Common use of Exchange Rate Fluctuations Clause in Contracts

Exchange Rate Fluctuations. If, on the last day of any Fiscal Quarter or any LIBOR Interest Period , or on the maturity date of an outstanding Banker’s Acceptance (each a “Currency Test Date”), the amount of Outstanding Principal owed to any Lender is in excess of the Syndicated Commitment of such Lender and the amount of any funds on deposit or letter of credit or other assurance satisfactory to the Agent held for or by such Lender pursuant to this Section 4.2 (the amount of the excess being the “Currency Excess”), the Borrower shall, within 10 Business Days of the Currency Test Date, repay or otherwise reduce a portion of Borrowings owed to such Lender to the extent of the amount of such Currency Excess or provide satisfactory assurance of repayment thereof by depositing funds in an amount equal to the Currency Excess into a Cash Coverage Account with the Agent on behalf of the relevant Lender, to be dedicated to payment of Borrowings owed to the relevant Lender or provide satisfactory assurance of repayment thereof by way of letter of credit or otherwise as may be acceptable to such Lender, all to the satisfaction of the Agent. The Agent is hereby directed to apply any such sums on deposit to reduce the Currency Excess by applying such funds to satisfy obligations or liabilities of the Borrower under the Credit Facility to the relevant Lenders under the Loan Documents in respect of Bankers’ Acceptances (or BA Equivalent Loans made in lieu thereof) on their maturity or LIBOR Loans at the expiration of LIBOR Interest Periods, as applicable, or (subject to compliance with Sections 3.10(b) and 3.10(c), as applicable), at such earlier time as the Borrower elects. Upon the Currency Excess being eliminated by repayments or by virtue of subsequent changes in the exchange rate for determining the Equivalent Amount in US Dollars of Borrowings on a Currency Test Date, such funds on deposit, together with interest thereon, or letter of credit or other assurance shall be returned to the Borrower.

Exchange Rate Fluctuations. IfTo the extent that any Fees, Expenses or the VAT thereon are dependent on currencies other than RSA Rand, fluctuations in any applicable exchange rates shall not affect the Fees, Expenses or VAT thereon, unless such fluctuations are greater than 5% (five percent), in which instance the Parties agree to share any exchange rate gains or losses greater than 5% (five percent). Escalation of rates: Deloitte rates increase on an annual basis, typically in June or December of each year. Deloitte may on written notice to the Client increase the Fees on the last day date on which it typically increases its annual rates. Invoicing: Deloitte will invoice the Client from time to time for the Fees due in respect of the Services rendered. All Deloitte invoices are payable on presentation. Deloitte may, at its sole and absolute discretion, charge the Client interest on all due and unpaid invoices at the prime interest rate of its banker as published from time to time, which interest shall be compounded monthly in arrears. The Parties agree that payments may be effected by electronic transfer of funds or as otherwise agreed to between the Parties. The Deloitte banking details are set out on its invoices. All payments made or arising out of this Agreement shall be made free of bank exchange, commission and any Fiscal Quarter or any LIBOR Interest Period deductions, or on set-off to the maturity Party entitled to the payment. Each Party shall be responsible for the payment of its own taxes. Disputed or unpaid invoices: Should a dispute arise relating to any Fees, Expenses or VAT due to Deloitte: the Client must notify Deloitte of the disputed amount(s) and the reasons for the dispute in writing within 30 (thirty) days of the date of the disputed invoice, failing which the Client shall be deemed to have accepted the invoice as correct, due and payable; any undisputed amounts shall remain payable on presentation of the invoice; subject to 10.7.2 below, if the Client disputes and withholds payment of an outstanding Banker’s Acceptance (each a “Currency Test Date”), the amount of Outstanding Principal owed to any Lender is in excess of the Syndicated Commitment of such Lender and the amount 50% (fifty percent) of any funds on deposit or letter of credit or other assurance satisfactory invoice, Deloitte shall be entitled to suspend the Agent held for or by such Lender pursuant to this Section 4.2 (the amount rendering of the excess being Services until the “Currency Excess”), the Borrower shall, within 10 Business Days dispute is resolved and all outstanding amounts are paid to Deloitte; Any suspension of the Currency Test Date, repay Services as contemplated in 10.7.1.3 or otherwise reduce a portion of Borrowings owed to such Lender to the extent of the amount of such Currency Excess or provide satisfactory assurance of repayment thereof by depositing funds in an amount equal to the Currency Excess into a Cash Coverage Account with the Agent on behalf of the relevant Lender, to be dedicated to payment of Borrowings owed to the relevant Lender or provide satisfactory assurance of repayment thereof by way of letter of credit or otherwise as may be acceptable to such Lender, all to the satisfaction of the Agent. The Agent is hereby directed to apply any such sums on deposit to reduce the Currency Excess by applying such funds to satisfy obligations or liabilities of the Borrower under the Credit Facility to the relevant Lenders under the Loan Documents in respect of Bankers’ Acceptances (or BA Equivalent Loans made in lieu thereof) on their maturity or LIBOR Loans at the expiration of LIBOR Interest Periods, as applicable, or (subject to compliance with Sections 3.10(b) and 3.10(c), as applicable), at such earlier time as the Borrower elects. Upon the Currency Excess being eliminated by repayments or by virtue of subsequent changes in the exchange rate for determining the Equivalent Amount in US Dollars of Borrowings on a Currency Test Date, such funds on deposit, together with interest thereon, or letter of credit or other assurance 10.7.3 shall be returned applied to the Borrower.all performance milestone and

Exchange Rate Fluctuations. IfTo the extent that any Fees, Expenses or the VAT thereon are dependent on currencies other than Namibia Rand, fluctuations in any applicable exchange rates shall not affect the Fees, Expenses or VAT thereon, unless such fluctuations are greater than 5% (five percent), in which instance the Parties agree to share any exchange rate gains or losses greater than 5% (five percent). Escalation of rates: Deloitte rates increase on an annual basis, typically in June or December of each year. Deloitte may on written notice to the Client increase the Fees on the last day date on which it typically increases its annual rates. Invoicing: Deloitte will invoice the Client from time to time for the Fees due in respect of the Services rendered. All Deloitte invoices are payable on presentation. Deloitte may, at its sole and absolute discretion, charge the Client interest on all due and unpaid invoices at the prime interest rate of its banker as published from time to time, which interest shall be compounded monthly in arrears. The Parties agree that payments may be effected by electronic transfer of funds or as otherwise agreed to between the Parties. The Deloitte banking details are set out on its invoices. All payments made or arising out of this Agreement shall be made free of bank exchange, commission and any Fiscal Quarter or any LIBOR Interest Period deductions, or on set-off to the maturity Party entitled to the payment. Each Party shall be responsible for the payment of its own taxes. Disputed or unpaid invoices: Should a dispute arise relating to any Fees, Expenses or VAT due to Deloitte: the Client must notify Deloitte of the disputed amount(s) and the reasons for the dispute in writing within 30 (thirty) days of the date of the disputed invoice, failing which the Client shall be deemed to have accepted the invoice as correct, due and payable; any undisputed amounts shall remain payable on presentation of the invoice; subject to 10.7.2 below, if the Client disputes and withholds payment of an outstanding Banker’s Acceptance (each a “Currency Test Date”), the amount of Outstanding Principal owed to any Lender is in excess of the Syndicated Commitment of such Lender and the amount 50% (fifty per cent) of any funds on deposit or letter of credit or other assurance satisfactory invoice, Deloitte shall be entitled to suspend the Agent held for or by such Lender pursuant to this Section 4.2 (the amount rendering of the excess being Services until the “Currency Excess”)dispute is resolved and all outstanding amounts are paid to Deloitte; Any suspension of Services as contemplated in 10.7.1.3 or 10.7.3 shall be applied to all performance milestone and dates, the Borrower shall, within 10 Business Days such that all such milestones and dates shall be automatically extended by a period of the Currency Test Date, repay or otherwise reduce a portion of Borrowings owed to such Lender to the extent of the amount of such Currency Excess or provide satisfactory assurance of repayment thereof by depositing funds in an amount time equal to the Currency Excess into a Cash Coverage Account with the Agent on behalf period of the relevant Lendersuspension. Notwithstanding 10.7.2 above, Deloitte shall have the right to be dedicated to payment of Borrowings owed to halt or terminate entirely the relevant Lender Services during any period in which any Fees, Expenses or provide satisfactory assurance of repayment thereof by way of letter of credit or otherwise as may be acceptable to such Lender, all to the satisfaction of the Agent. The Agent is hereby directed to apply any such sums on deposit to reduce the Currency Excess by applying such funds to satisfy obligations or liabilities of the Borrower under the Credit Facility to the relevant Lenders under the Loan Documents in respect of Bankers’ Acceptances (or BA Equivalent Loans made in lieu thereof) on their maturity or LIBOR Loans at the expiration of LIBOR Interest Periods, as applicable, or (subject to compliance with Sections 3.10(b) and 3.10(c), as applicable), at such earlier time as the Borrower elects. Upon the Currency Excess being eliminated by repayments or by virtue of subsequent changes in the exchange rate for determining the Equivalent Amount in US Dollars of Borrowings on a Currency Test Date, such funds on deposit, together with interest thereon, or letter of credit or other assurance shall be returned to the Borrower.VAT are overdue but,