Accession Letter means a document substantially in the form set out in Part I of Schedule 4 (Form of Accession Letter);

Additional Guarantor means a person which becomes an Additional Guarantor in accordance with Clause 25.2 (Additional Guarantors);

Administrative Parties means the Arranger and the Facility Agent (and Administrative Party , as the context requires, means any of them);

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

Applicable Margin means, for any amount (including an Unpaid Sum) outstanding under a particular Senior Facility, the rate per annum specified as such in the applicable Senior Facility Agreement;

Approved Bank means an Acceptable Bank which has been given and has acknowledged all notices (if any) required to be given to it under an applicable Security Agreement;

Auditors means Deloitte, or any other firm appointed or otherwise approved in advance by the Facility Agent in accordance with Clause 20.5.2 (Auditors);

Availability Period , in relation to Senior Facility A, Senior Facility B or Senior Facility C, has the meaning given to that term in the applicable Senior Facility Agreement;

Available Commitment , in relation to Senior Facility A, Senior Facility B or Senior Facility C, means a Lender's Commitment under that Senior Facility minus:

Available Distribution Amount means, at any relevant time, the maximum amount that the Borrower is entitled to pay to Holdco by way of cash distribution at that time, as determined in accordance with the conditions set out in Clause 22.19.2 (Distributions);

Available Facility , in relation to Senior Facility A, Senior Facility B or Senior Facility C, means the aggregate for the time being of each Lender's Available Commitment in respect of that Senior Facility;

Base Rate means for an Interest Period of any Loan or Unpaid Sum, JIBAR, or for an Interest Period of a Loan which is less than a full period of one month (a Broken JIBAR Period ), the rate determined in accordance with the following formula:

BEE Party means a juristic person, trust or entity in respect of which historically disadvantaged persons beneficially hold and control at least the minimum percentage ownership interests therein and/or derive therefrom the minimum economic benefits as may be stipulated from time to time pursuant to the applicable industry sector charter, as read with any applicable black economic empowerment codes of conduct and which, in any case, is not a member of the Group;

Cash Distribution has the meaning given to it in Clause 22.19.2 (Distributions);

Cash Distribution Prepayment Amount has the meaning given to it in Clause 22.19.2(f) (Distributions);

Cell C means Cell C Proprietary Limited (registration number 1999/007722/07), a company registered under the laws of South Africa;

Cell C Shares means 75,000,000 shares in the share capital of Cell C;

Break Costs , in relation to any Senior Facility, has the meaning given to that term in the applicable Senior Facility Agreement;

Break Gains in relation to any Senior Facility, has the meaning given to that term in the applicable Senior Facility Agreement;

Business Day means a day (other than a Saturday, a Sunday or official public holiday) on which banks are open for general business in Johannesburg;

Cash Paymaster means Cash Paymaster Services Proprietary Limited (registration number 1971/007195/07), a company registered under the laws of South Africa;

Closing Date means the date on which the Facility Agent issues the notice contemplated by Clause 4.1 (Initial conditions precedent);

Commitment means a Senior Facility A Commitment, a Senior Facility B Commitment or a Senior Facility C Commitment;

Companies Act means the Companies Act, 2008, including all regulations promulgated under that act;

Compliance Certificate means a certificate substantially in the form set out in Schedule 6 (Form of Compliance Certificate) or otherwise in the agreed form;

Confidential Information means all information relating to the Borrower, any other Obligor, the Group, the Finance Documents or a Senior Facility in the possession of a Finance Party in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or a Senior Facility from either:

Confidentiality Undertaking means a confidentiality undertaking substantially in the form set out in Schedule 9 (Form of Confidentiality Undertaking) or otherwise in the agreed form;

Default means:

an Event of Default; or

any event or circumstance which (with the expiry of any applicable grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) would be an Event of Default;

DNI means DNI-4PL Contracts Proprietary Limited (registration number 2005/040937/07), a company registered under the laws of South Africa;

DNI Shares means 44,999,999 shares in the share capital of DNI;

Dormant Subsidiary means each member of the Group listed in Schedule 11 (Dormant Subsidiaries);

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

Environmental Claim means any claim, litigation, arbitral proceedings or administrative proceedings, formal notice or investigation by any authority in respect of any Environmental Law or any authorisation held (or required to be held) under applicable Environmental Law;

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

Environmental Permit means any permit and other authorisation and the filing of any notification, report or assessment required under any Environmental Law for the operation of the business of any member of the Group or in respect of any immovable properties owned or used by any member of the Group;

Event of Default means any event or circumstance specified in Clause 23 (Events of Default);

FATCA means:

sections 1471 to 1474 of the Code, as amended from time to time, any current or future regulations or official interpretations thereof and any agreements entered into pursuant to section 1471(b) of the Code;

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

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

FATCA Exempt Party means a Party that is entitled to receive payments free from any FATCA Deduction;

Fee Letter means any letter or letters entered into by reference to this Agreement, dated on or about the Signature Date, between one or more Administrative Parties and the Borrower setting out any of the fees referred to in Clause 12 (Fees);

Final Discharge Date means the date on which:

the Senior Facility A Outstandings, Senior Facility B Outstandings and Senior Facility C Outstandings have been irrevocably and unconditionally paid and discharged in full (whether or not as a result of enforcement); and

no Finance Party has any commitment whatsoever to provide finance or any other form of credit or financial accommodation to any person under any Finance Document,

Final Maturity Date , in relation to any Senior Facility, has the meaning given to that term in the applicable Senior Facility Agreement;

Finance Document means:

this Agreement;

each Senior Facility Agreement;

the Subordination Agreement;

the Master Implementation and Funds Flow Agreement;

each Security Document;

any Fee Letter;

the Intercreditor Agreement;

a Transfer Certificate;

any Accession Letter;

any Resignation Letter;

any Utilisation Request;

a Compliance Certificate;

any document amending any Finance Document referred to in this Clause above,

Fraudulent Transfer Law means any applicable US Bankruptcy Law or any applicable US state fraudulent transfer or conveyance law;

Group means the Borrower and each of its Subsidiaries from time to time, but excluding Smart Life;

Group Structure Chart means the written group structure diagram delivered to the Facility Agent pursuant to Clause 4.1 (Initial conditions precedent) and Schedule 2 (Conditions Precedent) on or before the Closing Date;

Guarantor means an Original Guarantor or an Additional Guarantor;

Holding Company , in relation to a company or corporation, means any other company or corporation in respect of which it is a Subsidiary;

IFRS means international accounting standards within the meaning of IAS Regulation (EC) No 1606/2002 of the European Parliament and of the Council of the European Union, to the extent applicable to the relevant financial statements;

Insurance means any contract or policy of insurance and reinsurance taken out by or on behalf of a member of the Group or under which it has a right to claim;

Intercreditor Agreement means the intercreditor agreement between the Finance Parties in relation to this Agreement and the other Finance Documents;

Interest Period , in relation to any Senior Facility, has the meaning given to that term in the applicable Senior Facility Agreement;

Interest Payment Date , in relation to any Senior Facility, has the meaning given to that term in the applicable Senior Facility Agreement;

ITA means the Income Tax Act 58 of 1962;

JIBAR means, for an Interest Period of any Loan or Unpaid Sum:

the applicable Screen Rate; or

(if no Screen Rate is available for the Interest Period of that Loan or Unpaid Sum) the arithmetic mean of the rates (rounded upwards to four decimal places), as supplied to the Facility Agent at its request, quoted by the Reference Banks to leading banks in the Johannesburg interbank market,

Loan means a loan made or to be made under a Senior Facility, or the principal amount outstanding of that loan from time to time;

Longstop Date means 31 July, 2017;

Master Implementation and Funds Flow Agreement means the implementation and funds flow agreement, dated on or about 14 July, 2017, between, among others, Cell C and the Borrower;

Material Adverse Effect means an event or circumstance which has or is reasonably likely to have a material adverse effect on:

Material Subsidiary means a Subsidiary of the Borrower whose gross assets, EBITDA (as defined in this Clause below) or total revenue equal or exceed 5.00 per cent. or more of the gross assets, Consolidated EBITDA or total revenue of the Group. For this purpose:

Moneyline means Moneyline Financial Services Proprietary Limited (registration number 1998/020799/07), a company registered under the laws of South Africa;

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

Obligors means the Borrower, Holdco and the Guarantors (and Obligor , as the context requires, means any of them);

Original Financial Statements means the audited consolidated financial statements of the Borrower for the financial year ended 30 June, 2016;

Original Obligors means the Borrower and the Original Guarantors (and Original Obligor , as the context requires, means any of them);

Original Senior Facility A Lender means each Original Senior Lender which has a Senior Facility A Commitment set opposite its name in Column 4 (Senior Facility A Commitment) of the table in Part II of Schedule 1 (The Original Parties);

Original Senior Facility B Lender means each Original Senior Lender which has a Senior Facility B Commitment set opposite its name in Column 5 (Senior Facility B Commitment) of the table in Part II of Schedule 1 (The Original Parties);

Original Senior Facility C Lender means each Original Senior Facility A Lender;

Party means a party to this Agreement;

Permitted Acquisition has the meaning given to that term in Clause 22.9 (Acquisitions);

Permitted BEE Transaction means any acquisition of shares or interests by or disposal of shares or interest to a BEE Party, provided that the transaction is concluded in order to comply with the requirements of the Group or any member thereof under an applicable code of good practice issued in terms of section 9 of the Broad Based Black Economic Act 53 of 2003;

Permitted Disposal has the meaning given to that term in Clause 22.6 (Disposals);

Permitted Distribution has the meaning given to that term in Clause 22.19.1 (Distribution);

Permitted Encumbrance has the meaning given to that term in Clause 22.4 (Negative pledge);

Permitted Financial Indebtedness has the meaning given to that term in Clause 22.5 (Financial Indebtedness);

Permitted Guarantee has the meaning given to that term in Clause 22.12 (Third party guarantees);

Permitted Loan has the meaning given to that term in Clause 22.11 (Loans out);

Permitted Share Issue has the meaning given to that term in Clause 22.18.2 (Share capital);

Permitted Treasury Transaction has the meaning given to that term in Clause 22.13 (Treasury Transactions);

Pro Rata Share means, at any time:

if there are no Senior Facility Outstandings under a Senior Facility at that time, the proportion which a Lender's Commitment under that Senior Facility bears to all the Commitments under that Senior Facility;

at all other times, the proportion which a Lender's Senior Facility Outstandings under a Senior Facility bears to all the Senior Facility Outstandings under that Senior Facility;

Quotation Day , in relation to any period for which an interest rate is to be determined, means the first day of that period or such other day as the Facility Agent determines is generally treated as the rate fixing day by market practice in the Johannesburg interbank market;

Recovered Net Proceeds has the meaning given to that term in Clause 7.4 (Mandatory prepayment - material disposal and insurance proceeds);

Reference Banks means the principal Johannesburg offices of Absa Bank Limited, FirstRand Bank Limited, Investec Bank Limited, Nedbank Limited and The Standard Bank of South Africa Limited, or such other banks as may be appointed by the Facility Agent in consultation with the Borrower;

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

Repayment Instalment means, in relation to a Senior Facility, each scheduled instalment for the repayment of a Senior Loan, as set out in the relevant Senior Facility Agreement;

Repeating Representations means, at any time, the representations and warranties which are made or deemed to be repeated under Clause 19.30 (Times for making representations and warranties);

Representative means any representative, delegate, agent, manager, administrator, nominee, attorney, trustee or custodian;

Resignation Letter means a letter substantially in the form set out in Schedule 5 (Form of Resignation Letter);

Sanctioned Entity means:

a person, country or territory which is listed on a Sanctions List or is subject to Sanctions;

a person which is ordinarily resident in a country or territory which is listed on a Sanctions List or is subject to Sanctions;

Security Agreement means the Security Cession & Pledge;

Security Cession & Pledge means the pledge and cession in securitatem debiti of all the shares, securities and other ownership interests it holds in Cell C and DNI with all its debt claims (on shareholder loan account or otherwise) against any such person;

Security Document means:

each Security Agreement; and

any other document evidencing or creating any Security over any asset of any Obligor to secure any obligation of any Obligor to a Finance Party under the Finance Documents;

Senior Facilities means Senior Facility A, Senior Facility B and Senior Facility C (and Senior Facility , as the context requires, means any of them);

Senior Facility Agreements means the Senior Facility A Agreement, the Senior Facility B Agreement and the Senior Facility C Agreement (and Senior Facility Agreement , as the context requires, means any of them);

Senior Facility Loan means a Loan under a Senior Facility;

Senior Facility A means the amortising term loan facility described in Clause 2 (The Senior Facilities) made available under this Agreement and the Senior Facility A Agreement;

Senior Facility A Agreement means the R750,000,000 amortising term loan facility agreement, dated on or about the Signature Date, between the Original Senior Facility A Lenders, the Facility Agent and the Borrower (as borrower);

Senior Facility A Commitment means:

in relation to an Original Senior Lender, the amount set opposite its name under the heading "Senior Facility A Commitment" in Part II of Schedule 1 (The Original Parties) and the amount of any other Senior Facility A Commitment transferred to it under this Agreement; and

in relation to any other Senior Lender, the amount of any Senior Facility A Commitment transferred to it under this Agreement,

Senior Facility A Loan means a Loan under Senior Facility A;

Senior Facility A Outstandings means at any time, in relation to a Senior Facility A Lender, the aggregate of all amounts of loan principal, accrued interest, Break Costs, prepayment penalties, fees and all other amounts outstanding in respect of Senior Facility A under the Finance Documents (including, without limitation, any claim for damages or restitution, any claim as a result of any recovery by an Obligor or another person of a payment or discharge under the Finance Documents on the grounds of preference, and each amount which would be included in any of the above but for any discharge, non-provability or unenforceability of a claim in any insolvency or other proceedings);

Senior Facility B means the amortising term loan facility described in Clause 2 (The Senior Facilities) made available under this Agreement and the Senior Facility B Agreement;

Senior Facility B Agreement means the R500,000,000 amortising term loan facility agreement, dated on or about the Signature Date, between the Original Senior Facility B Lenders, the Facility Agent and the Borrower (as borrower);

Senior Facility B Commitment means:

in relation to an Original Senior Lender, the amount set opposite its name under the heading "Senior Facility B Commitment" in Part II of Schedule 1 (The Original Parties) and the amount of any other Senior Facility B Commitment transferred to it under this Agreement; and

in relation to any other Senior Lender, the amount of any Senior Facility B Commitment transferred to it under this Agreement,

Senior Facility B Loan means a Loan under Senior Facility B;

Senior Facility B Outstandings means at any time, in relation to a Senior Facility B Lender, the aggregate of all amounts of loan principal, accrued interest, Break Costs, prepayment penalties, fees and all other amounts outstanding in respect of Senior Facility B under the Finance Documents (including, without limitation, any claim for damages or restitution, any claim as a result of any recovery by an Obligor or another person of a payment or discharge under the Finance Documents on the grounds of preference, and each amount which would be included in any of the above but for any discharge, non-provability or unenforceability of a claim in any insolvency or other proceedings);

Senior Facility C means the amortising term loan facility described in Clause 2 (The Senior Facilities) made available under this Agreement and the Senior Facility C Agreement;

Senior Facility C Agreement means the amortising term loan facility agreement, dated on or about the Signature Date, between the Original Senior Facility C Lenders, the Facility Agent and the Borrower (as borrower);

Senior Facility C Commitment has the meaning given to that term in Clause 2.3.2 (Senior Facility C);

Senior Facility C Lender has the meaning given to that term in Clause 2.3.2 (Senior Facility C);

Senior Facility C Loan means a Loan under Senior Facility C;

Senior Facility C Outstandings means at any time, in relation to a Senior Facility C Lender, the aggregate of all amounts of loan principal, accrued interest, Break Costs, prepayment penalties, fees and all other amounts outstanding in respect of Senior Facility C under the Finance Documents (including, without limitation, any claim for damages or restitution, any claim as a result of any recovery by an Obligor or another person of a payment or discharge under the Finance Documents on the grounds of preference, and each amount which would be included in any of the above but for any discharge, non-provability or unenforceability of a claim in any insolvency or other proceedings);

Senior Facility Lenders means the Senior Facility A Lenders, the Senior Facility B Lenders and the Senior Facility C Lenders (and Senior Facility Lender , as the context requires, means any of them);

Senior Facility Outstandings means the Senior Facility A Outstandings, the Senior Facility B Outstandings and the Senior Facility C Outstandings;

Senior Loans means the Senior Facility A Loans, the Senior Facility B Loans and the Senior Facility C Loans (and Senior Loan , as the context requires, means any of them);

Shareholder Contribution means the aggregate amount of:

the subscription price received by the Borrower in respect of shares subscribed for in the share capital of Borrower provided such share issue is a Permitted Share Issue under Clause 22.18.2(f) (Share capital); and

the proceeds of loans advanced to the Borrower by Holdco where any Financial Indebtedness arising as a result is Permitted Financial Indebtedness under Clause 22.5 (Financial Indebtedness);

Signature Date means the date on which, once this Agreement has been signed by all the Parties, it is signed by the last Party to do so;

Smart Life means The Smart Life Insurance Company Limited (registration number 1965/003119/06), a company registered under the laws of South Africa;

South Africa means the Republic of South Africa;

Subordination Agreement means the subordination agreement, dated on or about the Signature Date, between, amongst others, Holdco, the Borrower and the Finance Parties;

Subscription means the subscription by the Borrower for the Cell C Shares pursuant to the Subscription Agreement;

Subscription Date means the "Implementation Date" as defined in the Master Implementation and Funds Flow Agreement;

Subscription Agreement means the subscription agreement dated 19 June, 2017 between Cell C and the Borrower;

Subsidiary means in relation to any person:

a subsidiary as defined in the Companies Act (including any person who would, but for not being a company under the Companies Act, qualify as a subsidiary as defined in the Companies Act);

Treasury Transaction means any derivative transaction entered into in connection with protection against or to benefit from fluctuations in any rate, price, index or credit rating;

Unpaid Sum means any sum due and payable but unpaid by an Obligor under the Finance Documents;

US and United States means the United States of America, its territories and possessions;

US Bankruptcy Law means the United States Bankruptcy Code of 1978 (Title 11 of the United States Code), any other United States federal or state bankruptcy, insolvency or similar law;

US Guarantor means a Guarantor that is organized, incorporated or formed under the laws of the United States or any State thereof (including the District of Columbia);

Utilisation means a utilisation of a Senior Facility by way of a Loan;

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

Utilisation Request , in relation to any Facility, has the meaning given to that term in the applicable Senior Facility Agreement;

VAT means value added tax as provided for in the Value Added Tax Act, 1991, and any other Tax of a similar nature in a jurisdiction other than South Africa; and

ZAR , Rand or R means South African Rand, the lawful currency of South Africa.

Cash means an amount of cash in hand (denominated in Rand or any other currency approved by the Facility Agent), or credit balances or amounts on deposit with an Acceptable Bank in South Africa to which a member of the Group is alone (or together with other members of the Group) beneficially entitled if:

Consolidated EBITDA , in relation to any Measurement Period, means the aggregate of the consolidated operating income of the Group (including dividends received in Cash), in each case, for that period, without taking any account of the following items (without double counting):

Consolidated Total Borrowings in respect of the Group, at any time, means, without double counting, the aggregate at that time of the Financial Indebtedness of the members of the Group from sources external to the Group calculated at its nominal or principal amount or, if greater, the maximum amount payable on scheduled repayment or scheduled redemption of the relevant liabilities. For the purpose of this definition, "Financial Indebtedness":

Consolidated Total Net Borrowings means, at any time, Consolidated Total Borrowings less the aggregate amount at that time of all Cash and Cash Equivalents held by members of the Group;

Interest means:

interest and amounts in the nature of interest accrued;

prepayment penalties or premiums incurred in repaying or prepaying any Financial Indebtedness;

discount fees and acceptance fees payable or deducted in respect of any Financial Indebtedness, including fees payable in respect of letters of credit and guarantees;

any net payment (or, if appropriate in the context, receipt) under any interest rate hedging agreement or instrument, taking into account any premiums payable;

any dividends on shares if those shares constitute Financial Indebtedness for purposes of this Agreement; and

any other payments and deductions of similar effect (including the finance cost element of finance leases),

Measurement Period means each period of 12 months ending on a Measurement Date;

Settlement Assets , at any time, means the cash and other funds that are treated and referred to as "settlement assets" in the relevant quarterly financial statements and/or annual financial statements of Holdco at that time;

Settlement Obligations , at any time, means the cash and other funds that are treated and referred to as "settlement obligations" in the relevant quarterly financial statements and/or annual financial statements of Holdco at that time; and

Total Net Leverage Ratio means, on any applicable Measurement Date, the ratio of Consolidated Total Net Borrowings to Consolidated EBITDA for the Measurement Period ending on that date.

Section, Clause and Schedule headings are for ease of reference only, and do not in any way affect the interpretation of a Finance Document.

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

A Default (other than an Event of Default) is continuing if it has not been remedied within any applicable remedy period expressly provided for in a Finance Document or waived, and an Event of Default is continuing if it has not been waived.

If any provision in a definition is a substantive provision conferring rights or imposing obligations on any Party, notwithstanding that it appears only in an interpretation clause, effect shall be given to it as if it were a substantive provision of the relevant Finance Document.

A term defined in a particular Clause of a Finance Document, unless it is clear from the Clause in question that application of the term is to be limited to the relevant Clause, shall bear the meaning ascribed to it for all purposes of the relevant Finance Document, notwithstanding that that term has not been defined in any interpretation Clause.

The Schedules to a Finance Document form an integral part thereof and a reference to a Clause or a Schedule is a reference to a clause of, or a schedule to, this Agreement.

Unless expressly otherwise provided in a Finance Document or inconsistent with the context, any number of days prescribed in a Finance Document must be calculated by including the first and excluding the last day, unless the day before that last day falls on a day that is not a Business Day, in which case, the day before that last day will instead be the next Business Day.

The rule of construction that, in the event of ambiguity, a contract shall be interpreted against the party responsible for the drafting thereof, shall not apply in the interpretation of the Finance Documents.

The use of the word including followed by specific examples will not be construed as limiting the meaning of the general wording preceding it, and the eiusdem generis rule must not be applied in the interpretation of such general wording or such specific examples.

The expiry or termination of any Finance Documents shall not affect those provisions of the Finance Documents that expressly provide that they will operate after any such expiry or termination or which of necessity must continue to have effect after such expiry or termination, notwithstanding that the clauses themselves do not expressly provide for this.

The Finance Documents shall to the extent permitted by applicable law be binding on and enforceable by the administrators, trustees, permitted cessionaries, business rescue practitioners or liquidators of the Parties as fully and effectually as if they had signed the Finance Documents in the first instance and reference to any Party shall be deemed to include such Party’s administrators, trustees, permitted cessionaries, business rescue practitioners or liquidators, as the case may be.

Unless the contrary intention appears:

a reference to a Party will not include any person if it has ceased to be a Party under this Agreement;

any obligation of an Obligor under the Finance Documents which is not a payment obligation remains in force for so long as any payment obligation of an Obligor is or may be or is capable of becoming outstanding under the Finance Documents; and

any obligation of an Obligor under the Finance Documents includes an obligation on that Obligor not to contract or agree to do something or not to do something which would breach that first obligation, unless such contract or agreement is conditional on the approval of the Facility Agent (as required under any Finance Document).

Except as expressly provided for in this Agreement or in any other Finance Document, no provision of any Finance Document constitutes a stipulation for the benefit of any person who is not a party to that Finance Document.

Notwithstanding any term of any Finance Document, the consent of any person who is not a party to that Finance Document is not required to rescind or vary that Finance Document at any time except to the extent that the relevant variation or rescission (as the case may be) relates directly to the right conferred upon any applicable third party under a stipulation for the benefit of that party that has been accepted by that third party.

Subject to the terms of this Agreement and the Senior Facility C Agreement, the Senior Facility C Lenders make available to the Borrower, during the Availability Period relating to Senior Facility C, a Rand-denominated amortising term loan facility in an aggregate amount equal to the Total Senior Facility C Commitments.

In this Clause 2.3:

Pro Rata Share , at any time with respect to any Senior Facility C Lender, means:

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

The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor is a separate and independent debt in respect of which a Finance Party shall be entitled to enforce its rights in accordance with Clause 2.4.3. The rights of each Finance Party include any debt owing to that Finance Party under the Finance Documents and, for the avoidance of doubt, any part of a Loan or any other amount owed by an Obligor which relates to a Finance Party’s participation in a Senior Facility or its role under a Finance Document (including any such amount payable to the Facility Agent on its behalf) is a debt owing to that Finance Party by that Obligor.

A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.

The Borrower shall apply all amounts borrowed by it under Senior Facility A to fund the acquisition of the Cell C Shares and for no other purpose whatsoever.

that Lender shall notify the Facility Agent as soon as reasonably practicable upon becoming aware of that event;

upon the Facility Agent notifying the Borrower, the Available Commitment of that Lender will be immediately cancelled;

the Borrower shall repay that Lender's participation in the Loans (together with all other Senior Facility Outstandings due to that Lender) on the last day of the Interest Period for each Loan occurring after the Facility Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Facility Agent (being no earlier than the last day of any applicable grace period permitted by law).

The Borrower must notify the Facility Agent within 10 Business Days of the receipt of any Disposal Proceeds or Insurance Proceeds by a member of the Group.

If a member of the Group receives any Recovered Net Proceeds, the Borrower shall offer to prepay Utilisations and other Senior Facility Outstandings in an amount equal to the balance of those Recovered Net Proceeds, and procure that the Recovered Net Proceeds are applied to discharge any payments required to be made as a result of an acceptance of any such offer, all in accordance with the requirements of Clause 8 (Prepayment Offers and Priorities).

In this Agreement:

Moneyline Event means a change to any law, regulation or authorisation applicable to Moneyline (including the loss of any licence or registration by Moneyline) which will, or is reasonably likely to, adversely affect the ability of Moneyline to operate its business in the ordinary course and in all material respects as it is being conducted (including its ability to advance credit to its customers);

Moneyline Proceeds means the cash proceeds received by Moneyline from its debtors from the repayment or prepayment of any loans under which Moneyline was the creditor.

The Borrower must notify the Facility Agent promptly upon becoming aware of the occurrence of a Moneyline Event.

Following the occurrence of a Moneyline Event, if a member of the Group receives any Moneyline Proceeds, the Borrower shall offer to prepay Utilisations and other Senior Facility Outstandings in an amount equal to the balance of those Moneyline Proceeds, and procure that the Moneyline Proceeds are applied to discharge any payments required to be made as a result of an acceptance of any such offer, all in accordance with the requirements of Clause 8 (Prepayment Offers and Priorities).

The Borrower may, by giving the Facility Agent not less than 10 Business Days' prior notice (or such shorter period as the Facility Agent may agree) cancel an Available Facility, in whole or in part. A partial cancellation of any of an Available Facility must be in a minimum amount of R25,000,000.

Any partial cancellation of an Available Facility under this Clause must be applied against the Commitment of each Lender under the relevant Senior Facility pro rata .

On receipt of a notice of cancellation referred to in Clause 7.9.1, the Commitment of that Lender shall immediately be cancelled and reduced to zero.

On the last day of each Interest Period in relation to a Utilisation which ends after the Borrower has given notice of cancellation and/or repayment under Clause 7.9.1 (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall repay that Lender's participation in the relevant Utilisation together with all other Senior Facility Outstandings owed to that Lender under the relevant Facilities.

No amount of a Utilisation paid, repaid or prepaid under this Agreement or a Senior Facility Agreement may be re-borrowed under that Senior Facility Agreement.

No amount of the Total Commitments cancelled under this Agreement or a Senior Facility Agreement may be reinstated.

Application of partial prepayments

Any amount to be applied in prepayment of Utilisations and other Senior Facility Outstandings under this Agreement or a Senior Facility Agreement:

shall, in relation to any mandatory prepayment pursuant to this Clause 7, be applied in or towards discharging the Utilisation and other Senior Facility Outstandings under the Facilities pro rata ;

in respect of a particular Senior Facility, shall be applied in or towards discharging the participation of Lenders in any Utilisation and other Senior Facility Outstandings under that Senior Facility pro rata ;

in respect of Senior Facility A, will not be applied against the Repayment Instalments in respect of Senior Facility A that remain outstanding under that Senior Facility;

in respect of Senior Facility B, will be applied against the Repayment Instalments in respect of Senior Facility B, if any, that remain outstanding under that Senior Facility pro rata ,

If all or part of any Lender's participation in a Loan is repaid or prepaid and is not available for redrawing, an amount of that Lender's commitments (equal to the amount of the participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment.

If the Facility Agent receives any notice of prepayment or cancellation under this Clause 7 or a Senior Facility Agreement, it shall forward a copy of that notice as soon as reasonably practicable to either the Borrower or the affected Finance Parties, as appropriate.

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

Except as expressly otherwise provided in this Clause 7 or a Senior Facility Agreement, any prepayment shall be made together with accrued interest on the amount prepaid, without premium or penalty except for any Break Costs which arise as a result of such prepayment or as may be otherwise provided in the applicable Senior Facility Agreement.

The Borrower shall not pay, repay or prepay all or any part of the Utilisations or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement and the applicable Senior Facility Agreement.

The Facility Agent may agree a shorter notice period for a voluntary prepayment or a voluntary cancellation under a Senior Facility.

a member of the Group receives any amount of Recovered Net Proceeds or Moneyline Proceeds (in each case, the Distributable Balance ), the Borrower, by way of a notice (an Initial Offer Notice ) delivered to the Facility Agent no later than 10 Business Days after receipt of those Recovered Net Proceeds or Moneyline Proceeds, as the case may be, shall offer (an Initial Prepayment Offer ) to pay and discharge the participation of each Lender in Utilisations and other Senior Facility Outstandings that remain outstanding under the Senior Facilities, in each case for an amount equal to a Lender's Pro Rata Share of the Distributable Balance (in respect of each such Lender, its Distributable Share ); or

any Cash Distribution Prepayment Amount is required to be offered for prepayment as contemplated in Clause 22.19.2(f) (Distributions) (the Distributable Balance ), the Borrower, by way of a notice (an Initial Offer Notice ) delivered to the Facility Agent at the same time as delivery of the notice contemplated in Clause 22.19.2(a) (Distributions), shall offer (an Initial Prepayment Offer ) to pay and discharge the participation of each Lender in the Utilisations and other Senior Term Facility Outstandings that remain outstanding under the Senior Term Facilities, in each case for an amount equal to a Lender's Pro Rata Share of the Distributable Balance (in respect of each such Lender, its Distributable Share ).

The Facility Agent will advise the Borrower and the Lenders, by way of a notice (an Acceptances Confirmation ) delivered to each of them within 2 Business Days following expiry of the 5 Business Day period within which any applicable Initial Prepayment Offers may be accepted, of the following:

Following a receipt of Recovered Net Proceeds and delivery of an Acceptances Confirmation to the Borrower, the Borrower shall pay to the Facility Agent, for the account of each Participating Lender, the Accepted Prepayment Amount and the Additional Prepayment Amount (if any) of that Participating Lender, in full:

Following a receipt of Moneyline Proceeds and delivery of an Acceptances Confirmation to the Borrower, the Borrower shall pay to the Facility Agent, for the account of each Participating Lender, the Accepted Prepayment Amount and the Additional Prepayment Amount (if any) of that Participating Lender, in full

If any Cash Distribution Prepayment Amount is required to be offered for prepayment as contemplated in Clause 22.19.2(f) (Distributions), the Borrower shall, following delivery to it of an Acceptances Confirmation, pay to the Facility Agent, for the account of each Participating Lender, the Accepted Prepayment Amount and the Additional Prepayment Amount (if any) of that Participating Lender, in full, before the payment of any Cash Distribution to Holdco in accordance with Clause 22.19.2 (Distributions) or any cash payments are made from any Available Distribution Amount in accordance with Clause 22.9.3 (Acquisitions). For the avoidance of doubt, any payment to a Participating Lender pursuant to this Clause will be deemed to be a mandatory prepayment of the relevant Utilisations and other Senior Facility Outstandings and not a voluntary prepayment pursuant to Clause 7.7 (Voluntary prepayment).

CHANGES TO THE CALCULATION OF INTEREST

Absence of quotations

Subject to Clause 10.2, if JIBAR is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by 12h00 on the Quotation Day, JIBAR shall be determined on the basis of the quotations provided by the remaining Reference Banks.

Market disruption

If a Market Disruption Event occurs in relation to a Loan for any Interest Period, then the Facility Agent shall advise the Borrower and the rate of interest on each Lender's share of that Loan for the Interest Period shall be the percentage rate per annum which is the sum of:

Without prejudice to the generality of Clause 10.2, if a Market Disruption Event occurs and the Facility Agent or the Borrower so requires, the Facility Agent and the Borrower shall enter into negotiations (for a period of not more than 30 days, or such longer period as the Facility Agent may agree) with a view to agreeing a substitute basis for determining the rate of interest.

Any alternative basis agreed pursuant to Clause 10.3.1 shall, with the prior consent of all the Lenders and the Borrower, be binding on all Parties.

BREAK COSTS AND BREAK GAINS

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

On the condition that no Default is then continuing, a Senior Facility Lender shall, within 10 Business Days of demand by the Borrower, pay to the Borrower the amount of any Break Gain attributable to all or any part of the participation of that Senior Facility Lender in a Loan being repaid or prepaid on a day other than the last day of an Interest Period for that Loan.

Each Lender shall provide a certificate confirming the amount of its Break Costs or Break Gains (as applicable) for any Interest Period in which they accrue.

FEES

Non-refundable Deal Origination Fee

The Borrower shall pay to each Arranger a non-refundable deal origination fee in the amount and at the times agreed in a Fee Letter.

Commitment fee

The Borrower shall pay to the Facility Agent (for the account of each Senior Facility C Lender) a fee computed at the rate of 0.22 per cent. per annum on that Senior Facility C Lender's Available Commitment under Senior Facility C for the Availability Period applicable to Senior Facility C.

The accrued commitment fee is payable on the last day of each successive period of one Month which ends during the relevant Availability Period, on the last day of the relevant Availability Period and, if cancelled in full, on the cancelled amount of the relevant Senior Facility C Lender's Commitment at the time the cancellation is effective.

Facility Agent Fee

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

TAX GROSS-UP AND INDEMNITIES

Definitions

In this Agreement:

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

Tax Credit means a credit against, relief or remission for, or repayment of any Tax;

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

Tax Payment means either the increase in a payment made by an Obligor to a Finance Party under Clause 13.2 or a payment under Clause 13.3.

Unless a contrary indication appears, in this Clause 13 a reference to determines or determined means a determination made in the absolute discretion of the person making the determination.

Each Obligor shall make all payments to be made by it free and clear of and without any Tax Deduction, unless a Tax Deduction is required by law.

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

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

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

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

Each Obligor shall (within three Business Days of demand by the Facility Agent) indemnify each Protected Party against, and shall pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.

Clause 13.3.1 shall not apply:

with respect to any Tax assessed on a Finance Party: (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes or (B) under the law of the jurisdiction in which that Finance Party's facility office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party;

to the extent a loss, liability or cost is compensated for by an increased payment under Clause 13.2 (Tax gross-up) or relates to a FATCA Deduction required to be made by a Party.

A Protected Party making, or intending to make a claim under Clause 13.3.1, shall notify the Facility Agent as soon as reasonably practicable of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Borrower or relevant Obligor of such claim.

A Protected Party shall, on receiving a payment from an Obligor under this Clause 13.3, notify the Facility Agent.

Tax Credit

Subject to Clause 28 (Conduct of Business by the Finance Parties), if an Obligor makes a Tax Payment and the relevant Finance Party determines that:

a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part, or to that Tax Payment; and

that Finance Party has obtained, utilised and retained that Tax Credit,

Stamp taxes

Each Obligor shall (within three Business Days of demand) indemnify each Finance Party against, and shall pay to the relevant Finance Party, any cost, loss or liability that the relevant Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.

Value added tax

All amounts set out or expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to Clause 13.6.2, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document, that Party shall pay to the Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Finance Party shall provide an appropriate VAT invoice to such Party as soon as reasonably practicable).

If VAT is or becomes chargeable on any supply made by any Finance Party (the Supplier ) to any other Finance Party (the Recipient ) under a Finance Document, and any Party other than the Recipient (the Subject Party ) is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such Party shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Recipient will promptly pay to the Subject Party an amount equal to any credit or repayment obtained by the Recipient from the relevant tax authority which the Recipient reasonably determines is in respect of such VAT.

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

If a Party confirms to another Party pursuant to Clause 13.7.1 that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.

Clause 13.7.1 shall not oblige any Finance Party to do anything, and Clause 13.7.1(c) shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:

If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with Clause 13.7.1(a) or (b) (including, for the avoidance of doubt, where Clause 13.7.3 applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

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

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

Subject to Clause 14.3, the Borrower shall, within three Business Days of a demand by the Facility Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party as a result of:

A Finance Party intending to make a claim pursuant to Clause 14.1 shall notify the Facility Agent, as soon as reasonably possible after becoming aware of the claim, of the event giving rise to the claim, following which the Facility Agent shall notify the Borrower as soon as reasonably practicable.

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

If any sum due from an Obligor under the Finance Documents (a Sum ), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the First Currency ) in which that Sum is payable into another currency (the Second Currency ) for the purpose of:

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

The Obligors shall, within three Business Days of demand, indemnify each Finance Party against, and shall pay to each Finance Party, any cost, loss or liability (other than consequential damages or opportunity costs) incurred by that Finance Party as a result of:

Each Obligor’s liability in each case includes any loss or expense on account of funds borrowed, contracted for or utilised to fund any amount payable under any Finance Document or any Utilisation.

Each Obligor hereby indemnifies the Facility Agent against, and shall pay to the Facility Agent within 3 Business Days of demand, any cost, loss or liability (other than consequential damages or opportunity costs) incurred by the Facility Agent (acting reasonably) as a result of:

Each Obligor hereby indemnifies the Facility Agent against, and shall pay to the Facility Agent within 3 Business Days of demand, any cost, loss or liability incurred by the Facility Agent as a result of:

The Borrower shall reimburse to the Facility Agent all such out-of-pocket expenses actually and reasonably incurred and properly evidenced within 5 Business Days of the Facility Agent presenting the Borrower with a tax invoice in respect thereof.

Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1 (Mandatory prepayment - Illegality), Clause 13 (Tax Gross-up and Indemnities) or Clause 14 (Changes in Costs).

Clause 16.1.1 does not in any way limit the obligations of any Obligor under the Finance Documents.

The Borrower hereby indemnifies each Finance Party against, and undertakes to pay to it on demand, all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 16.1.

A Finance Party is not obliged to take any steps under Clause 16.1 if, in the opinion of that Finance Party (acting reasonably):

COSTS AND EXPENSES

Transaction expenses

The Borrower shall promptly on demand pay the Facility Agent and the Arranger and the Lenders the amount of all properly evidenced and agreed costs and expenses (including legal fees) reasonably incurred by any of them in connection with the negotiation, preparation, printing and execution of:

this Agreement, the other Finance Documents and any other documents referred to in this Agreement (including all costs of registering or perfecting Transaction Security); and

any Finance Documents executed after the Signature Date.

If an Obligor requests an amendment, waiver or consent, the Borrower shall, within three Business Days of demand, reimburse each Finance Party for the amount of all properly evidenced costs and expenses (including legal fees) reasonably incurred by that Finance Party in responding to, evaluating, negotiating or complying with that request or requirement.

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

Enforcement costs

The Borrower shall, within three Business Days of demand, pay to each Finance Party the amount of all costs and expenses (including legal fees on the scale as between attorney and own client whether incurred before or after judgment) incurred by that Finance Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document.

GUARANTEE AND INDEMNITY

Guarantee and indemnity

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

guarantees to each Finance Party punctual performance by each other Obligor of all that Obligor's obligations under the Finance Documents;

undertakes with each Finance Party that whenever an Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it were the principal obligor; and

agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 18 if the amount claimed had been recoverable on the basis of a guarantee.

Continuing guarantee

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.

Reinstatement

If any payment by an Obligor or any discharge, release or arrangement given by a Finance Party (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is avoided or reduced for any reason (including, without limitation, as a result of insolvency, business rescue proceedings, liquidation, winding-up or otherwise):

the liability of each Obligor shall continue as if the payment, discharge, avoidance or reduction had not occurred; and

each Finance Party shall be entitled to recover the value or amount of that security or payment from each Obligor, as if the payment, discharge, avoidance or reduction had not occurred.

Waiver of defences

The obligations of each Guarantor under this Clause 18 will not be affected by an act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause 18 (without limitation and whether or not known to it or any Finance Party) including:

Deferral of Guarantors' rights

to be indemnified by an Obligor;

to claim any contribution from any other guarantor of or provider of security for any Obligor's obligations under the Finance Documents;

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 Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party;

to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under Clause 18.1 (Guarantee and indemnity);

to exercise any right of set-off against any Obligor; and/or

to claim, rank, prove or vote as a creditor or shareholder of any Obligor in competition with any Finance Party.

Additional security

Limitations on guarantee under US law

Notwithstanding anything to the contrary contained herein or in any other Finance Document to the extent that any US Bankruptcy or Fraudulent Transfer Law is applicable to this guarantee:

each Finance Party agrees that the maximum liability of each Guarantor under this Clause 18 (Guarantee and Indemnity) and under the other Finance Documents shall in no event exceed the amount that can be guaranteed by such Guarantor under applicable US federal and state laws relating to the insolvency of debtors, in each case after giving effect to:

all other liabilities of such Guarantor, contingent or otherwise, that are relevant under such Fraudulent Transfer Law (specifically excluding, however, any liabilities of such Guarantor in respect of intercompany indebtedness to the Borrower to the extent that such Financial Indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder); and

the value as assets of such Guarantor (as determined under the applicable provisions of such Fraudulent Transfer Law) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights held by such Guarantor pursuant to:

applicable law; or

any other agreement providing for an equitable allocation among such Guarantor and the Borrower and other Guarantors of obligations arising under this Agreement or other guarantees of such obligations by such parties; and

each Party agrees that, in the event any payment or distribution is made on any date by a Guarantor under this Clause 18 (Guarantee and Indemnity), each such Guarantor shall be entitled to be indemnified from each other Guarantor, to the greatest extent permitted under applicable law and subject to the other limitation of this Clause 18.10 in an amount equal to such payment or distribution, in each case multiplied by a fraction of which the numerator shall be the net worth of the contributing Guarantor and the denominator shall be the aggregate net worth of all the Guarantors.

REPRESENTATIONS

Each Obligor makes the representations and warranties set out in this Clause 19 to each Finance Party on the Signature Date. A reference in this Clause to "it" or "its" includes, unless the context otherwise requires, each Obligor. The Finance Parties enter into the Finance Documents to which they are party on the strength of and relying on the representations and warranties set out in this Clause 19, each of which is a separate representation and warranty, given without prejudice to any other representation or warranty and is deemed to be a material representation or warranty (as applicable) inducing the Finance Parties to enter into the Finance Documents.

Status

Capacity, power and authority

Binding obligations