Common use of Further Financing Clause in Contracts

Further Financing. 5.1 Unless otherwise agreed between the Shareholders in writing, neither Shareholder shall be obliged to give any guarantees or provide any security in respect of the funding obligations of Freegold. 5.2 Freegold’s future capital requirements shall be provided in the following manner: 5.2.1 out of Freegold’s own resources; or if this is not possible 5.2.2 by means of loans from financial institutions and other appropriate third parties secured by the assets of Freegold without security being provided by the Shareholders; or if this is not possible; 5.2.3 by means of loans by the Shareholders or, if so agreed between the Shareholders, by means of share capital, which shall be contributed (“the capital call contribution”) by the Shareholders pro rata to their shareholdings at that time; and 5.2.4 combinations of the above. 5.3 Where the Shareholders provide any capital by way of loans, including without limitation, the loans in respect of the Unsecured Claims on Loan Account, such loans (other than the ARM Term Loan and the Harmony Term Loan, the terms and conditions of which are contained in written agreements concluded between ARM and Freegold and Harmony and Freegold respectively) shall, unless otherwise agreed in writing between the Shareholders, be on the following terms and conditions: 5.3.1 such loans shall be interest bearing at the rate agreed between the Shareholders and Freegold from time to time and failing such agreement at the Prime Rate; 5.3.2 subject to the provisions of clause 9.1, such loans shall be repayable to the Shareholders pro rata to their then shareholding as and when the funds are available; 5.3.3 such loans shall in all other respects be on the terms and conditions applicable to the existing Unsecured Claims on Loan Account (if any) at the time in question. 5.4 Should a Shareholder (“the defaulting shareholder”) fail to fulfil any of its obligations in terms of and in accordance with clause 5.2.3, and should the defaulting shareholder remain in breach of those obligations for a period of 14 (fourteen) days after receipt of a written notice by the other Shareholder (“the complying shareholder) calling upon the defaulting shareholder to remedy such breach, the complying shareholder may, after it has remedied the default, in its sole discretion, elect to invoke the dilution procedure, in which event the provisions of clauses 4.8 to 4.15 (both inclusive) shall apply mutatis mutandis except that: 5.4.1 references to the second payment contribution shall be construed as references to the capital call contribution; and 5.4.2 the clawback option may be exercised in accordance with clause 4.13 within a period of 180 (one hundred and eighty) days. 5.5 Should the complying shareholder elect not to remedy the default of the defaulting shareholder and invoke the dilution procedure in accordance with clause 5.4, it may, in its sole discretion, elect to claim immediate repayment of the loan advanced by it to Freegold in terms of clause 5.2.3. 5.6 Should AngloGold claim any amount from Freegold in terms of the Sale of Business Agreement and should Freegold be unable to pay the amount out of its own resources then the Shareholders shall provide further capital by way of loans pro rata to their shareholdings at that time to Freegold in order to enable it to pay such amount to AngloGold. Unless otherwise agreed in writing between the Shareholders, the indebtedness of Freegold incurred in respect of such loans shall be on terms and conditions agreed between the Shareholders and the Board and, failing such agreement shall be on the terms and conditions applicable to the existing Unsecured Claims on Loan Account (if any) at the time in question. Should a Shareholder fail to fulfil any of its obligations in terms of this clause 5.6 the provisions of clause 5.4 shall apply mutatis mutandis. 5.7 The Shareholders agree that to the extent that any of them suffers any loss in relation to suretyships and indemnities given on behalf of Freegold, or loans made or credit given to Freegold pursuant to this Agreement, they shall compensate each other within 3 (three) days of a written demand to the extent and with the effect that such losses are borne in proportion to their then shareholdings in Freegold.

Further Financing. 5.1 Unless otherwise agreed between the Shareholders in writing, neither Shareholder shall be obliged to give any guarantees or provide any security in respect of the funding obligations of Freegold. 5.2 Freegold’s 's future capital requirements shall be provided in the following manner: 5.2.1 out of Freegold’s 's own resources; or if this is not possible 5.2.2 by means of loans from financial institutions and other appropriate third parties secured by the assets of Freegold without security being provided by the Shareholders; or if this is not possible; 5.2.3 by means of loans by the Shareholders or, if so agreed between the Shareholders, by means of share capital, which shall be contributed (“"the capital call contribution”") by the Shareholders pro rata to their shareholdings at that time; and 5.2.4 combinations of the above. 5.3 Where the Shareholders provide any capital by way of loans, including without limitation, the loans in respect of the Unsecured Claims on Loan Account, such loans (other than the ARM Term Loan and the Harmony Term Loan, the terms and conditions of which are contained in written agreements concluded between ARM and Freegold and Harmony and Freegold respectively) shall, unless otherwise agreed in writing between the Shareholders, be on the following terms and conditions: 5.3.1 such loans shall be interest bearing at the rate agreed between the Shareholders and Freegold from time to time and failing such agreement at the Prime Rate; 5.3.2 subject to the provisions of clause 9.1, such loans shall be repayable to the Shareholders pro rata to their then shareholding as and when the funds are available; 5.3.3 such loans shall in all other respects be on the terms and conditions applicable to the existing Unsecured Claims on Loan Account (if any) at the time in question. 5.4 Should a Shareholder (“"the defaulting shareholder”") fail fair to fulfil any of its obligations in terms of and in accordance with clause 5.2.3, and should the defaulting shareholder remain in breach of those obligations for a period of 14 (fourteen) days after receipt of a written notice by the other Shareholder (“"the complying shareholder") calling upon the defaulting shareholder to remedy such breach, the complying shareholder may, after it has remedied the default, in its sole discretion, elect to invoke the dilution procedure, in which event the provisions of clauses 4.8 to 4.15 (both inclusive) shall apply mutatis mutandis except that: 5.4.1 references to the second payment contribution shall be construed as references to the capital call contribution; and 5.4.2 the clawback option may be exercised in accordance with clause 4.13 within a period of 180 (one hundred and eighty) days. 5.5 Should the complying shareholder elect not to remedy the default of the defaulting shareholder and invoke the dilution procedure in accordance with clause 5.4, it may, in its sole discretion, elect to claim immediate repayment of the loan advanced by it to Freegold in terms of clause 5.2.3. 5.6 Should AngloGold claim any amount from Freegold in terms of the Sale of Business Agreement and should Freegold be unable to pay the amount out of its own resources then the Shareholders shall provide further capital by way of loans pro rata to their shareholdings at that time to Freegold in order to enable it to pay such amount to AngloGold. Unless otherwise agreed in writing between the Shareholders, the indebtedness of Freegold incurred in respect of such loans shall be on terms and conditions agreed between the Shareholders and the Board and, failing such agreement shall be on the terms and conditions applicable to the existing Unsecured Claims on Loan Account (if any) at the time in question. Should a Shareholder fail to fulfil any of its obligations in terms of this clause 5.6 the provisions of clause 5.4 shall apply mutatis mutandis. 5.7 The Shareholders agree that to the extent that any of them suffers any loss in relation to suretyships and indemnities given on behalf of Freegold, or loans made or credit given to Freegold pursuant to this Agreement, they shall compensate each other within 3 (three) days of a written demand to the extent and with the effect that such losses are borne in proportion to their then shareholdings in Freegold.