NET1 APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY LIMITED, registration number 2002/031446/07 (the Borrower);

NET1 UEPS TECHNOLOGIES, INC. a Florida corporation (Holdco);

(3)

THE PARTIES listed in Part I of Schedule 1 (The Original Parties) as original guarantors (the Original Guarantors);

FIRSTRAND BANK LIMITED (acting through its RAND MERCHANT BANK division), as mandated lead arranger (in this capacity, the Arranger);

THE FINANCIAL INSTITUTIONS listed in Part II of Schedule 1 (The Original Parties) as original lenders (in this capacity, the Original Senior Lenders); and

FIRSTRAND BANK LIMITED (acting through its RAND MERCHANT BANK division) as agent of the other Finance Parties (the Facility Agent).

DEFINITIONS AND INTERPRETATION

any of Absa Bank Limited, Capitec Bank Limited, FirstRand Bank Limited, Grindrod Bank Limited, Investec Bank Limited, Nedbank Limited and The Standard Bank of South Africa Limited;

a bank or financial institution which has an international rating for its long-term unsecured and non-credit enhanced debt obligations of BBB- or higher by Standard & Poor's Ratings Services or Baa3 or higher by Moody's Investor Services Limited, or a comparable rating from an internationally recognised credit rating agency; or

any other bank or financial institution approved by the Facility Agent;

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 28.2 (Additional Guarantors);

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

Advance Date means the date of the disbursement of the Loans under Senior Facility A and Senior Facility B pursuant to Clause 6.1.2(b)(ii) (Payments under the Bank Guarantee);

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 23.5.2 (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:

the amount of its participation in the Bank Guarantee issued under that Senior Facility;

the amount of its participation in any outstanding Loans under that Senior Facility; and

in relation to any proposed Utilisation, the amount of its participation in any Utilisations that are due to be made under that Senior Facility on or before the proposed Utilisation Date;

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;

Bank Guarantee means a guarantee in favour of Blue Label Telecoms, substantially in the form set out in Schedule 6 (Form of Bank Guarantee);

Bank Guarantee Expiry Date means 18 November, 2016;

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:

JIBAR for the period closest to but greater than the Broken JIBAR Period;

the number of days in the Broken JIBAR Period;

the number of days in the period for which R₁ is quoted on the first day of the Broken JIBAR Period;

the number of days in the period for which R₂ is quoted on the first day of the Broken JIBAR Period;

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 25.19.2 (Distributions);

Cash Distribution Prepayment Amount has the meaning given to it in Clause 25.19.2(f) (Distributions);

Blue Label Telecoms means Blue Label Telecoms Limited (registration number 2006/022679/06), a public company registered under the laws of South Africa;

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 7 (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:

any member of the Group or any of its advisers; or

another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group,

is or becomes public information other than as a result of any breach by that Finance Party of Clause 38 (Confidentiality); or

is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or

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

1.1.29

Confidentiality Undertaking means a confidentiality undertaking substantially in the form set out in Schedule 10 (Form of Confidentiality Undertaking) or otherwise in the agreed form;

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;

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

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

from performing its payment obligations under the Finance Documents; or

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

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

Dormant Subsidiary means each member of the Group listed in Schedule 12 (Dormant Subsidiaries);

1.1.33

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

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

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

land (including, without limitation, land under water);

1.1.34

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;

the pollution or protection of the Environment;

harm to or the protection of human health; or

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

1.1.36

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;

1.1.38

Escrow Deposit means the deposit made by or for the benefit of the Borrower pursuant to Clause 7.2 (Escrow Deposit);

Escrow Deposit Security Cession means the cession in security given by the Borrower in favour of RMB under Clause 8 (Security Cession) over all of its rights, title, interests and claims against RMB in respect of the Escrow Deposit;

Event of Default means any event or circumstance specified in Clause 26 (Events of Default);

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 15 (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 actual or contingent liability under the Bank Guarantee or any other commitment whatsoever to provide finance or any other form of credit or financial accommodation to any person under any Finance Document,

as certified in writing by the Facility Agent (acting on the instructions of all the Lenders) within 5 Business Days of receipt of a request for confirmation from the Borrower, if all the requirements above have in fact been met;

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 Bank Guarantee;

the Subordination 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,

and any other document designated as such by agreement between the Facility Agent and the Borrower;

Finance Parties means the Lenders and the Administrative Parties (and Finance Party, as the context requires, means any of them);

Financial Indebtedness means any indebtedness for or in respect of:

moneys borrowed, credit provided and debit balances at financial institutions;

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

any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with IFRS, be treated as a finance or capital lease;

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

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

any Treasury Transaction (and, when calculating the value of that Treasury Transaction, only the mark-to-market value (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount) shall be taken into account);

any amount raised by the issue of a share which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) is or may become mandatorily redeemable or redeemable at the option of its holder (including upon the occurrence of any default under the terms of issue of any such share);

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

the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (i) above;

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;

Intellectual Property Rights means:

any know-how, patent, trade mark, service mark, design, invention, trading or business name, domain name, topographical or similar right;

any copyright, data base or other intellectual property right; or

any interest and rights to use (including by way of licence) in the above,

in each case whether registered or not, and includes any related application;

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;

Issue Date means the date of the Bank Guarantee issued by RMB under Senior Facility A and Senior Facility B;

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,

as of 11h00 on the Quotation Day for the offering of deposits in Rand for a period comparable to that Interest Period;

JIBAR Overnight Deposit Rate 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,

as of 11h00 on the Quotation Day for the offering of overnight deposits in Rand;

Joint Venture means any joint venture entity, whether a company, unincorporated firm, undertaking, association, joint venture or partnership (whether an en commandite partnership or any other partnership) or similar person, comprising an association of two or more persons to undertake a business enterprise through a combination of assets and/or expertise;

Lenders means:

the Senior Facility A Lenders;

the Senior Facility B Lenders; and

the Senior Facility C Lenders,

and Lender, as the context requires, means any of them;

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 25 November, 2016;

Majority Lenders means, at any time, Lenders:

if there is any Utilisation then outstanding, whose share in the outstanding Utilisation and whose undrawn Commitments then aggregate 662/3 per cent. or more of the aggregate of all the outstanding Utilisations and the undrawn Commitments of all the Lenders;

if there is no Utilisation then outstanding, whose undrawn Commitments then aggregate 662/3 per cent. or more of the Total Commitments; or

if there is no Utilisation then outstanding and the Total Commitments have been reduced to zero, whose Commitments aggregated 662/3 per cent. or more of the Total Commitments immediately before the reduction;

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

the business, operations, property or condition (financial or otherwise) of the Borrower, any other Obligor and/or the Group taken as a whole;

the ability of an Obligor to perform its obligations under the Finance Documents; or

the validity or enforceability of the Finance Documents or the validity or enforceability of, or the effectiveness or ranking of any Transaction Security granted or purported to be granted pursuant to any of the Finance Documents or the rights or remedies of any Finance Party under any of the Finance Documents;

1.1.71

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:

the gross assets, EBITDA or total revenue of a Subsidiary of the Borrower will be determined using the latest audited consolidated financial statements of the Borrower;

if a Subsidiary of the Borrower becomes a member of the Group after the date on which the latest audited consolidated financial statements of the Borrower have been prepared, the gross assets, EBITDA or total revenue of that Subsidiary will be determined from its latest consolidated financial statements;

the gross assets, Consolidated EBITDA or total revenue of the Group will be determined from the latest audited consolidated financial statements of the Borrower;

the EBITDA of a Subsidiary (or a company or business subsequently acquired or disposed of) will be determined on the same basis as Consolidated EBITDA (as defined in Clause 1.2 (Financial Definitions) below), except that references to the Borrower will be construed as references to that Subsidiary, company or business.

each Original Guarantor (other than the Borrower);

any Subsidiary of the Borrower which is a direct Holding Company of an Obligor;

each directly or indirectly wholly-owned Subsidiary of the Borrower (other than any Dormant Subsidiary); or

any member of the Group to which an Obligor or a Material Subsidiary disposes of all or any substantial part of its assets (on the date of that transfer and for any applicable period thereafter);

1.1.72

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:

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

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

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

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

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, 2015;

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 FirstRand Bank Limited (acting through its Rand Merchant Bank division);

Party means a party to this Agreement;

Permitted Acquisition has the meaning given to that term in Clause 25.9 (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 25.6 (Disposals);

Permitted Distribution has the meaning given to that term in Clause 25.19.1 (Distribution);

Permitted Encumbrance has the meaning given to that term in Clause 25.4 (Negative pledge);

Permitted Financial Indebtedness has the meaning given to that term in Clause 25.5 (Financial Indebtedness);

Permitted Guarantee has the meaning given to that term in Clause 25.12 (Third party guarantees);

Permitted Loan has the meaning given to that term in Clause 25.11 (Loans out);

Permitted Share Issue has the meaning given to that term in Clause 25.18.2 (Share capital);

Permitted Treasury Transaction has the meaning given to that term in Clause 25.13 (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 10.4 (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 22.30 (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);

RMB means FirstRand Bank Limited (acting through its Rand Merchant Bank division) acting in its capacity as Original Senior Facility A Lender and Original Senior Facility B Lender and issuer of the Bank Guarantee pursuant to, amongst others, a Utilisation under Senior Facility A and Senior Facility B (and any reference to Senior Facility A Lender or Senior Facility B Lender, as the context requires, will, for the avoidance of doubt, include RMB in its capacity as issuer or the Bank Guarantee);

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;

1.1.101

Sanctioned Transaction means the use of the proceeds of the Senior Facilities for the purpose of financing or providing any credit, directly or indirectly, to:

a Sanctioned Entity; or

any other person or entity, if a member of the Group has actual knowledge that the person or entity proposes to use the proceeds of the financing or credit for the purpose of financing or providing any credit, directly or indirectly, to a Sanctioned Entity,

in each case to the extent that to do so is prohibited by, or would cause any breach of, Sanctions;

Sanctions means trade, economic or financial sanctions, laws, regulations, embargoes or restrictive measures imposed, administered or enforced from time to time by any Sanctions Authority;

Sanctions Authority means:

the United Nations;

the European Union;

the Council of Europe (founded under the Treaty of London, 1946);

the government of the United States of America;

the government of the United Kingdom;

the government of the Republic of France,

and any of their governmental authorities, including, without limitation, the Office of Foreign Assets Control for the US Department of Treasury (OFAC), the US Department of Commerce, the US State Department or the US Department of the Treasury, Her Majesty's Treasury (HMT) and the French Ministry of Finance (MINEFI);

the Specially Designated Nationals and Blocked Persons List maintained by OFAC;

the Consolidated List of Financial Sanctions Targets and the Investments Ban List maintained by HMT,

and any similar list maintained, or a public announcement of a Sanctions designation made, by any Sanctions Authority, in each case as amended, supplemented or substituted from time to time;

SASSA Contract means the agreement between the South African Social Security Agency and Cash Paymaster, dated 3 February, 2012, in respect of the payment of social grants to registered South African beneficiaries;

for JIBAR, the Johannesburg Interbank Agreed Rate, polled and published by the South African Futures Exchange (a division of the JSE Limited) for deposits in Rand for the relevant period, as displayed on the Reuters Screen SAFEY Page alongside the caption "SFX 1M YLD" at the applicable time; or

for the JIBAR Overnight Deposit Rate, the SAFEX overnight call deposit rate, polled and published by the South African Futures Exchange (a division of the JSE Limited) for deposits in Rand for the relevant period, as displayed on the Reuters Screen SAFEY Page alongside the caption "SFXROD" at the applicable time;

If the relevant page is replaced or the information service ceases to be available, the Facility Agent (after consultation with the Borrower and the Lenders) may specify another page or service displaying the appropriate rate;

a mortgage bond, notarial bond, cession in security, pledge, hypothec, lien, charge, assignment or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect but excluding statutory preferences;

any arrangement under which money or claims may be applied, set off or made subject to a combination of accounts so as to effect discharge of any sum owed or payable to any person; or

any other type of preferential agreement or arrangement (including title retention) having an effect similar to the creation of a security interest;

Security Agreement means the Security Cession & Pledge and the Escrow Deposit Security Cession;

Security Cession & Pledge means the pledge and cession in securitatem debiti of the shares, securities and other ownership interests it holds pursuant to the Subscription Agreement, in Blue Label Telecoms 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 R500,000,000 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,

to the extent not cancelled, reduced or transferred by it under this Agreement or the Senior Facility A Agreement;

any Original Senior Facility A Lender; and

any bank, financial institution, trust, fund or other entity which becomes a Party as a Senior Facility A Lender after the Signature Date in accordance with Clause 27 (Changes to the Lenders),

in each case, which has not ceased to be a Party in accordance with the terms of this Agreement (and Senior Facility A Lender, as the context requires, means any of them);

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 outstanding principal amount of the Bank Guarantee issued by RMB, 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 R900,000,000 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,

any Original Senior Facility B Lender; and

any bank, financial institution, trust, fund or other entity which becomes a Party as a Senior Facility B Lender after the Signature Date in accordance with Clause 27 (Changes to the Lenders),

in each case, which has not ceased to be a Party in accordance with the terms of this Agreement (and Senior Facility B Lender, as the context requires, means any of them);

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 outstanding principal amount of the Bank Guarantee issued by RMB, 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 Lender, 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;

1.1.133

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);

the subscription price received by the Borrower in respect of shares subscribed for in the share capital of Borrower provided those shares by their terms (or by the terms of any security into which they may be convertible or for which they may be exchangeable) are not mandatorily redeemable or redeemable at the option of a holder; 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 25.5 (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;

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);

any partnership, joint venture, trust, juristic person or other entity controlled by that person;

1.1.140

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

the Total Senior Facility A Commitments;

the Total Senior Facility B Commitments; and

the Total Senior Facility C Commitments;

Total Senior Facility A Commitments means the aggregate of the Senior Facility A Commitments;

Total Senior Facility B Commitments means the aggregate of the Senior Facility B Commitments;

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

Transaction Security means the Security created or expressed to be created for the benefit of the Finance Parties under this Agreement, together with such further Security as a Finance Party may from time to time be given for the obligations of an Obligor under the Finance Documents;

Transfer has the meaning given to it in Clause 27.1 (Cessions and delegations by the Lenders);

Transfer Certificate means a certificate substantially in the form set out in Schedule 3 (Form of Transfer Certificate) or otherwise in the agreed form;

Transfer Date, in relation to a Transfer, means the later of:

the proposed Transfer Date specified in the Transfer Certificate; and

the date on which the Facility Agent executes the Transfer Certificate;

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 or the Bank Guarantee;

Utilisation Date means the date of a Utilisation, being the date on which the relevant Loan is to be made or Bank Guarantee is issued, as applicable;

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.

Financial definitions

In this Agreement the following terms have the meanings set out below:

1.2.1

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:

the cash is accessible and may be withdrawn in full by a member of the Group within 30 days;

access to and withdrawal of the cash is not contingent on the prior discharge of any indebtedness of any person or the satisfaction of any other condition;

no Security exists over the cash or over claims in respect thereof (other than Security arising under the Security Documents); and

the cash is freely and (except as mentioned in paragraph (a) above) immediately available to be applied in repayment or prepayment of the Senior Facilities,

but excluding (A) any such cash in hand or credit balances or amounts on deposit held at Grindrod Bank Limited if, at any applicable time, the aggregate amount of such credit balances, amounts on deposit or certificates of deposit contemplated in Clause 1.2.2(a) issued by Grindrod Bank Limited exceeds R200,000,000 (or its equivalent in any other currency), and (B) any such cash in hand or credit balances or amounts on deposit at any applicable time relating to Settlement Assets of members of the Group;

certificates of deposit maturing within 90 days after the relevant date of calculation, issued by an Acceptable Bank in South Africa;

investments accessible and which can be monetised within 90 days in a South African money market collective investment scheme which:

has an international credit rating of A-1 or higher by Standard & Poor's Ratings Services or P-1 or higher by Moody's Investor Services Limited, or a comparable rating from an internationally recognised credit rating agency;

invests substantially all its assets in securities of the type described in paragraph (a) above; or

any other debt security expressly approved by the Facility Agent,

in each case, denominated in Rand or another currency approved by the Facility Agent, and to which any member of the Group is alone (or together with other members of the Group) beneficially entitled at that time and which is not issued or guaranteed by any member of the Group or subject to any Security (other than Security arising under the Security Documents) but excluding any certificates of deposit contemplated in Clause 1.2.2(a) issued by Grindrod Bank Limited if, at any applicable time, the aggregate amount of such certificates of deposit and any cash in hand or credit balances or amounts on deposit contemplated in Clause 1.2.1 held at Grindrod Bank Limited exceeds R200,000,000 (or its equivalent in any other currency);

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):

any Interest accrued as an obligation of any member of the Group, whether or not paid, deferred or capitalised during that period;

any amount of Tax on profits, gains or income paid or payable by members of the Group and any amount of any rebate or credit in respect of Tax on profits, gains or income received or receivable by members of the Group;

any depreciation or amortisation whatsoever, and any charge for impairment or any reversal in that period of any previous impairment charge;

any loss against book value incurred by a member of the Group on the disposal of any asset (other than trading stock) during that period;

any gain over book value arising in favour of a member of the Group on the disposal of any asset (other than trading stock) during that period and any gain arising on any revaluation of an asset during that period;

any unrealised gains or losses due to exchange rate movements which are reported through the income statement;

any unrealised gains or losses on any financial instrument (other than any financial instrument which is accounted for on a hedge accounting basis) which are reported through the income statement;

the amount of profit or loss of any associate entity (which is not a member of the Group) in which any member of the Group has an ownership interest, to the extent (in respect of profit only) that the amount of such profit reported through the income statement exceeds the amount (net of any applicable withholding tax) received in cash by members of the Group through distributions by that entity; and

any extraordinary and exceptional items approved by the Facility Agent in writing before the applicable Measurement Date;

1.2.4

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":

does not include any Permitted Financial Indebtedness pursuant to Clause 25.5.3 (Financial Indebtedness);

does not include any Settlement Obligations in respect of the Group; and

in relation to any Treasury Transaction, only includes the actual amount due by the Borrower as a result of the termination or close-out of that derivate transaction;

1.2.5

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 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),

and includes commitment and non-utilisation fees (including those payable under the Finance Documents), but excludes facility agent's and front-end, management, arrangement and participation fees with respect to any Financial Indebtedness (including those payable under the Finance Documents);

31 December, 2016; and

thereafter, the last day of March, June, September and December of each year;

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.

Construction

any Arranger, the Facility Agent, any Finance Party, any Lender, any

Obligor, any Party or any other person shall be construed so as to include its successors in title, permitted cessionaries and permitted transferees;

a document being in the agreed form means that the document is in a form previously agreed in writing by or on behalf of the Borrower and the Facility Agent or, if not so agreed, is in form and substance satisfactory to the Facility Agent;

an amendment includes an amendment, supplement, novation, re-enactment, replacement, restatement or variation and amend will be construed accordingly;

assets includes businesses, undertakings, securities, properties, revenues or rights of every description and whether present or future, actual or contingent;

an authorisation includes authorisation, consent, approval, resolution, licence, permit, exemption, filing, notarisation, lodgement or registration;

authority includes any court or any governmental, intergovernmental or supranational body, agency, department or any regulatory, self-regulatory or other authority;

a disposal means a sale, transfer, cession, assignment, donation, grant, lease, licence or other alienation or disposal, whether voluntary or involuntary and whether pursuant to a single transaction or a series of transactions, and dispose will be construed accordingly;

distribution means a transfer by a company of money or other assets of the company (other than its own shares) to, or to the order (or otherwise for the benefit) of, one or more holders of shares in that company or another company within the same group of companies, including any principal or interest in respect of amounts due (whether in respect of an intercompany or a shareholder loan or otherwise); any dividend (including any interest on any unpaid amount of a dividend), charge, fee, consideration or other distribution (whether in cash or in kind) on or in respect of its shares or share capital (or any class of its share capital); any repayment or distribution of any share premium account; and the payment of any management, advisory or other fee;

a Finance Document or any other agreement or instrument includes (without prejudice to any prohibition on amendments) all amendments (however fundamental) to that Finance Document or other agreement or instrument, including any amendment providing for any increase in the amount of a facility or any additional facility or replacement facility;

a guarantee means (other than in Clause 21 (Guarantee and Indemnity) any guarantee, bond, letter of credit, indemnity or similar assurance against financial loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person, where, in each case, that obligation is assumed in order to maintain or assist the ability of that person to meet any of its indebtedness;

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

know your customer requirements are the identification checks that a Finance Party requests in order to meet its obligations under any applicable law or regulation to identify a person who is (or is to become) its customer;

a person includes any individual, company, corporation, unincorporated association or body (including a partnership, trust, fund, joint venture or consortium), government, state, agency, organisation or other entity whether or not having separate legal personality;

a refinancing means an unscheduled repayment of Loans and other amounts outstanding under the Finance Documents which is funded, directly or indirectly, by way of Financial Indebtedness incurred or shares issued by a member of the Group, and refinance will be construed accordingly;

the outstanding or principal amount of the Bank Guarantee, at any time, is the maximum amount (actual or contingent) that is or may be payable by RMB in respect of the Bank Guarantee at that time, less any amount of cash cover provided in respect of the Bank Guarantee which has not been applied in payment to RMB;

a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but, if not having the force of law, being of a type with which any person to which it applies is accustomed to comply) of any governmental, inter-governmental or supranational body, agency, department or regulatory, self-regulatory or other authority;

a provision of law is a reference to that provision as extended, applied, amended or re-enacted, and includes any subordinate legislation;

one gender include a reference to the others; the singular includes the plural and vice versa; natural persons include juristic persons and vice versa; and

a time of day is a reference to Johannesburg time.

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 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).

1.3.14

The Borrower providing cash cover in respect of the Bank Guarantee means the Borrower paying an amount in Rand to an interest-bearing bank account in the name of the Borrower and the following conditions are met:

the bank account is with RMB;

until no amount is or may be outstanding under the Bank Guarantee or in relation to any other Senior Facility Outstandings, withdrawals from the account may only be made to pay RMB amounts due and payable to it under the Finance Documents in respect of the Bank Guarantee or any other Senior Facility Outstandings; and

the Borrower has executed a security document over that account, in form and substance satisfactory to RMB, creating first-ranking Security over that account, amounts standing to the credit of that account and all the Borrower's claims in respect thereof in favour of RMB.

1.3.15

For the purposes of this Agreement (including each mandatory prepayment provision set out in Clause 10 (Prepayment and Cancellation) and in relation to Clause 26.15 (Acceleration)), the Senior Facility A Agreement and Senior Facility B Agreement, the Borrower making a payment, repayment or prepayment of, or paying, repaying or prepaying, the Bank Guarantee means:

the Borrower providing cash cover in respect of the Bank Guarantee and the Senior Facility A Outstandings and Senior Facility B Outstandings in relation thereto; or

the outstanding amount of the Bank Guarantee issued under Senior Facility A and Senior Facility B being reduced or cancelled in accordance with its terms; or

the Bank Guarantee issued under Senior Facility A and Senior Facility B is returned to RMB by the beneficiary, with its written confirmation that it is released and cancelled; or

RMB is satisfied that it has no further liability under the Bank Guarantee issued under Senior Facility A and Senior Facility B, or otherwise under the relevant Facility,

and the amount by which the Bank Guarantee is so paid, repaid or prepaid under paragraphs (a) and (b) above is the amount of the relevant cash cover, reduction or cancellation (as applicable).

An amount borrowed includes any amount utilised by way of the Bank Guarantee.

A Lender funding its participation in a Utilisation includes a Lender participating in the Bank Guarantee.

Amounts outstanding under this Agreement include amounts outstanding under or in respect of the Bank Guarantee.

An outstanding amount of the Bank Guarantee at any time is the maximum amount that is or may be payable by the Borrower in respect of the bank Guarantee at that time.

The Borrower's obligation on Utilisations becoming due and payable includes the Borrower repaying the Bank Guarantee in accordance with Clause 1.3.15.

Third party rights

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.

THE SENIOR FACILITIES

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

Senior Facility B

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

Senior Facility C

2.3.1

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.

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

if Total Senior Facility C Commitments are R0 at that time, the ratio at that time of the Commitment of that Senior Facility C Lender under Senior Facility A to the Total Senior Facility A Commitments (in each case, as reduced or cancelled in accordance with the terms of this Agreement);

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

Senior Facility A Voluntary Prepayment Date means a date on which the Borrower makes a voluntary prepayment, pursuant to Clause 10.5 (Voluntary prepayments), of an outstanding principal amount of the Senior Facility A Loan in accordance with the payment mechanics set out in Clause 33.1 (Payment mechanics);

Senior Facility C Commitment, at any time, means:

in relation to a Senior Facility C Lender, its Pro Rata Share at that time of the Total Senior Facility C Commitments and the amount of any Senior Facility C Commitment transferred to it under this Agreement; and

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

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

Senior Facility C Lenders means:

the Senior Facility A Lenders as at the first Senior Facility A Voluntary Prepayment Date (which will include the Original Senior Facility C Lender to the extent it is a Senior Facility A Lender on that date); and

any bank, financial institution, trust, fund or other entity which becomes a Party as a Senior Facility C Lender after the first Senior Facility A Voluntary Prepayment Date in accordance with Clause 27 (Changes to the Lenders),

in each case, which has not ceased to be a Party in accordance with the terms of this Agreement (and Senior Facility C Lender, as the context requires, means any of them); and

Total Senior Facility C Commitments means, at any time, an amount equal to the aggregate amount of voluntary prepayments of the outstanding principal amount of the Senior Facility A Loan made by the Borrower pursuant to Clause 10.5 (Voluntary prepayments) at that time, provided that:

if there is no Senior Facility A Loan disbursed as contemplated in Clause 6.1.2(b)(ii) (Payment of claims); or

if there is such disbursement, until the Borrower has made a prepayment in respect of any principal amount of the Senior Facility A Loan pursuant to Clause 10.5 (Voluntary prepayments),

Finance Parties' rights and obligations

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.

PURPOSE

Purpose

fund working capital requirements and general corporate expenditure requirements of the Group;

fund capital expenditure requirements of the Group;

fund the acquisition of shares in the share capital of Blue Label Telecoms; and

pay costs, fees and expenses incurred by the Borrower in entering into the Finance Documents,

3.1.2

Senior Facility A and Senior Facility B may only be utilised for the purpose of requesting RMB to issue the Bank Guarantee for the purpose of Clause 3.1.1(c).

Monitoring

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

CONDITIONS OF UTILISATION

Initial conditions precedent

A Utilisation Request may not be given (and a Lender shall have no obligation to issue the Bank Guarantee, advance any Loan or provide any other form of credit or financial accommodation under any Senior Facility to any person) unless the Facility Agent has notified the Borrower that all the documents and other evidence listed in Part I of Schedule 2 (Conditions Precedent) have been received in form and substance satisfactory to the Lenders. The Facility Agent shall notify the Borrower as soon as reasonably practicable upon receiving confirmation of all the Lenders being so satisfied.

Further conditions precedent

Subject to the terms of this Agreement, a Lender will only be obliged to issue the Bank Guarantee, participate in a Loan or other Utilisation under a Senior Facility if, in the reasonable opinion of that Lender, on the date of the Utilisation Request and on the proposed Utilisation Date:

Waiver or deferral of conditions precedent

Each condition precedent referred to in this Clause 4 is for the benefit solely of the Lenders. The Facility Agent (acting on the instructions of all the Lenders) may, by notice to the Borrower, waive or defer delivery of any condition precedent, in whole or in part, and subject to such other conditions (if any) as it may determine.

Failure to close

If the Closing Date has not occurred by 23H59 on the Longstop Date (or such later date as may be agreed by the Facility Agent, acting on the instructions of all the Lenders), the Total Commitments shall immediately, automatically and without a requirement for notice to be given to any person, be cancelled and reduced to zero.

UTILISATION

Utilisations under a Senior Facility Agreement

Subject to the terms of this Agreement, the Borrower may utilise a Senior Facility under a Senior Facility Agreement to which it is a party on the terms and conditions of the applicable Senior Facility Agreement.

Automatic cancellation

The Commitments of each Lender under a Senior Facility which, at that time, are unutilised, shall automatically be cancelled immediately at 11h00 on the last day of the Availability Period for the relevant Senior Facility.

PAYMENTS UNDER BANK GUARANTEE

Payment of claims

6.1.1

It is recorded that RMB will pay any claim made under the Bank Guarantee in accordance with the terms of the Bank Guarantee (a Guarantee Claim).

undertakes to pay to RMB on the date of receipt of that Guarantee Claim an amount equal to the Guarantee Claim; and

irrevocably requests RMB (without any need to deliver a utilisation request of any nature), and in relation to paragraph (i) below appoints RMB in rem suam, to:

apply an amount of R600,000,000 standing to the credit of the Escrow Account; and

disburse Loans under Senior Facility A and Senior Facility B equal to the Total Senior Facility A Commitments and the Total Senior Facility B Commitments, respectively,

Notwithstanding Clause 7.2.3 below and following payment pursuant to Clause 6.1.2(b)(i) above, the balance (if any) standing to the credit of the Escrow Account, subject to the terms of the Finance Documents, shall be held to the order of the Borrower.

The Parties record that the power of attorney set out in Clause 6.1.2(b) above is given in connection with the obligations of the Borrower under this Agreement and the security interests established in favour of RMB under Clause 8 (Security Cession) and is not capable of being revoked by the Borrower or another person before the Final Discharge Date.

is not obliged to carry out any investigation or seek any confirmation from any other person before paying such a claim; and

deals in documents only and will not be concerned with the legality of such a claim or any underlying transaction or any available set-off, counterclaim or other defence of any person,

The Borrower hereby indemnifies RMB against, and undertakes to pay to RMB within three Business Days of demand, the amount of any loss or liability (other than consequential damages or opportunity costs) which RMB incurs under or in connection with the issue of the Bank Guarantee (excluding, for the avoidance of doubt, the disbursement of the Senior Facility A Loan and Senior Facility B Loan in relation to the Bank Guarantee), except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of RMB.

ESCROW DEPOSIT

Definitions

In this Clause 7 and this Agreement:

7.1.2

Blue Label Account means the "Designated Account" as defined in the Subscription Agreement, account maintained by Blue Label Telecoms, with the following details:

Subscription Agreement means the subscription agreement, dated 4 October, 2016, between the Borrower and Blue Label Telecoms, as amended from time to time;

Subscription has the meaning given to that term in the Subscription Agreement; and

Subscription Date has the meaning given to that term in the Subscription Agreement.

Escrow Deposit

The Borrower must on or before 20 October, 2016 credit the Escrow Account in cleared funds in an amount not less than R600,000,000.

The Borrower shall comply with its obligations under Clause 7.2.1 above, by procuring payment of the applicable amount, in Rand, by way of electronic funds transfer directly into the Escrow Account.

The Borrower shall not, without the express prior consent of the Facility Agent, withdraw, transfer or otherwise permit any debits in respect of amounts standing to the credit of the Escrow Account (or request or instruct the Facility Agent to do so) before the Final Discharge Date.

It is an indivisible term of the agreement between the Parties to make, accept, hold and apply the Escrow Deposit as contemplated in this Agreement and that the Escrow Deposit and the Escrow Account be and remain subject to the Security established in favour of the Finance Parties under Clause 8 (Security Cession).

The Borrower may not transfer or dispose to any person any of its rights, title, interests and claims in respect of the Escrow Deposit or the Escrow Account, without the express prior consent of the Facility Agent.

Interest and repayment

Amounts deposited into and standing to the credit of the Escrow Account, from time to time, pursuant to this Agreement, shall bear interest in favour of the Borrower at 6.80 per cent. per annum

Subject to the other provisions of the Finance Documents, if the Subscription Date has not occurred by the Bank Guarantee Expiry Date, all amounts standing to the credit of the Escrow Account shall be held to the order of the Borrower and paid or repaid to it, or as it may direct. RMB has no obligation whatsoever to pay or repay to the Borrower or any successor in title of the Borrower the amount of the Escrow Deposit (or any part thereof) or any other amount standing to the credit of the Escrow Account:

at any time before the Bank Guarantee Expiry Date; or

if and to the extent that any part of that amount has been or will be applied to make payment in respect of a Guarantee Claim pursuant to Clause 6.1.2(b)(i) (Payments under Bank Guarantee).

The Borrower shall indemnify RMB against and, immediately on demand, pay to it the full amount of any and all costs, expenses, losses, damages and liabilities (other than consequential damages or opportunity costs) incurred or sustained by RMB as a result of or in connection with RMB executing or otherwise giving effect to the irrevocable payment instructions set out in Clause 6.1 (Payment of claims), except to the extent that any such costs, expenses, losses, claims, damages and liabilities arise as a result of the gross negligence or wilful default of RMB.

SECURITY CESSION

Defined terms

In this Clause 8:

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

all rights and benefits in respect of any agreement for the realisation thereof; and

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

the Escrow Account;

the Escrow Deposit;

the Related Rights,

and all of the Borrower'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 date of this Agreement) and, individually, any property forming part thereof; and

Secured Obligations means all present and future obligations and indebtedness of whatsoever nature (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 any Obligor may now or at any time hereafter owe or have towards the Finance Parties under or in connection with the Finance Documents (including, without limitation, the obligations of the Borrower to pay to RMB the amount of any Guarantee Claim pursuant to Clause 6.1.2 (Payments under Bank Guarantee).

Cession

The Borrower cedes in securitatem debiti to RMB all of the Borrower's Secured Property, in each case individually and collectively with all the other Secured Property, as continuing general covering collateral security for the due, proper and punctual payment and performance in full of all the Secured Obligations, on the terms set out in this Agreement, which cession RMB accepts.

The security cession given under this Agreement is intended to operate as a cession of each part and all of the Secured Property, individually and collectively.

If, for any reason, any security interests intended to be created under this Agreement are or become illegal, invalid or unenforceable in respect of:

some of the Secured Property, the cession of that Secured Property shall be severed from this Agreement;

the Borrower, the cession of the Secured Property given by that Cedent shall be severed from this Agreement,

and this Agreement and all the security interests created over the remainder of the Secured Property shall continue in full force and effect.

The cession contemplated by this Agreement operates as a security cession and not as an outright cession, and the Borrower retains bare ownership of all its Secured Property, subject to the rights of RMB as secured creditor.

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

Enforcement

If an Event of Default is continuing, RMB may, without prejudice to any other rights it may have against the Borrower, exercise its rights under this Clause 8.3, and otherwise put into force and effect all rights, powers and remedies available to it in relation to the Secured Property, in such manner and on such terms and conditions as it in its sole discretion considers most expedient. Without limiting the foregoing, if an Event of Default is continuing, RMB may, and the Borrower hereby irrevocably and unconditionally authorises and empowers RMB or its nominee, and appoints it in rem suam, without any further authority or consent of any nature whatsoever required from any person, in the name of RMB or in the name of the Borrower to:

discharge the Secured Obligations; and/or

make any payment contemplated by this Agreement to Blue Label Telecoms;

REPAYMENT

Subject to the terms of this Agreement, the Borrower shall repay all Loans made to it under a Senior Facility Agreement to which it is a party in full, in the amounts and on the dates specified in that Senior Facility Agreement, and otherwise in accordance with the terms of that Senior Facility Agreement.

PREPAYMENT AND CANCELLATION

Mandatory prepayment - illegality

If it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement, to have the Bank Guarantee outstanding or to fund or maintain its participation in any Loan:

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 before the Bank Guarantee is issued, the Available Commitment of that Lender will be immediately cancelled and it shall not be obliged to issue the Bank Guarantee;

upon the Facility Agent notifying the Borrower after the Bank Guarantee has been issued but before payment of the Aggregate Subscription Price pursuant to Clause 6.1 (Payments under Bank Guarantee):

the Available Commitment of that Lender shall be immediately cancelled;

the Borrower shall use its best endeavours to ensure the release of the full liability of that Lender under the outstanding Bank Guarantee; and

failing this, the Borrower shall pay, repay or prepay to that Lender its participation in the Senior Facility A Outstandings and Senior Facility B Outstandings, on the date specified by that Lender in the notice delivered to the Facility Agent, which must not be earlier than the date falling 3 Business Days after the date of that notice; or

10.1.4

upon the Facility Agent notifying the Borrower after the Bank Guarantee has been issued and after payment of the Aggregate Subscription Price pursuant to Clause 6.1 (Payments under Bank Guarantee):

the Available Commitment of that Lender will be immediately cancelled; and

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).

Mandatory prepayment - sanctions

is or becomes a Sanctioned Entity;

participates in any manner in any Sanctioned Transaction,

each Obligor shall notify the Facility Agent promptly upon becoming aware of that event (unless that Obligor is aware that a notification has already been provided by another Obligor).

upon the Facility Agent receiving a notice from an Obligor under Clause 10.2.1 above or a similar notice from any Finance Party, it shall notify the Lenders as soon as reasonably practicable;

a Lender shall not be obliged to fund any Utilisation;

if a Lender so requires, the Facility Agent shall cancel the Commitments of that Lender and declare the participation of that Lender in all outstanding Utilisations, together with all other Senior Facility Outstandings due to that Lender due and payable, whereupon the Commitments of that Lender will be cancelled immediately and all such outstanding amounts will become immediately due and payable in relation to the Bank Guarantee or become due and payable on the last day of the Interest Period for each Loan occurring after the Facility Agent has so notified the Borrower or, if earlier, the date specified by the Facility Agent in that notice (being no earlier than the last day of any applicable grace period permitted by law).

Mandatory prepayment - change of control or transfer of business

any person, or group of persons acting in concert, gains control, directly or indirectly, of Holdco;

the shares of common stock of Holdco are delisted from the NASDAQ Stock Market or the trade in those shares is suspended for more than five trading day (other than by reason of a general suspension of trading in securities by the NASDAQ Stock Market);

subject to Clause 10.3.2, Holdco does not, or ceases to, hold, legally and beneficially, and have the right to vote as it sees fit 100 per cent. of the issued share capital of the Borrower;

subject to Clause 10.3.2, the Borrower does not, or ceases to, hold, legally and beneficially, and have the right to vote as it sees fit, directly or indirectly, 100 per cent. of the issued share capital of each other Obligor (other than Cash Paymaster);

subject to Clause 10.3.2, the Borrower does not, or ceases to, hold, legally and beneficially, and have the right to vote as it sees fit, directly or indirectly, 87.5 per cent. of the issued share capital of Cash Paymaster; or

there is one or more sales (whether in a single transaction or a series of related transactions) of assets of one or more members of the Group associated with any operating division or business which, on a cumulative basis, contributed (directly or indirectly) more than 25.00 per cent. of Consolidated EBITDA or total assets of the Group for the Measurement Period of the Group most recently ended,

a Lender shall not be obliged to fund any Utilisation; and

if a Lender so requires, the Facility Agent shall, by notice to the Borrower, cancel the Commitments of that Lender and declare the participation of that Lender in all outstanding Utilisations, together with all other Senior Facility Outstandings due to that Lender immediately due and payable, whereupon the Commitments of that Lender will be cancelled immediately and all such outstanding Utilisations will become immediately due and payable.

in relation to Clause 10.3.1(c) where Holdco's shareholding, or the percentage of shares it is entitled to vote, reduces, directly or indirectly, by a maximum amount of 25 per cent. pursuant to a Permitted BEE Transaction;

in relation to Clause 10.3.1(d) where the Borrower's shareholding, or the percentage of shares it is entitled to vote, reduces, directly or indirectly, by a maximum amount of 25 per cent. pursuant to a Permitted BEE Transaction;

in relation to Clause 10.3.1(e) where the Borrower's shareholding, or the percentage of shares it is entitled to vote, reduces, directly or indirectly, by a maximum amount of 17.5 per cent. pursuant to a Permitted BEE Transaction.

control, in relation to any company or similar organisation or person:

the shares of which are not listed on a stock exchange, means another company or legal entity or person (whether alone or pursuant to an agreement with others):

holds or controls more than 50 per cent. of the voting rights (taking into account when such voting rights can be exercised) in that company;

has the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to appoint or remove the majority of that company’s board of directors; or

has the power to ensure the majority of that company’s board of directors will act in accordance with its wishes; and

the shares of which are listed on a stock exchange, means:

the holding of shares or the aggregate of holdings of shares or other securities in a company entitling the holder thereof to exercise, or cause to be exercised more than 50 per cent. of the voting rights at shareholder meetings of the company irrespective of whether such holding or holdings confers de facto control; or

the holding or control by a shareholder or member alone or pursuant to an agreement with other shareholders or members of more than 50 per cent. of the voting rights in the company irrespective of whether such holding or holdings confers de facto control; and

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

Mandatory prepayment - material disposal and insurance proceeds

Disposal Proceeds means the gross amount of consideration receivable by any member of the Group, in cash or cash equivalent instruments which upon receipt are readily convertible into Cash on reasonable commercial terms pursuant to a disposal of assets:

including the amount of any intercompany loan repaid by a person who ceases to be a member of the Group to continuing members of the Group;

treating any amount owing by any purchaser of assets as consideration received in cash if such amount is payable in cash later than 6 Months after such disposal or, if such amount is payable in cash within 6 Months of such disposal, such cash will be taken into consideration on the date of receipt by the member of the Group;

treating any amount set off by any purchaser of assets as consideration received in cash;

treating consideration initially received in a form other than cash or such other cash instruments, as being received when and if that consideration is converted into cash or such other cash instruments or becomes readily so convertible on reasonable commercial terms;

after deducting Taxes (and amounts reserved in respect of Taxes) paid or payable by members of the Group as a result of that disposal of assets; and

after deducting the properly evidenced costs and expenses incurred by members of the Group to persons who are not members of the Group directly in connection with that disposal of assets, including, in respect of the redundancy of employees or the relocation of employees which occurs as a result of that disposal of up to R80,000,000 during the term of this Agreement;

which, when taken together with the Disposal Proceeds of all other disposals of assets by members of the Group in the same financial year, are less than R50,000,000;

which, when taken together with the Disposal Proceeds of all other disposals of assets by members of the Group in the same financial year, are more than R50,000,000, but only to the extent that, they are to be (and are) applied as soon as reasonably practicable and in any event within 120 days of the date of receipt thereof (or such longer period as the Facility Agent may agree), to replace an asset (not being shares or any other ownership interest in a person) with another asset of a substantially similar type for use in the Group's business (being a fixed asset in the case of a disposal of a fixed asset);

of a disposal referred to in Clauses 25.6.1, 25.6.2, 25.6.3 (but only where the disposing entity is an Obligor and the acquiring entity is also an Obligor), 25.6.5, 25.6.6, 25.6.7, 25.6.8, 25.6.10, 25.6.11 or 25.6.12 (Disposals); or

which the Facility Agent agrees in writing comprises Excluded Disposal Proceeds;

which are, or are to be, applied to meet a third party liability claim or to cover operating losses (including business interruption, interruption loss or other loss of revenue) in respect of which the relevant Insurance claim was made;

which are applied or contractually committed to be applied (and are then so applied) as soon as reasonably practicable and in any event within 120 days of the date of receipt (or such longer period as the Facility Agent may agree), in reinstating or replacing (on a like for like basis) any asset, or in defraying the loss or liability to which the claim relates; or

which are in an amount per claim which is less than R50,000,000 and, when taken together with the value of any other claims in the same financial year, are less than R50,000,000;

Insurance Proceeds means the proceeds of a claim under any contract of Insurance maintained by or which may be claimed by a member of the Group, after deducting the reasonable, properly evidenced costs and expenses incurred by members of the Group to persons who are not members of the Group directly in connection with the recovery of that claim;

Material Disposal Proceeds means Disposal Proceeds other than Excluded Disposal Proceeds;

Material Insurance Proceeds means Insurance Proceeds other than Excluded Insurance Proceeds; and

Recovered Net Proceeds means Material Disposal Proceeds or Material Insurance Proceeds, as applicable.

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 11 (Prepayment Offers and Priorities).

Voluntary prepayment

Subject to the provisions of this Clause below, the Borrower may, by giving not less than 10 Business Days' prior notice to the Facility Agent, prepay a Senior Loan or other amount utilised under a Senior Facility at any time, in whole or in part. A prepayment of part of a Senior Loan must be in a minimum amount of R25,000,000 and an integral multiple of R5,000,000 or such lesser amount as may be outstanding under the Finance Documents (or such other amount as may be agreed by the Facility Agent).

Voluntary cancellation

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.

Cancellation and prepayment of a single Lender on a change of costs

any sum payable to any Lender by an Obligor is required to be increased under Clause 16.2 (Tax gross-up); or

any Lender claims indemnification from the Borrower under Clause 16.3 (Tax indemnity) or Clause 17 (Changes in Costs),

the Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, and provided no Default is then continuing, give the Facility Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender's participation in the Utilisations.

On receipt of a notice of cancellation referred to in Clause 10.7.1 above, 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 10.7.1 above (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.

Re-borrowing and reinstatement

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 10, 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,

except, in respect of Clause 10.9.1, for a prepayment which is required to be made to a particular Lender under this Clause 10 or under Clause 11 (Prepayment Offers and Priorities).

Other provisions

If the Facility Agent receives any notice of prepayment or cancellation under this Clause 10 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 10 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 10 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.

PREPAYMENT OFFERS AND PRIORITIES

The provisions of this Clause 11 shall apply to all amounts that are required to be applied in or towards the prepayment of Utilisations and other Senior Facility Outstandings pursuant to Clauses 10.4 (Mandatory prepayment - material disposal and insurance proceeds) and Clause 25.19.2(f) (Distributions).

Initial Prepayment Offers

If:

a member of the Group receives any amount of Recovered Net Proceeds (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, 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 25.19.2(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 25.19.2(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).

Acceptances and Additional Prepayment Offers

11.2.1

If a Lender wishes to accept an Initial Prepayment Offer or any part thereof, it must advise the Facility Agent of its acceptance and provide to it the following details:

the amount of its available Distributable Share which it requires to be paid to it (an Accepted Prepayment Amount); and

the maximum amount (the Additional Acceptances Limit) of any additional part of the Distributable Balance it would be prepared to accept (if any) in or towards payment and discharge of its participation in Utilisations and other Senior Facility Outstandings that remain outstanding under a Senior Facility in circumstances where one or more Lenders were to decline the applicable Initial Prepayment Offers made to them,

by way of a notice delivered to the Facility Agent no later than 5 Business Days after receipt of any applicable Initial Offer Notice (each such Lender which accepts any applicable Initial Prepayment Offer for the amount of its Distributable Share or any part thereof, being a Participating Lender). If a Lender fails to advise the Facility Agent of its acceptance of an Initial Prepayment Offer, as required under this paragraph, then it shall be deemed to have accepted the Initial Prepayment Offer in full.

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:

the Initial Prepayment Offers accepted (including offers that are deemed to have been accepted) and declined and the aggregate amount of Distributable Shares for which Initial Prepayment Offers have been declined (the Declined Balance); and

in relation to each Participating Lender, that portion of the Declined Balance allocable to it (the Additional Prepayment Amount), being its Pro Rata Share (and for purposes of determining its Pro Rata Share it is assumed that the Senior Facility Outstandings of the Lenders declining the Initial Prepayment Offer are nil) of the Declined Balance limited to its Additional Acceptances Limit.

the Borrower will be irrevocably deemed to have offered (the Additional Prepayment Offer) to pay and discharge to each Participating Lender (in addition to amounts accepted by it pursuant to Clause 11.2.1 above) its participation in Utilisations and other Senior Facility Outstandings that remain outstanding; and

each Participating Lender will be deemed to have accepted the Additional Prepayment Offer,

Payment

11.3.1

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:

on the Interest Payment Date immediately following expiry of the 120 day period referred to in the definition of Excluded Disposal Proceeds and Excluded Insurance Proceeds (as applicable) in Clause 10.4 (Mandatory prepayment - material disposal and insurance proceeds) if the relevant Disposal Proceeds or Insurance Proceeds have not been applied within that 120-day period; or

if a Default is continuing, no later than the first Business Day following the date on which the Facility Agent delivers an Acceptances Confirmation to the Borrower.

11.3.2

If any Cash Distribution Prepayment Amount is required to be offered for prepayment as contemplated in Clause 25.19.2(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 25.19.2 (Distributions). 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 10.5 (Voluntary prepayment).

Remaining amount of Distributable Balance

If, after having implemented the provisions of Clauses 11.1 and 11.2 above, the full amount of any Distributable Balance offered to Lenders is not required to be applied in or towards the payment, repayment or prepayment of Utilisation and other Senior Facility Outstandings, any remaining balance (or any part thereof) may be retained in the Group and used for the general operations of the members of the Group.

INTEREST AND INTEREST PERIODS

Calculation, accrual and payment

All interest on a Loan made to the Borrower under a Senior Facility Agreement shall be calculated, accrue and be paid by the Borrower for the account of the Lenders under the relevant Senior Facility in accordance with the terms of that Senior Facility Agreement.

Interest Periods

The Interest Periods which apply to a Loan made to the Borrower under a Senior Facility Agreement shall be governed by the terms of that Senior Facility Agreement.

CHANGES TO THE CALCULATION OF INTEREST

Absence of quotations

Subject to Clause 13.2 below, 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

13.2.1

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:

the Margin; and

the highest of the rates notified to the Facility Agent by the relevant Lender as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in that Loan from whatever source(s) it may reasonably select.

at or about noon on the Quotation Day for the relevant Interest Period the Screen Rate is not available and none or only one of the Reference Banks supplies a rate to the Facility Agent to determine JIBAR for the relevant Interest Period; or

before close of business in Johannesburg on the Quotation Day for the relevant Interest Period, the Facility Agent receives notifications from one or more Lenders whose aggregate participations in the Senior Loans exceed 20.00 per cent. of aggregate principal amount of Loans outstanding under the Senior Facilities that:

the cost to them of funding their participation in that Loan from whatever source they may reasonably select would be in excess of JIBAR;

the cost to it or them of obtaining matching deposits in the Johannesburg interbank market would be in excess of JIBAR for the relevant Interest Period; or

matching deposits will not be available to them in the Johannesburg interbank market in the ordinary course of business to fund their participation in that Loan for the relevant Interest Period.

Alternative basis of interest or funding

Without prejudice to the generality of Clause 13.2 above, 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 13.3.1 above shall, with the prior consent of all the Lenders and the Borrower, be binding on all Parties.

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

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

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 16.2 below or a payment under Clause 16.3 below.

Unless a contrary indication appears, in this Clause 16 a reference to determines or determined means a determination made in the absolute discretion of the person making the determination.

Tax gross-up

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.

Tax indemnity

16.3.1

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.

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 16.2 (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 16.3.1 above, 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 16.3, notify the Facility Agent.

Tax Credit

Subject to Clause 31 (Conduct of Business by the Finance Parties), if an Obligor makes a Tax Payment and the relevant Finance Party determines that:

16.4.1

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

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

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

16.6.1

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 16.6.2 below, 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.

FATCA information

confirm to that other Party whether it is:

a FATCA Exempt Party; or

not a FATCA Exempt Party;

supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable "passthrough percentage" or other information required under the US Treasury regulations or other official guidance including inter-governmental agreements) as that other Party reasonably requests for the purposes of that other Party's compliance with FATCA;

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

16.7.2

If a Party confirms to another Party pursuant to Clause 16.7.1 above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.

16.7.3

Clause 16.7.1 above shall not oblige any Finance Party to do anything, and Clause 16.7.1(c) above shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:

any law or regulation;

any fiduciary duty; or

any duty of confidentiality.

16.7.4

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 16.7.1(a) or (b) above (including, for the avoidance of doubt, where Clause 16.7.3 above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Deduction

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.

CHANGES IN COSTS

Increased costs

17.1.1

Subject to Clause 17.3 below, 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:

the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation;

compliance with any law or regulation made after the Signature Date; or

compliance with any aspect of the Basel III Framework (including any national regulation which implements the Basel III Framework) whether implemented before or after the Signature Date,

including, without limitation, any such law or regulation (including the Basel III Framework) concerning capital adequacy requirements, liquid asset holding requirements, special deposit requirements, prudential limits, reserve assets or Tax.

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

an additional or increased cost; or

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

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

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

any other guidance, standards or directives published by the Basel Committee on Banking Supervision relating to "Basel III".

Increased Cost claims

A Finance Party intending to make a claim pursuant to Clause 17.1 above 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.

Exceptions

attributable to a Tax Deduction required by law to be made by an Obligor;

attributable to a FATCA Deduction required to be made by a Party;

compensated for by Clause 16.3 (Tax indemnity) (or would have been compensated for under that Clause but was not so compensated solely because any of the exclusions in that Clause applied); or

attributable to the wilful breach by the relevant Finance Party of any law or regulation.

17.3.2

In this Clause 17.3, a reference to a Tax Deduction has the same meaning given to the term in Clause 16.1 (Definitions).

OTHER INDEMNITIES

Currency indemnity

18.1.1

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:

making or filing a claim or proof against that Obligor; or

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

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

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.

Funding indemnities

18.2.1

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:

the occurrence of any Default;

any information produced or approved by the Borrower or any member of the Group under or in connection with the Finance Documents being misleading or deceptive in any respect;

any enquiry, investigation, subpoena (or similar order) or litigation with respect to any Obligor, or with respect to the transactions contemplated or financed under this Agreement;

a failure by an Obligor to pay any amount due under a Finance Document on its due date;

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

the Senior Facility Outstandings (or part thereof) not being paid, repaid or prepaid in accordance with the terms of this Agreement; or

the taking, holding, protection or enforcement of any Transaction Security.

18.2.2

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.

Indemnity to the Facility Agent

18.3.1

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:

investigating or taking any other action in connection with any event which it reasonably believes is a Default;

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

the taking, holding, protection or enforcement of any Transaction Security.

18.3.2

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 taking, holding, protection or enforcement of any Transaction Security;

any default by an Obligor in the performance of any of the obligations expressed to be assumed by it under the Finance Documents; or

the performance of its functions or the exercise of the rights, powers, discretions and remedies vested in the Facility Agent, in its capacity as such, by the Finance Documents or by law, except for any such cost, loss or liability arising as a result of the gross negligence or wilful default of the Facility Agent.

18.3.3

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.

MITIGATION BY THE LENDERS

Mitigation

19.1.1

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 10.1 (Illegality), Clause 16 (Tax Gross-up and Indemnities) or Clause 17 (Changes in Costs).

19.1.2

Clause 19.1.1 above does not in any way limit the obligations of any Obligor under the Finance Documents.

Limitation of liability

19.2.1

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 19.1 above.

19.2.2

A Finance Party is not obliged to take any steps under Clause 19.1 above if, in the opinion of that Finance Party (acting reasonably):

any law or regulation would not allow or permit it; or

to do so might be prejudicial to it.

COSTS AND EXPENSES

Transaction expenses

The Borrower shall promptly on demand pay the Facility Agent and the Arranger 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:

20.1.1

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

Amendment costs

20.2.1

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.

20.2.2

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 21 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 21 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 21 (without limitation and whether or not known to it or any Finance Party) including:

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

the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;

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;

any 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;

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 including without limitation any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or security;

any unenforceability, illegality, invalidity suspension or cancellation of any obligation of any person under this Agreement or any other Finance Document or any other document or security;

any insolvency, liquidation, winding-up, business rescue or similar proceedings (including, but not limited to, receipt of any distribution made under or in connection with those proceedings);

this Agreement or any other Finance Document not being executed by or binding against any other Guarantor or any other party; or

any other fact or circumstance arising on which a Guarantor might otherwise be able to rely on a defence based on prejudice, waiver or estoppel.

Guarantor intent

Without prejudice to the generality of Clause 21.4 (Waiver of defences), each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents for the purposes of or in connection with any of the following: business acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

Immediate recourse

Each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Guarantor under this Clause 21. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

Deferral of Guarantors' rights

21.7.1

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Facility Agent otherwise directs, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 21:

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 21.1 (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.

21.7.2

If a Guarantor receives any benefit, payment or distribution in relation to such rights, it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Finance Parties by the Obligors under or in connection with the Finance Documents to be repaid in full on trust for, or otherwise for the benefit of, the Finance Parties and shall promptly pay or transfer the same to the Facility Agent or as the Facility Agent may direct for application in accordance with Clause 33 (Payment Mechanics).

Release of Guarantors' right of contribution

If any Guarantor (a Retiring Guarantor) ceases to be a Guarantor in accordance with the terms of the Finance Documents for the purpose of any sale or other disposal of that Retiring Guarantor then on the date such Retiring Guarantor ceases to be a Guarantor:

that Retiring Guarantor is automatically released by each other Guarantor from any liability (whether past, present or future and whether actual or contingent) to make a contribution to any other Guarantor arising by reason of the performance by any other Guarantor of its obligations under the Finance Documents; and

each other Guarantor waives any rights it may have by reason of the performance of its 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 any Finance Document or of any other security taken pursuant to, or in connection with, any Finance Document where such rights or security are granted by or in relation to the assets of the Retiring Guarantor.