
  UNDERTAKING 






1 

	1 	
      PARTIES

	 	 
	1.1 	
      The Parties to this Agreement are
      –

	 	 
	1.1.1 	
      the Parties listed in Annexure A
      (as "Original Cedents" and each an "Original
  Cedent");

	 	 
	1.1.2 	
      K2018318388 (South Africa) (RF)
      Proprietary Limited, registration number 2018/318388/07 (as "Debt
      Guarantor"); and

	 	 
	1.1.3 	
      FirstRand Bank Limited (acting
      through its Rand Merchant Bank Division), registration number
      1929/001225/06 (as "Agent") as Agent on behalf of the Finance
      Parties.

	 	 
	1.2 	
      The Parties agree as set out
      below.

	 	 
	2 	
      INTERPRETATION

	 	 
	2.1 	
      Definitions

	 	 
		
      In this Agreement, including the
      recitals, capitalised terms used but not defined below shall have the
      meanings ascribed thereto in the Facility Agreement (as defined below) and
      the following expressions shall, except where the context otherwise
      requires, have the meanings assigned to them hereunder –

	 	 
	2.1.1 	
      "Accession Undertaking"
      means a document substantially in the form set out in Annexure I (Form
      of Accession Undertaking);

	 	 
	2.1.2 	
      "Additional Cedent" means
      any person who becomes a party to this Agreement including by entering
      into an Accession Undertaking;

	 	 
	2.1.3 	
      "Agreement" means this
      guarantee, cession and pledge agreement and its Annexures;

	 	 
	2.1.4 	
      "Bank Account(s)" means,
      in relation to each Cedent, any and all of its bank accounts maintained in
      South Africa from time to time, including, but not limited to, the bank
      account(s) listed in Part I Annexure B (Secured Property), and all
      amounts standing to the credit of those account(s) from time to
    time;

	 	 
	2.1.5 	
      "Borrower" means DNI-4PL
      Contracts Proprietary Limited, registration number 2005/040937/07, a
      private company duly incorporated in accordance with the laws of South
      Africa;

	 	 
	2.1.6 	
      "Ceded Rights" means in
      respect of each Cedent, all the Cedent's rights, title and interest, of
      any nature whatsoever, in and to the Secured Property, whether actual,
      prospective or contingent, direct or indirect, whether a claim for the
      payment of money (whether in respect of interest, principal or otherwise)
      or for the performance of any other obligation, including all rights to
      any Distributions made in respect of the Secured Property (or any of them), and whether or not the said
rights and interests were within the contemplation of the Parties as at the
Signature Date; 







2

	2.1.7 	
      "Cedent" means –
  

	  	
       

	2.1.7.1 	
      the Original Cedents; 

	  	
       

	2.1.7.2 	
      any Additional Cedent,


	  	
       

	  	
      and "Cedents" means all
      of them, as the context may require; 

	  	
       

	2.1.8 	
      "Claim(s)" means, in
      relation to each Cedent, each of its current and future claims of
      whatsoever nature against another person, from time to time, together with
      the benefit of any security interest given to the Cedent in respect of
      such a claim; 

	  	
       

	2.1.9 	
      "Facility Agreement"
      means the agreement concluded on or about the Signature Date between,
      amongst others, the Agent and the Borrower pursuant to which the Lender
      makes a revolving credit facility available to the Borrower; 

	  	
       

	2.1.10 	
      "Guaranteed Obligations"
      means all and any obligations of any nature whatsoever of the Borrower and
      each other Obligor to the Debt Guarantor under the Finance Documents
      (including the Counter-Indemnity Agreement), as well as the due and
      punctual payment and discharge of all amounts of any nature whatsoever
      which are due and payable, or which are scheduled or otherwise expressed,
      required or contracted to be paid or payable by the Borrower and each
      other Obligor to the Debt Guarantor under the Finance Documents (including
      the Counter-Indemnity Agreement); 

	  	
       

	2.1.11 	
      "Guarantors" mean,
      collectively – 

	  	
       

	2.1.11.1 	
      the Original Cedents (other than
      the Borrower); and 

	  	
       

	2.1.11.2 	
      any Additional Cedent,


	  	
       

	  	
      and "Guarantor" means any
      one of them, as the context may require; 

	  	
       

	2.1.12 	
      "Independent Auditor"
      means such independent auditor as may be agreed between the Parties, or
      failing agreement within five Business Days from the date of a request by
      either Party for such agreement, appointed by the Executive President for
      the time being of the South African Institute of Chartered Accountants;
      

	  	
       

	2.1.13 	
      "Insurances" means, in
      relation to each Cedent, any contract or policy of insurance and
      reinsurance taken out by it or on its behalf or under which it has a right
      to claim, from time to time; 

	  	
       

	2.1.14 	
      "Investments" includes,
      without limitation, any shares (other than any Shares), debentures, bonds,
      commercial paper, securities, collective investment scheme
  participations, certificates of deposit, and all warrants,
options and other rights to subscribe for or acquire any of those instruments
held by or for the benefit of each Cedent from time to time (whether directly by
or to the order of the Cedent, or by any security agent, nominee, fiduciary or
clearance system on its behalf); 







3

	2.1.15 	
      "Parties" means the
      parties to this Agreement and "Party" means any of them as the
      context may require;

	 	 
	2.1.16 	
      "Related Rights" means,
      in relation to the Secured Property –

	 	 
	2.1.16.1 	
      any monies and proceeds
      (including the proceeds of a disposal or other realisation) accrued or
      receivable in respect of all or part thereof;

	 	 
	2.1.16.2 	
      all rights and benefits in
      respect of any agreement for the disposal or other realisation
    thereof;

	 	 
	2.1.16.3 	
      all contracts, warranties,
      remedies, Security, indemnities and other undertakings in respect thereof;
      and

	 	 
	2.1.16.4 	
      any of the reversionary
      interests referred to in clause 6.22.3;

	 	 
	2.1.17 	
      "Relevant Company" means
      –

	 	 
	2.1.17.1 	
      the persons listed in Annexure B
      (Secured Property), Part II; and

	 	 
	2.1.17.2 	
      Material Subsidiary in which an
      Additional Cedent holds a direct interest;

	 	 
	2.1.18 	
      "Secured Obligations"
      means all present and future obligations and indebtedness of whatsoever
      nature and/or howsoever arising (whether actual or contingent and whether
      owed jointly or severally or in any other capacity whatsoever, including
      any liability to pay damages or pursuant to enrichment) which a Cedent may
      now or at any time hereafter owe or have towards the Debt Guarantor under
      or in connection with –

	 	 
	2.1.18.1 	
      this Agreement (including clause
      3(Guarantee and Indemnity); and

	 	 
	2.1.18.2 	
      the Finance Documents (including
      the Counter-Indemnity Agreement);

	 	 
	2.1.19 	
      "Secured Property" means,
      in relation to each Cedent, all of its –

	 	 
	2.1.19.1 	
      Bank Accounts;

	 	 
	2.1.19.2 	
      Claims;

	 	 
	2.1.19.3 	
      Insurances;

	 	 
	2.1.19.4 	
      Investments;

	 	 
	2.1.19.5 	
      Shares;

	 	 
	2.1.19.6 	
      Shareholder & Group
      Claims;







4

	2.1.19.7 	
      Trade Receivables; and


	  	
       

	2.1.19.8 	
      Related Rights, 

	  	
       

		
      together with all of the
      Cedent's rights, title and interests therein and thereto and claims
      against any person in respect thereof, of whatsoever nature and howsoever
      arising (whether actual, prospective or contingent, direct or indirect,
      arising under common law or statute, whether a claim for the payment of
      money or the performance of another obligation and whether or not those
      rights and interests were within the contemplation of the Parties at the
      Signature Date) and, in each case, any property forming part thereof;
    

	  	
       

	2.1.20 	
      "Shares" means, in
      relation to each Cedent, all of the shares and securities of which it is,
      including the following – 

	  	
       

	2.1.20.1 	
      all the shares of any class in
      the share capital of each Relevant Company; 

	  	
       

	2.1.20.2 	
      all other securities in the
      capital of each Relevant Company (including any capitalisation shares or
      bonus shares issued in respect of the shares referred to in clause
      2.1.20.1); and 

	  	
       

	2.1.20.3 	
      any securities issued in
      substitution or exchange for the securities in clauses 2.1.20.1 and
      2.1.20.2, 

	  	
       

		
      including all dividends (whether
      paid or unpaid), rights to dividends and voting rights in relation to
      those shares and securities; 

	  	
       

	2.1.21 	
      "Shareholder & Group
      Claims" means, in relation to each Cedent, all of its current and
      future claims of whatsoever nature against any Relevant Company, another
      member of the Group and any person in which it holds any Investment,
      whether in the form of shareholder loans, other intercompany loans, any
      other form of credit provided or otherwise, together with the benefit of
      any security interest given to the Cedent in respect of those claims;
    

	  	
       

	2.1.22 	
      "Short-Term Insurance
      Act" means the Short-Term Insurance Act No. 53 of 1998; 

	  	
       

	2.1.23 	
      "Signature Date" means
      the date of the signature of the Party last signing this Agreement; and
      

	  	
       

	2.1.24 	
      "Trade Receivables"
      means, in relation to the Cedent, all the book debts owed to the Cedent
      by, and all claims of the Cedent against, its trade debtors from time to
      time. 

	  	
       

	2.2 	
      Construction 

	  	
       

	2.2.1 	
      The provisions of clauses 2.2
      (Construction) and 2.3 (Third Party Rights) of the Facility
      Agreement are hereby incorporated by reference into and apply to this
      Agreement as though they were set out in full in this Agreement, except
      that any reference in those clauses to the Facility Agreement is to be construed as a
reference to this Agreement. 







5

	2.2.2 	
      This Agreement and the rights
      and obligations of the Parties under this Agreement shall in all respects
      be subject to the terms and conditions of the Facility Agreement and in
      the event of any conflict between the provisions of this Agreement and the
      Facility Agreement, the provisions of this Agreement shall
  prevail.

	 	 
	2.2.3 	
      If any amount paid to the Debt
      Guarantor under a Finance Documents is capable of being avoided or
      otherwise set aside on the liquidation, business rescue or administration
      of the payer or otherwise, then that amount will not be considered to have
      been irrevocably discharged for the purposes of this Agreement.

	 	 
	2.3 	
      Finance Parties' Rights and
      Obligations

	 	 
	2.3.1 	
      The obligations of the Finance
      Parties under this Agreement are separate and independent. Failure by a
      Finance Party to perform its obligations under this Agreement does not
      affect the obligations of any other Finance Party under this Agreement. No
      Finance Party is responsible for the obligations of any other Finance
      Party under this Agreement.

	 	 
	2.3.2 	
      The rights of the Finance
      Parties under or in connection with this Agreement are separate and
      independent rights and any debt arising under this Agreement to a Finance
      Party from the Borrower shall be a separate and independent
debt.

	 	 
	3 	
      GUARANTEE AND INDEMNITY

	 	 
	3.1 	
      Each Guarantor, as a principal
      obligor and not merely as a surety and on the basis of discrete
      obligations enforceable against it, irrevocably and unconditionally and
      jointly and severally –

	 	 
	3.1.1 	
      guarantee to the Debt Guarantor
      the punctual performance of the Guaranteed Obligations;

	 	 
	3.1.2 	
      undertake to the Debt Guarantor
      that whenever any Obligor does not pay any amount when due under or in
      connection with any Guaranteed Obligations, each of them shall immediately
      on demand by the Debt Guarantor pay that amount as if it was the principal
      obligor; and

	 	 
	3.1.3 	
      agrees with the Debt Guarantor
      that if any Guaranteed Obligation is or becomes unenforceable, invalid or
      illegal, it will, as an independent and primary obligation, indemnify the
      Debt Guarantor immediately on demand by the Debt Guarantor against any
      cost, loss or liability it incurs as a result of any Obligor not paying
      any amount which would, but for such unenforceability, invalidity or
      illegality, have been payable by it under any Guaranteed Obligation on the
      date when it would have been due (and the amount payable by either of them
      under this indemnity will not exceed the amount
it would have had to pay under this clause 3 if the amount
claimed had been recoverable on the basis of a guarantee). 







6

	3.2 	
      No Maximum Aggregate
      Liability 

	  	
       

	3.2.1 	
      Each Guarantor shall each be
      liable for, and the Debt Guarantor shall be entitled to, recover the full
      amount due by any Obligor under the Finance Documents. The Guarantee is an
      unlimited recourse guarantee and indemnity. 

	  	
       

	3.2.2 	
      Subject to clause 3.2.3, the
      Debt Guarantor is entitled to, at any time, apply for any execution,
      attachment, sequestration, distress or other legal process in respect of
      any asset of any Guarantor. 

	  	
       

	3.2.3 	
      Clause 3.2.2 will not prevent or
      restrict the Debt Guarantor from – 

	  	
       

	3.2.3.1 	
      exercising its rights of
      enforcement under this Agreement; 

	  	
       

	3.2.3.2 	
      proving or lodging a claim in
      the winding up or administration of a Cedent initiated by a party other
      than the Debt Guarantor; or 

	  	
       

	3.2.3.3 	
      taking any proceedings to obtain
      a declaration or similar judgment order as to the obligations or
      liabilities of a Cedent under this Agreement. 

	  	
       

	3.3 	
      Reinstatement 

	  	
       

		
      If any payment by any Obligor or
      any discharge, release or arrangement given under the Finance Documents is
      avoided or reduced for any reason (including as a result of insolvency,
      business rescue proceedings, liquidation, winding-up or otherwise), the
      liability of each Guarantor shall continue and the Debt Guarantor shall be
      entitled to recover the value or amount of that security or payment from
      the Guarantors as if the payment, discharge, avoidance or reduction had
      not occurred. 

	  	
       

	3.4 	
      Waiver of Defences
  

	  	
       

	3.4.1 	
      The obligations of the
      Guarantors under the Guarantee will not be affected by any act, omission,
      matter or thing which, but for this clause 3.4 or otherwise, would reduce,
      release or prejudice any of its obligations under the Guarantee (without
      limitation and whether or not known to it or the Debt Guarantor) including
      – 

	  	
       

	3.4.1.1 	
      any time, waiver or consent
      granted to, or composition with, any Obligor or other person; 

	  	
       

	3.4.1.2 	
      the release of any other Obligor
      or any other person under the terms of any composition or arrangement with
      any creditor of any Obligor or such other person; 

	  	
       

	3.4.1.3 	
      the taking, variation,
      compromise, exchange, renewal or release of, or refusal or neglect to
      perfect, execute, take up or enforce, any rights against, or security over
      assets of, any Obligor or other person or any non-presentation
or non-observance of any formality or other requirement in respect of any
instrument or any failure to realise the full value of any security; 







7

	3.4.1.4 	
      any legal limitation, incapacity
      or lack of power, authority or legal personality of or dissolution or
      change in the members or status of an Obligor or any other person;
  

	  	
       

	3.4.1.5 	
      any amendment, novation,
      supplement, extension, restatement (however fundamental and whether or not
      more onerous) or replacement of any Finance Document (or any other
      document or security); 

	  	
       

	3.4.1.6 	
      any irregularity,
      unenforceability, illegality, invalidity, suspension or cancellation of
      any obligation of any person under any Finance Document (or any other
      document or security); 

	  	
       

	3.4.1.7 	
      any insolvency, liquidation,
      winding-up, business rescue or similar proceedings (including receipt of
      any distribution made under or in connection with those proceedings); or
      

	  	
       

	3.4.1.8 	
      any other factor or circumstance
      arising on which the Cedents might otherwise be able to rely on a defence
      based on prescription or estoppel. 

	  	
       

	3.4.2 	
      The amounts to be paid by the
      Guarantors under the Guarantee shall be unaffected by any compromise of
      any claim that the Debt Guarantor may have against any Obligor, whether
      pursuant to the adoption of a business rescue plan or otherwise.


	  	
       

	3.4.3 	
      If any Finance Document is
      amended or varied in any manner whatsoever, the Guarantee shall apply in
      respect of such Finance Document as amended or varied. 

	  	
       

	3.5 	
      Deferral of Rights
  

	  	
       

		
      Until all amounts which may be or
      become payable by any Obligor under or in connection with the Guaranteed
      Obligations have been irrevocably paid in full and unless the Debt
      Guarantor otherwise directs, the Guarantors will not, without the prior
      written consent of the Debt Guarantor, exercise any rights which they may
      have by reason of performance by them of their obligations under the
      Guarantee or the Security Documents or by reason of any amount being
      payable, or liability arising, under this Agreement – 

	  	
       

	3.5.1 	
      to be indemnified by the
      Borrower or any other Obligor; 

	  	
       

	3.5.2 	
      to claim any contribution from
      any Obligor of or provider of Security for any of the Guaranteed
      Obligations; 

	  	
       

	3.5.3 	
      to take the benefit (in whole or
      in part and whether by way of subrogation, cession of action or otherwise)
      of any rights of the Debt Guarantor under the Guaranteed Obligations or of
      any other guarantee or Security taken pursuant to, or in connection with,
      the Guaranteed Obligations by the Debt Guarantor;








8

	3.5.4 	
      to bring legal or other
      proceedings for an order requiring any Obligor to make any payment, or
      perform any obligation, in respect of which a Cedent has given a
      guarantee, undertaking or indemnity under the Guarantee; 

	  	
       

	3.5.5 	
      to exercise any right of set-off
      against the Borrower; and/or 

	  	
       

	3.5.6 	
      to claim, rank, prove or vote as
      a creditor or shareholder of any Obligor in competition with the Debt
      Guarantor. 

	  	
       

	3.6 	
      Additional Security
  

	  	
       

		
      The Guarantee is in addition to
      and is not in any way prejudiced by any other guarantee or Security now or
      subsequently held by the Debt Guarantor. The rights of the Debt Guarantor
      hereunder are in addition to and not exclusive of those provided by law.
      

	 	
       

	3.7 	
      Remedies Cumulative
  

	  	
       

		
      The rights of the Debt Guarantor
      under the Guarantee may be exercised as often as necessary, and are
      cumulative and not exclusive of its rights under general law and may be
      waived only in writing and specifically. Any delay in exercising or
      non-exercise of any such rights shall not constitute a waiver of those
      rights. 

	  	
       

	3.8 	
      Continuing Guarantee
    

	  	
       

	  	
      The Guarantee – 

	  	
       

	3.8.1 	
      is a continuing guarantee and
      indemnity and will extend to the ultimate balance of sums payable by any
      Obligor under the Guaranteed Obligations; and 

	  	
       

	3.8.2 	
      shall remain in full force and
      effect, regardless of any intermediate payment or discharge of the
      Guaranteed Obligations or any fluctuation in or extension of any period
      whatsoever of the Guaranteed Obligations and shall terminate only upon the
      Discharge Date. 

	  	
       

	3.9 	
      Additional and Separate
      Guarantee 

	  	
       

		
      The Guarantee is in addition to,
      and without prejudice to, and shall not merge with, any other right,
      remedy, guarantee or Security which the Debt Guarantor may at any time
      hold for any of the Guaranteed Obligations. 

	  	
       

	3.10 	
      Immediate Recourse
  

	  	
       

		
      Each Guarantor waives any rights
      that it may have to first require the Debt Guarantor to make any demand of
      any other Obligors or any third party, to proceed against or claim payment
      from any other Obligors or any third party, to take action or obtain
      judgment in any court against any other Obligors or any third party, to
      make, file or prove any claim in the winding-up or dissolution of any
      other Obligors or any third party, or to enforce or
seek to enforce any guarantee or Security granted by any other
Obligors or any third party, before making payment under this Agreement. This
waiver applies irrespective of any law or any provision of the Finance Documents
to the contrary. 







9

	4 	
      CESSION IN SECURITY AND PLEDGE

	 	 
		
      As security for the due and punctual performance of the
      Secured Obligations, each Cedent has agreed to pledge its Shares and
      Investments and to cede in securitatem debiti all its other Secured
      Property to the Debt Guarantor, on the terms set out in this
    Agreement.

	 	 
	4.1 	
      Cession In Security and
      Pledge

	 	 
	4.1.1 	
      Subject to the provisions of
      clause 4.2 (Nature of Cession and Pledge), each Cedent hereby
      irrevocably and unconditionally –




	4.1.1.1 	
      cedes in securitatem debiti
      and pledges (as applicable) to the Debt Guarantor all its Secured
      Property, in each case individually and collectively with all the other
      Secured Property, with effect from the Signature Date; and

	 	 
	4.1.1.2 	
      is deemed to cede in
      securitatem debiti and pledge to the Debt Guarantor all Shares of
      which it becomes the owner from time to time or which may be issued or
      transferred to it in future, with effect from the date on which the Cedent
      acquires beneficial ownership thereof,

	 	 
		
      as continuing general covering
      security for the due, proper and timeous payment and performance in full
      of all the Secured Obligations, on the terms set out in this Agreement,
      which cession and pledge the Debt Guarantor accepts.

	 	 
	4.1.2 	
      The cession in securitatem
      debiti and pledge (as applicable) contemplated in 4.1.1 constitutes
      first ranking security in favour of the Debt Guarantor in that it ranks in
      preference and prior to any other current or future security.

	 	 
	4.2 	
      Nature of Cession and
      Pledge

	 	 
	4.2.1 	
      The cession and pledge
      contemplated by this Agreement is intended to operate as a cession and a
      pledge of each part and all of the Shares and the other Secured Property,
      individually and collectively.

	 	 
	4.2.2 	
      If, for any reason, any Security
      purported to be created under this Agreement is or becomes illegal,
      invalid or unenforceable in respect of some of the Shares or the Secured
      Property, the pledge of those Shares and the cession of that Secured
      Property shall be severed from this Agreement, and this Agreement and all
      the Security created over the remainder of the Secured Property shall
      continue in full force and effect.

	 	 
	4.2.3 	
      The cession contemplated by this
      Agreement operates as a security cession and
not as an outright cession and each Cedent retains bare ownership
(dominium) of its Secured Property, subject to the rights of the Debt
Guarantor as a secured creditor. 







10

	4.3 	
      Cedents remain liable to
      perform obligations

	 	 
		
      Notwithstanding any other
      provision of a Finance Document, the Cedents shall remain liable to
      perform all their duties and obligations, whether contractual or
      otherwise, in respect of each of their Secured Property and nothing in
      this Agreement or the exercise by a Finance Party of any right under a
      Finance Document shall constitute or be deemed to constitute a delegation
      to or acceptance by a Finance Party of any obligation of any Cedent or any
      other person.

	 	 
	5 	
      DURATION

	 	 
		
      This Agreement and the Security created pursuant to this
      Agreement –

	 	 
	5.1 	
      shall come into full force and
      effect on the Signature Date without any further action, consent or
      authority required from any person;

	 	 
	5.2 	
      unless expressly otherwise agreed
      by the Debt Guarantor in writing, shall not terminate before the Discharge
      Date; and

	 	 
	5.3 	
      shall remain of full force and
      effect, notwithstanding any intermediate discharge or settlement of, or
      temporary fluctuation in, the Guaranteed Obligations.

	 	 
	6 	
      REPRESENTATIONS AND WARRANTIES BY THE
    CEDENTS

	 	 
	6.1 	
      Each Cedent makes the
      representations and warranties set out in this clause 6 to each Finance
      Party, each warranty and representation is –

	 	 
	6.1.1 	
      is separate and
  distinct;

	 	 
	6.1.2 	
      is material;

	 	 
	6.1.3 	
      has induced the Finance Parties
      to enter into the Finance Documents; and

	 	 
	6.1.4 	
      is given, save where otherwise
      indicated, as at the Signature Date, and shall be deemed to have been
      repeated on each day between the Signature Date and the Discharge
    Date.

	 	 
	6.2 	
      Status

	 	 
	6.2.1 	
      It is a corporation, duly
      incorporated and validly existing under the laws of South Africa and will
      maintain its corporate existence.

	 	 
	6.2.2 	
      It has the power to own its
      assets and carry on its business as it is being conducted.







11

	6.3 	
      Binding
  Obligations

	 	 
	6.3.1 	
      The obligations expressed to be
      assumed by it in each Finance Document to which it is a party are legal,
      valid, binding and enforceable obligations. 

	 	 
	6.3.2 	
      Without limiting the generality
      of clause 6.3.1, each Security Document to which it is a party creates the
      security interests which that Security Document purports to create and
      those security interests are valid and effective. 

	 	 
	6.4 	
      Non-Conflict with other
      Obligations 

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


	 	 
	6.4.1 	
      any law or regulation applicable
      to it; 

	 	 
	6.4.2 	
      its or any of its Subsidiaries'
      constitutional documents; or 

	 	 
	6.4.3 	
      any agreement or instrument
      binding upon it or any of its Subsidiaries' assets or constitute a default
      or termination event (however described) under any such agreement or
      instrument. 

	 	 
	6.5 	
      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.
      

	 	 
	6.6 	
      Validity and Admissibility in
      Evidence 

	 	 
	6.6.1 	
      All Authorisations and any other
      acts, conditions or things required or desirable – 

	 	 
	6.6.1.1 	
      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 

	 	 
	6.6.1.2 	
      to make the Finance Documents to
      which it is a party admissible in evidence in South Africa, have been
      obtained, effected, done, fulfilled or performed and are in full force and
      effect. 

	 	 
	6.6.2 	
      All Authorisations necessary for
      the conduct of the business, trade and ordinary activities by each member
      of the Group have been obtained or effected and are in full force and
      effect. 

	 	 
	6.7 	
      Governing Law and
      Enforcement 

	 	 
		
      The choice of South African law
      as the governing law of each Finance Document will be recognised and
      enforced in its jurisdiction of incorporation. 







12

	6.8 	
      Insolvency and Financial
      Distress 

	 	 
	6.8.1 	
      No – 

	  	
       

	6.8.1.1 	
      corporate action, legal
      proceeding or other procedure or step described in clause 22.9
      (Insolvency) of the Facility Agreement; or 

	  	
       

	6.8.1.2 	
      creditors' process described in
      clause 23.8 (Creditors' Process) of the Facility Agreement, 

      has
        been taken or, to the knowledge of the Cedent threatened in relation to a
        member of the Group and none of the circumstances contemplated in clause
        22.9 (Insolvency of the Facility Agreement applies to a member of
      the Group. 




	6.8.2 	
      It is not Financially Distressed
      (as defined in the Companies Act).

	 	 
	6.9 	
      Deduction of Tax

	 	 
		
      It is not required to make any
      Tax Deduction from any payment it may make under any Finance
    Document.

	 	 
	6.10 	
      No Default

	 	 
	6.10.1 	
      No Event of Default is
      continuing or might reasonably be expected to result from the making of
      any Utilisation or the entry into, the performance of, or any transaction
      contemplated by, any Finance Document.

	 	 
	6.10.2 	
      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, which are subject to or might
      result in a Material Adverse Change.

	 	 
	6.11 	
      No Misleading
      Information

	 	 
		
      All written information provided
      by it (including its advisers) to the Agent or the Debt Guarantor under or
      in connection with the Finance Documents was true, complete and accurate
      in all material respects as at the date it was provided and is not
      misleading in any respect.

	 	 
	6.12 	
      Financial
  Statements

	 	 
	6.12.1 	
      Its Financial Statements are
      prepared in accordance with IFRS consistently applied.

	 	 
	6.12.2 	
      There has been no material
      adverse change in its business or financial condition.

	 	 
	6.13 	
      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.







13

	6.14 	
      No Proceedings Pending or
      Threatened

	 	 
		
      No litigation, arbitration or
      administrative proceedings of or before any court, arbitral body or agency
      which, if adversely determined, might reasonably be expected to result in
      a Material Adverse Change has or have (to the best of its knowledge and
      belief) been started or threatened against it or any of its
      Subsidiaries.

	 	 
	6.15 	
      No Breach of
Laws

	 	 
	6.15.1 	
      It has not breached any law or
      regulation which breach has or is reasonably likely to result in a
      Material Adverse Change.

	 	 
	6.15.2 	
      No labour disputes are current
      or, to the best of its knowledge and belief (having made due and careful
      enquiry), threatened against it which have or are reasonably likely to
      result in a Material Adverse Change.

	 	 
	6.16 	
      No Immunity

	 	 
		
      In any proceedings taken in South
      Africa or in any other jurisdiction, it will not be entitled to claim for
      itself or any of its assets immunity from suit, execution, attachment or
      other legal process in relation to any Finance Document.

	 	 
	6.17 	
      Taxation

	 	 
	6.17.1 	
      It is not materially overdue in
      the filing of any Tax returns and it is not overdue in the payment of any
      amount in respect of any Taxes.

	 	 
	6.17.2 	
      No claims or investigations are
      being, or are reasonably likely to be, made or conducted against it with
      respect to Taxes.

	 	 
	6.18 	
      Anti-Corruption
  Law

	 	 
		
      It has conducted its businesses
      in compliance with applicable anti-corruption laws and has instituted and
      maintains as at the Signature Date policies and procedures designed to
      promote and achieve compliance with such laws.

	 	 
	6.19 	
      Security and Financial
      Indebtedness

	 	 
		
      Subject in each case to any
      registration specifically required by law, each Security Document validly
      creates the Security interest which is expressed to be created by that
      Security Document.

	 	 
	6.20 	
      Ranking

	 	 
		
      The Security has or will have the
      ranking in priority which it is expressed to have in the Security
      Documents and it is not subject to any prior ranking or pari passu
      ranking Security.







14

	6.21 	
      Ownership

	 	 
		
      It is the sole, absolute, legal
      and, where applicable, beneficial owner of the respective assets over
      which it purports to grant Security free from any claims, third party
      rights or competing interests other than Security permitted under clause
      22.8 (Negative Pledge) of the Facility Agreement.

	 	 
	6.22 	
      Shares

	 	 
	6.22.1 	
      The Shares and the shares of
      each Obligor are fully paid and not subject to any option to purchase or
      similar rights.

	 	 
	6.22.2 	
      There are no agreements in force
      which provide for the issue or allotment of, or grant any person the right
      to call for the issue or allotment of, any share or loan capital of each
      Obligor (including any option or right of pre-emption or
    conversion).

	 	 
	6.22.3 	
      No part of the Shares and the
      shares of each Obligor has been pledged, ceded (either outright or as
      security), discounted, factored, mortgaged under notarial bond or
      otherwise, or otherwise disposed of or hypothecated, nor is it subject to
      any other right or claim in favour of any person (including any rights of
      pre-emption) which would apply on enforcement by the Debt Guarantor of its
      rights under this Agreement. If any of the Shares and the shares of each
      Obligor is subject to any Security in breach of this representation and
      warranty then, without prejudice to any other rights that the Debt
      Guarantor may have, any reversionary or other interests the Cedent may
      have in the said Shares are also ceded in securitatem debiti and
      pledged to the Debt Guarantor.

	 	 
	6.23 	
      No Adverse
    Consequences

	 	 
		
      It is not necessary under the
      laws of its jurisdiction of incorporation -

	 	 
	6.23.1 	
      in order to enable the Debt
      Guarantor to enforce its rights under any Finance Document; or

	 	 
	6.23.2 	
      by reason of the execution of
      any Finance Document or the performance by it of its obligations under any
      Finance Document,



that the Debt Guarantor should be
licensed, qualified or otherwise entitled to carry on business in such
jurisdiction. 

	6.24 	
      Repetition

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







15

	7 	
      UNDERTAKINGS BY THE
CEDENTS

	 	 
	7.1 	
      General

	 	 
		
      The Cedents are bound by the
      undertakings set out in this clause 7 relating to it. The undertakings in
      this clause 7 remain in force from the Signature Date until the Discharge
      Date.

	 	 
	7.2 	
      Negative Pledge

	 	 
	7.2.1 	
      No Cedent shall grant any
      further Security over any Secured Property or dispose of its Secured
      Property in any manner without the express prior consent of the Debt
      Guarantor, which consent shall not be unreasonably withheld.

	 	 
	7.2.2 	
      Each Cedent shall at all times
      keep its Secured Property free of judicial attachments and other
      Security.

	 	 
	7.3 	
      Preservation of Secured
      Property

	 	 
	7.3.1 	
      Each Cedent undertakes
  –

	 	 
	7.3.1.1 	
      to the extent reasonably
      possible, that it shall not permit any depreciation of the value of, or a
      variation of rights relating to, the Secured Property or any of them to
      occur;




	7.3.1.2 	
      not to do any wilful act or
      suffer any wilful omission, or wilfully permit any other person to do any
      act or suffer any omission, which will have or may be calculated to have
      the effect of materially diminishing or adversely affecting the rights of
      the Debt Guarantor hereunder or the value or effectiveness of the security
      conferred by the cession in securitatem debiti and pledge of the
      Ceded Rights in terms of this Agreement;

	 	 
	7.3.1.3 	
      to take all appropriate steps
      required from time to time for the care, preservation and protection of
      the Secured Property and the rights of the Debt Guarantor under this
      Agreement; and

	 	 
	7.3.1.4 	
      timeously to comply in full with
      all its obligations in respect of the Secured Property, from time to
      time.

	 	 
	7.3.2 	
      The Cedent waives for the
      benefit of the Debt Guarantor any and all rights it may have in respect of
      the Secured Property which conflict with or which may restrict the rights
      of the Debt Guarantor under this Agreement.

	 	 
	7.4 	
      Insurances: Notice under the
      Short-Term Insurance Act

	 	 
	7.4.1 	
      Each Cedent confirms, in respect
      of all Insurances required to be maintained by it under this Agreement,
      that it is aware and fully appraised of the following choices it has under
      section 43 of the Short-Term Insurance Act –







16

	7.4.1.1 	
      a choice of entering into a new
      policy contract, making available an existing policy contract or using a
      combination of those options; 

	  	
       

	7.4.1.2 	
      a choice as to the identity of
      the insurer (if a new policy contract is to be entered into) and the
      person (if any) who is to render services as intermediary in connection
      with the transaction; and 

	  	
       

	7.4.1.3 	
      subject to the provisions of
      this Agreement, a choice as to whether or not the value of the relevant
      policy contracts will exceed the value of the interests of the Debt
      Guarantor. 

	  	
       

	7.4.2 	
      This clause 7.4.2 constitutes
      written notification to each Cedent of its rights under section 43 of the
      Short-term Insurance Act. Regardless of the sequence in which the Finance
      Documents are executed, no benefits under any policy contract made
      available to the Debt Guarantor under a Finance Document shall accrue to
      the Debt Guarantor before the Signature Date. 

	  	
       

	7.4.3 	
      Each Cedent confirms that it
      exercised its freedom of choice under section 43 of the Short-Term
      Insurance Act and that it was not subject to any coercion or inducement as
      to the manner in which that freedom of choice was exercised. 

	  	
       

	7.5 	
      Shares and Investments
    

	  	
       

		
      Except with the express prior
      written consent of the Debt Guarantor or as otherwise contemplated in the
      Finance Documents, no Cedent shall allow any alteration to the authorised
      or issued share capital (including the issue of any new shares) of any
      Relevant Company. 

	  	
       

	7.6 	
      Further Undertakings
    

	  	
       

	  	
      Each Cedent undertakes and agrees
      – 

	  	
       

	7.6.1 	
      in respect of the Ceded Rights
      for which the Cedent may hold promissory notes, bills of exchange, cheques
      or other liquid documents, not to pledge or otherwise encumber such
      promissory notes, bills of exchange, cheques or other liquid documents;
      

	  	
       

	7.6.2 	
      not to exercise any or all
      rights in respect of the Secured Property and/or the Ceded Rights which it
      may have which will be in conflict with the rights of the Debt Guarantor
      in terms of this Agreement; 

	  	
       

	7.6.3 	
      to sign all other documents
      which the Debt Guarantor may require in order to give effect to this
      Agreement; 

	  	
       

	7.6.4 	
      from time to time, and within
      three Business Days of written demand by the Debt Guarantor, to make such
      entries in or endorsements on its records relating to this Agreement as
      the Debt Guarantor may reasonably require; 







17

	7.6.5 	
      that it may not cede, assign,
      transfer or pledge or in any other manner encumber or deal with the
      Secured Property and/or the Ceded Rights without the prior written consent
      of the Debt Guarantor, save with the prior written consent of the Agent
      and the Debt Guarantor; 

	  	
       

	7.6.6 	
      to allow the Debt Guarantor
      and/or its duly authorised representatives, upon reasonable written notice
      by the Debt Guarantor, such reasonable rights of access to and right of
      inspection of such of its books, records and financial information as the
      Debt Guarantor may from time to time reasonably require for purposes of
      ascertaining or verifying any information with regard to the Secured
      Property and/or Ceded Rights; and 

	  	
       

	7.6.7 	
      upon the occurrence of an Event
      of Default which is continuing, it will forthwith pay over to the Debt
      Guarantor any interest, dividend or other benefits of any nature accrued
      and/or received in respect of the Secured Property and/or the Ceded Rights
      on and after the date of occurrence of such Event of Default, by
      depositing the same into a nominated account as the Debt Guarantor may
      from time to time direct in writing. 

	  	
       

	7.7 	
      Amounts received on account of
      Secured Property 

	  	
       

		
      If an Event of Default has
      occurred and is continuing, the Cedent shall forthwith pay and transfer to
      the Debt Guarantor or its order, and place it in possession of, all cash
      and other assets received in respect of the Secured Property in discharge
      of the Guaranteed Obligations. 

	  	
       

	8 	
      DIVIDENDS, VOTING AND CEDED RIGHTS 

	  	
       

	8.1 	
      Notwithstanding that the rights
      to receive all and any amounts (including without limitation dividends)
      payable in respect of the Ceded Rights and the Secured Property and to
      vote in respect of the Ceded Rights and the Secured Property, as well as
      all other rights, title and interest in and to the Ceded Rights and the
      Secured Property, are ceded in securitatem debiti and
      pledged to the Debt Guarantor under and in terms of this Agreement, each
      Cedent shall be entitled, subject to the provisions of the Finance
      Documents and clause 13.2 (Enforcement) to – 

	  	
       

	8.1.1 	
      exercise all rights (including
      voting rights) in respect of the Secured Property; and 

	  	
       

	8.1.2 	
      collect and receive and retain,
      in its own name, all Distributions and other amounts payable in respect of
      the Ceded Rights and the Secured Property, 

	  	
       

		
      until the occurrence of an Event
      of Default which is continuing entitling the Debt Guarantor to exercise
      its rights under this Agreement on account of the Secured Property and the
      Ceded Rights, in which event the Cedent's rights under and in terms of
      this clause 8 in relation to the Secured Property and Ceded Rights shall
      automatically terminate, provided that in the event of the remedy of such circumstances (if
capable of remedy) to the satisfaction of the Debt Guarantor, the Cedent's
rights under and in terms of this clause 8 shall be reinstated upon receipt of
written notice to that effect from the Debt Guarantor. 







18

	9 	
      CONTINUING COVERING SECURITY

	 	 
		
      The obligations of each Cedent as contemplated in this
      Agreement are irrevocable and shall operate as continuing covering
      security for the Cedent's obligations under and in terms of the Secured
      Obligations, and shall, unless otherwise agreed in writing by the Parties,
      continue to be of full force and effect until the Discharge Date
      notwithstanding –

	 	 
	9.1 	
      any intermediate discharge or
      settlement of, or fluctuation in the Cedent's obligations arising under or
      in connection with the Secured Obligations in which event the cession and
      pledge contained in this Agreement shall operate as security for any
      indebtedness of the Cedent, subsequently arising in favour of the Debt
      Guarantor;

	 	 
	9.2 	
      the Cedent's legal disability
      and/or any variation or amendment of or addition to or deletion from or
      cancellation or termination of any agreement giving rise to any of the
      rights of the Debt Guarantor against the Cedent;

	 	 
	9.3 	
      any latitude, indulgence or
      extension of time which may be allowed or shown by the Debt
    Guarantor;

	 	 
	9.4 	
      the receipt by the Debt Guarantor
      of any dividend or benefit in any insolvency, liquidation, business rescue
      proceedings or any compromise or composition whether in terms of any
      statutory enforcement or the common law; and/or

	 	 
	9.5 	
      the release by the Debt
      Guarantor, in whole or in part, of any security and/or the release of the
      Cedent from some, but not all, of the applicable Secured
    Obligations.

	 	 
	10 	
      PERFECTION AND DELIVERY OF DOCUMENTS

	 	 
	10.1 	
      General

	 	 
		
      The documents set out in this
      clause 10 shall be delivered to the Agent as follows –

	 	 
	10.1.1 	
      in the case of each Original
      Cedent, by no later than the Longstop Date;

	 	 
	10.1.2 	
      in respect of an Additional
      Cedent, as soon as reasonably no later than five Business Days after that
      Additional Cedent accedes to this Agreement; and

	 	 
	10.1.3 	
      in respect of Secured Property
      subsequently acquired by any Cedent or otherwise arising before the
      Discharge Date, as soon as reasonably possible after that property becomes
      Secured Property.

	 	 
	10.2 	
      Shares and Shareholder &
      Group Claims

	 	 
	10.2.1 	
      Each Cedent shall deliver to the
      Agent in respect of all the Shares and Shareholder
& Group Claims –







19

	10.2.1.1 	
      to the extent that the
      applicable Relevant Company is not a Party, a copy of a notice by the
      Cedent to such Relevant Company of the cession and pledge under this
      Agreement, together with an acknowledgement of that notice signed by that
      Relevant Company, in each case substantially in the forms set out in
      Annexure C (Form of Notice – Shares and Claims) and Annexure D
      (Form of Acknowledgment – Shares and Claims), respectively;
      

	  	
       

	10.2.1.2 	
      the original share certificates
      in respect of those Shares; 

	  	
       

	10.2.1.3 	
      securities transfer forms in
      respect of those Shares, undated and duly signed by the Cedent as
      transferor and left blank as to transferee; and 

	  	
       

	10.2.1.4 	
      if required, written waivers or
      consents as required by all the other shareholders of the Relevant Company
      in terms of which, inter alia, each such shareholder waives any and
      all pre-emptive or similar rights which that shareholder may have in
      respect of any disposal or transfer of the Shares pursuant to an
      enforcement by the Debt Guarantor of its rights and remedies under and in
      terms of this Agreement, to the Agent's satisfaction. 

	  	
       

	10.2.2 	
      The Cedents shall deliver to
      Agent any other documents relating to the Pledged Shares and/or the Ceded
      Rights for which any Finance Party may at any time reasonably call, which
      documents shall be delivered to the Agent within a reasonable period, as
      agreed with the Agent, and failing such agreement, within five Business
      Days. 

	  	
       

	10.2.3 	
      The conclusion of this Agreement
      by any Relevant Company shall be sufficient notice and acknowledgement of
      the cession and pledge by the relevant Cedent of its Shares and Related
      Rights in such Relevant Company. 

	  	
       

	10.3 	
      Bank Accounts 

	  	
       

		
      Each Cedent shall deliver to the
      Agent, in respect of each of the Bank Accounts it maintains, a copy of a
      notice to the relevant account banks of the cession and pledge of its Bank
      Accounts and related Secured Property under this Agreement, together with
      an acknowledgement of that notice signed by each of those banks, in each
      case substantially in the form of Annexure E (Form of Notice – Banks
      Accounts) and Annexure F (Form of Acknowledgment – Bank
      Accounts). 

	  	
       

	10.4 	
      Insurances 

	  	
       

	  	
      Each Cedent shall deliver to the
      Agent in respect of all its Insurances – 

	  	
       

	10.4.1 	
      a copy of the relevant contract
      or policy of insurance; 

	  	
       

	10.4.2 	
      in respect of each of the
      Insurances, a copy of a notice to the relevant insurer of the
  cession and pledge of its Insurances and related Secured
Property under this Agreement, together with an acknowledgement of that notice
signed by each of those insurers, in each case substantially in the form of
Annexure G (Form of Notice - Insurances) and Annexure H (Form of
Acknowledgment - Insurances) along with evidence reasonably satisfactory to
the Agent that its insurer (or its insurance broker) has noted the interests of
the Debt Guarantor on the relevant insurance policies. 







20

	10.5 	
      Other requirements
  

	  	
       

	10.5.1 	
      Each Cedent shall deliver to the
      Agent, by no later than the Longstop Date, a list of the Secured Property
      detailed below as at the date of that request, which list shall be
      certified true and correct by a director of the Cedent and shall describe
      each part of the following Secured Property in reasonable detail, and
      shall in particular – 

	  	
       

	10.5.1.1 	
      in respect of its Trade
      Receivables and Claims, set out a description of each claim which
      constitutes a Trade Receivable or Claim, the name of the debtor, the
      amount owing by each debtor and the due date for payment of that amount;
      

	  	
       

	10.5.1.2 	
      in respect of its Bank Accounts,
      set out the name of the bank, the account number and the latest available
      balance of monies standing to the credit or debit of that account; and
    

	  	
       

	10.5.1.3 	
      in respect of its Investments,
      set out a description of each Investment and the current value or balance
      of each such Investment. 

	  	
       

	10.5.2 	
      If any Secured Property, or part
      thereof, is evidenced by a document, or when any Cedent holds security for
      any obligation owed to it in respect of Secured Property and that security
      is evidenced by a document, such Cedent shall, at the request of the Debt
      Guarantor, deliver a certified copy of that document to the Debt Guarantor
      within five Business Days of request therefor. 

	  	
       

	10.6 	
      The Agent may retain possession
      of all documents delivered to it under this clause 10 and deal with them
      in accordance with the Finance Documents until the Discharge Date, after
      which they shall be returned to the relevant Cedent as soon as reasonably
      possible. 

	  	
       

	10.7 	
      Each Cedent shall deliver to the
      Agent any other documents relating to the Secured Property and/or Ceded
      Rights for which any Finance Party may at any time reasonably call, which
      documents shall be delivered to Agent within such period as may be agreed
      between the Agent and the relevant Cedent, and failing such agreement,
      within five Business Days of written demand by the Agent. 

	  	
       

	11 	
      ACKNOWLEDGMENT OF PLEDGE 

	  	
       

	  	
      Each Cedent hereby – 







21

	11.1 	
      to the extent that the shares
      held by any other Cedent in it are pledged under this Agreement;
  and

	 	 
	11.2 	
      in the event of the Debt
      Guarantor exercising its rights under this Agreement, 

      irrevocably and
  unconditionally undertakes to –

	 	 
	11.2.1 	
      give effect thereto and to
      perform its obligations in relation to the Pledged Shares and/or Ceded
      Rights to and in favour of the Debt Guarantor; and

	 	 
	11.2.2 	
      recognise any person to whom the
      Pledged Shares and/or Ceded Rights are to be transferred and approve the
      transfer to that person.

	 	 
	12 	
      RIGHTS OF THE CEDENTS BEFORE AN EVENT OF
      DEFAULT

	 	 
	12.1 	
      Unless an Event of Default has
      occurred and is continuing, each Cedent is entitled, at its own cost, to
      –

	 	 
	12.1.1 	
      enforce and receive payment for,
      delivery of or performance in respect of all amounts or obligations owing
      in respect of the Secured Property in the ordinary course of business and,
      subject to the Finance Documents, to appropriate amounts so recovered to
      its own use, including any dividends or other benefits in respect of its
      Shares and Investments;

	 	 
	12.1.2 	
      receive notice of every general
      meeting of shareholders of a Relevant Company or another company in which
      it holds an Investment (provided that each such notice are to be forwarded
      to the Debt Guarantor as if it were a shareholder of the Relevant Company
      or such other company where such documents do, or are reasonably likely
      to, affect the interests of the Debt Guarantor); and

	 	 
	12.1.3 	
      attend every general meeting of
      the shareholders of a Relevant Company or another company in which it
      holds an Investment, and exercise all the votes attaching to the Shares
      and Investments at such meetings (provided that it will not exercise those
      votes in a manner which is reasonably likely to (a) be materially
      prejudicial to the validity or enforceability of this Agreement; (b)
      materially impair the value of any Shares or Investments; or (c) be
      otherwise materially prejudicial to the Debt Guarantor).

	 	 
	12.2 	
      If an Event of Default has
      occurred and is continuing, all rights, powers and privileges attaching to
      the Secured Property, including, but not limited to those set out in
      clause 12.1, shall vest in the Debt Guarantor with the power to exercise
      them either in its own name or in the name of any Cedent or, if the Debt
      Guarantor so directs upon the occurrence of an Event of Default that has
      occurred and which is continuing, the applicable Cedent shall exercise the
      Debt Guarantor's rights, powers and privileges in its own name and to the
      greatest extent permitted by applicable law.







22

	13 	
      ENFORCEMENT

	 	
       

	13.1 	
      Rights of the Debt
      Guarantor

	 	
       

		
      Upon the occurrence of an Event
      of Default which is continuing –

	 	
       

	13.1.1 	
      the Debt Guarantor shall be
      entitled to pursue any remedy available to it in law including, but not
      limited to, any one of the forms of relief set out in clauses 13.1.2 to
      13.2 inclusive;

	 	
       

	13.1.2 	
      the Debt Guarantor may, in its
      discretion, effect transfer of the Secured Property (or any of them)
      and/or an outright cession of the Ceded Rights (or any of them) into the
      Debt Guarantor's own name (or the name of its nominee(s)), with the
      intention to do so not as beneficial owner but as a temporary repository
      pending disposal of such Secured Property and/or Ceded Rights or pending
      the realisation of the applicable Secured Property and/or Ceded Rights or
      the underlying value thereof, in pursuance of the pledge and cession
      recorded in this Agreement, whether in terms of clauses 13.1.3 or
      13.1.4;

	 	
       

	13.1.3 	
      whether or not the Debt
      Guarantor has effected transfer of the Secured Property (or any of them)
      and/or an outright cession of the Ceded Rights (or any of them) in terms
      of clause 13.1.2, it may elect to effect transfer of the applicable
      Secured Property and/or an outright cession of the applicable Ceded Rights
      into its name (or the name of its nominee(s)) as beneficial owner(s), to
      the extent permitted in law, in which event a fair market value of the
      Secured Property and/or Ceded Rights, as the case may be, at the time the
      election is made, shall be agreed in writing between the Parties. Failing
      written agreement as to the applicable fair market value within five
      Business Days of the Debt Guarantor's aforesaid election, the fair market
      value of the applicable Secured Property and/or Ceded Rights, as the case
      may be, will be determined by an Independent Auditor, which Independent
      Auditor shall act as an expert and not as an arbitrator. Any amount by
      which the fair market value of the Secured Property and/or Ceded Rights
      (determined in accordance with this clause 13.1.3) exceeds the amounts
      owing by the Cedents to the Debt Guarantor in respect of the Guaranteed
      Obligations shall be paid by the Debt Guarantor to the Cedents within five
      Business Days of the agreement as to, or the determination of, the fair
      market value therefor, provided that the Cedent shall be liable for any
      shortfall in respect of such amounts. The Cedents shall be responsible for
      and shall pay such Independent Auditor's charges for determining the fair
      market value for the Secured Property and/or the Ceded Rights, as the case
      may be. If the Debt Guarantor shall have paid the Independent Auditor, the
      same shall be recoverable from the Cedent on demand;

	 	
       

	13.1.4 	
      without first obtaining an order
      of court, the Debt Guarantor shall, to the extent permitted in law, be
      entitled to –







23

	13.1.4.1 	
      exercise all the rights, powers
      and privileges attaching to the Secured Property and/or the Ceded Rights
      (or any of them); 

	  	
       

	13.1.4.2 	
      sell, assign, transfer or
      otherwise dispose of or realise the Secured Property and/or the Ceded
      Rights (or any of them), or to realise the underlying value of the Secured
      Property and/or the Ceded Rights (or any of them) in such manner by public
      auction or by private treaty and on such terms as may appear to it most
      expedient; 

	  	
       

	13.1.4.3 	
      institute legal proceedings
      which it may deem necessary in connection with the Secured Property and/or
      the Ceded Rights (or any of them); 

	  	
       

	13.1.4.4 	
      give good, valid and sufficient
      receipts and discharges for the purchase price or proceeds of the Secured
      Property and/or the Ceded Rights (or any of them) or the proceeds of any
      underlying assets; 

	  	
       

	13.1.4.5 	
      effect transfer of the Secured
      Property (or any of them) and/or convey valid title in the Ceded Rights
      (or any of them) on behalf of the Cedent, including by using the power of
      attorney granted to the Debt Guarantor in terms of clause 15 (Power
      of Attorney). 

	  	
       

	13.2 	
      The Parties agree that upon the
      occurrence of an Event of Default which is continuing, the Debt Guarantor
      shall be entitled to exercise the rights (including, if applicable, the
      voting rights) attaching to the Secured Property, and/or to receive all
      Distributions payable in respect of the Secured Property. 

	  	
       

	13.3 	
      Notwithstanding anything to the
      contrary contained in this Agreement, the Debt Guarantor shall not be
      obliged to take any particular steps to collect or otherwise enforce its
      rights in respect of any of the Secured Property and/or the Ceded Rights.
      

	  	
       

	13.4 	
      Undertakings by the Cedents in
      respect of Realisation 

	  	
       

		
      On the Debt Guarantor taking any
      action under clause 13.1 (Rights of the Debt Guarantor), or
      otherwise as required by the Debt Guarantor if an Event of Default has
      occurred and is continuing, each Cedent shall on demand by the Debt
      Guarantor — 

	  	
       

	13.4.1 	
      give written notice to all
      persons required by the Debt Guarantor that payment for, delivery of or
      performance in respect of the relevant, Secured Property shall be made to
      the Debt Guarantor and that payment, delivery or performance to the
      relevant Cedent or to anyone else will not constitute valid payment,
      delivery or performance, and the Debt Guarantor shall be entitled to do
      likewise. The Cedent shall on demand by the Debt Guarantor provide proof
      that such notification has been duly given; 

	  	
       

	13.4.2 	
      refuse to accept any payment,
      delivery, or performance tendered in respect of any of the Secured
      Property and order that such payment, delivery or performance be tendered
      to the Debt Guarantor; 







24

	13.4.3 	
      forthwith pay over or deliver to
      the Debt Guarantor any interest, dividend, negotiable instruments or other
      monetary benefits of any nature accrued or received in respect of the
      Secured Property after the date of an Event of Default by depositing the
      same into any bank account in South Africa nominated by the Debt
      Guarantor; 

	  	
       

	13.4.4 	
      deliver to the Debt Guarantor
      any property which the Cedent acquires or which accrues to it in
      connection with the Secured Property; 

	  	
       

	13.4.5 	
      at its own cost, carry out any
      lawful directions the Debt Guarantor may give in regard to the realisation
      of the Secured Property and sign any document or do any other lawful act
      necessary to (a) vest the Secured Property in the Debt Guarantor; (b)
      enable any sale, purchase or other realisation or transfer of Secured
      Property, or (c) perfect and complete (to the extent necessary) the
      cession and pledge of any Secured Property under this Agreement.


	  	
       

	13.5 	
      No obligation on the Debt
      Guarantor 

	  	
       

		
      Notwithstanding anything to the
      contrary contained in this Agreement, the Debt Guarantor shall not be
      obliged to take any steps to preserve, protect, collect, recover or
      otherwise enforce its rights under or in respect of the Secured Property.
      

	  	
       

	14 	
      APPROPRIATION OF PROCEEDS 

	  	
       

		
      Subject to the Facility Agreement, the Debt Guarantor
      shall apply the net proceeds of all amounts received pursuant to the sale
      or other realisation of Secured Property or from the appropriation of cash
      amounts which constitute Secured Property under this Agreement (after
      deducting all properly evidenced costs and expenses incurred by the Debt
      Guarantor in relation to that sale or realisation) in reduction or
      discharge of the Secured Obligations in such order and in such manner as
      the Debt Guarantor deems fit. Any amount remaining thereafter shall be
      paid to the relevant Cedent within fifteen Business Days of the Discharge
      Date. 

	  	
       

	15 	
      POWER OF ATTORNEY 

	  	
       

		
      Each Cedent hereby irrevocably and severally appoints the
      Debt Guarantor and any of its delegates or sub-delegates to be its
      attorney to take any action which such Cedent is obliged to take under
      this Agreement but has failed to take. Each Cedent ratifies and confirms
      whatever any attorney does or purports to do pursuant to its appointment
      under this clause. 

	  	
       

	16 	
      FURTHER ASSURANCES 

	  	
       

		
      Each Cedent shall generally promptly do everything that
      may be reasonably required in order to comply with its obligations under
      this Agreement and as may otherwise be reasonably required by the Debt
      Guarantor for the purposes of and to give effect to this Agreement,
      failing which the Debt Guarantor may, to the extent possible, attend
      thereto on behalf of the relevant Cedent and recover on demand from such
      Cedent any expenses incurred in relation thereto. In particular, the Cedent shall
execute and do all such acts and things as the Debt Guarantor, in its reasonable
discretion, may require – 







25

	16.1 	
      to perfect or protect the
      Security created (or purported to be created) by this Agreement;

	 	 
	16.2 	
      to preserve or protect any of the
      rights of the Debt Guarantor under this Agreement;

	 	 
	16.3 	
      to enforce any Security created
      under this Agreement on or at any time after it becomes
  enforceable;

	 	 
	16.4 	
      for the exercise of any power,
      authority or discretion vested in the Debt Guarantor under this
      Agreement;

	 	 
	16.5 	
      to carry out the effect, intent
      and purpose of this Agreement,

	 	 
		
      in any such case, forthwith upon demand by the Debt
      Guarantor to the maximum extent permitted by law and at the expense of the
      Cedent.

	 	 
	17 	
      ADDITIONAL RIGHTS

	 	 
		
      The rights conferred on the Debt Guarantor by this
      Agreement are additional to and not in substitution for –

	 	 
	17.1 	
      any other rights the Debt
      Guarantor has, or may at any time in the future have, against any Cedent
      or any other person; and

	 	 
	17.2 	
      any other security held or
      hereafter to be held by the Debt Guarantor from any Cedent, or any other
      person, in connection with the Secured Obligations. The Debt Guarantor may
      release any security held by it without prejudice to its rights under this
      Agreement.

	 	 
	18 	
      WAIVER AND INDEMNITY

	 	 
		
      Each Cedent hereby –

	 	 
	18.1 	
      agrees that the Debt Guarantor
      shall not be responsible for any loss from the disposal or sale of the
      Secured Property and/or Ceded Rights and/or any of them, in accordance
      with the provisions of this Agreement howsoever arising, or for any
      reduction in the value of the Secured Property and/or Ceded Rights and/or
      any of them, unless such loss or reduction in value is occasioned by the
      wilful default and/or gross negligence of the Debt Guarantor;

	 	 
	18.2 	
      absolves the Debt Guarantor from
      all liability whatsoever should it fail to collect any dividends or other
      benefits (however named or described, without any exception) arising from
      or by virtue of the Secured Property and/or Ceded Rights and/or any of
      them, or should it fail to take up any rights issued or granted in
      relation to the Secured Property and/or Ceded Rights and/or any of them,
      or in any way fail or omit to protect its or any of the Cedent's interests
      relating to the Secured Property and/or Ceded Rights and/or any
  of them; and







26

	18.3 	
      absolves and indemnifies the Debt
      Guarantor and its directors, officers, employees, representatives and
      advisers from and against any loss or damage (including any, consequential
      loss or damage) or otherwise, suffered by the Cedent arising from any
      cause in connection with this Agreement, whether the loss or damage
      results from contract, delict, negligence or any other cause and whether
      this Agreement has been terminated or not, save for any loss or damages
      arising as a result of the gross negligence, fraud or wilful misconduct of
      the Debt Guarantor or its directors, employees, representatives and
      advisers.

	 	 
	19 	
      CEDENTS BOUND NOTWITHSTANDING CERTAIN
      CIRCUMSTANCES

	 	 
	19.1 	
      Each Cedent agrees that on the
      Signature Date, it will be bound under this Agreement to the full extent
      hereof, despite the fact that –

	 	 
	19.1.1 	
      any additional security from the
      Cedent or any other person for the Secured Obligations may not be obtained
      or may be released or may cease to be held for any other reason;

	 	 
	19.1.2 	
      the Finance Parties may agree
      any variation or novation of the Finance Documents (including any
      amendment providing for the increase in the amount of a Facility or an
      additional facility);

	 	 
	19.1.3 	
      insolvency, administration,
      business rescue, reorganisation, arrangement, readjustment of debt,
      dissolution, liquidation or similar proceedings have been instituted by or
      against the Cedent or any other person;

	 	 
	19.1.4 	
      any Finance Party may receive a
      dividend or benefit in any insolvency, liquidation, business rescue or any
      compromise or composition, whether in terms of any statutory enforcement
      or the common law;

	 	 
	19.1.5 	
      the Debt Guarantor may grant any
      indulgences to the Cedent or may not exercise any one or more of its
      rights under the Finance Documents, either timeously or at all;
  or

	 	 
	19.1.6 	
      any other fact or circumstance
      may arise on which the Cedent might otherwise be able to rely on a defence
      based on prejudice, waiver or estoppel.

	 	 
	19.2 	
      If the Cedent suffers any loss
      arising from any of the facts, circumstances, acts or omissions referred
      to above, it will have no claim against any Finance Party in respect
      thereof.

	 	 
	20 	
      KEEPING, INSPECTION AND DELIVERY OF
  RECORDS

	 	 
	20.1 	
      Each Cedent shall at all times
      keep up to date records of the Secured Property and shall comply with any
      reasonable directions the Debt Guarantor may give in regard to the keeping
      of such records.







27

	20.2 	
      The Debt Guarantor or anyone
      authorised by the Debt Guarantor may at any time and on reasonable notice
      inspect any Cedent's books of account and other records relating to the
      Secured Property including books of account and records in the possession
      of a third party. 

	  	
       

	20.3 	
      If the Debt Guarantor at any time
      so requests, the appplicable Cedent shall at its own cost deliver to the
      Debt Guarantor or its order certified copies of any of the books and
      records referred to in clauses 20.1 and 20.2. 

	  	
       

	21 	
      EXEMPTION FROM LIABILITY 

	  	
       

		
      A Finance Party, its officers, trustees, agents,
      beneficiaries, employees and advisors shall not be liable for any loss or
      damage, whether direct, indirect, consequential or otherwise, suffered by
      any Cedent howsoever arising in connection with this Agreement, whether
      that loss or damage arises as a result of a breach of contract (whether
      total, fundamental or otherwise), delict or any other cause and whether
      this Agreement has been terminated or not, other than as a result of the
      gross negligence or wilful misconduct of that Finance Party. 

	  	
       

	22 	
      CHANGES TO THE PARTIES 

	  	
       

	22.1 	
      Transfers by the Debt
      Guarantor 

	  	
       

	22.1.1 	
      Subject to the Finance
      Documents, the Debt Guarantor may cede any of its rights and/or delegate
      any of its obligations under this Agreement to any person to whom it cedes
      any of its rights and/or delegates any of its obligations under the
      Finance Documents. The Cedents agree to co-operate and take all such steps
      as the Debt Guarantor may reasonably request to give effect to any such
      cession or delegation. 

	  	
       

	22.1.2 	
      The Cedents agrees to any
      splitting of claims which may arise from such a cession. 

	  	
       

	22.2 	
      Transfers by the Cedents
      

	  	
       

		
      No Cedent may cede any of its
      rights nor delegate any of its obligations under this Agreement.


	  	
       

	23 	
      SEVERABILITY 

	  	
       

		
      Each term of this Agreement, whether forming an entire
      clause or only part of a clause, is divisible and severable from all the
      other terms (regardless of the manner in which they may be linked together
      or grouped grammatically). If a term or provision of this Agreement is or
      becomes illegal, invalid or unenforceable in any respect in any
      jurisdiction, that will not affect – 

	  	
       

	23.1 	
      the legality, validity or
      enforceability in that jurisdiction of any other term or provision of this
      Agreement which shall remain in full force and effect, and such illegal,
      invalid or unenforceable term or provision shall be severed from this
      Agreement; or 







28

	23.2 	
      the legality, validity or
      enforceability in other jurisdictions of that or any other term of this
      Agreement,

	 	 
		
      and in particular, the Debt Guarantor shall be entitled
      to deal with its rights in respect of the Secured Property in such manner
      as is sanctioned or approved in terms of a court order or as is otherwise
      legally permissible.

	 	 
	24 	
      REMEDIES CUMULATIVE

	 	 
		
      The rights of the Debt Guarantor under this Agreement may
      be exercised as often as necessary and are cumulative and not exclusive of
      its rights under general law or under any other Finance
Document.

	 	 
	25 	
      MISCELLANEOUS MATTERS

	 	 
	25.1 	
      Rights and
  Remedies

	 	 
	25.1.1 	
      No failure to exercise, nor any
      delay in exercising any right or remedy under this Agreement shall operate
      as a waiver, nor shall any single or partial exercise of any right or
      remedy prevent any further or other exercise or the exercise of any other
      right or remedy. The rights and remedies of the Debt Guarantor under this
      Agreement –

	 	 
	25.1.1.1 	
      are cumulative and not exclusive
      of its rights under general law;

	 	 
	25.1.1.2 	
      may be exercised as often as the
      Debt Guarantor requires; and

	 	 
	25.1.1.3 	
      may be waived only in
      writing.

	 	 
	25.1.2 	
      Delay in the exercise or
      non-exercise of any right or remedy of the Debt Guarantor under this
      Agreement is not a waiver of that right.

	 	 
	25.2 	
      Amendment Costs

	 	 
	25.2.1 	
      If any Cedent requests an
      amendment, waiver or consent, such Cedent shall, within three Business
      Days of demand, reimburse the Debt Guarantor for the amount of all costs
      and expenses (including legal fees) reasonably incurred by the Debt
      Guarantor in responding to, evaluating, negotiating or complying with that
      request or requirement.

	 	 
	25.2.2 	
      If there is any change in law or
      any regulation which requires an amendment, waiver or consent under the
      Finance Documents, the Cedents shall, within three Business Days of
      demand, reimburse the Debt Guarantor for the amount of all costs and
      expenses (including legal fees) reasonably incurred by the Debt Guarantor
      in connection with evaluating, negotiating or complying with any such
      requirement.

	 	 
	25.3 	
      Set-Off

	 	 
		
      The Debt Guarantor may set off
      any matured obligation due from any Cedent under
the Finance Documents (to the extent beneficially owned by the Debt
Guarantor) against any matured obligation owed by the Debt Guarantor the Cedent,
regardless of the place of payment, booking branch or currency of either
obligation. If the obligations are in different currencies, the Debt Guarantor
may convert either obligation at a market rate of exchange in its usual course
of business for the purpose of the set-off. 







29

	26 	
      NOTICES

	 	 
	26.1 	
      Communications in
      Writing

	 	 
		
      Any communication to be made
      under or in connection with this Agreement shall be made in writing and,
      unless otherwise stated, may be made by fax or letter.

	 	 
	26.2 	
      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 this Agreement is –

	 	 
	26.2.1 	
      in the case of the Debt
      Guarantor –




	 	Physical address: 	3rd Floor, 200 on Main 
	 	 	 
	 	  	Corner of Main and Bowwood Roads 
	 	 	 
	 	  	Claremont 
	 	 	 
	 	  	7708 
	 	 	 
	 	Fax number: 	xxx 
	 	 	 
	 	Email address: 	xxx 
	 	 	 
	 	Attention: 	Managing Director; 



	26.2.2 	
      in the case of the Agent
  –




	 	Physical address: 	14th Floor, 1 Merchant Place 
	 	 	 
	 	  	1 Fredman Drive 
	 	 	 
	 		Sandton  
	 	 	 
	 	  	2196 
	 	 	 
	 	Fax number: 	xxx 
	 	 	 
	 	Email address: 	xxx 
	 	 	 
	 	Attention: 	Theresa Rheeder; 



	26.2.3 	
      in the case of each Cedent, that
      set out opposite its name in Part I of Annexure A (The
    Cedents),

	 	 
		
      or any substitute address or fax
      number or department or officer as the Party may notify to the Agent (or
      the Agent may notify to the other Parties, if a change is made by the
      Agent) by not less than five Business Days'
notice.







30

	26.3 	
      Domicilia


	  	
       

	26.3.1 	
      Each of the Parties chooses its
      physical address provided under or in connection with clause 26.2 as its
      domicilium citandi et executandi at which documents in legal
      proceedings in connection with this Agreement may be served. 

	  	
       

	26.3.2 	
      Any Party may by written notice
      to the other Parties change its domicilium from time to time to
      another address, not being a post office box or a poste restante, in South
      Africa, provided that any such change shall only be effective on the
      fourteenth day after deemed receipt of the notice by the other Parties
      pursuant to clause 26.4. 

	  	
       

	26.4 	
      Delivery 

	  	
       

	26.4.1 	
      Any communication or document
      made or delivered by one person to another under or in connection with
      this Agreement will – 

	  	
       

	26.4.1.1 	
      if by way of email, be deemed to
      have been received on the date of transmission; 

	  	
       

	26.4.1.2 	
      if by way of fax, be deemed to
      have been received on the first Business Day following the date of
      transmission provided that the fax is received in legible form; 

	  	
       

	26.4.1.3 	
      if delivered by hand, be deemed
      to have been received at the time of delivery; and 

	  	
       

		
      if by way of courier service, be
      deemed to have been received on the seventh Business Day following the
      date of such sending 

	  	
       

		
      and, if a particular department
      or officer is specified as part of its address details provided under
      clause 26.2 (Addresses) above, if addressed to that department or
      officer. 

	  	
       

	26.4.2 	
      Any communication or document to
      be made or delivered to a Finance Party will be effective only when
      actually received by that Finance Party and then only if it is expressly
      marked for the attention of the department or officer identified under
      clause 26.2 (Addresses) above (or any substitute department or
      officer as that Finance Party shall specify for this purpose). 

	  	
       

	26.4.3 	
      Any communication or document
      which becomes effective, in accordance with clauses 26.4.1.1 to 26.4.1.3
      above, after 17h00 in the place of receipt shall be deemed only to become
      effective on the following day. 

	  	
       

	26.5 	
      Electronic Communication
      

	  	
       

	26.5.1 	
      The Parties confirm that any
      communication to be made under or in connection with this Agreement may be
      made by electronic mail or other electronic means (including without
      limitation, by way of posting to a secure website). 

	  	
       

	26.5.2 	
      The Parties agree that –
  







31

	26.5.2.1 	
      they will notify the other
      Parties in writing of any information required to enable the transmission
      of information by electronic means; and 

	  	
       

	26.5.2.2 	
      they will notify the other
      Parties in writing of any change to their address or any other such
      information supplied by them by not less than five Business Days' notice.
      

	  	
       

	26.5.3 	
      Any electronic communication as
      specified in clause 26.5.1 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
      Agent only if it is addressed in such a manner as the Agent shall specify
      for this purpose. 

	  	
       

	26.5.4 	
      Any reference in this Agreement
      to a communication being sent or received shall be construed to include
      that communication being made available in accordance with this clause
      26.5. 

	  	
       

	26.6 	
      English Language


	  	
       

		
      Any notice or other document
      given under or in connection with any Finance Document must be in English.
      

	  	
       

	27 	
      CALCULATION AND CERTIFICATES 

	  	
       

	27.1 	
      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 the Finance Parties are
      prima facie evidence of the matters to which they relate.
      

	  	
       

	27.2 	
      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, prima facie evidence
      of the matters to which it relates. 

	  	
       

	27.3 	
      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
      365 days (irrespective of whether the year in question is a leap year).
      

	  	
       

	28 	
      PARTIAL INVALIDITY 

	  	
       

		
      If, at any time, any provision of this Agreement is or
      becomes illegal, invalid, unenforceable or inoperable in any respect under
      any law of any jurisdiction, neither the legality, validity,
      enforceability or operation of the remaining provisions nor the legality,
      validity, enforceability or operation of such provision under the law of any other
jurisdiction will in any way be affected or impaired. The term
"inoperable" in this clause 28 shall include, without limitation,
inoperable by way of suspension or cancellation. 







32

	29 	
      REMEDIES AND WAIVERS

	 	 
		
      No failure to exercise, nor any delay in exercising, on
      the part of the Debt Guarantor, any right or remedy under this Agreement
      shall operate as a waiver, nor shall any single or partial exercise of any
      right or remedy 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.

	 	 
	30 	
      AMENDMENTS, WAIVERS AND EXTENSIONS

	 	 
	30.1 	
      Any term of this Agreement may be
      amended or waived only with the consent of the Agent and the Cedent and
      any such amendment or waiver will be binding on all Parties.

	 	 
	30.2 	
      No amendment or waiver
      contemplated by this clause 30 shall be of any force or effect unless in
      writing and signed by or on behalf of the relevant Parties.

	 	 
	30.3 	
      No latitude, extension of time or
      other indulgence which may be given or allowed by any Party to any other
      Party in respect of the performance of any obligation hereunder or
      enforcement of any right arising from this Agreement and no single or
      partial exercise of any right by any Party shall under any circumstances
      be construed to be an implied consent by such Party or operate as a waiver
      or a novation of, or otherwise affect any of that Party's rights in terms
      of or arising from this Agreement or estop such Party from enforcing, at
      any time and without notice, strict and punctual compliance with each and
      every provision or term of this Agreement.

	 	 
	31 	
      RENUNCIATION OF BENEFITS

	 	 
		
      Each Cedent renounces, to the extent permitted under
      applicable law, the benefits of each of the legal exceptions of excussion,
      division, revision of accounts, no value received, errore calculi, non
      causa debiti, non numeratae pecuniae and cession of actions, and
      declares that it understands the meaning of each such legal exception and
      the effect of such renunciation.

	 	 
	32 	
      COUNTERPARTS

	 	 
		
      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.

	 	 
	33 	
      WAIVER OF IMMUNITY

	 	 
		
      Each Cedent irrevocably and unconditionally waives any
      right it may have to claim for itself or any of its assets immunity from
      suit, execution, attachment or other legal
process.







33

	34 	
      SOLE AGREEMENT

	 	 
		
      This Agreement constitute the sole record of the
      agreement between the Parties in regard to the subject matter
    thereof.

	 	 
	35 	
      NO IMPLIED TERMS

	 	 
		
      No Party shall be bound by any express or implied term,
      representation, warranty, promise or the like, not recorded in this
      Agreement in regard to the subject matter hereof.

	 	 
	36 	
      INDEPENDENT ADVICE

	 	 
		
      Each Cedent acknowledges that it has been free to secure
      independent legal and other advice as to the nature and effect of all of
      the provisions of this Agreement and that it has either taken such
      independent legal and other advice or dispensed with the necessity of
      doing so. Further, each Cedent acknowledges that all of the provisions of
      each Finance Document and the restrictions therein contained are part of
      the overall intention of the Parties in connection with this
    Agreement.

	 	 
	37 	
      GOVERNING LAW

	 	 
		
      This Agreement is governed by South African
law.

	 	 
	38 	
      JURISDICTION

	 	 
	38.1 	
      The Parties hereby irrevocably
      and unconditionally consent to the non-exclusive jurisdiction of the High
      Court of South Africa, Gauteng Division, (Johannesburg) (or any successor
      to that division) in regard to all matters arising from this Agreement
      (including a dispute relating to the existence, validity or termination of
      this Agreement).

	 	 
	38.2 	
      The Parties agree that the courts
      of South Africa are the most appropriate and convenient courts to settle
      disputes in relation to this Agreement and accordingly no Party will argue
      to the contrary.







SIGNED at Sandton on 28 June 2018 


	For and on behalf of 
	DNI-4PL CONTRACTS PROPRIETARY LIMITED
    
	 
	 
	/s/ A. J. Dunn
  
	Signature 
	 
	A. J. Dunn 
	Name of Signatory 
	 
	CEO 
	Designation of Signatory 







SIGNED at Cape Town on 07 June 2018 


	For and on behalf of 
	K2018318388 (SOUTH AFRICA) (RF)
      PROPRIETARY LIMITED 
	 
	 
	/s/ Rozanne
      Kamalie 
	Signature 
	 
	Rozanne Kamalie
  
	Name of Signatory 
	 
	Director 
	Designation of Signatory 







SIGNED at Sandton on 28 June 2018


	For and on behalf of 
	FIRSTRAND BANK LIMITED (ACTING 
	THROUGH ITS RAND MERCHANT BANK 
	DIVISION) 
	  
	  
	/s/ Robert Leon
  
	Signature 
	  
	Robert Leon 
	Name of Signatory 
	  
	Authorised 
	Designation of Signatory 
	  
	  
	  
	/s/ Jon Chowthee 
	Signature 
	  
	Jon Chowthee

	Name of Signatory 
	  
	Authorised 
	Designation of Signatory 







SIGNED at Sandton on 28 June 2018 


	For and on behalf of 
	DNI RETAIL PROPRIETARY LIMITED 
	  
	/s/ D. A. Smaldon
    
	Signature 
	  
	D. A. Smaldon
  
	Name of Signatory 
	  
	Director 
	Designation of Signatory 







SIGNED at Sandton on 28 June 2018 


	For and on behalf of 
	INTERNATIONAL TOWER 
	CORPORATION PROPRIETARY LIMITED 
	 
	/s/ D. A. Smaldon
    
	Signature 
	 
	D. A. Smaldon
  
	Name of Signatory 
	 
	Director 
	Designation of Signatory 







SIGNED at Sandton on 28 June 2018 


	For and on behalf of 
	THE STARTERPACK COMPANY 
	PROPRIETARY LIMITED 
	 
	/s/ D. A. Smaldon
    
	Signature 
	 
	D. A. Smaldon
  
	Name of Signatory 
	 
	Director 
	Designation of Signatory 







Annexure A 

THE ORIGINAL CEDENTS 


	 	NAME 	REGISTRATION NUMBER 	ADDRESSES 
	 1 	DNI 4PL
      Contracts Proprietary Limited 	2005/040937/07 	Physical address: 23/25 Commerce Crescent,
      Kramerville, 2031 
	 	 	 
    	Fax number: xxx 
	 	 	 
    	Email address: xxx / xxx 
	 	 	  	Attention: Dave Smaldon 
	 2 	DNI
      Retail Proprietary Limited 	2002/014708/07 	Physical address: 25 Commerce Crescent,
      Kramerville, Sandton, 
	 	 	 
    	2090 
	 	 	 
    	Email address: xxx / xxx 
	 	 	  	Attention: The Directors 
	3 	International Tower Corporation Proprietary Limited 	2015/421641/07 	Physical address: 25 Commerce Crescent,
      Kramerville, Sandton, 2090 
	 	 	 
    	Fax number: xxx 
	 	 	 
    	Email address: xxx 
	 	 	  	Attention: The Directors 
	 4 	The
      Starterpack Company Proprietary Limited 	2007/010809/07 	Physical address: No. 4 Monza Close, Kyalami
      Business Park 
	 	 	 
    	Email address: xxx / xxx 
	 	 	 
    	Attention: The Directors








Annexure B 

SECURED PROPERTY 

Part I – Bank Accounts 

	1 	
      DNI-4PL Contracts Proprietary Limited
–





	 	1.1 	Bank 	[•] 
	 	  	Account Name 	[•] 
	 	  	Account Number 	[•] 
	 	  	Branch Code 	[•] 
	 	1.2 	Bank 	[•] 
	 	  	Account Name 	[•] 
	 	  	Account Number 	[•] 
	 	  	Branch
      Code 	[•] 




	2 	
      DNI Retail Proprietary Limited
–





	 	2.1 	Bank 	[•] 
	 	  	Account Name 	[•] 
	 	  	Account Number 	[•] 
	 	  	Branch Code 	[•] 
	 	2.2 	Bank 	[•] 
	 	  	Account Name 	[•] 
	 	  	Account Number 	[•] 
	 	  	Branch
      Code 	[•] 




	3 	
      International Tower Corporation Proprietary Limited
    –





	 	3.1 	Bank 	[•] 
	 	  	Account Name 	[•] 
	 	  	Account Number 	[•] 
	 	  	Branch Code 	[•] 
	 	3.2 	Bank 	[•] 
	 	  	Account Name 	[•] 
	 	  	Account
      Number 	[•] 
	 	  	Branch
      Code 	[•] 









	4 	
      The Starterpack Company Proprietary Limited
  –





	 	4.1 	Bank 	[•] 
	 	  	Account Name 	[•] 
	 	  	Account Number 	[•] 
	 	  	Branch Code 	[•] 
	 	4.2 	Bank 	[•] 
	 	  	Account Name 	[•] 
	 	  	Account Number 	[•] 
	 	  	Branch
      Code 	[•] 



Part II – Relevant Company(ies) 


	 	  	NAME 	REGISTRATION NUMBER 
	 	1 	DNI Retail Proprietary Limited 	2002/014708/07 
	 	2 	International Tower Corporation Proprietary Limited
    	2015/421641/07 
	 	3 	The
      Starterpack Company Proprietary Limited 	2007/010809/07 







Annexure C 

FORM OF NOTICE - SHARES AND CLAIMS 

	To: 	[•] Proprietary Limited
      ("Company") 
	 	 
	From: 	[•] Proprietary Limited
      ("Cedent") 
	 	 
	Copy: 	FirstRand Bank Limited (acting through its
      Rand Merchant Bank division) as Agent ("RMB") 
	 	 
	And: 	K2018318388 (South Africa) (RF) Proprietary
      Limited ("Debt Guarantor") 
	 	 
	Date: 	[•] 


Dear Sirs 

Cession and Pledge in Security concluded on or about
[•] between the Cedent and the Debt Guarantor ("Cession
& Pledge") 

	4 	
      We refer to the Cession & Pledge (a copy of which is
      attached for your records).

	 	 
	5 	
      Terms and expressions defined in the Cession & Pledge
      have the same meaning where used in this letter.

	 	 
	6 	
      The Cedent hereby gives the Company notice of the
      following —

	 	 
	6.1 	
      the Cedent has ceded in
      securitatem debiti and pledged to the Debt Guarantor all its Ceded
      Rights and Pledged Shares ("Pledged Shares and Claims");
  and

	 	 
	6.2 	
      with effect from the date on
      which the Debt Guarantor notifies you in writing that an Event of Default
      is continuing, and thereafter until otherwise notified by the Debt
      Guarantor, you must make all payments to be made to the Cedent in respect
      of the Pledged Shares and Claims direct to the Debt Guarantor by payment
      into any bank account nominated by the Debt Guarantor in
writing.

	 	 
	7 	
      The instructions in this letter may not be revoked or
      amended without the prior written consent of the Debt Guarantor.

	 	 
	8 	
      This letter is governed by the laws of South
    Africa.

	 	 
	9 	
      Please send the attached acknowledgement confirming your
      agreement to the above to the Agent at [insert email address of the
      Agent], with a copy to ourselves and the Debt
  Guarnator.



Yours faithfully 


	 
	For and on behalf of 
	 
	[•] PROPRIETARY LIMITED 
	 
	who warrants that he/she is duly authorised hereto
  







Annexure D 

FORM OF ACKNOWLEDGEMENT - SHARES AND CLAIMS 

	To: 	FirstRand Bank Limited (acting through its
      Rand Merchant Bank division) as Agent ("RMB") 
	 	 
	Copy: 	K2018318388 (South Africa) (RF) Proprietary
      Limited ("Debt Guarantor") 
	 	 
	And: 	[•] Proprietary Limited
      ("Cedent") 
	 	 
	From: 	[•] Proprietary Limited
      ("Company") 
	 	 
	Date: 	[•] 


Dear Sirs 

Acknowledgement of Cession and Pledge 

	1 	
      We refer to the notice of cession and pledge dated
      [•] 2018 ("Security Notice"), attaching a
      copy of a written cession and pledge in security given by the Cedent in
      favour of the Debt Guarantor ("Cession & Pledge").

	 	 
	2 	
      Terms and expressions defined in the Security Notice have
      the same meaning where used in this letter.

	 	 
	3 	
      The Company acknowledges receipt of the Security Notice
      and hereby irrevocably and unconditionally confirms its consent to, and
      acknowledges and agrees to the terms and conditions thereof.

	 	 
	4 	
      In the event of you exercising your rights under the
      Cession & Pledge, the Company irrevocably and unconditionally
      undertakes to –

	 	 
	4.1 	
      give effect thereto and to
      perform our obligations in relation to the Pledged Shares and Claims to
      and in favour of the Debt Guarantor; and

	 	 
	4.2 	
      recognise any person to whom the
      Pledged Shares and Claims are to be transferred and approve the transfer
      to that person.



Yours faithfully 


	 
	For and on behalf of 
	 
	[•] PROPRIETARY LIMITED 
	 
	who warrants that he/she is duly authorised hereto
  







Annexure E 

FORM OF NOTICE – BANK ACCOUNTS 

	To: 	[insert name of
      bank] 
	 	 
	From: 	[•] Proprietary Limited
      ("Cedent") 
	 	 
	Copy: 	FirstRand Bank Limited (acting through its
      Rand Merchant Bank division) as Agent ("RMB") 
	 	 
	And: 	K2018318388 (South Africa) (RF) Proprietary
      Limited ("Debt Guarantor") 
	 	 
	Date: 	[•] 


Dear Sirs 

Guarantee, Cession and Pledge Agreement, dated
[•] by, inter alia, the Cedents and the
Debt Guarantor ("Cession and Pledge") 

	1 	
      We refer to the Cession and Pledge (a copy of which is
      attached for your records). Terms and expressions defined in the Cession
      and Pledge have the same meaning where used in this letter.

	 	 
	2 	
      This letter constitutes notice to you that under the
      Cession and Pledge, the Cedent has ceded or will cede in securitatem
      debiti, in favour of the Debt Guarantor, inter alia, all of its
      rights and interests in and to the Bank Accounts that it maintains with
      you at any of your branches in South Africa (including all its claims in
      respect of amounts standing to the credit of those bank accounts from time
      to time). This includes, without limitation, cash amounts standing to the
      credit of the Cedent in –




	 	Account holder: 	[•] 
	 	 	 
	 	Account number: 	[•] 
	 	 	 
	 	Branch code: 	[•]




	3 	
      The Cedent hereby irrevocably instructs and authorises
      you, in relation to the Bank Accounts it holds with you, to disclose to
      the Finance Parties any information relating to any such Bank Account
      requested from you by any Finance Party.

	 	 
	4 	
      The Cedent hereby irrevocably instructs and authorises
      you, in relation to the Bank Accounts it holds with you, with effect from
      the date on which the Debt Guarantor notifies you in writing that an Event
      of Default has occurred and is continuing, and thereafter until otherwise
      notified by the Debt Guarantor, to –

	 	 
	4.1 	
      comply with the terms of any
      written notice or instruction relating to any such Bank Account received
      by you from the Debt Guarantor;

	 	 
	4.2 	
      hold all sums standing to the
      credit of any such Bank Account to the order of the Debt
  Guarantor;

	 	 
	4.3 	
      pay or release any sum standing
      to the credit of any such Bank Account in accordance with the written
      instructions of the Debt Guarantor; and

	 	 
	4.4 	
      pay all sums received by you for
      the account of the Cedent to the credit of its applicable Bank Account
      with you.

	 	 
	5 	
      We acknowledge that you may comply with the instructions
      in this letter without any further permission from us and without any
      enquiry by you as to the justification for or validity of any request,
      notice or instruction.








	6 	
      The instructions in this letter may not be revoked or
      amended without the prior written consent of the Agent.

	 	 
	7 	
      This letter is governed by the laws of South
    Africa.

	 	 
	8 	
      Please send the attached acknowledgement confirming your
      agreement to the above to the Agent at [insert email address of the
      Agent], with a copy to ourselves



Yours faithfully 


	 
	For and on behalf of 
	 
	[•] PROPRIETARY LIMITED 
	 
	who warrants that he/she is duly authorised hereto
  







Annexure F 

FORM OF ACKNOWLEDGEMENT – BANK ACCOUNTS 

	To: 	FirstRand Bank Limited (acting through its
      Rand Merchant Bank division) Agent ("RMB") 
	 	 
	Copy: 	K2018318388 (South Africa) (RF) Proprietary
      Limited ("Debt Guarantor") 
	 	 
	And: 	[•] Proprietary Limited
      ("Cedent") 
	 	 
	From: 	[insert name of bank]
      ("Bank") 
	 	 
	Date: 	[•] 


Dear Sirs 

Acknowledgement of Cession and Pledge 

	1 	
      We acknowledge receipt of the notice of guarantee,
      cession and pledge dated [•] 2018 by, inter
      alia, [insert name of the Cedent] ("Cession and
      Pledge"), and acknowledge and agree to the terms and conditions
      thereof. 

	  	
       

	2 	
      Capitalised terms used in this letter have meaning
      ascribed thereto in the Cession and Pledge. 

	  	
       

	3 	
      We further acknowledge and hereby confirm that –
  

	  	
       

	3.1 	
      no other security cession has,
      according to our records, been noted in relation to the Bank Account;
    

	  	
       

	3.2 	
      we have noted the rights of the
      Debt Guarantor in terms of the Cession and Pledge in relation to the Bank
      Account; 

	  	
       

	3.3 	
      upon delivery of a written
      notification purportedly from the Debt Guarantor in terms of which the
      Debt Guarantor confirms that it has become entitled to enforce its rights
      under the Facility Agreement and/or the Cession and Pledge, we shall –
    

	  	
       

	3.3.1 	
      comply with the terms of any
      written notice or instruction relating to the Bank Account received from
      the Debt Guarantor; 

	  	
       

	3.3.2 	
      only permit withdrawals from the
      Bank Account with the prior written consent of the Debt Guarantor;
  

	  	
       

	3.3.3 	
      upon being called upon to do so
      by the Debt Guarantor, provide the Finance Parties with such information
      concerning the Bank Account as any Finance Party may from time to time
      require; and 

	  	
       

	3.3.4 	
      upon receipt of written request
      from the Debt Guarantor, sweep and pay all cash amounts at such time (and
      from time to time thereafter) standing to the credit of the Bank Account
      into such bank account of the Debt Guarantor as the Debt Guarantor may
      stipulate until the Debt Guarantor confirms in writing to us that the
      obligations secured by the Facility Agreement and/or the Cession and
      Pledge, have been fully and finally discharged. 

	  	
       

	4 	
      The person signing below on behalf of [insert name
      of Bank] warrants that they are duly authorised hereto.
  



Yours faithfully 



	 
	For and on behalf of 
	 
	[insert name of bank] 
	 
	who warrants that he/she is duly authorised hereto
  







Annexure G 

FORM OF NOTICE - INSURANCES 

	To: 	
      [insert name of insurer]
      ("Company") 

	 	 
	From: 	
      [•] Proprietary Limited
      ("Cedent") 

	 	 
	Copy: 	
      FirstRand Bank Limited (acting through its Rand
      Merchant Bank division) as Agent ("RMB") 

	 	 
	And: 	
      K2018318388 (South Africa) (RF) Proprietary Limited
      ("Debt Guarantor") 

	 	 
	Date: 	
      [•] 



Dear Sirs 

Guarantee, Cession and Pledge in Security concluded on or
about [•] between, amongst others, the Cedent and the Debt
Guarantor ("Cession and Pledge") 

	1 	
      We refer to the Cession and Pledge (a copy of which is
      attached for your records). 

	  	
       

	2 	
      In this letter — 

	  	
       

	2.1 	
      "Insurances" means any of
      the contracts or policies of insurance set out in Annexe A hereto;
  

	  	
       

	
      2.2 
	
      "Insurance Proceeds" means
      all proceeds of insurance payable to or received by us in respect of the
      Insurances, whether in respect of claims, by way of return of premium or
      otherwise, but excluding any third-party liability insurance and all
      amounts received or receivable under or in connection with third party
      liability insurance and required to settle a liability of the Cedent to a
      third party. 

	  	
       

	3 	
      Unless expressly defined in this letter, terms and
      expressions defined in the Cession and Pledge have the same meaning where
      used in this letter. 

	  	
       

	4 	
      This letter constitutes notice to you that under the
      Cession and Pledge, the Cedent has ceded in securitatem debiti in
      favour of the Debt Guarantor, inter alia, all of its rights and
      interests in and to the Insurances and the Insurance Proceeds. 

	  	
       

	5 	
      On behalf of the Cedent, we confirm that — 

	  	
       

	5.1 	
      the Cedent will remain liable
      under each such Insurance to perform all the obligations assumed by it
      under the Insurances; and 

	  	
       

	5.2 	
      none of the Finance Parties,
      their agents or any other person will at any time be under any obligation
      or liability to you under or in respect of any such Insurance. 

	  	
       

	6 	
      The Cedent will also remain entitled to exercise all of
      its rights under each such Insurance and you should continue to give
      notices under each such Insurance to the Cedent, unless and until you
      receive notice from the Debt Guarantor to the contrary, stating that an
      Event of Default has occurred and is continuing. In this event, unless the
      Debt Guarantor otherwise agrees in writing – 

	  	
       

	6.1 	
      all amounts payable to the Cedent
      under each such Insurance shall be paid to the Debt Guarantor; and
  

	  	
       

	6.2 	
      any rights of the Cedent in
      connection with those amounts will be exercisable by, and notices shall be
      given to, the Debt Guarantor or as it directs.









	7 	
      Please note that the Cedent has agreed that it will not
      amend or waive any term of or terminate any Insurance without the prior
      consent of the Agent.

	 	 
	8 	
      The instructions in this letter may not be revoked or
      amended without the prior written consent of the Agent.

	 	 
	9 	
      We acknowledge that you may comply with the instructions
      in this letter without any further permission from us or the Cedent and
      without any enquiry by you as to the justification for or validity of any
      request, notice or instruction.

	 	 
	10 	
      This letter is governed by the laws of South
    Africa.

	 	 
	11 	
      Please note on the relevant contracts the Debt Guarantor
      's interest as Loss Payee and as Debt Guarantor of those insurances and
      send to the Debt Guarantor with a copy to ourselves of the attached
      acknowledgement confirming your Agreement to the above and giving the
      further Undertakings set out in the
Acknowledgement.



Yours faithfully 


	 
	For and on behalf of 
	 
	[•] PROPRIETARY LIMITED 
	 
	who warrants that he/she is duly authorised hereto
  







Annexure H 

FORM OF ACKNOWLEDGMENT - INSURANCES 

	To: 	FirstRand Bank Limited (acting through its
      Rand Merchant Bank division) as Agent ("RMB") 
	 	 
	Copy: 	K2018318388 (South Africa) (RF) Proprietary
      Limited ("Debt Guarantor") 
	 	 
	And: 	[•] Proprietary Limited
      ("Cedent") 
	 	 
	From: 	[insert name of
      insurer] ("Company") 
	 	 
	Date: 	[•] 


Dear Sirs 

Acknowledgement of Cession and Pledge 

	12 	
      We hereby confirm that – 

	  	
       

	12.1 	
      we have received notification of
      the security cession specified in this letter; 

	  	
       

	12.2 	
      no other security cession has,
      according to our records, been noted in relation to the Insurances;
  

	  	
       

	12.3 	
      we have noted the rights of the
      Debt Guarantor in terms of the Agreement in relation to the Insurances;
      

	  	
       

	12.4 	
      upon delivery of a written
      notification purportedly from the Debt Guarantor in terms of which the the
      Debt Guarantor confirms that it has become entitled to enforce its rights
      under the Agreement, we shall – 

	  	
       

	12.4.1 	
      comply with the terms of any
      written notice or instruction relating to the Insurances received from the
      Debt Guarantor; and 

	  	
       

	12.4.2 	
      pay any amounts payable under
      the Insurances to the Debt Guarantor into such bank account specified by
      the Debt Guarantor. 

	  	
       

	13 	
      The person signing below on behalf of [insert name of
      Insurance Company] warrants that they are duly authorised hereto.
    



Yours faithfully 


	 
	For and on behalf of 
	 
	[insert name of insurer] 
	 
	who warrants that he/she is duly authorised hereto
  







Annexure I 

FORM OF ACCESSION UNDERTAKING 

	To: 	FirstRand Bank Limited (acting through its
      Rand Merchant Bank division) as Agent ("RMB") 
	 	 
	And: 	K2018318388 (South Africa) (RF) Proprietary
      Limited ("Debt Guarantor") 
	 	 
	From: 	[•] Proprietary Limited
      ("Company") 
	 	 
	Date: 	[•] 


Dear Sirs 

Guarantee, Cession and Pledge in Security dated
[•] 2018 ("Agreement") 

	15 	
      Terms defined in the Agreement have the same meaning in
      this Accession Undertaking unless given a different meaning
  herein.

	 	 
	16 	
      The Company agrees, with effect from the date of this
      Accession Undertaking, to become an Additional Cedent and to be bound by
      the terms of the Agreement as an Additional Cedent.

	 	 
	17 	
      With effect from the date of this Accession Undertaking
      the Agreement will be read and construed for all purposes as if the
      Additional Cedent has been an original party in the capacity as Original
      Cedent.

	 	 
	18 	
      The Company is a private company duly incorporated under
      the laws of [•].

	 	 
	19 	
      The Company's administrative details are as follows
    –




	 	Address: 	[•] 
	 	 	 
	 	Fax No: 	[•] 
	 	 	 
	 	Email Address: 	[•] 
	 	 	 
	 	Attention: 	[•]




	20 	
      This Accession Undertaking is a Finance
  Document.

	 	 
	21 	
      This Accession Undertaking may be executed in any number
      of counterparts. This has the same effect as if the signatures on the
      counterparts were on a single copy of this Accession
Undertaking.

	 	 
	22 	
      This Accession Undertaking and any non-contractual
      obligations arising out of or in connection with it are governed by South
      African law.





	 
	For and on behalf of 
	 
	[INSERT ACCEDING PARTY] 
	 
	who warrants that he/she is duly authorised hereto