Exhibit 10.4


 


[***] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively
harmful if publicly disclosed.


 


EXECUTION VERSION


 


BRIDGE FACILITY AGREEMENT


 


DATED
             
AUGUST 2021


 


USD500,000,000 CREDIT FACILITY


 


Between


 


IHS HOLDING LIMITED


as the Company


 


GOLDMAN SACHS LENDING PARTNERS LLC


JPMORGAN CHASE BANK, N.A., LONDON BRANCH 

and


 


STANDARD CHARTERED BANK


as Arrangers


 


THE ORIGINAL LENDERS


as defined
herein


 


and


 


STANDARD CHARTERED BANK


as Facility Agent


 


 


 


Cahill Gordon & Reindel
(UK) LLP


 






     


     


    

 


CONTENTS


 
	Clause	Page


 


	1.	Definitions
    and Interpretation	1
	2.	The
    Facility	46
	3.	Purpose	48
	4.	Conditions of Utilisation	49
	5.	Utilisation	52
	6.	Repayment	53
	7.	Prepayment
    and Cancellation	54
	8.	Interest	66
	9.	Interest
    Periods	67
	10.	Changes
    to the Calculation of Interest	68
	11.	Fees	70
	12.	Tax
    Gross-Up and Indemnities	71
	13.	Increased
    Costs	75
	14.	Other
    Indemnities	77
	15.	Mitigation
    by the Lenders	79
	16.	Guarantee
    and Indemnity	79
	17.	Costs
    and Expenses	83
	18.	Representations	83
	19.	Information
    Undertakings	90
	20.	Financial
    Covenants	93
	21.	Stamping	97
	22.	General
    Undertakings	97
	23.	Events of Default	105
	24.	Security	110
	25.	Changes
    to the Lenders	113
	26.	Restriction
    on Debt Purchase Transactions	118
	27.	Changes
    to the Obligors	119
	28.	Role
    of the Administrative Parties	120
	29.	Application of Proceeds	134
	30.	Conduct
    of Business by the Finance Parties	136
	31.	Sharing
    Among the Finance Parties	136
	32.	Payment
    Mechanics	137
	33.	Set-off	140
	34.	Notices	140
	35.	Calculations
    and Certificates	143
	36.	Partial
    Invalidity	143
	37.	Remedies
    and Waivers	143
	38.	Amendments
    and Waivers	144
	39.	Confidential
    Information	147
	40.	Confidentiality
    of Funding Rates	151
	41.	CounterParts	152
	42.	Governing
    Law	152
	43.	Enforcement	152
	44.	Acknowledgement
    regarding any Supported QFCs	154
	45.	Contractual
    Recognition of Bail-In	155







	SCHEDULE 1	The
    Parties	156






	Part
    1	The
    Original Lenders	156
	Part
    2	The
    Guarantors at the date of this Agreement	157




 






    -i-


     


    

 
	Clause	Page


 
	SCHEDULE 2	Conditions
    Precedent	158





	Part
    1	Conditions
    Precedent to Initial Utilisation	158
	Part
    2	Conditions
    Precedent Required to be Delivered by a Guarantor	161
	Part
    3	Conditions
    Precedent Required to be Delivered in Respect of the TIM Fiber Acquisition	163
	Part
    4	Conditions
    Precedent Required to be delivered in Respect of the [***]	164
	Part
    5	Conditions
    Precedent Required to be delivered in Respect of the [***]	165
	Part
    6	Conditions
    Precedent Required to be Delivered in Respect of the [***]	166







	SCHEDULE 3	Requests
    and Notices	167






	Part
    1	Form
    of Utilisation Request	167
	Part
    2	Form
    of Selection Notice	168






	SCHEDULE 4	Form
    of Transfer Certificate	169
	SCHEDULE 5	Form
    of Assignment Agreement	171
	SCHEDULE 6	Form
    of Compliance Certificate	173
	SCHEDULE 7	Form
    of Increase Confirmation	174
	SCHEDULE 8	Form
    of Accession Letter	176
	SCHEDULE 9	Form
    of Resignation Letter	177
	SCHEDULE 10	Forms
    of Notifiable Debt Purchase Transaction Notice	178






	Part
    1	Form
    of Notice on Entering Into Notifiable Debt Purchase Transaction	178
	Part
    2	Form
    of Notice on Termination of Notifiable Debt Purchase Transaction/Notifiable Debt Purchase Transaction Ceasing to be with Sponsor	179






	SCHEDULE 11	Form
    of Company Bridge Facility Certificate	180
	SCHEDULE 12	Existing
    Security	181
	SCHEDULE 13	Existing
    Guarantees	184
	SCHEDULE 14	Timetables	185
	SCHEDULE 15	Existing
    Material Subsidiary Debt Facilities	186
	SCHEDULE 16	Acceptable
    Banks	187
	SCHEDULE
    17	Additional
    Covenants	189
	SCHEDULE 18	Additional
    Events of Default	212
	SCHEDULE 19	Screen
    Rate Contingency Periods	214
	SCHEDULE 20	Compounded
    Rate Terms	215
	SCHEDULE 21	Daily
    Non-Cumulative Compounded Rate	218
	SCHEDULE 22	Cumulative
    Compounded RFR Rate	220




 






    -ii-


     


    

 


THIS AGREEMENT dated              
   August 2021


 


BETWEEN:


 


		(1)	IHS HOLDING LIMITED, a private company
                                            incorporated under the laws of Mauritius, with registration number 111344C1/GBL, and having
                                            its registered office at c/o CKLB International Management Ltd, 1st Floor, Felix House, 24
                                            Dr. Joseph Rivière Street, Port Louis, Mauritius (the “Company”);



 


		(2)	GOLDMAN SACHS LENDING PARTNERS LLC, JPMORGAN
                                            CHASE BANK, N.A., LONDON BRANCH and STANDARD CHARTERED BANK as mandated lead arrangers
                                            (in this capacity, the “Arrangers”);



 


		(3)	THE FINANCIAL INSTITUTIONS listed
                                            in Part 1 of Schedule 1 (The Parties) as original lenders (in this capacity, the “Original
                                            Lenders”);



 


		(4)	EACH ENTITY (if any) listed in Part
                                            2 of Schedule 1 (The Parties) as the original guarantors (the “Original Guarantors”);
                                            and



 


		(5)	STANDARD CHARTERED BANK as facility
                                            agent (in this capacity, the “Facility Agent”).



 


IT IS AGREED as follows:


 


1.       DEFINITIONS
AND INTERPRETATION


 


1.1     Definitions


 


In this Agreement:


 


“Acceptable Bank” means:


 


		(a)	a bank or financial institution
                                            which has a long term unsecured credit rating of at least BBB by Standard & Poor’s
                                            Rating Services or Fitch Ratings Ltd. or at least Baa2 by Moody’s Investors Service
                                            Limited or a comparable rating from an internationally recognised credit rating agency; 



 


		(b)	each bank or financial institution
                                            with which Cash is held by the Company as at the date of this Agreement, including as set
                                            out in Schedule 16 (Acceptable Banks); 



 


		(c)	the Lenders and/or their Affiliates
                                            (other than (i) any Lender or Affiliate of a Lender that is a Sponsor Affiliate and (ii)
                                            any Lender that notifies the Facility Agent and the Company that it may not act as an Acceptable
                                            Bank); 



 


		(d)	each bank or financial institution
                                            (other than any Sponsor Affiliate) that is a lender under any debt facility provided to any
                                            member of the Group; 



 


		(e)	each bank or financial institution
                                            (other than any Sponsor Affiliate) that either (i) becomes a lender under a debt financing
                                            to be provided to a Subsidiary of the Company to fund a Permitted Acquisition or (ii) is
                                            providing banking facilities to a Subsidiary of the Company acquired by way of a Permitted
                                            Acquisition, in each case for a period of 12 months following the closing date of the relevant
                                            Permitted Acquisition; or 



 


		(f)	any other bank or financial institution
                                            approved by the Facility Agent (acting on the instructions of all the Lenders) from time
                                            to time. 



 






    1


     


    

 


“Accession Letter”
means a document substantially in the form set out in Schedule 8 (Form of Accession Letter), with any amendments the Facility Agent and
the Company may agree.


 


“Accounting Reference Date”
means 31 December or such other date agreed in accordance with this Agreement.


 


“Acquisition Claim Proceeds”
has the meaning given to that term in Clause 7.5 (Mandatory Prepayment and Cancellation – Disposals, Acquisition Claims and Takeout
Financing and Equity Issuance Proceeds).


 


“Additional Business Day” means any day
specified as such in the applicable Compounded Rate Terms.


 


“Administrative Party” means an Arranger
or an Agent.


 


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


 


“Agent” means the Facility Agent or the
Security Agent.


 


“Annual Financial Statements” has the
meaning given to that term in Clause 19.1 (Financial Statements).


 


“Anti-Corruption Laws”
means all laws, rules and regulations from time to time concerning or relating to bribery or corruption, including but not limited to
the UK Bribery Act 2010, the US Foreign Corrupt Practices Act (as amended) and all other anti-bribery and corruption laws, in each case
applicable to the Company or its Subsidiaries.


 


“Approved Acquisitions” means:


 


		(a)	as at the date of this Agreement,
                                            the TIM Fiber Acquisition and the [***];



 


		(b)	following
                                            delivery of an   [***] Approval
                                            Notice by all Lenders, the
                                             [***]; and 



 


		(c)	following delivery of a
                                             [***] Approval Notice by all Lenders, the  [***].



 


“Article 55 BRRD”
means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment
firms.


 


“Assignment Agreement”
means an agreement substantially in the form set out in Schedule 5 (Form of Assignment Agreement) or any other form agreed between the
relevant assignor and assignee.


 


“Authorisation”
means an authorisation, consent, approval, resolution, permit, licence, exemption, filing, notarisation or registration.


 


“Availability Period”
means the period from and including the date of this Agreement to and including the date falling twelve months after the date of this
Agreement.


 


“Available Commitment” means a Lender’s
Commitment minus:


 


		(a)	the amount of its participation in
                                            any outstanding Loans; and 



 


		(b)	in relation to any proposed
                                            Utilisation, the amount of its participation in any Loans that are due to be made on or before
                                            the proposed Utilisation Date, 



 


other than that Lender’s participation in any Loans
that are due to be repaid or prepaid on or before the proposed Utilisation Date.


 


“Available Facility” means the aggregate
for the time being of each Lender’s Available Commitment.


 






    2


     


    

 


“Backstop Rate Switch Date”
means 30 June 2023 or any other date agreed as such between the Facility Agent, the Majority Lenders and the Company.


 


“Bail-In Action”
means the exercise of any Write-Down and Conversion Powers.


 


“Bail-In Legislation” means:


 


		(a)	in relation to an EEA Member Country
                                            which has implemented, or which at any time implements, Article 55 BRRD, the relevant implementing
                                            law or regulation as described in the EU Bail-In Legislation Schedule from time to time;
                                            



 


		(b)	in relation to the United Kingdom,
                                            the UK Bail-In Legislation; and 



 


		(c)	in relation to any state other than
                                            such an EEA Member Country and the United Kingdom, any analogous law or regulation from time
                                            to time which requires contractual recognition of any Write-Down and Conversion Powers contained
                                            in that law or regulation. 



 


“Blocking Law” means:


 


		(a)	Council Regulation (EC) No 2271/1996
                                            of 22 November 1996 or the EU Blocking Regulation and Commission Implementing Regulation
                                            (EU) 2018/1101 and/or any applicable national law or regulation relating to or implementing
                                            such Regulation in any member state of the European Union or the United Kingdom; and 



 


		(b)	any similar and applicable anti-boycott
                                            law or regulation issued by a Sanctions Authority. 



 


“Bond Obligor” means an Original Bond
Obligor or a Subsequent Bond Obligor.


 


“Break Costs” means:


 


		(a)	in respect of a Term Rate Loan, the
                                            amount (if any) by which: 



 


		(i)	the interest which a Lender
                                            should have received for the period from the date of receipt of all or any part of its participation
                                            in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that
                                            Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last
                                            day of that Interest Period; 



 


exceeds: 


 


		(ii)	the amount which that Lender
                                            would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum
                                            received by it on deposit with a leading bank for a period starting on the Business Day following
                                            receipt or recovery and ending on the last day of the current Interest Period; or 



 


		(b)	in respect of a Compounded Rate Loan,
                                            any amount specified as such in the applicable Compounded Rate Terms. 



 


“Bridge Facility”
means any bridge financing incurred by any member of the Group (other than the Company) on customary market terms and for the sole purpose
of funding a Permitted Acquisition, with a tenor not exceeding 24 months and that is repaid or refinanced within 24 months of incurrence.


 


“Business Day”
means a day (other than a Saturday or Sunday) on which banks are open for general business in Amsterdam, Lagos, London and (prior to
a Permitted Re-domiciliation) Mauritius or (after a Permitted Re-domiciliation) the Cayman Islands) and:


 


		(a)	(in relation to any date for
                                            payment or purchase of USD), New York; 



 






    3


     


    

 


		(b)	(in relation to: 



 


		(i)	any date for payment or purchase
                                            of an amount relating to a Compounded Rate Loan; or 



 


		(ii)	the determination of the first
                                            day or the last day of an Interest Period for a Compounded Rate Loan, or otherwise in relation
                                            to the determination of the length of such an Interest Period), 



 


which is an Additional Business Day relating to that Loan
or Unpaid Sum.


 


“Cash” means, at
any time, any cash-in-hand and any credit balance on any deposit, savings, current or other account to which, in each case, a member
of the Group (and only that member of the Group or other members of the Group) is beneficially entitled and for so long as that cash
is:


 


		(a)	except for a maximum aggregate
                                            amount for the Group of USD20,000,000 (twenty million dollars) or its equivalent, held with
                                            an Acceptable Bank; 



 


		(b)	available to be freely withdrawn
                                            within 90 days; 



 


		(c)	not subject to any Security,
                                            other than: 



 


		(i)	the Security created under the
                                            Security Documents; 



 


		(ii)	charges arising solely by operation
                                            of law; 



 


		(iii)	rights of set-off or netting or
                                            charges or pledge rights arising by operation of law or by contract by virtue of the provision
                                            to that member of the Group of clearing bank or similar facilities or overdraft facilities
                                            and arising under the standard commercial terms and conditions of such bank; 



 


		(iv)	encumbrances over credit balances
                                            on bank accounts to facilitate operation of such bank accounts on a cash-pooled net balance
                                            basis and arising under that account bank’s standard terms in the ordinary course of
                                            trading or business activities of that member of the Group; or 



 


		(v)	Security in respect of Financial
                                            Indebtedness to the extent such Financial Indebtedness is included for the purposes of calculating
                                            Net Cash Finance Interest Adjusted For Leases or Net Financial Indebtedness; and 



 


		(d)	capable of being applied or made available
                                            for application in repayment or prepayment of the Facility or any other Financial Indebtedness
                                            included within the calculation of Net Cash Finance Interest Adjusted For Leases or Net Financial
                                            Indebtedness, within the next 180 days, 



 


and, for the avoidance of doubt, not including any cash
affected by any process referred to in Clause 23.9 (Creditors’ Process or Expropriation).


 


“Cash Equivalent Investments” means at
any time:


 


		(a)	certificates of deposit maturing
                                            within one year after the relevant date of calculation and issued by an Acceptable Bank;
                                            



 


		(b)	any investment in marketable
                                            debt obligations issued or guaranteed by the government of any country in which any member
                                            of the Group is located or by any government of any other country which has a rating for
                                            its short-term unsecured and non-credit enhanced debt obligations of A-1 or higher by Standard & Poor’s
Rating Services or F1 or higher by Fitch Ratings Ltd or P-1 or higher by Moody’s Investors Service Limited or by an instrumentality
or agency of any such government having an equivalent credit rating, maturing within one year after the relevant date of calculation
and not convertible or exchangeable to any other security;



 






    4


     


    

 


		(c)	commercial paper not convertible
                                            or exchangeable to any other security: 



 


		(i)	for which a recognised trading
                                            market exists; 



 


		(ii)	issued by an issuer incorporated
                                            in a country, the government of which has a rating for its short-term unsecured and non-credit
                                            enhanced debt obligations of A-1 or higher by Standard & Poor’s Rating Services
                                            or P-1 or higher by Moody’s Investors Service Limited or by an instrumentality or agency
                                            of any such government having an equivalent credit rating; 



 


		(iii)	which matures within one year
                                            after the relevant date of calculation; and 



 


		(iv)	which has a credit rating of
                                            either A-1 or higher by Standard & Poor’s Rating Services or F1 or higher by Fitch
                                            Ratings Ltd or P-1 or higher by Moody’s Investors Service Limited, or, if no rating
                                            is available in respect of the commercial paper, the issuer of which has, in respect of its
                                            short-term unsecured and non-credit enhanced debt obligations, an equivalent rating; 



 


		(d)	bills of exchange issued in Nigeria,
                                            Mauritius (after a Permitted Re-domiciliation) the Cayman Islands, the United States of America,
                                            the United Kingdom, any member state of the European Economic Area or any Participating Member
                                            State or any country in which any member of the Group is located eligible for rediscount
                                            at the relevant central bank and accepted by an Acceptable Bank (or their dematerialised
                                            equivalent); 



 


		(e)	any investment in money market funds
                                            which (i) have a credit rating of either A-1 or higher by Standard & Poor’s Rating
                                            Services or F1 or higher by Fitch Ratings Ltd or P-1 or higher by Moody’s Investors
                                            Service Limited, (ii) invest substantially all their assets in securities of the types described
                                            in paragraphs (a) to (d) above and (iii) can be turned into cash on not more than 90 days’
                                            notice; or 



 


		(f)	any other debt security approved
                                            by the Majority Lenders, in each case to which a member of the Group (and only that member
                                            of the Group or other members of the Group) is beneficially entitled at that time and which
                                            is not issued or guaranteed by a member of the Group or subject to any Security other than:
                                            



 


		(i)	Security created under the Security
                                            Documents; 



 


		(ii)	charges
                                            arising solely by operation of law in the ordinary course of trading or business activities
                                            of any member of the Group; or 



 


		(iii)	Security
                                            in respect of Financial Indebtedness to the extent such Financial Indebtedness is included
                                            for the purposes of calculating Net Financial Debt. 



 


“Central Bank Rate” has the meaning
given to that term in the applicable Compounded Rate Terms.


 


“Central Bank Rate Adjustment” has the
meaning given to that term in the applicable Compounded Rate Terms.


 


“Code” means the US Internal Revenue
Code of 1986.


 



    5


     


    

 


“Commitment” means:


 


		(a)	in relation
                                            to an Original Lender, the amount set opposite its name in Part 1 of Schedule 1 (The Parties)
                                            under the heading “Commitment” and the amount of any other Commitment transferred
                                            to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase); and
                                            



 


		(b)	in relation
                                            to any other Lender, the amount of any Commitment transferred to it under this Agreement
                                            or assumed by it in accordance with Clause 2.2 (Increase), 



 


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


 


“Company Bridge Facility”
means any bridge facility incurred or guaranteed by the Company and permitted by the terms of this Agreement, provided that:


 


		(a)	the final maturity in relation to
                                            the relevant Company Bridge Facility is not earlier than the Original Termination Date or
                                            (if the relevant Company Bridge Facility is entered into after the date on which the Company
                                            has exercised its rights under Clause 6.2 (Extension of Termination Date)) the Extended Termination
                                            Date; 



 


		(b)	the relevant Company Bridge Facility
                                            does not amortise prior to the Original Termination Date or (if the relevant Company Bridge
                                            Facility is entered into after the date on which the Company has exercised its rights under
                                            Clause 6.2 (Extension of Termination Date)) the Extended Termination Date; 



 


		(c)	the relevant Company Bridge Facility
                                            shall not receive the benefit of any guarantee or security from any member of the Group unless
                                            the Lenders are offered the same guarantees and security in respect of the Facility; and
                                            



 


		(d)	the relevant Company Bridge Facility
                                            does not include mandatory prepayment provisions which are more favourable to the creditors
                                            of the relevant Company Bridge Facility than those set out in Clause 7 (Prepayment and Cancellation).
                                            



 


“Compliance Certificate”
means a certificate substantially in the form set out in Schedule 6 (Form of Compliance Certificate), with any amendments the Facility
Agent and the Company may agree.


 


“Compounded Rate Interest
Payment” means the aggregate amount of interest that:


 


		(a)	is, or is scheduled to become, payable
                                            under any Finance Document; and 



 


		(b)	relates to a Compounded Rate Loan.
                                            



 


“Compounded Rate Loan”
means any Loan or, if applicable, Unpaid Sum in dollars which is, or becomes, a “Compounded Rate Loan” pursuant to Clause
8A (Rate Switch).


 


“Compounded Rate Supplement” means,
in relation to dollars, a document which:


 


		(a)	is agreed in writing by the Company
                                            and the Facility Agent (acting on instructions of the Majority Lenders); 



 


		(b)	specifies for dollars, the relevant
                                            terms which are expressed in this Agreement to be determined by reference to Compounded Rate
                                            Terms; and 



 


		(c)	has been made available to the Company
                                            and each Finance Party, 



 






    6


     


    

 


provided, for the avoidance of doubt,
that the agreement of any Compounded Rate Supplement which would have the effect of changing the Credit Adjustment Spread set out in
Schedule 19 (Compounded Rate Terms) will require the consent of all Lenders.


 


“Compounded Rate Terms” means in relation
to:


 


		(a)	dollars; 



 


		(b)	a Loan or an Unpaid Sum in dollars;
                                            



 


		(c)	an Interest Period for such Loan
                                            or Unpaid Sum (or other period for the accrual of commission or fees in dollars); or 



 


		(d)	any term of this Agreement relating
                                            to the determination of a rate of interest in relation to such a Loan or Unpaid Sum, 



 


the terms set out for dollars in Schedule 19 (Compounded
Rate Terms) or in any Compounded Rate Supplement.


 


“Compounded Reference Rate”
means, in relation to any RFR Banking Day during the Interest Period of a Compounded Rate Loan, the percentage rate per annum which is
the aggregate of:


 


		(a)	the Daily Non-Cumulative Compounded
                                            RFR Rate for that RFR Banking Day; and 



 


		(b)	the applicable Credit Adjustment
                                            Spread. 



 


“Compounding Methodology
Supplement” means, in relation to the Daily Non-Cumulative Compounded RFR Rate or the Cumulative Compounded RFR Rate, a document
which:


 


		(a)	is agreed in writing by the Company,
                                            the Facility Agent (in its own capacity) and the Facility Agent (acting on the instructions
                                            of the Majority Lenders); 



 


		(b)	specifies a calculation methodology
                                            for that rate; and 



 


		(c)	has been made available to the Company
                                            and each Finance Party, 



 


provided, for the avoidance of doubt,
that the agreement of any Compounding Methodology Supplement which would have the effect of changing the Credit Adjustment Spread set
out in Schedule 19 (Compounded Rate Terms) will require the consent of all Lenders.


 


“Confidential Information”
means all information relating to the Company, the Group, the Finance Documents or the Facility of which a Finance Party becomes aware
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 the Facility from either:


 


		(a)	any member of the Group or any of
                                            its advisers; or 



 


		(b)	another Finance Party, if the information
                                            was obtained by that Finance Party directly or indirectly from any member of the Group or
                                            any of its advisers, 



 


in whatever form, and includes information
given orally and any document, electronic file or any other way of representing or recording information which contains or is derived
or copied from such information but excludes:


 


(i)       information
that:


 


		(A)	is or
                                            becomes public information other than as a direct or indirect result of any breach by that
                                            Finance Party of Clause 39 (Confidential Information); 



 






    7


     


    

 


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



 


		(C)	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; and 



 


(ii)      any Funding
Rate.


 


“Confidentiality Undertaking”
means, at any time, a confidentiality undertaking substantially in the then current recommended form of the Loan Market Association or
in any other form agreed between the Company and the Facility Agent.


 


“Credit Adjustment Spread” means, in
respect of any Compounded Rate Loan, any rate which is either:


 


		(a)	specified as such in the applicable
                                            Compounded Rate Terms; or 



 


		(b)	determined by
                                            the Facility Agent (or by any other Finance Party which agrees to determine that rate in
                                            place of the Facility Agent) in accordance with the methodology specified in the applicable
                                            Compounded Rate Terms. 



 


“Cumulative Compounded RFR
Rate” means, in relation to an Interest Period for a Compounded Rate Loan, the percentage rate per annum determined by the
Facility Agent (or by any other Finance Party which agrees to determine that rate in place of the Facility Agent) in accordance with
the methodology set out in Schedule 22 (Cumulative Compounded RFR Rate) or in any relevant Compounding Methodology Supplement.


 


“Daily Non-Cumulative Compounded
RFR Rate” means, in relation to any RFR Banking Day during an Interest Period for a Compounded Rate Loan, the percentage rate
per annum determined by the Facility Agent (or by any other Finance Party which agrees to determine that rate in place of the Facility
Agent) in accordance with the methodology set out in Schedule 21 (Daily Non-Cumulative Compounded Rate) or in any relevant Compounding
Methodology Supplement.


 


“Daily Rate” means the rate specified
as such in the applicable Compounded Rate Terms.


 


“Debt Purchase Transaction” means, in
relation to a person, a transaction where such person:


 


		(a)	purchases by way of assignment or
                                            transfer; 



 


		(b)	enters into any sub-participation
                                            in respect of; or 



 


		(c)	enters into any
                                            other agreement or arrangement having an economic effect substantially similar to a sub-participation
                                            in respect of, 



 


any Commitment or amount outstanding under this Agreement.


 


“Default” means:


 


		(a)	an Event of Default; or



 






    8


     


    

 


		(b)	an event or circumstance
                                            specified in Clause 23 (Events of Default) which would (with the expiry of a grace period,
                                            the giving of notice, the making of any determination under the Finance Documents or any
                                            combination of any of them) be an Event of Default. 


 


“Defaulting Lender” means any Lender:


 


		(a)	which has failed
                                            to make its participation in a Loan available or has notified the Facility Agent that it
                                            will not make its participation in a Loan available by the Utilisation Date of that Loan
                                            in accordance with Clause 5.4 (Lenders’ Participation); 



 


		(b)	which has otherwise rescinded or repudiated
                                            a Finance Document; or 



 


		(c)	with respect
                                            to which an Insolvency Event has occurred and is continuing, unless, in the case of paragraph
                                            (a) above: 



 


		(i)	its failure to pay is caused
                                            by: 



 


		(A)	administrative or technical
                                            error; or 



 


		(B)	a Disruption Event; and 



 


		(ii)	payment is made within three
                                            Business Days of its due date; or 



 


		(iii)	the Lender
                                            is disputing in good faith whether it is contractually obliged to make the payment in question.
                                            



 


“Delegate” means any delegate, agent,
attorney, co-trustee or co-agent appointed by the Security Agent or any Receiver.


 


“Disposal Proceeds” has the meaning given
to that term in Clause 7.5 (Mandatory Prepayment and Cancellation – Disposals, Acquisition Claims and Takeout Financing and Equity
Issuance Proceeds).


 


“Disruption Event” means either or both
of:


 


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



 


		(b)	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: 



 


		(i)	from performing its payment obligations
                                            under the Finance Documents; or 



 


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



 


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


 


“Dutch Civil Code”
means the Burgerlijk Wetboek of the Netherlands.


 


“EBITDA”
has the meaning given to it in Clause 20.1 (Financial Definitions).


 






    9


     


    

 


“EEA Member Country”
means any member state of the European Union, Iceland, Liechtenstein and Norway.


 


“Environmental Claim”
means any claim, proceeding, formal notice or investigation by any person in respect of the Performance Standards.


 


“Equity Issuance”
means any Flotation or other public or private equity securities issuance, in each case made by any member of the Group or (in the case
of a Flotation) by a Holding Company of the Company established for this purpose, but excluding:


 


		(a)	any issuance of equity: 



 


		(i)	between members of the Group;
                                            



 


		(ii)	by a member
                                            of the Group (other than the Company or a member of the Nigeria Group as at the date of this
                                            Agreement) to a third party co-investor providing funding for a minority interest in an acquisition
                                            to be made by a member of the Group provided that the acquisition is of an entity which would,
                                            following completion of such acquisition, become a Subsidiary of the Company; 



 


		(iii)	by the
                                            Company to its shareholders in connection with a reorganisation of the share capital of the
                                            Company for the purposes of the transactions described in paragraphs (i) and (iii) of the
                                            definition of “Change of Control” in Clause 7.2 (Mandatory Prepayment –
                                            Change of Control); 



 


		(iv)	by the Company
                                            to its shareholders in connection with a share exchange between the Company and its direct
                                            or indirect shareholders where there is no cash consideration payable by any party in connection
                                            with such exchange; or 



 


		(v)	by the Company
                                            to its direct or indirect shareholders to the extent legally required in order to complete
                                            a Permitted Re-domiciliation; 



 


		(b)	at any time after the
                                            date of this Agreement until (and including) 31 December 2021, the net proceeds of any equity
                                            issuance by any member of the Group not exceeding USD500,000,000 (or its equivalent in any
                                            other currency) which, when aggregated with any amount excluded under paragraph (g) of the
                                            definition of Takeout Financing, shall not exceed an amount equal to USD800,000,000 (or its
                                            equivalent in any other currency), provided that if issued after the first Utilisation
                                            Date, the relevant amount of such net proceeds are treated as Takeout Financing/Equity Issuance
                                            Proceeds and applied in accordance with Clause 7.5 (Mandatory Prepayment and Cancellation
                                            – Disposals, Acquisition Claims and Takeout Financing and Equity Issuance Proceeds).



 


		(c)	any issuance of
                                            equity in connection with a New Shareholder Injection received for the purposes of an Additional
                                            Investment (as defined in Clause 20.4 (Equity Cure)), provided that proceeds of any such
                                            issuance are applied in accordance with the terms of Clause 20.4 (Equity Cure); and/or 



 


		(d)	any issuance of
                                            equity the net proceeds of which are to be used to cure an actual or potential financial
                                            covenant breach of a debt facility (other than the Existing RCF Agreement) provided to a
                                            member of the Group by a person that is not a member of the Group (or to refinance such a
                                            debt facility) in respect of which an actual or potential default (howsoever described) has
                                            arisen, provided that this paragraph (d) shall only apply in respect of the amount required
                                            to make the "cure" or effect the refinancing. 



 


“EU Bail-In Legislation Schedule”
means the document described as such and published by the Loan Market Association (or any successor person) from time to time.


 



    10


     


    

 


“Event of Default” means any event or
circumstance specified as such in Clause 23 (Events of Default).


 


“Excluded Acquisition Claim
Proceeds” has the meaning given to that term in Clause 7.5 (Mandatory Prepayment and Cancellation – Disposals, Acquisition
Claims and Takeout Financing and Equity Issuance Proceeds).


 


“Excluded Subsidiaries”
means Tower Infrastructure Company Limited and IHS Towers Netherlands FinCo NG B.V.


 


“Existing Material Subsidiary Debt Facility”
means:


 


		(a)	any debt facility provided by any
                                            person that is not a member of the Group to any Material Subsidiary on arm’s length
                                            terms (excluding any loan made by any direct or indirect shareholder of the Company (in its
                                            capacity as such) or any overdraft facility), that is in existence as at the date of this
                                            Agreement, as set out in Schedule 15 (Existing Material Subsidiary Debt Facilities); or 



 


		(b)	any debt facility that refinances
                                            any of the debt facilities referred to in paragraph (a) above (other than any loan made by
                                            any direct or indirect shareholder of the Company (in its capacity as such) or any overdraft
                                            facility) and whose terms are in compliance with the terms of this Agreement, but excluding
                                            (for the avoidance of doubt) the Senior Notes; or 



 


		(c)	the Nigeria Group Credit Facility.
                                            



 


“Existing RCF Agreement”
means the revolving credit facility agreement dated 30 March 2020 (as amended and restated by an amendment and restatement agreement
dated 2 June 2021 and as may be further amended and/or restated from time to time) and made between, among others, the Company as the
borrower, Citibank Europe Plc, UK Branch as the facility agent and Citibank, N.A., London Branch as the security agent.


 


“Extended Termination Date” has the
meaning given to it in Clause 6.2 (Extension of Termination Date).


 


“Facility” means
the term loan bridge facility made available under this Agreement as described in Clause 2 (The Facility).


 


“Facility Office”
means the office or offices notified by a Lender to the Facility Agent in writing on or before the date it becomes a Lender (or, following
that date, by not less than five Business Days’ written notice) as the office or offices through which it will perform its obligations
under this Agreement.


 


“FATCA” means:


 


		(a)	sections 1471 to 1474 of the
                                            Code or any associated regulations; 



 


		(b)	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 



 


		(c)	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 Application Date” means:


 


		(a)	in relation
                                            to a “withholdable payment” described in section 1473(1)(A)(i) of the Code (which
                                            relates to payments of interest and certain other payments from sources within the US), 1
                                            July 2014; or 



 






    11


     


    

 


		(b)	in relation to
                                            a “passthru payment” described in section 1471(d)(7) of the Code not falling
                                            within paragraph (a) above, the first date from which such payment may become subject to
                                            a deduction or withholding required by FATCA. 


 


“FATCA Deduction”
means a deduction or withholding from a payment under a Finance Document required by FATCA.


 


“FATCA Exempt Party”
means a Party that is entitled to receive payments free from any FATCA Deduction.


 


“Fee Letter” means
any letter entered into by reference to this Agreement between one or more Administrative Parties and the Company setting out the amount
of any fees referred to in this Agreement.


 


“Finance Costs”
has the meaning given to that term in Clause 20.1 (Financial Definitions).


 


“Finance Document” means:


 


		(a)	this Agreement; 



 


		(b)	each Security Document; 



 


		(c)	each Fee Letter; 



 


		(d)	each Compliance Certificate; 



 


		(e)	each Utilisation Request; 



 


		(f)	each Increase Confirmation; 



 


		(g)	each Accession Letter; 



 


		(h)	each Resignation Letter; 



 


		(i)	any Compounded Rate Supplement; 



 


		(j)	any Compounding Methodology Supplement;
                                            



 


		(k)	any subordination agreement entered
                                            into in respect of any Permitted Financial Indebtedness; or 



 


		(l)	any other document designated as such
                                            by the Facility Agent and the Company. 



 


“Finance Party” means a Lender or an
Administrative Party.


 


“Financial Indebtedness” means, with
respect to any person (without double counting):


 


		(a)	any indebtedness of such person for
                                            borrowed money; 



 


		(b)	the outstanding
                                            principal amount of any bonds, debentures, notes, loan stock, commercial paper, acceptance
                                            credits, bills or promissory notes drawn, accepted, endorsed or issued by such person (but
                                            not Trade Instruments); 



 


		(c)	any indebtedness
                                            of such person for the deferred purchase price of assets or services (except trade accounts
                                            incurred and payable in the ordinary course of trading or business activities to trade creditors
                                            that are treated as current payable in the Financial Statements within 365 days of the date
                                            they are incurred); 



 






    12


     


    

 


		(d)	non-contingent
                                            obligations of such person to reimburse any other person for amounts paid by that person
                                            under a letter of credit or similar instrument (excluding any letter of credit or similar
                                            instrument issued for the account of such person with respect to trade accounts incurred
                                            and payable in the ordinary course of trading or business activities to trade creditors that
                                            are treated as current payable in the Financial Statements within 365 days of the date they
                                            are incurred); 



 


		(e)	the amount of any obligation of such
                                            person in respect of any Lease; 



 


		(f)	any derivative
                                            transaction entered into in connection with protection against or benefit from fluctuation
                                            in any rate or price (and, when calculating the value of any derivative transaction, only
                                            the marked 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) will be taken into account); 



 


		(g)	amounts raised
                                            by such person under any other transaction having the financial effect of a borrowing and
                                            which would be classified as a borrowing under IFRS; 



 


		(h)	all indebtedness
                                            of the types described in the foregoing items secured by a lien on any property or assets
                                            owned by such person, whether or not such indebtedness has been assumed by such person; 



 


		(i)	any repurchase
                                            obligation or liability of such person with respect to accounts or notes receivable sold
                                            by such person, any liability of such person under any sale and leaseback transactions that
                                            do not create a liability on the balance sheet of such person, any obligation under a “synthetic
                                            lease” or any obligation arising with respect to any other transaction which is the
                                            functional equivalent of or takes the place of borrowing but which does not constitute a
                                            liability on the balance sheet of such person; and 



 


		(j)	the amount of
                                            any obligation in respect of any guarantee or indemnity given by such person for any of the
                                            foregoing items incurred by any other person (notwithstanding any treatment under IFRS to
                                            the contrary). 



 


if and to the extent any of the preceding
items (other than letters of credit) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of the relevant
person, prepared in accordance with IFRS and provided that “Financial Indebtedness” shall not include indebtedness owed solely
to other Group members and shall not include:


 


		(i)	indebtedness arising under any
                                            New Shareholder Loan; 



 


		(ii)	indebtedness arising under any
                                            “Subordinated Shareholder Loan” (as defined in Schedule 17 Additional Covenants));
                                            and 



 


		(iii)	indebtedness arising under
                                            loans made by a member of the Nigeria Group to another member of the Nigeria Group under
                                            paragraph (d) of “Permitted Loan” (as defined in Schedule 17 (Additional Covenants)).
                                            



 


“Financial Plan”
means the financial model delivered by the Company to the Facility Agent pursuant to Clause 4.1 (Initial Conditions Precedent), and as
updated from time to time in accordance with this Agreement.


 


“Financial Quarter”
means the period commencing on the day after one Quarter Date and ending on the next Quarter Date.


 


“Financial Statements” means Annual Financial
Statements and Quarterly Financial Statements.


 


“Financial Year”
means the annual accounting period of the Company ending on the Accounting Reference Date in each year.


 


“Flotation” means the admission of or the grant
of permission to deal in any part of the issued share capital of the Company (or any Holding Company of any member of the Group) on any
recognised investment exchange (as that term is used in the Financial Services and Markets Act 2000) or any other public exchange or
public market in any country or any other sale or issue by way of initial public offering.


 






    13


     


    

 


“Funding Rate”
means any individual rate notified by a Lender to the Facility Agent pursuant to paragraph (a)(ii) of Clause 10.4 (Cost of Funds).


 


“Group” means the
Company and its Subsidiaries for the time being (but excluding, for all purposes other than the definition of Cash, Cash Equivalent Investments,
Financial Indebtedness (to the extent used in Clause 20 (Financial Covenants)) and all references to Group in Clause 20 (Financial Covenants),
the Excluded Subsidiaries).


 


“Group Structure Chart”
means the group structure chart provided to the Facility Agent pursuant to Clause 4.1 (Initial Conditions Precedent).


 


“[***]” means the acquisition by the
Group of certain Subsidiaries of [***] in [***].


 


“[***] Documents”
means the acquisition agreement or comparable document(s) having similar effect entered into in connection with, and relating to, the
[***].


 


“[***] Approval Notice” has the meaning
given to that term in Clause 4.4 (Further Conditions – [***]).


 


“Guarantor” means:


 


		(a)	the Original Guarantors; and 



 


		(b)	at any other time, each person which
                                            becomes a Guarantor and has not ceased to be a Guarantor, in each case in accordance with
                                            Clause 27 (Changes to the Obligors). 



 


“Guarantor Accession Date”
means, in relation to any Nigeria Obligor (as that term is defined in Schedule 17 (Additional Covenants)) or any Bond Obligor, the date
on which that entity becomes a Guarantor pursuant to paragraph (a) of Clause 22.26 (Conditions Subsequent).


 


“Holding Company” means, in relation
to a person, any other person in respect of which it is a Subsidiary.


 


“IFRS” means international
accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.


 


“Impaired Agent” means the Facility
Agent at any time when:


 


		(a)	it has failed to make (or has notified
                                            a Party that it will not make) a payment required to be made by it under the Finance Documents
                                            by the due date for payment; 



 


		(b)	the Facility Agent otherwise rescinds
                                            or repudiates a Finance Document; 



 


		(c)	(if the Facility Agent is also a
                                            Lender) it is a Defaulting Lender under paragraph (a) or (b) of the definition of Defaulting
                                            Lender; or 



 


		(d)	an Insolvency Event has occurred
                                            and is continuing with respect to the Facility Agent, 



 


unless, in the case of paragraph (a) above:


 


(i)       its failure
to pay is caused by:


 


		(A)	administrative or technical
                                            error; or 



 






    14


     


    

 


		(B)	a Disruption Event; and 


 


payment is made within three Business Days of its due
date; or


 


		(ii)	the Facility
                                            Agent is disputing in good faith whether it is contractually obliged to make the payment
                                            in question. 



 


“Increase Confirmation” means a confirmation
substantially in the form set out in Schedule 7 (Form of Increase Confirmation).


 


“Increase Lender” has the meaning given
to it in Clause 2.2 (Increase).


 


“Increased Costs” has the meaning given
to it in Clause 13 (Increased Costs).


 


“[***]” means an acquisition (by way of share
purchase, asset purchase or otherwise) of certain tower assets in the [***] by any member of the Group.


 


“[***] Documents”
means the acquisition agreement or comparable document(s) having a similar effect entered into in connection with, and relating to, the
[***].


 


“[***] Approval Notice” has the meaning
given to that term in Clause 4.6 (Further Conditions – [***]).


 


“Insolvency Event” in relation to an
entity means that the entity:


 


		(a)	is dissolved (other than pursuant
                                            to a consolidation, amalgamation or merger); 



 


		(b)	becomes insolvent or is unable to
                                            pay its debts or fails or admits in writing its inability generally to pay its debts as they
                                            become due; 



 


		(c)	makes a general assignment, arrangement
                                            or composition with or for the benefit of its creditors; 



 


		(d)	institutes or has instituted against
                                            it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative
                                            or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation
                                            or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency
                                            or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar
                                            law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation
                                            by it or such regulator, supervisor or similar official; 



 


		(e)	has instituted against it a proceeding
                                            seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or
                                            insolvency law or other similar law affecting creditors’ rights, or a petition is presented
                                            for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted
                                            or presented against it, such proceeding or petition is instituted or presented by a person
                                            or entity not described in paragraph (d) above and: 



 


		(i)	results in a judgment of insolvency
                                            or bankruptcy or the entry of an order for relief or the making of an order for its winding-up
                                            or liquidation; or 



 


		(ii)	is not dismissed, discharged,
                                            stayed or restrained in each case within 30 days of the institution or presentation thereof;
                                            



 


		(f)	has exercised in respect of it one
                                            or more of the stabilisation powers pursuant to Part 1 of the Banking Act 2009 and/or has
                                            instituted against it a bank insolvency proceeding pursuant to Part 2 of the Banking Act 2009 or a bank administration proceeding
pursuant to Part 3 of the Banking Act 2009;



 






    15


     


    

 


		(g)	has a resolution passed for its winding-up,
                                            official management or liquidation (other than pursuant to a consolidation, amalgamation
                                            or merger); 



 


		(h)	seeks or becomes subject to the appointment
                                            of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or
                                            other similar official for it or for all or substantially all its assets (other than, for
                                            so long as it is required by law or regulation not to be publicly disclosed, any such appointment
                                            which is to be made, or is made, by a person or entity described in paragraph 



(d) above); 


 


		(i)	has a secured party take possession
                                            of all or substantially all its assets or has a distress, execution, attachment, sequestration
                                            or other legal process levied, enforced or sued on or against all or substantially all its
                                            assets and such secured party maintains possession, or any such process is not dismissed,
                                            discharged, stayed or restrained, in each case within 30 days thereafter; 



 


		(j)	causes or is subject to any event
                                            with respect to it which, under the applicable laws of any jurisdiction, has an analogous
                                            effect to any of the events specified in paragraphs (a) to (i) above; or 



 


		(k)	takes any action in furtherance of,
                                            or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.
                                            



 


“INT Towers” means
INT Towers Limited, a company incorporated in Nigeria with registration number RC 1222736.


 


“Interest Period”
means each period determined under this Agreement by reference to which interest on a Loan or an Unpaid Sum is calculated.


 


“Interpolated Screen Rate”
means, in relation to any Loan, the rate (rounded to the same number of decimal places as the two relevant Screen Rates) which results
from interpolating on a linear basis between:


 


		(a)	the applicable Screen Rate for the
                                            longest period (for which that Screen Rate is available) which is less than the Interest
                                            Period of that Loan; and 



 


		(b)	the applicable Screen Rate for the
                                            shortest period (for which that Screen Rate is available) which exceeds the Interest Period
                                            of that Loan, 



 


each as of the Specified Time on the Quotation Day for
the currency of that Loan.


 


“ITNG” means IHS
Towers NG Limited (formerly known as Helios Towers Nigeria Limited), a company incorporated under the laws of Nigeria, with registration
number 448308, and having its registered office at 9 Alfred Rewane Road, Ikoyi, Lagos.


 


“Joint Venture”
means any joint venture entity, whether a company, unincorporated firm, undertaking, association, joint venture, partnership or any other
entity.


 


“Lease” means any lease which would,
in accordance with IFRS, be treated as a lease liability.


 


“Legal Reservations” means:


 


		(a)	the principle that certain remedies
                                            may be granted or refused at the discretion of the court, the limitation of enforcement by
                                            laws relating to bankruptcy, insolvency, liquidation, reorganisation, court schemes, moratoria,
                                            administration and other laws generally affecting the rights of creditors and secured creditors;
                                            



 


		(b)	the time barring of claims under
                                            applicable limitation laws (including the Limitation Acts) and defences of acquiescence,
                                            set-off or counterclaim and the possibility that an undertaking to assume liability for or
                                            to indemnify a person against non-payment of stamp duty may be void; 


 



    16


     


    

 


 


		(c)	the principle that in certain circumstances
                                            Security granted by way of fixed charge may be recharacterised as a floating charge or that
                                            Security purported to be constituted as an assignment may be recharacterised as a charge;
                                            



 


		(d)	the principle that the creation or
                                            purported creation of Security over any contract or agreement which is subject to a prohibition
                                            on transfer, assignment or charging may be void, ineffective or invalid and may give rise
                                            to a breach of the contract or agreement over which Security has purportedly been created;
                                            



 


		(e)	the principle that additional interest
                                            imposed pursuant to any relevant agreement may be held to be unenforceable on the grounds
                                            that it is a penalty and thus void; 



 


		(f)	similar principles, rights and defences
                                            under the laws of any relevant jurisdiction; and 



 


		(g)	any other matters which are set out
                                            as qualifications or reservations (however described) as to matters of law in the legal opinions
                                            delivered to the Finance Parties as required by the terms of this Agreement. 



 


“Lender” means:


 


		(a)	an Original Lender; or 



 


		(b)	any bank, financial institution,
                                            trust, fund or other entity which has become a Party as a Lender in accordance with Clause
                                            2.2 (Increase) or Clause 25 (Changes to the Lenders), 



 


which, in each case, has not ceased to be a Lender in accordance
with the terms of this Agreement.


 


“LIBOR” means, in relation to any Loan:


 


		(a)	the applicable Screen Rate as of
                                            the Specified Time for dollars for a period equal to the Interest Period of that Loan; or
                                            



 


		(b)	as otherwise determined pursuant
                                            to Clause 10 (Changes to the Calculation of Interest), 



 


and, if, in either case, that rate is less than zero,
LIBOR will be deemed to be zero.


 


“Limitation Acts”
means the Limitation Act 1980 and the Foreign Limitation Periods Act 1984.


 


“Loan” means a loan made or to be made
under the Facility or the principal amount outstanding for the time being of that loan.


 


“Lookback Period” means the number of
days specified as such in the applicable Compounded Rate Terms.


 


“Majority Lenders” means, at any time,
a Lender or Lenders:


 


		(a)	whose participation in the outstanding
                                            Loans and whose Available Commitments then aggregate 662⁄3% or more of the aggregate
                                            of all the outstanding Loans and the Available Commitments of all the Lenders; 



 


		(b)	if there is no Loan then outstanding,
                                            whose Commitments then aggregate 662⁄3% or more of the Total Commitments; or 



 


		(c)	if there is no Loan then outstanding
                                            and the Total Commitments have been reduced to zero, whose Commitments aggregated 662⁄3%
                                            or more of the Total Commitments immediately before the reduction. 



 






    17


     


    

 


“Margin” means
in relation to any Loan, for each period set out in the table below, the percentage rate per annum set out opposite that period in the
table below:


 





	Relevant
    period for Margin calculation	Margin
    (% per annum)
	 	 
	From and including the date
    of this Agreement to and including
    the date falling 3 Months after the date of
    this Agreement (the
    “First Margin Step-up Date”)	3.50%
	 	 
	From but excluding the First
    Margin Step-up Date to and including the
    date falling 6 Months after the date of
    this Agreement (the “Second
    Margin Step-up Date”)	4.00%
	 	 
	From but excluding the Second
    Margin Step-up Date to and including
    the date falling 9 Months after the
    date of this Agreement
    (the “Third Margin Step-up Date”)	4.50%
	 	 
	From
    but excluding the Third Margin Step- up Date to and including the date falling 12 Months after the date of this Agreement (the “Fourth
    Margin Step-up Date”)	5.00%
	 	 
	From but excluding the Fourth
    Margin Step- up Date to and including
    the date falling 15 Months after the date of
    this Agreement (the “Fifth
    Margin Step-up Date”)	5.50%
	 	 
	From
    but excluding the Fifth Margin Step- up
    Date to and including the date falling 18 Months
    after the date of this Agreement (the “Sixth
    Margin Step-up Date”)	6.00%
	 	 


 


“Margin Step-up Date”
means each date identified as a Margin Step-up Date in the definition of Margin.


 


“Market Disruption Amount”
means the amount determined in accordance with the definition of “Market Disruption Amount” in the applicable Compounded
Rate Terms (if any).


 


“Material Adverse Effect”
means a material adverse effect on:


 


		(a)	the business, operations, assets
                                            or financial condition of (i) the Company or (ii) the Group taken as a whole; 



 


		(b)	the ability of the Obligors (taken
                                            as a whole) to perform their payment obligations under the Finance Documents or the ability
                                            of the Company to comply with its obligations under Clause 20.2 (Financial Condition) (and,
                                            for the purposes of determining the ability of the Company to comply with its obligations
                                            under Clause 20.2 (Financial Condition) taking into account any contractual commitment of any Affiliate of the Company (other than
a member of the Group) to provide an Additional Investment under Clause 20.4 (Equity Cure); or



 






    18


     


    

 


	(c)	subject
                                            to the Legal Reservations and Perfection Requirements, the validity or enforceability of,
                                            or the effectiveness or ranking of any 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. 



 


“Material Subsidiary”
means:


 


	(a)	from
                                            the date of this Agreement ITNG, IHS Cameroon S.A., IHS Côte d’Ivoire S.A., IHS
                                            (Nigeria) Limited and INT Towers, IHS Brasil Participações Ltda. and IHS Brasil
                                            – Cessão de Infraestruturas S.A.; and 



 


	(b)	thereafter,
                                            a Subsidiary of the Company the gross assets, earnings before interest, tax, depreciation
                                            and amortisation (calculated on the same basis as EBITDA) or turnover of which accounts for
                                            at least 5% of the gross assets, EBITDA or turnover of the Group, 



 


and
for the purposes of paragraph (b) above:


 


		(i)	subject
                                            to paragraph (ix) below, the contribution of a Subsidiary of the Company will be determined
                                            from its financial statements which were consolidated into the latest audited consolidated
                                            financial statements of the Company; 



 


		(ii)	the
                                            financial condition of the Group will be determined from the latest audited consolidated
                                            financial statements of the Company; 



 


		(iii)	if
                                            a Subsidiary of the Company becomes a member of the Group after the date on which the latest
                                            audited consolidated financial statements of the Company were prepared: 



 


		(A)	the
                                            contribution of that Subsidiary will be determined from its latest financial statements;
                                            and 



 


		(B)	the
                                            financial condition of the Group will be determined from the latest audited consolidated
                                            financial statements of the Company but adjusted to take into account any subsequent acquisition
                                            or disposal of a business or a company (including that Subsidiary); 



 


		(iv)	subject
                                            to paragraph (ix) below, the contribution of a Subsidiary will, if it has Subsidiaries, be
                                            determined from its consolidated financial statements; 



 


		(v)	if
                                            a Material Subsidiary disposes of all or substantially all of its assets to another member
                                            of the Group, it will immediately cease to be a Material Subsidiary and the other member
                                            of the Group (if it is not the Company or already a Material Subsidiary) will immediately
                                            become a Material Subsidiary; 



 


		(vi)	if
                                            a Material Subsidiary disposes of all or a material part of its assets to a person that is
                                            not a member of the Group, the Material Subsidiaries will be determined based on the most
                                            recent financial statements referred to in paragraphs (i) and (ii) (or, if applicable paragraph
                                            (iii)) above with a pro forma adjustment applied to take account of such disposal; 



 


		(vii)	a
                                            Subsidiary of the Company (if it is not already a Material Subsidiary) will become a Material
                                            Subsidiary on completion of any other intra-Group transfer or reorganisation if it would
                                            have been a Material Subsidiary had the intra-Group transfer or reorganisation occurred on
                                            the date of the latest audited consolidated financial statements of the Company; 



 






    19


     


    

 


		(viii)	except
                                            as specifically mentioned in paragraph (v) above, a member of the Group will remain a Material
                                            Subsidiary until the next audited consolidated financial statements of the Company delivered
                                            to the Facility Agent pursuant to paragraph (a) of Clause 19.1 (Financial Statements) show
                                            otherwise; 



 


		(ix)	any
                                            Subsidiary of the Company (a “Relevant Subsidiary”)
                                            that is itself a Holding Company and which has no operations and does not undertake or carry
                                            on any business other than the ownership of shares in a Subsidiary or activities consequential
                                            on, or incidental to, its role as a Holding Company, will not be a Material Subsidiary, unless:
                                            



 


		(A)	such
                                            Relevant Subsidiary is a borrower of Financial Indebtedness in excess of USD10,000,000 (or
                                            the equivalent in any other currency) which is provided by a creditor that is not a member
                                            of the Group; and 



 


		(B)	the
                                            condition in paragraph (b) above is met in relation to it, 



 


provided
further that any Relevant Subsidiary that is not a Material Subsidiary solely as a result of the application of this paragraph (ix) will
be deemed to be a “Material Subsidiary” for the purposes of Clause 22.9 (Negative Pledge), Clause 22.10 (Disposals) and Clause


22.16
(Loans or Credit); and 


 


		(x)	any
                                            Subsidiary of the Company incorporated in Rwanda or Zambia shall not, at any time, constitute
                                            a Material Subsidiary unless, after the date of this Agreement: 



 


		(A)	a
                                            Material Subsidiary or other Subsidiary of the Company (other than a Subsidiary of the Company
                                            that is incorporated in Rwanda or Zambia as at the date of this Agreement and shown on the
                                            Group Structure Chart) transfers sufficient assets, business or undertakings to the relevant
                                            Subsidiary incorporated in Zambia or Rwanda (as applicable) and that Subsidiary satisfies
                                            the test in paragraph (b) above; or



 


		(B)	the
                                            relevant Subsidiary of the Company incorporated in Rwanda or Zambia ceases to operate all
                                            or substantially all of its business, or all or substantially all of its assets and undertaking
                                            cease to be situated, in each case within its jurisdiction of incorporation (where such business,
                                            assets or undertaking is instead located in a different jurisdiction). 



 


If
there is a dispute as to whether or not a member of the Group is a Material Subsidiary, a certificate of the Company’s auditors
is, in the absence of manifest error, conclusive.


 


“Material Subsidiary
Event of Default” means:


 


	(a)	an
                                            event of default (however defined or described) under any document evidencing Financial Indebtedness
                                            of a Material Subsidiary where the aggregate principal amount outstanding of that Financial
                                            Indebtedness is equal to or more than USD75,000,000 (or the equivalent in any other currency);
                                            



 


	(b)	an
                                            Event of Default that would arise under Clause 23.5 (Misrepresentation) in respect of paragraph
(c)
of Clause 18.2 (Status) if the references in that Clause 23.5 (Misrepresentation) to an Obligor were references to a Material Subsidiary;
or                                            



 






    20


     


    

 


	(c)	an
                                            Event of Default that would arise under Clause 23.7 (Insolvency) to Clause 23.10 (Cessation
                                            of Business) (inclusive), Clause 23.14 (Failure to comply with court judgment) and Clause
                                            23.15 (Litigation) if, in each case, the references in such Clauses to the Company (or, as
                                            applicable, an Obligor) were references to a Material Subsidiary (other than a Guarantor
                                            (which shall include each “Guarantor” as that term is defined in Schedule 17
                                            (Additional Covenants)) provided that: 


 


		(i)	(insofar
                                            as such Clause refers to a Material Subsidiary by virtue of this paragraph) the reference
                                            in Clause 23.14 (Failure to Comply with Court Judgment) to “having a value of at least
                                            USD50,000,000 (or its equivalent in any other currency)” shall be deemed instead to
                                            be a reference to “which has or would be reasonably likely to have a Material Adverse
                                            Effect”; and 



 


		(ii)	where
                                            the term Permitted Reorganisation is used in such Clauses, the references in the definition
                                            of Permitted Reorganisation to the Company shall be deemed to include references to a Material
                                            Subsidiary (other than a Guarantor (which shall include each “Guarantor” as that
                                            term is defined in Schedule 17 (Additional Covenants))), shall be deemed to exclude a Permitted
                                            Re-domiciliation and shall be subject to the condition that the relevant Permitted Reorganisation
                                            would not result in, or be reasonably likely to result in, the occurrence of a Material Subsidiary
                                            Event of Default. 



 


“Money Laundering
Laws” means money laundering laws, rules and regulations from time to time, in each case
applicable to the Company or its Subsidiaries.


 


“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:


 


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



 


	(b)	if
                                            there is no numerically corresponding day in the calendar month in which that period is to
                                            end, that period will end on the last Business Day in that calendar month; 



 


	(c)	if
                                            an Interest Period begins on the last Business Day of a calendar month, that Interest Period
                                            will end on the last Business Day in the calendar month in which that Interest Period is
                                            to end; and 



 


	(d)	in
                                            relation to an Interest Period for the Compounded Rate Loan (or any other period for the
                                            accrual of commission or fees) for which there are rules specified as ‘Business Day
                                            Conventions’ in the Compounded Rate Terms, those rules will apply. 



 


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


 


“New Lender”
has the meaning given to it in Clause 25 (Changes to the Lenders).


 


“New
Senior Notes” means any senior notes issued pursuant to which any of the Senior Notes are
refinanced in accordance with the terms of the New Senior Notes Indenture together with any additional notes issued from time to time
under the New Senior Notes Indenture.


 


“New
Senior Notes Indenture” means any senior notes indenture entered into or to be entered into
in connection with any New Senior Notes (or any other document have equivalent effect).


 


“New
Shareholder Injections” means the net cash proceeds received by the Company after the first
Utilisation Date from any of the Company’s direct or indirect shareholders from any subscription by that shareholder in cash for
shares of the Company or capital contribution to the Company that does not result in the occurrence of a Change of Control.


 


“New
Shareholder Loan” means each shareholder loan made to the Company by any of the Company’s
direct or indirect shareholders or any of their Affiliates after the first Utilisation Date which is subordinated to the claims of the
Finance Parties under this Agreement on terms satisfactory to the Majority Lenders.


 


“Nigeria”
means the Federal Republic of Nigeria.


 






    21


     


    

 


“Nigeria
Group” means IHS Netherlands Holdco B.V. and its Subsidiaries (other than the Excluded Subsidiaries)
from time to time.


 


“Nigeria
Group Credit Facility” means the NGN and USD senior credit facility agreement dated on 3
September 2019 between, among others, IHS Netherlands Holdco B.V., each of IHS (Nigeria) Limited, INT Towers Limited and ITNG as borrowers,
Ecobank Nigeria Limited as agent and the senior lenders named therein, as amended from time to time.


 


“Non-Consenting
Lender” means any Lender who does not and continues not to consent or agree to a waiver or
amendment where:


 


	(a)	the
                                            Company or the Facility Agent (at the request of the Company) has requested the Lenders to
                                            give a consent in relation to, or to agree to a waiver or amendment of, any provisions of
                                            the Finance Documents; 



 


	(b)	the
                                            consent, waiver or amendment in question requires the approval of all the Lenders; and 



 


	(c)	the
                                            Majority Lenders have consented or agreed to such waiver or amendment. 



 


“Notifiable
Debt Purchase Transaction” has the meaning given to that term in paragraph (b) of Clause
26.2 (Disenfranchisement on Debt Purchase Transactions Entered into by Affiliates).


 


“Obligor”
means the Company and each Guarantor.


 


“Obligors’
Agent” means the Company, appointed to act on behalf of each Obligor in relation to the Finance
Documents pursuant to Clause 2.4 (Obligors’ Agent).


 


“Original
Bond Obligor” means a member of the Group that issues the Senior Notes or is a guarantor
of the Senior Notes as at the date of issuance of the Senior Notes.


 


“Original
Financial Statements” means the audited consolidated financial statements of the Company
and its Subsidiaries for its financial year ended 31 December 2020.


 


“Original
Obligor” means the Company and each Original Guarantor.


 


“Original
Termination Date” means the date falling 12 months after the date of this Agreement (and
if such date is not a Business Day, the Original Termination Date shall be the immediately preceding Business Day).


 


“Participating
Member State” means any member state of the European Union that has the euro as its lawful
currency in accordance with legislation of the European Union relating to Economic and Monetary Union.


 


“Party”
means a party to this Agreement.


 


“Perfection
Requirements” means the making or the procuring of the necessary registrations, acknowledgements
of registration, filing, endorsements, notations in stock registries (accompanied by any necessary certifications), notarisation, stampings
and/or notifications of the Security Documents and/or the Security created thereunder in each case necessary for the perfection, priority,
validity, enforceability and admissibility of the Security created under the Security Documents.


 


“Performance
Standards” means the International Finance Corporation (IFC) Performance Standards on Social
 & Environmental Sustainability, effective 1 January 2012.


 






    22


     


    

 


“Permitted
Acquisition” means any Approved Acquisition and any acquisition:


 



	(a)	pursuant
                                            to a Permitted Reorganisation or Permitted Transaction; 



 


	(b)	to
                                            which the Facility Agent (acting on the instructions of the Majority Lenders) has given prior
                                            written consent; 



 


		(c)	of
                                            assets, a person, of shares, securities or a business or undertaking (or, in each case, any
                                            interest in any of them) or the incorporation of a company (or purchase of shares in a shelf
                                            company) for the purpose of effecting such acquisition, but only if: 



 


		(i)	no
                                            (A) Default is continuing or (B) mandatory prepayment event under Clause 7.4 (Mandatory Prepayment
                                            – Sanctions Etc.) has occurred and either the 15 Business Day period or 20 day notice
                                            period referred to in paragraph (c) of Clause 7.4 (Mandatory Prepayment – Sanctions
                                            Etc.) has not expired in relation to any Lender, in each case, on the date on which the relevant
                                            member of the Group enters into a legal commitment for that acquisition or is incorporated,
                                            or is reasonably likely to occur as a result of that acquisition or that legal incorporation;
                                            



 


		(ii)	without
                                            prejudice to Clause 22.4 (Sanctions), the assets the subject of the acquisition are not subject
                                            to Sanctions and the assets are not located in, nor does the person the subject of the acquisition
                                            carry out any of its business in, a Sanctioned Country at the time of the acquisition; and
                                            



 


		(iii)	in
                                            the case of an acquisition by a member of the Group of a person that would become a Material
                                            Subsidiary (or a Holding Company of such person) only, the relevant member of the Group has
                                            delivered to the Facility Agent, not later than the date falling 10 Business Days after the
                                            date on which the relevant member of the Group enters into a legal commitment for the relevant
                                            acquisition, an updated Financial Plan assuming completion of such acquisition on that date,
                                            for the period until the Termination Date from the date on which the relevant member of the
                                            Group enters into a legal commitment for such proposed acquisition, and the revised Financial
                                            Plan shows that the Company will not be in breach or default in respect of any of the financial
                                            covenants set out in Clause 20 (Financial Covenants) at any time during that period; 



 


	(d)	subject
                                            to paragraph (b) of Clause 22.1 (General) and Schedule 17 (Additional Covenants) (in each
                                            case, as applicable to the Nigeria Group), made between members of the Group; 



 


	(e)	subject
                                            to paragraph (b) of Clause 22.1 (General) and Schedule 17 (Additional Covenants) (in each
                                            case, as applicable to the Nigeria Group), pursuant to an issue of shares by a member of
                                            the Group to another member of the Group, or by the Company to the extent not giving rise
                                            to a Change of Control; and 



 


	(f)	comprising
                                            the acquisition of securities which are Cash Equivalent Investments. 



 


“Permitted
Disposal” means any disposal:


 


	(a)	of
                                            assets by the Group in the ordinary course of trading or business activities; 



 


	(b)	between
                                            members of the Group; 



 


	(c)	of
                                            assets in exchange for other assets comparable or superior as to type, value or quality;
                                            



 


	(d)	the
                                            decommissioning of any towers; 



 


	(e)	of
                                            obsolete or redundant assets no longer required for the relevant person’s business;
                                            



 


	(f)	of
                                            cash by way of a Permitted Loan; 



 






    23


     


    

 





	(g)	of
                                            cash pursuant to Clause 22.18 (Dividends and Share Redemption) or a “Permitted Payment”
                                            as defined in Schedule 17 (Additional Covenants), as applicable to the Company; 



 


	(h)	of
                                            Cash Equivalent Investments for cash or in exchange for other Cash Equivalent Investments;
                                            



 


	(i)	arising
                                            as a result of the creation of any Permitted Security, the creation of any Permitted Security
                                            (as defined in Schedule 17 (Additional Covenants)) or (in the case of any member of the Group
                                            which is not an Obligor (which term shall include each “Nigeria Obligor” as that
                                            term is defined in Schedule 17 (Additional Covenants)) the creation of any Security to the
                                            extent not prohibited by the terms of the Agreement, a Permitted Reorganisation, a “Permitted
                                            Reorganisation” (as defined in Schedule 17 (Additional Covenants)) or a Permitted Transaction;
                                            



 


	(j)	of
                                            cash to the extent not otherwise prohibited by the terms of this Agreement; 



 


	(k)	constituted
                                            by a licence of intellectual property rights; 



 


	(l)	constituted
                                            by a licence or sub-licence in the ordinary course of trading or business activities; 



 


	(m)	constituted
                                            by a lease or licence of real property arising in the ordinary course of trading or business
                                            activities of the disposing entity; 



 


	(n)	any
                                            share sale by the Company, a Guarantor or a Material Subsidiary (other than a member of the
                                            Nigeria Group) or share issuance by any member of the Group or arising as a result of such
                                            share sale or issuance; 



 


	(o)	arising
                                            as a result of the sale of towers, provided that such towers are replaced by towers with
                                            an aggregate fair market value that is equal to or greater than the aggregate fair market
                                            value of the towers sold; 



 


	(p)	of
                                            trade receivables earned during a previous accounting period on a non-recourse basis (which
                                            may include recourse in respect of warranties and indemnities as to title and validity that
                                            are customarily provided in such non-recourse arrangements) and provided that such transaction
                                            does not have the commercial effect of a borrowing; 



 


	(q)	arising
                                            as a result of the disposition of receivables in connection with the compromise, settlement
                                            or collection thereof in the ordinary course of trading or business activities or in bankruptcy
                                            or similar proceedings and exclusive of factoring or similar arrangements; 



 


	(r)	arising
                                            as a result of a foreclosure, condemnation or any similar action with respect to any property
                                            or other assets or a surrender or waiver of contract rights or the settlement, release or
                                            surrender of contract, tort or other claims of any kind; 



 


	(s)	arising
                                            as a result of a seizure, expropriation, nationalisation, intervention, restriction or other
                                            action by or on behalf of any governmental, regulatory or other authority which in each case
                                            does not constitute (i) an Event of Default pursuant to Clause 23.9 (Creditors’ Process
                                            or Expropriation) or (ii) 
a mandatory prepayment event pursuant to Clause 7.3 (Mandatory Prepayment – Material Subsidiary Event of Default); 



 


	(t)	of
                                            treasury shares by any member of the Group that are held following the exercise, in each
                                            case on a “cashless” or “net exercise” basis, of any option to purchase
                                            corporate stock, shares or membership interests granted to any future, present or former
                                            employee, director, officer, contractor or consultant of the Company or any Subsidiary of
                                            the Company pursuant to any employee benefit plans or arrangements, including for the purpose
                                            of satisfying any taxes (including estimated taxes) due as a result of the exercise of any
                                            such option; 



 






    24


     


    

 


	(u)	by
                                            the Group (other than the Company or a Material Subsidiary that is not a Guarantor) to the
                                            extent not otherwise restricted by the terms of this Agreement (excluding under Clause 22.12
                                            (Joint Ventures); and 



 


	(v)	arising
                                            under any single transaction or series of related transactions that involves assets having
                                            a fair market value of less than the greater of USD20,000,000 (or its equivalent in other
                                            currencies) and an amount equal to zero point eight per cent. (0.8%) of Total Assets. 



 


“Permitted
Financial Indebtedness” means any Financial Indebtedness:


 


	(a)	arising
                                            under the Finance Documents; 



 


	(b)	arising
                                            under the Nigeria Group Credit Facility; 



 


	(c)	arising
                                            under the Senior Notes Indenture; 



 


	(d)	arising
                                            under a Permitted Guarantee; 



 


	(e)	under
                                            any Lease; 



 


	(f)	comprising
                                            of deferred consideration arising in connection with a Permitted Acquisition, provided that:
                                            



 


		(i)	such
                                            deferred consideration shall not exceed 75% of the total consideration (excluding any post-completion
                                            adjustments and/or earnouts) for that Permitted Acquisition; 



 


		(ii)	the
                                            deferred consideration is payable in full by no later than the date falling 18 months after
                                            the completion date for that Permitted Acquisition; and 



 


		(iii)	if
                                            such deferred consideration is not paid or discharged when due, it shall be either: 



 


		(A)	automatically
                                            converted into an equitable interest in the Company, with the Company having no residual
                                            indebtedness or other liability in connection with such deferred consideration following
                                            such conversion; or 



 


		(B)	subordinated
                                            to the claims of the Finance Parties under this Agreement on terms satisfactory to the Majority
                                            Lenders; 



 


	(g)	under
                                            derivative transactions entered into in connection with protection against or benefit from
                                            fluctuation in any interest or currency rates or commodity prices that arise in the ordinary
                                            course of trading or business, but not transactions for investment or speculative purposes;
                                            



 


	(h)	of
                                            a member of the Group (other than the Company or any member of the Nigeria Group), provided
                                            that such Financial Indebtedness does not exceed the Priority Debt Cap at any time; 



 


	(i)	arising
                                            under any refinancing of any Permitted Financial Indebtedness (including, for the avoidance
                                            of doubt, all fees, costs and expenses incurred in connection with such refinancing); 



 


	(j)	arising
                                            under any Existing Material Subsidiary Debt Facility; 



 


	(k)	any
                                            liability arising as a result of a fiscal unity (fiscale
                                            eenheid) for Dutch corporate tax purposes; 



 


	(l)	any
                                            liability in respect of any member of the Group incorporated in The Netherlands arising under
                                            a declaration of joint and several liability (hoofdelijke
                                            aansprakelijkheid) as referred to in Section 2:403 of
                                            the Dutch Civil Code; and 



 






    25


     


    

 


	(m)	of
                                            a member of the Group, which is not permitted by the preceding paragraphs, provided that
                                            the Leverage Ratio and Interest Coverage Ratio, calculated by reference to the most recent
                                            Annual Financial Statements or Quarterly Financial Statements delivered to the Facility Agent
                                            in accordance with Clause 19.1 (Financial Statements) and the relevant Compliance Certificate,
                                            after giving pro forma effect to the incurrence of such Financial Indebtedness in full and
                                            adjusted for the incurrence of other indebtedness since the last Quarter Date and including
                                            any other relevant adjustments to take into account the activities of the Group since the
                                            last Quarter Date, comply with the covenanted ratios for the immediately following Quarter
                                            Date set out in Clause 20.2 (Financial Condition). 



 


“Permitted
Guarantee” means:


 


	(a)	the
                                            endorsement of negotiable instruments in the ordinary course of trading or business activities
                                            of the Company; 



 


	(b)	any
                                            guarantee, performance or similar bond guaranteeing performance by the Company under any
                                            contract entered into in the ordinary course of trading or business activities of the Group;
                                            



 


	(c)	any
                                            guarantee given by a member of the Group in relation to or comprising of Permitted Financial
                                            Indebtedness (other than under paragraph (d) or paragraph (h) of the definition of Permitted
                                            Financial Indebtedness); 



 


	(d)	any
                                            guarantee given by a member of the Group (other than by any member of the Nigeria Group)
                                            in relation to any Financial Indebtedness incurred under paragraph (h) of the definition
                                            of Permitted Financial Indebtedness; 



 


	(e)	any
                                            guarantee given by the Company in favour of a creditor in respect of any Financial Indebtedness
                                            of a Subsidiary of the Company, where the aggregate Financial Indebtedness of that Subsidiary
                                            does not exceed 1.5 times its equity value (being the sum of that Subsidiary’s paid
                                            up capital and the amount of any shareholder loans made available to it, calculated by reference
                                            to the pro forma financial statements of that Subsidiary); 



 


	(f)	any
                                            guarantee listed in Schedule 12 (Existing Guarantees), together with any guarantees replacing
                                            any the same where the aggregate liability under the replacement guarantee is not greater
                                            than the aggregate liability under the guarantee being replaced (or to the extent greater,
                                            would be permitted under another paragraph of this definition); 



 


	(g)	any
                                            guarantee or indemnity given by the Company in connection with an acquisition or disposal
                                            transaction which is a Permitted Acquisition or Permitted Disposal which guarantee or indemnity
                                            is in customary form and subject to customary limitations; 



 


	(h)	any
                                            indemnity given in the ordinary course of the documentation of an acquisition or disposal
                                            transaction which is a Permitted Acquisition or Permitted Disposal which indemnity is in
                                            a customary form and subject to customary limitations; and 



 


	(i)	guarantees
                                            not otherwise permitted where the aggregate liability of the Company under all such guarantees
                                            does not exceed USD10,000,000 (or its equivalent in other currencies) in total at any time.
                                            



 


“Permitted
Joint Venture” means any investments in any Joint Venture, but only if:


 


	(a)	no:
                                            



 


		(i)	Default
                                            is continuing; or 



 






    26


     


    

 


		(ii)	mandatory
                                            prepayment event under Clause 7.4 (Mandatory Prepayment – Sanctions Etc.) has occurred
                                            and either the 15 Business Day period or 20 day notice period referred to in paragraph (c)
                                            of Clause 7.4 (Mandatory Prepayment – Sanctions Etc.) has not expired in relation to
                                            any Lender, 



 


in
each case, on the date the Company (or, as applicable, member of the Group) enters into a legal commitment to make an investment in the
Joint Venture, or is reasonably likely to occur as a result of the Company’s (or, as applicable, member of the Group’s) investment
into that Joint Venture;


 


	(b)	no
                                            co-investor, partner or other investor in such Joint Venture is a Restricted Party; 



 


	(c)	none
                                            of the assets owned by, or the subject of, the Joint Venture are located in a Sanctioned
                                            Country; and 



 


	(d)	none
                                            of the Joint Venture’s business operations is or will be carried out in any Sanctioned
                                            Country and the Joint Venture is not incorporated or established in a Sanctioned Country.
                                            



 


“Permitted
Loan” means:


 


	(a)	any
                                            trade credit extended by the Company, an Obligor or a Material Subsidiary to its customers
                                            on normal commercial terms and in the ordinary course of trading or business activities;
                                            



 


	(b)	any
                                            loan made by the Company, an Obligor or a Material Subsidiary to any other member of the
                                            Group, provided that the aggregate amount of all loans made by any member of the Nigeria
                                            Group to Subsidiaries of IHS Holding (other than to a member of the Nigeria Group) does not
                                            exceed USD50,000,000 (or its equivalent in other currencies) at any time; 



 


		(c)	a
                                            loan made by the Company, an Obligor or a Material Subsidiary to an employee or director
                                            of the Group, provided that the amount of that loan when aggregated with the amount of all
                                            loans to employees and directors by the Company, an Obligor or a Material Subsidiary does
                                            not exceed USD6,000,000 (or its equivalent in other currencies) at any time; 



 


	(d)	a
                                            loan made by the Company to any party that is a co-investor with the Company or any of its
                                            Subsidiaries in a Joint Venture, for the purposes of funding that co-investor’s investment
                                            in the Joint Venture, provided that such Joint Venture is consolidated for accounting purposes
                                            by the Company on or promptly after the date of such investment; 



 


	(e)	a
                                            loan made by a member of the Nigeria Group to another member of the Nigeria Group; and 



 


	(f)	any
                                            loans or credit not falling into any of the above paragraphs provided that the aggregate
                                            principal amount of all such loans or credit does not at any time exceed USD55,000,000 (or
                                            the equivalent in any other currency). 



 


“Permitted
Re-domiciliation” means the registration by way of continuation of the Company from Mauritius
to the Cayman Islands in accordance with the Companies Law (as amended) of the Cayman Islands, provided that:


 


	(a)	no
                                            earlier than 30 Business Days but no later than 15 Business Days prior to the proposed date
                                            for registration by way of continuation of the Company taking effect, the Company notifies
                                            the Facility Agent of the proposed registration by way of continuation; 



 


	(b)	no
                                            later than five Business Days prior to the registration by way of continuation of the Company
                                            taking effect, Cayman Islands legal advisers to the Facility Agent confirm that the legal
                                            opinion referred to in paragraph 3(b) of Part 1 of Schedule 2 (Conditions Precedent) remains
                                            true and correct in all material respects; 



 






    27


     


    

 





	(c)	there is no change to the legal identity or assets or liabilities of the Company, prejudice or effect on the identity or continuity or its properties or a Change of Control of the Company as a result of such registration by way of continuation; 




 


	(d)	no
                                            Default or mandatory prepayment event under Clause 7.4 (Mandatory Prepayment – Sanctions
                                            Etc.) would occur as a result of such registration by way of continuation; and 



 


	(e)	the
                                            certificate of registration by way of continuation of the Company and a certificate of good
                                            standing of the Company each issued by the Registrar of Companies in the Cayman Islands,
                                            the memorandum and articles of association, register of directors and officers, register
                                            of members and register of mortgages and charges of the Company are delivered to the Facility
                                            Agent promptly following the registration by way of continuation of the Company and, after
                                            such registration by way of continuation has occurred in accordance with this definition,
                                            the jurisdiction of incorporation of the Company shall be deemed to be the Cayman Islands
                                            for the purposes of this Agreement. 



 


“Permitted
Reorganisation” means:


 


	(a)	a
                                            reorganisation on a solvent basis involving the business or assets of, or shares of any member
                                            of the Group: 



 


		(i)	where
                                            the relevant member of the Group remains the surviving entity and the jurisdiction of incorporation
                                            of such member of the Group remains the same (subject to a Permitted Re-domiciliation); and
                                            



 


		(ii)	where
                                            the Finance Parties (or the Security Agent on their behalf) will continue to have the same
                                            or substantially equivalent security over the same or substantially equivalent assets (to
                                            the extent such assets, shares or other interests are not disposed of as permitted under
                                            this Agreement) and, to the extent applicable, benefit from the same or substantially equivalent
                                            guarantees, but subject always to, the terms of this Agreement (and the Facility Agent has
                                            received a legal opinion to this effect in form and substance satisfactory to it); 



 


	(b)	for
                                            the purposes of the definitions of Permitted Acquisition and Permitted Disposal only, in
                                            respect of a Guarantor, a Permitted Reorganisation (as defined in Schedule 17 (Additional
                                            Covenants)) and, in respect of a Material Subsidiary which is not a Guarantor (which shall
                                            include each “Guarantor” as that term is defined in Schedule 17 (Additional Covenants),
                                            a reorganisation involving the business or assets of, or shares of that entity where the
                                            relevant entity remains the surviving entity and the jurisdiction of incorporation of the
                                            relevant entity remains the same; 



 


	(c)	a
                                            Permitted Re-domiciliation; 



 


	(d)	a
                                            transfer of all of the issued share capital of the Company to a newly incorporated holding
                                            company, subject to the conditions in the definition of Change of Control; 



 


	(e)	any
                                            merger or reorganisation of two or more members of the Group (other than the Company) where
                                            either: 



 


		(i)	one
                                            of such members of the Group is the surviving entity; or 



 


		(ii)	the
                                            issued share capital of all such entities is transferred to another existing member of the
                                            Group or a newly incorporated entity, 



 


in
each case, provided that:


 


		(A)	where
                                            a member of the Group is the surviving entity, the jurisdiction of incorporation of such
                                            member of the Group remains the same;



 






    28


     


    

 


		(B)	where
                                            a newly incorporated entity is the surviving entity, its jurisdiction of incorporation is
                                            the same as that of any member of the Group undergoing such merger or reorganisation; and
                                            



 


		(C)	where
                                            any such member of the Group subject to such merger or reorganisation is an Obligor: 



 


		(1)	the
                                            surviving entity is an Obligor; or 



 


		(2)	if,
                                            as a result of the laws applicable in the jurisdiction of the entities subject to such merger
                                            or reorganisation, it is not possible for the surviving entity to effectively accede to this
                                            Agreement as a Guarantor prior to the date of such merger or reorganisation, the Company
                                            shall provide written notice to the Facility Agent on or around the date of completion of
                                            the relevant merger or reorganisation of such merger or reorganisation occurring (the “Effective
                                            Reorganisation Date”) and procure that the surviving
                                            entity shall accede to this Agreement promptly and in any event within no more than 10 Business
                                            Days of the Effective Reorganisation Date; and 



 


	(f)	any
                                            other reorganisation approved by the Majority Lenders. 



 


“Permitted
Security” means:


 


	(a)	any
                                            charge or lien arising by operation of law and in the ordinary course of trading or business
                                            activities of the Company or a Material Subsidiary and not as a result of any default or
                                            omission by the Company or the Material Subsidiary; 



 


	(b)	any
                                            retention of title arrangements, hire purchase or conditional sale arrangement or arrangements
                                            having similar effect arising in the ordinary course of trading or business activities of
                                            the Company or a Material Subsidiary with suppliers of goods to the Company or a Material
                                            Subsidiary on the supplier’s standard or usual terms and not arising as a result of
                                            any default or omission by the Company or the relevant Material Subsidiary and which is discharged
                                            within a period of time customary for such arrangements; 



 


	(c)	any
                                            Security created: 



 


		(i)	under
                                            or pursuant to any Finance Document (including the Security Documents) or in connection with
                                            the Existing RCF Agreement; 



 


		(ii)	in
                                            connection with a Company Bridge Facility (subject to the conditions referred to in the definition
                                            of “Company Bridge Facility”); or 



 


		(iii)	in
                                            connection with a Bridge Facility, provided that the Security granted is only over the shares
                                            (or similar ownership interests) in, or any receivables owed to or by, or any assets of:
                                            



 


		(A)	the
                                            relevant target acquired using funds made available pursuant to that Bridge Facility (such
                                            target, including its assets and receivables being the "Target
                                            Business"); 



 


		(B)	the
                                            relevant bidco or bidcos incorporated for the purposes of acquiring that target or its assets
                                            provided that such bidcos have no assets other than the shares in the target and/or the Target
                                            Business; and/or 



 


		(C)	the Holding Company (other than the Company) of that bidco or bidcos provided that such Holding Company has no assets other than (1) the shares in the relevant  bidco or bidcos holding that target and/or the Target Business and (2) any other bidcos and/or acquired businesses which were acquired after the date of this Agreement; 




 






    29


     


    

 


	(d)	any
                                            Security or Quasi-Security listed in Schedule 12 (Existing Security), together with any Security
                                            or Quasi-Security replacing any of the same where the assets subject to the replacement Security
                                            or Quasi-Security are the same (or part of the same) assets subject to the Security or Quasi-Security
                                            being replaced; 



 


	(e)	any
                                            netting or set-off arrangement entered into under a derivative transaction and excluding
                                            any Security or Quasi-Security under a credit support arrangement; 



 


	(f)	any
                                            Security over or affecting any asset acquired by the Company or a Material Subsidiary after
                                            the date of this Agreement, if: 



 


		(i)	the
                                            Security was not created in contemplation of the acquisition of that asset by the Company
                                            or the Material Subsidiary; 



 


		(ii)	the
                                            principal amount secured has not been increased in contemplation of or since the acquisition
                                            of that asset by the Company or the Material Subsidiary; and 



 


		(iii)	such
                                            Security is released or discharged within three months of the date of acquisition of the
                                            asset (unless permitted to remain under any other paragraph of this definition); 



 


	(g)	any
                                            Security arising under any Lease over the operating asset subject to the Lease provided that
                                            the Financial Indebtedness secured thereby is permitted pursuant to the Finance Documents;
                                            



 


	(h)	any
                                            Security over goods and documents of title to goods arising in the ordinary course of a documentary
                                            credit transaction entered into in the ordinary course of trading or business activities
                                            of the Company or a Material Subsidiary; 



 


	(i)	any
                                            netting or set-off arrangement entered into by the Company or a Material Subsidiary arising
                                            in connection with a cash management or pooling arrangement entered into in the ordinary
                                            course of its banking arrangements for the purpose of netting debit and credit balances of
                                            the Company or a Material Subsidiary but only so long as (i) such arrangement is not established
                                            with the primary intention of preferring any lenders, and (ii) any overdraft facility connected
                                            with such arrangement is permitted under the Finance Documents; 



 


	(j)	any
                                            Security over rental deposits arising in the ordinary course of trading or business activities
                                            of the Company or a Material Subsidiary in respect of any property leased or licensed by
                                            the Company in respect of amounts representing not more than 12 Months’ rent payments
                                            for that property; 



 


	(k)	any
                                            Security over bank accounts granted as part of that the relevant bank’s standard terms
                                            and conditions; 



 


	(l)	any
                                            Security relating to payments into court or arising under any court order or injunction or
                                            security for costs arising in connection with any litigation or court proceedings being contested
                                            by the Company or a Material Subsidiary in good faith (and which do not otherwise give rise
                                            to an Event of Default); 



 


	(m)	any
                                            Security arising pursuant to an order of attachment or injunction restraining disposal of
                                            assets or similar legal process arising in connection with court proceedings which are contested
                                            by the Company or a Material Subsidiary in good faith by appropriate proceedings and which
                                            do not otherwise give rise to an Event of Default and would not otherwise be reasonably expected
                                            to have a Material Adverse Effect; 



 






    30


     


    

 





	(n)	any
                                            Security over cash paid into an escrow account by any third party, the Company, an Obligor
                                            or a Material Subsidiary pursuant to any customary deposit or retention of purchase price
                                            arrangements entered into pursuant to any Permitted Acquisition; 



 


	(o)	any
                                            Security arising automatically by operation of law in favour of any government authority
                                            or organisation in respect of taxes, assessments or governmental charges which are being
                                            contested by the Company or a Material Subsidiary in good faith by appropriate proceedings
                                            and which would not be reasonably expected to have a Material Adverse Effect and in respect
                                            of which the Company or a Material Subsidiary has made adequate reserves; 



 


	(p)	any
                                            cash collateral provided in respect of letters of credit or bank guarantees to the issuer
                                            of such letters of credit or bank guarantees to the extent the Financial Indebtedness in
                                            relation to which such letters of credit or bank guarantees relate is permitted under the
                                            Finance Documents; 



 


	(q)	any
                                            Security on property or assets of a member of the Group (that is not a member of the Nigeria
                                            Group) to secure indebtedness of that member of the Group or any other Subsidiary of the
                                            Company that is not a member of the Nigeria Group, to the extent such Security is securing
                                            Financial Indebtedness incurred under paragraph (h) of the definition of Permitted Financial
                                            Indebtedness; 



 


	(r)	any
                                            Security or Quasi-Security to secure the performance of statutory obligations, trade contracts,
                                            insurance, surety or appeal bonds, workers compensation obligations, leases (including, without
                                            limitation, statutory and common law landlord’s liens), performance bonds, surety and
                                            appeal bonds or other obligations of a like nature incurred (including to secure letters
                                            of credit issued to assure payment of such obligations) or in connection with bids, tenders,
                                            contracts or leases to secure licenses, public or statutory obligations, in each case, incurred
                                            in the ordinary course of trading or business; 



 


	(s)	any
                                            Security or Quasi-Security on cash, Cash Equivalent Investments or other property arising
                                            in connection with the defeasance, discharge or redemption of Financial Indebtedness; in
                                            the ordinary course of such Financial Indebtedness provided that no Event of Default is continuing
                                            at the date such Security or Quasi-Security is granted; 



 


	(t)	any
                                            Security or Quasi-Security on specific items of inventory or other goods (and the proceeds
                                            thereof) of any person securing such person’s obligations in respect of bankers' acceptances
                                            issued or created in the ordinary course of business for the account of such person to facilitate
                                            the purchase, shipment or storage of such inventory or other goods; 



 


	(u)	any
                                            Security or Quasi-Security on property or assets under construction (and related rights)
                                            in favour of a contractor or developer or arising from progress or partial payments by a
                                            third party relating to such property or assets provided that such Security or Quasi-Security
                                            is released as soon as reasonably practicable (taking into consideration any relevant local
                                            law limitations and formalities) upon the discharge or release in full of the obligations
                                            secured by such Security or Quasi-Security; 



 


	(v)	any
                                            Security or Quasi-Security created with the prior written consent of the Majority Lenders;
                                            and 



 


	(w)	any
                                            Security securing indebtedness the principal amount of which (when aggregated with the principal
                                            amount of any other indebtedness which has the benefit of Security given by the Company or
                                            any member of the Group other than any permitted under the preceding paragraphs) does not
                                            at any time exceed the greater of USD75,000,000 (or its equivalent in other currencies) and
                                            3.0% of the Total Assets at any time outstanding. 



 






    31


     


    

 


“Permitted
Transaction” means:


 





	(a)	any
                                            transaction (other than (i) any sale, lease, license, transfer or other disposal and (ii)
                                            the granting or creation of Security or the incurring or permitting to subsist of Financial
                                            Indebtedness) conducted in the ordinary course of trading or business activities of the relevant
                                            person on arm’s length terms; 



 


	(b)	the
                                            liquidation (solvent or otherwise) of: 



 


		(i)	the
                                            Excluded Subsidiaries; or 



 


		(ii)	any
                                            member of the Group that is not a Material Subsidiary and is not an Obligor and which, at
                                            such point in time, is not a party to any agreement or other transactions and does not trade
                                            and provided that: 



 


		(A)	as
                                            a result of such liquidation, all assets (to the extent existing after the relevant liquidation
                                            or to the extent not otherwise permitted to be disposed of) of that member of the Group are
                                            transferred to another member of the Group; 



 


		(B)	immediately
                                            prior to such liquidation, that member of the Group that is subject to such solvent or insolvent
                                            liquidation does not own, legally or beneficially, any assets (including, without limitation,
                                            indebtedness owed to it) which in aggregate have a value of USD25,000,000 or more (or its
                                            equivalent in other currencies); and 



 


		(C)	such
                                            liquidation could not reasonably be expected to have a material and adverse impact (directly
                                            or indirectly) on the Company, any other Obligor or any Material Subsidiary (whether pursuant
                                            to any requirement to make payment under a guarantee or otherwise); 



 


	(c)	the
                                            solvent liquidation or sale, lease, license, transfer or other disposal of Nigeria Tower
                                            Interco B.V.; and 



 


	(d)	a
                                            Permitted Re-domiciliation. 



 


“Priority
Debt Cap” means the greater of USD1,630,000,000 and 200% of EBITDA of the Group.


 


“Pro
Rata Share” means, at any time:


 


	(a)	for
                                            the purpose of determining a Lender’s participation in a Utilisation, the proportion
                                            which its Available Commitment then bears to the Available Facility; and 



 


	(b)	for
                                            any other purpose: 



 


		(i)	the
                                            proportion which a Lender’s participation in the Loans then bears to all the Loans;
                                            



 


		(ii)	if
                                            there is no Loan then outstanding, the proportion which its Commitment then bears to the
                                            Total Commitments; or 



 


		(iii)	if
                                            there is no Loan then outstanding and the Total Commitments have been reduced to zero, the
                                            proportion which its Commitment bore to the Total Commitments immediately before the reduction.
                                            



 


“Published
Rate” means:


 


	(a)	an
                                            RFR; or 



 


	(b)	the
                                            Screen Rate for any Quoted Tenor. 



 






    32


     


    

 


“Published
Rate Replacement Event” means, in relation to a Published Rate:


 


	(a)	the
                                            methodology, formula or other means of determining that Published Rate has, in the opinion
                                            of the Facility Agent (acting on the instructions of the Majority Lenders) and the Company
                                            materially changed; or 



 


(b)


 


(i)


 


		(A)	the
                                            administrator of that Published Rate or its supervisor publicly announces that such administrator
                                            is insolvent; or 



 


		(B)	information
                                            is published in any order, decree, notice, petition or filing, however described, of or filed
                                            with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory
                                            or judicial body which reasonably confirms that the administrator of that Published Rate
                                            is insolvent, 



 


provided
that, in each case, at that time, there is no successor administrator to continue to provide that Published Rate; or


 


		(ii)	the
                                            administrator of that Published Rate publicly announces that it has ceased or will cease,
                                            to provide that Published Rate permanently or indefinitely and, at that time, there is no
                                            successor administrator to continue to provide that Published Rate; 



 


		(iii)	the
                                            supervisor of the administrator of that Published Rate publicly announces that such Published
                                            Rate has been or will be permanently or indefinitely discontinued; or 



 


		(iv)	the
                                            administrator of that Published Rate or its supervisor announces that that Published Rate
                                            may no longer be used; or 



 


	(c)	the
                                            administrator of that Published Rate (or the administrator of an interest rate which is a
                                            constituent element of that Published Rate) determines that that Published Rate should be
                                            calculated in accordance with its reduced submissions or other contingency or fallback policies
                                            or arrangements and either: 



 


		(i)	the
                                            circumstance(s) or event(s) leading to such determination are not (in the opinion of the
                                            Facility Agent (acting on the instructions of the Majority Lenders) and the Company) temporary;
                                            or 



 


		(ii)	that
                                            Published Rate is calculated in accordance with any such policy or arrangement for a period
                                            no less than the period opposite that Published Rate in Schedule 19 (Screen Rate Contingency
                                            Periods) or the period specified as the “RFR Contingency Period” in the Compounded
                                            Rate Terms relating to that Published Rate; or 



 


	(d)	in
                                            the opinion of the Facility Agent (acting on the instructions of the Majority Lenders) and
                                            the Company, that Published Rate is otherwise no longer appropriate for the purposes of calculating
                                            interest under this Agreement. 



 


“Quarterly
Financial Statements” has the meaning given to it in of Clause 19.1 (Financial Statements).


 


“Quasi-Security”
has the meaning given to it in Clause 22.9 (Negative Pledge).


 


“Quotation
Day” means, in relation to any period for which an interest rate is to be determined two
Business Days before the first day of that period, unless market practice differs in the relevant market for a currency, in which case
the Quotation Day for that currency will be determined by the Facility Agent in accordance with market practice in the relevant market
(and if quotations would normally be given by leading banks in the relevant market on more than one day, the Quotation Day will be the
last of those days).


 






    33


     


    

 


“Quoted Tenor”
means, in relation to the Screen Rate for Loans in dollars, any period for which that Screen Rate is customarily displayed on the relevant
page or screen of an information service.


 


“Rate Switch Date”
means, in relation to dollars, the earlier of:


 


		(a)	the Backstop Rate Switch Date; and
                                            



 


		(b)	any Rate Switch Trigger Event Date.
                                            



 


“Rate Switch Trigger Event”
means, in relation to the Screen Rate for Loans in dollars:


 


(a)


 


		(i)	the administrator of that Screen
                                            Rate or its supervisor publicly announces that such administrator is insolvent; or 



 


		(ii)	information is published in
                                            any order, decree, notice, petition or filing, however described, of or filed with a court,
                                            tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial
                                            body which reasonably confirms that the administrator of that Screen Rate is insolvent, 



 


provided that, in each case,
at that time, there is no successor administrator to continue to provide that Screen Rate;


 


		(b)	the administrator of that Screen
                                            Rate publicly announces that it has ceased or will cease, to provide that Screen Rate for
                                            any Quoted Tenor permanently or indefinitely and, at that time, there is no successor administrator
                                            to continue to provide that Screen Rate for that Quoted Tenor; 



 


		(c)	the supervisor of the administrator
                                            of that Screen Rate publicly announces that such Screen Rate has been or will be permanently
                                            or indefinitely discontinued for any Quoted Tenor; 



 


		(d)	the administrator of that Screen
                                            Rate or its supervisor publicly announces that that Screen Rate for any Quoted Tenor may
                                            no longer be used; or 



 


		(e)	in relation to the Screen Rate for
                                            the LIBOR applicable to Loans in dollars, the supervisor of the administrator of that Screen
                                            Rate makes a public announcement or publishes information: 



 


		(i)	stating that that Screen Rate
                                            for any Quoted Tenor is no longer, or as of a specified future date will no longer be, representative
                                            of the underlying market or the economic reality that it is intended to measure and that
                                            representativeness will not be restored (as determined by such supervisor); and 



 


		(ii)	with awareness that any such
                                            announcement or publication will engage certain triggers for fallback provisions in contracts
                                            which may be activated by any such pre-cessation announcement or publication. 



 


“Rate Switch Trigger Event
Date” means:


 


		(a)	in the case of an occurrence of a
                                            Rate Switch Trigger Event for dollars described in paragraph (a) of the definition of Rate
                                            Switch Trigger Event, the date on which the relevant Screen Rate ceases to be published or
                                            otherwise becomes unavailable; 



 


		(b)	in the case of an occurrence of a
                                            Rate Switch Trigger Event for dollars described in paragraphs (b), (c) or (d) of the definition of Rate
Switch Trigger Event, the date on which the relevant Screen Rate for the relevant Quoted Tenor ceases to be published or otherwise becomes
unavailable; and



 






    34


     


    

 


		(c)	in the case of an occurrence of a
                                            Rate Switch Trigger Event for dollars described in paragraph (e) of the definition of “Rate
                                            Switch Trigger Event”, the date on which the relevant Screen Rate for the relevant
                                            Quoted Tenor ceases to be representative of the underlying market and the economic reality
                                            that it is intended to measure (as determined by the supervisor of the administrator of such
                                            Screen Rate). 



 


“Receiver” means
a receiver, a receiver and manager, or an administrative receiver of the whole or any part of the Security Assets.


 


“Refinancing Facility”
means any facility which refinances (a) any Existing Material Subsidiary Debt Facility provided to a Material Subsidiary at the date
of this Agreement or (b) another Refinancing Facility.


 


“Related Fund”
in relation to a fund (the “first fund”) means:


 


		(a)	a fund which is managed or advised
                                            by the same investment manager or investment adviser as the first fund; or 



 


		(b)	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. 



 


“Relevant Jurisdiction”
means in relation to an Obligor or, where applicable, a Material Subsidiary:


 


		(a)	its jurisdiction of incorporation;
                                            and 



 


		(b)	any jurisdiction where any asset
                                            subject to any Security created or expressed to be created by it under a Security Document
                                            is situated. 



 


“Relevant Lenders”
has the meaning given to it in Clause 4.1 (Initial Conditions Precedent).


 


“Relevant Market”
means:


 


		(a)	subject to paragraph (b) below, in
                                            relation to dollars or any other currency, the London interbank market; and 



 


		(b)	following the occurrence of a Rate
                                            Switch Date in relation to dollars, the market specified as such in the applicable Compounded
                                            Rate Terms. 



 


“Relevant Nominating Body”
means any applicable central bank, regulator or other supervisory authority or a group of them, or any working group or committee sponsored
or chaired by, or constituted at the request of, any of them or the Financial Stability Board.


 


“Relevant Period”
has the meaning given to it in Clause 20.1 (Financial Definitions).


 


“Repeating Representations”
means:


 


		(a)	in relation to the Company, each
                                            of the representations and warranties set out in paragraphs (a) and (b)  of
Clause 18.2 (Status), Clauses 18.3 (Binding Obligations) to 18.7 (Governing Law and Enforcement) (inclusive), and paragraph (a) of Clause
18.10 (No Default), Clause 18.15 (Good Title) and paragraph (a)(i) of Clause 18.20 (Sanctions); and 



 


		(b)	in relation to a Guarantor, each
                                            of the representations and warranties set out in paragraph (b) of Clause 18.2 (Status), Clause
                                            18.3 (Binding Obligations), Clause 18.4 (Non-Conflict with other Obligations), Clause 18.5
                                            (Power and Authority), Clause 18.6 (Validity and Admissibility in Evidence), Clause 18.7
                                            (Governing Law and Enforcement), paragraph (a) of Clause 18.10 (No Default) and paragraph
                                            (a)(i) of Clause 18.20 (Sanctions). 



 






    35


     


    

 


“Replacement Reference Rate”
means a reference rate which is:


 


		(a)	formally designated, nominated or
                                            recommended as the replacement for a Published Rate by: 



 


		(i)	the administrator
                                            of that Published Rate (provided that the market or economic reality that such benchmark
                                            rate measures is the same as that measured by the Published Rate); or 



 


		(ii)	any Relevant Nominating Body,
                                            



 


and if replacements have, at the
relevant time, been formally designated, nominated or recommended under both paragraphs, the Replacement Reference Rate will be the replacement
under paragraph (ii) above;


 


		(b)	in the opinion of the Facility Agent
                                            (acting on the instruction of the Majority Lenders) and the Company, generally accepted in
                                            the international or any relevant domestic syndicated loan markets as the appropriate successor
                                            to the Published Rate; or 



 


		(c)	in the opinion of the Facility Agent
                                            (acting on the instruction of the Majority Lenders) and the Company, an appropriate successor
                                            to the Published Rate. 



 


“Reporting Day”
means the day specified as such in the applicable Compounded Rate Terms.


 


“Reporting Time”
means the relevant time (if any) specified as such in the applicable Compounded Rate Terms.


 


“Representative”
means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.


 


“Resignation Letter”
means a letter substantially in the form set out in Schedule 9 (Form of Resignation Letter), with any amendments the Facility Agent and
the Company may agree.


 


“Resolution Authority”
means anybody which has authority to exercise any Write-down and Conversion Powers.


 


“Restricted Party”
means a person that is:


 


		(a)	listed on, or owned or controlled
                                            by a person listed on, or acting on behalf or at the direction of a person listed on, any
                                            Sanctions List; 



 


		(b)	located in, incorporated under the
                                            laws of, or owned or (directly or indirectly) controlled by, or acting on behalf or at the
                                            direction of, a person located in or organised under the laws of a country or territory which
                                            is a Sanctioned Country; or 



 


		(c)	otherwise
                                            a target of Sanctions (“target of Sanctions” meaning a person with whom
                                            a US person or other legal or natural person subject to the jurisdiction or authority of
                                            a Sanctions Authority would be prohibited or restricted by law from engaging in trade, business
                                            or other activities without all appropriate licenses or exemptions issued by all applicable
                                            Sanctions Authorities).



 


“RFR” means the
rate specified as such in the applicable Compounded Rate Terms.


 


“RFR Banking Day”
means any day specified as such in the applicable Compounded Rate Terms.


 


“Sanctioned Country”
means a country or territory which is, or whose government is, the subject or target of comprehensive country-wide or territory-wide
Sanctions (being, at the date of this Agreement, Crimea, Cuba, Iran, North Korea and Syria).


 






    36


     


    

 


“Sanctions” means
the trade, economic or financial sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by:


 


		(a)	the United States of America; 



 


		(b)	the United Nations; 



 


		(c)	the European Union; 



 


		(d)	the United Kingdom; 



 


		(e)	France; 



 


		(f)	the jurisdiction of incorporation
                                            of the Company (or, after a Permitted Re-domiciliation, the Cayman Islands government, including
                                            pursuant to any sanctions legislation extended to the Cayman Islands by order of the Her
                                            Majesty in Council); and/or 



 


		(g)	the respective governmental institutions
                                            and agencies of any of the foregoing, including, without limitation, the Office of Foreign
                                            Assets Control of the US Department of Treasury, the United States Department of State and
                                            Her Majesty’s Treasury, 



 


(together, the “Sanctions
Authorities”).


 


“Sanctions List”
means the “Specially Designated Nationals and Blocked Persons”, the “Sectoral Sanctions Identifications List”
and the “List of Foreign Sanctions Evaders” maintained by the Office of Foreign Assets Control, the “Consolidated List
of Financial Sanctions Targets” and the “List of Persons Subject to Restrictive Measures in View of Russia’s Actions
Destabilising the Situation in Ukraine” maintained by Her Majesty’s Treasury, or any similar list maintained by, or public
announcement of Sanctions designation made by, any of the Sanctions Authorities.


 


“Screen Rate” means,
in relation to LIBOR, the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which
takes over the administration of that rate) for dollars and for the period displayed (before any correction, recalculation or republication
by the administrator) on page LIBOR01 or LIBOR02 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays
that rate), or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson
Reuters. If such page or service ceases to be available, the Facility Agent may specify another page or service displaying the relevant
rate after consultation with the Company.


 


“Secured Party”
means a Finance Party, Receiver or Delegate.


 


“Security” means
a mortgage, charge, pledge, lien, assignment by way of security, hypothecation or other security interest securing any obligation of
any person or any other agreement or arrangement having a similar effect.


 


“Security Agent”
means any person which accedes to this Agreement in such a capacity in accordance with Clause 28.12 (Appointment and Resignation of an
Agent).


 


“Security Asset”
means each asset of the Company which from time to time is, or is intended to be, subject to a Security Document.


 


“Security Document”
means any document evidencing or creating (or expressed to evidence or create) security over any asset to secure any obligation of the
Company under the Finance Documents.


 


“Selection Notice”
means a notice substantially in the form set out in Part 2 of Schedule 3 (Requests and Notices).


 






    37


     


    

 


"Senior
Notes (2025)" means the senior notes issued by IHS Netherlands Holdco B.V. pursuant to the terms of the Senior Notes
Indenture comprising USD510,000,000 7.125% senior notes due 2025.


 


"Senior Notes (2027)" means
the senior notes issued by IHS Netherlands Holdco B.V. pursuant to the terms of the Senior Notes Indenture comprising USD940,000,000 8.000%
senior notes due 2027.


 


"Senior Notes" means (a) the Senior Notes (2025) and
(b) the Senior Notes (2027).


 


"Senior
Notes Indenture" means the senior notes indenture dated 18 September 2019 in connection with the Senior Notes between, among
others, IHS Netherlands Holdco B.V. and Citibank, N.A., London Branch as trustee, as amended and supplemented from time to time.


 


"Specified Time" means a day or time determined in
accordance with Schedule 13 (Timetables).


 


"Sponsor Affiliate"
means an Affiliate of the Company provided that any direct or indirect shareholder of the Company shall not constitute a Sponsor Affiliate
(save for a shareholder which owns, legally and beneficially, more than 50% of the shares in the Company).


 


"[***]" means an acquisition
(by way of share purchase, asset purchase or otherwise) of certain tower assets of [[***] or any of its
affiliates] in [***] by any member of the Group.


 


"[***] Documents" means the acquisition
agreement or comparable document(s) having a similar effect entered into in connection with, and relating to, the [***]. 


 


"Subsequent Bond Obligor" means:


 


		(a)	 for so long as any Senior Notes are outstanding, a member
of the Group (other than the Company or any Original Bond Obligor) which from time to time becomes a guarantor in respect of the Senior
Notes; and



 


		(b)	on and from the date on which the New Senior Notes are issued:



 


		(i)	a member of the Group (other than the Company or any Original Bond Obligor) which
is the issuer or a guarantor of the New Senior Notes as at the date of issuance of such notes; and



 


		(ii)	a member of the Group (other than the Company, any Original Bond Obligor or any member
of the Group which has previously become a Subsequent Bond Obligor as a result of sub-paragraph (i) above) which from time to time
becomes a guarantor in respect of the New Senior Notes.



 


"Subsidiary" means, with respect to any specified
person:


 


		(c)	any corporation, association or other business entity of which more than 50% of
                                                                the total voting power of shares of capital stock entitled (without regard to the occurrence of any contingency and after giving
                                                                effect to any voting agreement or stockholders' agreement that effectively transfers voting power) to vote in the election of
                                                                directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly
                                                                or indirectly, by that person or one or more of the other Subsidiaries of that person (or a combination thereof); 



 


		(d)	any partnership or limited liability company of which (a) more than 50% of the
                                                                capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled,
directly or indirectly, by such person or one or more of the other Subsidiaries of that person or a combination thereof, whether in the
form of membership, general, special or limited partnership interests or otherwise,
and (b) such person or any Subsidiary of such person is a controlling general partner or otherwise controls such entity; or



 






    38


     


    

 


		(e)	any corporation, company, association,
                                            partnership, limited liability company or other business entity which is or is eligible to
                                            be consolidated in the financial statements of such person in accordance with IFRS. 



 


“Takeout Financing”
means any public or private debt (or convertible) securities issuance or loan or debt facility (including, without limitation, any bond
or private placement) (a “Debt Financing”) in each case issued or incurred by any member of the Group, but excluding:


 


		(a)	any Utilisation; 



 


		(b)	any Debt Financing falling within
                                            paragraphs (d) to (g) (inclusive), (i) (to the extent refinancing any Debt Financing expressly
                                            excluded pursuant to this sub-paragraph (b)), (k) and (l) of the definition of “Permitted
                                            Financial Indebtedness”; 



 


		(c)	any Debt Financing between members
                                            of the Group or any New Shareholder Loan; 



 


		(d)	any
                                            Debt Financing issued by, or provided to, any member of the Group under an arrangement existing
                                            as at the date of this Agreement (an “Existing Financing”) and/or any
                                            Debt Financing incurred to refinance (whether by issue or the incurrence of a new financing
                                            or the amendment of any existing financing) all or any part of:



 


		(i)	an Existing
                                            Financing which has a scheduled maturity date prior to the Original Termination Date; 



 


		(ii)	at
                                            any time after the date of this Agreement until (and including) 31 December 2021, the Senior
                                            Notes provided that (1) if incurred at any time prior to the first Utilisation Date,
                                            the net proceeds of such Debt Financing in excess of USD 510,000,000 shall be treated as
                                            Takeout Financing/Equity Issuance Proceeds and applied in accordance with Clause 7.5 (Mandatory
                                            Prepayment and Cancellation – Disposals, Acquisition Claims and Takeout Financing /
                                            Equity Issuance Proceeds) and (2) if incurred at any time after the first Utilisation Date,
                                            the relevant amount of net proceeds of such Debt Financing shall be treated as Takeout Financing/Equity
                                            Issuance Proceeds and applied in accordance with Clause 7.5 (Mandatory Prepayment and Cancellation
                                            – Disposals, Acquisition Claims and Takeout Financing / Equity Issuance Proceeds);
                                            or



 


		(iii)	the Nigeria Group Credit Facility.
                                            



 


		(e)	any Debt Financing incurred for working
                                            capital purposes in an aggregate amount not to exceed USD50,000,000 (or its equivalent in
                                            any other currencies) at any time; 



 


		(f)	any Debt Financing which is a Company
                                            Bridge Facility; 



 


		(g)	at
                                            any time after the date of this Agreement until (and including) 31 December 2021, the net
                                            proceeds of any Debt Financing comprising a public debt issuance in the bond markets incurred
                                            by any member of the Group not exceeding US500,000,000 (or its equivalent in any other currency)
                                            which, when aggregated with any amount excluded under paragraph (b) of the definition of
                                            Equity Issuance shall not exceed an amount equal to USD800,000,000 (or its equivalent in
                                            any other currency), provided that if issued or provided after the first Utilisation
                                            Date, the relevant amount of such net proceeds above are treated as Takeout Financing/Equity
                                            Issuance Proceeds and applied in accordance with Clause 7.5 (Mandatory Prepayment and Cancellation
                                            – Disposals, Acquisition Claims and Takeout Financing and Equity Issuance Proceeds);



 


		(h)	any Financial Indebtedness incurred
                                            under this Agreement; 



 






    39


     


    

 


		(i)	any Debt Financing incurred by a
                                            member of the Group (other than the Company) solely for the purposes of funding (or refinancing
                                            the funding of) an acquisition (including, the utilisation, amendment and/or refinancing
                                            of any existing indebtedness which is acquired as part of an acquisition) and/or build-to-suit
                                            and related customary transaction costs, provided that the Company shall be permitted to
                                            provide a guarantee in respect of that Debt Financing to the extent permitted by the terms
                                            of this Agreement; and 



 


		(j)	any Debt Financing incurred by any
                                            Subsidiary of the Company solely for the purposes of funding capital expenditure incurred
                                            by an operating Subsidiary of the Company, provided further that (1) once utilised, an amount
                                            equal to the proceeds (net of transaction costs) of that Debt Financing are actually applied
                                            for the purposes of funding (or refinancing the funding of) such capital expenditure and
                                            (2) the Company shall be permitted to provide a guarantee in respect of that Debt Financing
                                            to the extent permitted by the terms of this Agreement; and 



 


		(k)	any Debt Financing incurred by a
                                            member of the Group (other than the Company) solely for the purposes of funding: 



 


		(i)	the capital expenditure of the
                                            target(s) and/or businesses that are acquired pursuant to the TIM Fiber Acquisition and become
                                            operating Subsidiaries of that member of the Group; or 



 


		(ii)	the capital expenditure of
                                            one or more operating Subsidiaries of that member of the Group, 



 


and, in each case, related customary
transaction costs provided further that (1) once utilised, an amount equal to the proceeds (net of transaction costs) of that Debt Financing
are actually applied for the purposes of funding (or refinancing the funding of) such capital expenditure by the relevant operating Subsidiaries
and (2) the Company shall be permitted to provide a guarantee in respect of that Debt Financing to the extent permitted by the terms
of this Agreement.


 


“Takeout Financing/Equity
Issuance Proceeds” has the meaning given to that term in Clause 7.5 (Mandatory Prepayment and Cancellation – Disposals,
Acquisition Claims and Takeout Financing and Equity Issuance Proceeds).


 


“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 them) imposed or demanded by a governmental or other related authority.


 


“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 an increase in a payment made by the Company to a Finance Party under Clause 12.2 (Tax Gross-Up) or a payment under Clause 12.3
(Tax Indemnity).


 


“Term Rate Loan”
means any Loan or, if applicable, Unpaid Sum which is not a Compounded Rate Loan.


 


“Termination Date”
means the Original Termination Date or the Extended Termination Date.


 


“Third Parties Act”
means the Contracts (Rights of Third Parties) Act 1999.


 


“TIM Fiber Acquisition”
means the acquisition and deployment of TIM S.A.’s secondary fiber network infrastructure made pursuant to the TIM Fiber Acquisition
Documents.


 


“TIM Fiber Acquisition Documents”
means the share purchase agreement entered into on 5 May 2021 (as amended from time to time, as the case may be) between TIM S.A. and
an Affiliate of IHS Holding in connection with the acquisition of certain fiber assets of TIM S.A.


 


“Total Commitments”
means the aggregate of the Commitments, being USD500,000,000 at the date of this Agreement.


 






    40


     


    

 


“Trade Instruments”
means any performance bonds, advance payment bonds or documentary letters of credit issued in respect of the obligations of any member
of the Group arising in the ordinary course of trading or business of that member of the Group which, in each case, is not (or will not
be) outstanding for a period longer than nine months from the date such instrument is issued.


 


“Transfer Certificate”
means a certificate substantially in the form set out in Schedule 4 (Form of Transfer Certificate), with any amendments the Facility
Agent may approve or reasonably require, or any other form agreed between the Facility Agent and the Company.


 


“Transfer Date”
means, in relation to an assignment or a transfer, the later of:


 


		(a)	the proposed
                                            Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate; and
                                            



 


		(b)	the date on
                                            which the Facility Agent executes the relevant Assignment Agreement or Transfer Certificate.
                                            



 


“UK” means the
United Kingdom of Great Britain and Northern Ireland.


 


“UK Bail-In Legislation”
means Part I of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the
resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through
liquidation, administration or other insolvency proceedings).


 


“Unpaid Sum” means
any sum due and payable but unpaid by the Company under the Finance Documents.


 


“US” means the
United States of America.


 


“Utilisation” means
a utilisation of the Facility.


 


“Utilisation Date”
means the date of a Utilisation, being the date on which the relevant Loan is or is to be made.


 


“Utilisation Request”
means a notice substantially in the form set out in Schedule 3 (Requests and Notices).


 


“VAT” means:


 


		(a)	any value added tax imposed by the
                                            Value Added Tax Act 1994; 



 


		(b)	any Tax imposed in compliance with
                                            Council Directive of 28 November 2006 on the common system of value added tax (EC Directive
                                            2006/112); and 



 


		(c)	any other Tax of a similar nature
                                            whether imposed in a member state of the European Union or the United Kingdom in substitution
                                            for, or levied in addition to, such Tax referred to in paragraphs (a) and (b) above, or imposed
                                            elsewhere. 



 


“White List” means
the agreed list of entities provided by the Company to the Facility Agent, pursuant to Clause 4.1 (Initial Conditions Precedent).


 


“Write-Down and Conversion
Powers” means:


 


		(a)	in relation to any Bail-In Legislation
                                            described in the EU Bail-In Legislation Schedule from time to time, the powers described
                                            as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule; 


 






    41


     


    

 


		(b)	in relation to the UK Bail-In
                                            Legislation, any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares
                                            issued by a person that is a bank or investment firm or other financial institution or affiliate
                                            of a bank, investment firm or other financial institution, to cancel, reduce, modify or change
                                            the form of a liability of such a person or any contract or instrument under which that liability
                                            arises, to convert all or part of that liability into shares, securities or obligations of
                                            that person or any other person, to provide that any such contract or instrument is to have
                                            effect as if a right had been exercised under it or to suspend any obligation in respect
                                            of that liability or any of the powers under that UK Bail-In Legislation that are related
                                            to or ancillary to any of those powers; and 



 


		(c)	in relation to any other applicable
                                            Bail-In Legislation: 



 


		(i)	any powers under that Bail-In
                                            Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment
                                            firm or other financial institution or affiliate of a bank, investment firm or other financial
                                            institution, to cancel, reduce, modify or change the form of a liability of such a person
                                            or any contract or instrument under which that liability arises, to convert all or part of
                                            that liability into shares, securities or obligations of that person or any other person,
                                            to provide that any such contract or instrument is to have effect as if a right had been
                                            exercised under it or to suspend any obligation in respect of that liability or any of the
                                            powers under that Bail-In Legislation that are related to or ancillary to any of those powers;
                                            and 



 


		(ii)	any similar or analogous powers
                                            under that Bail-In Legislation. 



 


		1.2	Construction



 


		(a)	Unless this Agreement expressly
                                            provides to the contrary, any reference in this Agreement to: 



 


		(i)	a Party
                                            or any other person includes its successors in title, permitted assigns and permitted transferees
                                            to, or of, all or any combination of its rights and obligations under the Finance Documents;
                                            



 


		(ii)	an
                                            “amendment” includes a supplement, novation, extension (whether of maturity
                                            or otherwise), restatement, re-enactment or replacement (however fundamental and whether
                                            or not more onerous) and amended will be construed accordingly;



 


		(iii)	“assets”
                                            includes present and future properties, revenues and rights of every description;



 


		(iv)	a
                                            Lender's “cost of funds” in relation to its participation in a Loan is
                                            a reference to the average cost (determined either on an actual or a notional basis) which
                                            that Lender would incur if it were to fund, from whatever source(s) it may reasonably select,
                                            an amount equal to the amount of that participation in that Loan for a period equal in length
                                            to the Interest Period of that Loan;



 


		(v)	“disposal”
                                            includes a sale, transfer, assignment, grant, lease, licence, declaration of trust or other
                                            disposal, whether voluntary or involuntary, and “dispose” will be construed
                                            accordingly;



 


		(vi)	“guarantee”
                                            means (other than in Clause 16 (Guarantee and Indemnity)) any guarantee, letter of credit,
                                            bond, indemnity or similar assurance against 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,
                                            such obligation is assumed in order to maintain or assist the ability of such person to meet
                                            its indebtedness;



 






    42


     


    

 


		(vii)	a
                                            “Finance Document” or any other agreement or instrument includes (without
                                            prejudice to any restriction on amendments) any amendment to that Finance Document or other
                                            agreement or instrument, including any change in the purpose of, any extension of or any
                                            increase in the amount of a facility or any additional facility;



 


		(viii)	a
                                            “group of Lenders” includes all the Lenders and a “group of Finance
                                            Parties” includes all the Finance Parties;



 


		(ix)	“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;



 


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



 


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



 


		(xii)	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 a person to which it applies is generally accustomed to comply)
                                            of any governmental, inter-governmental or supranational body, agency or department, or of
                                            any regulatory, self-regulatory or other authority or organisation;



 


		(xiii)	a
                                            “currency” is a reference to the lawful currency for the time being of
                                            the relevant country;



 


		(xiv)	a provision
                                            of law is a reference to that provision as amended and includes any subordinate legislation;
                                            and 



 


		(xv)	a time of day is a reference
                                            to London time. 



 


		(b)	The
                                            determination of the extent to which a rate is “for a period equal” in
                                            length to an Interest Period will disregard any inconsistency arising from the last day of
                                            that Interest Period being determined pursuant to the terms of this Agreement.



 


		(c)	A Clause or a Schedule is a reference
                                            to a clause of or a schedule to this Agreement. 



 


		(d)	The headings in this Agreement
                                            are for ease of reference only and do not affect its interpretation. 



 


		(e)	EUR
                                            denotes the lawful currency of the Participating Member States.



 


		(f)	NGN
                                            denotes the lawful currency of Nigeria.



 


		(g)	$,
                                            USD, US dollars and dollars denote the lawful currency of the United States of
                                            America.



 


		(h)	Unless this Agreement expressly
                                            provides to the contrary: 



 


		(i)	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; 



 






    43


     


    

 


		(ii)	a Default
                                            (including an Event of Default) is “continuing” if it has not been remedied or
                                            waived and an Event of Default is also continuing if the Facility Agent has accelerated in
                                            full all amounts outstanding under the Finance Documents at a time when an Event of Default
                                            was otherwise continuing; 



 


		(iii)	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 any Obligor is outstanding or any Commitment is
                                            in force under the Finance Documents; and 



 


		(iv)	Any reference within a Clause
                                            to this Clause means the entirety of that Clause. 



 


		(i)	A reference
                                            in this Agreement to a page or screen of an information service displaying a rate shall include:
                                            



 


		(i)	any replacement page of that
                                            information service which displays that rate; and 



 


		(ii)	the appropriate
                                            page of such other information service which displays that rate from time to time in place
                                            of that information service, 



 


and, if such page or service ceases to be available,
shall include any other page or service displaying that rate specified by the Facility Agent after consultation with the Company.


 


		(j)	A reference
                                            in this Agreement to a Central Bank Rate shall include any successor rate to, or replacement
                                            rate for, that rate. 



 


		(k)	Any Compounded
                                            Rate Supplement relating to a currency overrides anything relating to that currency in: 



 


		(i)	Schedule 20 (Compounded Rate
                                            Terms); or 



 


		(ii)	any earlier Compounded Rate
                                            Supplement. 



 


		(l)	A Compounding
                                            Methodology Supplement relating to the Daily Non-Cumulative Compounded RFR Rate or the Cumulative
                                            Compounded RFR Rate overrides anything relating to that rate in: 



 


		(i)	Schedule
                                            21 (Daily Non-Cumulative Compounded Rate) or Schedule 22 (Cumulative Compounded RFR Rate),
                                            as the case may be; or 



 


		(ii)	any earlier Compounding Methodology
                                            Supplement. 



 


		1.3	Third
                                            Party Rights



 


		(a)	Unless expressly
                                            provided to the contrary in a Finance Document, a person who is not a Party has no right
                                            under the Third Parties Act to enforce or to enjoy the benefit of any term of this Agreement.
                                            



 


		(b)	Subject to
                                            paragraph (b) of Clause 38.3 (Other Exceptions) but otherwise notwithstanding any term of
                                            any Finance Document, the consent of any person who is not a Party is not required to rescind
                                            or vary this Agreement at any time. 



 


		1.4	Dutch
                                            Terms



 


In this Agreement, where it relates
to a Dutch person or the context so requires, a reference to: 


 


		(a)	“The
                                            Netherlands” means the European part of the Kingdom of the Netherlands and “Dutch”
                                            means in or of The Netherlands;



 






    44


     


    

 


		(b)	“works
                                            council” means each works council (ondernemingsraad) or central or groups
                                            works council (central of groeps ondernemingsraad) having jurisdiction over that person;



 


		(c)	a
                                            “necessary action to authorise” includes any action required to comply
                                            with the Works Councils Act of The Netherlands (Wet op de ondernemingsraden), followed
                                            by a positive advice (advies) from the works council of that person;



 


		(d)	“financial
                                            assistance” includes any act contemplated by Section 2:98c of the Dutch Civil Code;



 


		(e)	“constitutional
                                            documents” means the articles of association (statuten) and deed of incorporation
                                            (akte van oprichting) and an up-to-date extract of registration of the Trade Register
                                            of the Dutch Chamber of Commerce;



 


		(f)	a
                                            “security interest” or “security” includes any mortgage (hypotheek),
                                            pledge (pandrecht), retention of title arrangement (eigendomsvoorbehoud), right
                                            of retention (recht van retentie), right to reclaim goods (recht van reclame)
                                            and any right in rem (beperkt recht) created for the purpose of granting security
                                            (goederenrechtelijke zekerheid);



 


		(g)	a
                                            “winding-up”, “administration” or “dissolution”
                                            includes declared bankrupt (failliet verklaard) or dissolved (ontbonden);



 


		(h)	a
                                            “moratorium” includes surseance van betaling and “a moratorium
                                            is declared” includes surseance verleend;



 


		(i)	any
                                            “procedure or step” taken in connection with insolvency proceedings includes
                                            that person having filed a notice under Section 36 of the Tax Collection Act of The Netherlands
                                            (Invorderingswet 1990);



 


		(j)	a
                                            “liquidator” includes a curator;



 


		(k)	an
                                            “administrator” includes a bewindvoerder, a herstructureringsdeskundige
                                            or an observator;



 


		(l)	a
                                            “receiver” or an “administrative receiver” does not
                                            include a curator or bewindvoerder; and



 


		(m)	an
                                            “attachment" includes a beslag.



 


		1.5	Exchange
                                            Rate Fluctuations and Baskets



 


When applying any baskets, monetary
limits, thresholds and other exceptions to the representations and warranties, undertakings, Events of Default and Material Subsidiary
Events of Default under the Finance Documents, the equivalent to an amount in dollars as on the date of the relevant member of the Group
incurring or making the relevant disposal, acquisition, investment, lease, loan, debt or guarantee or other relevant action shall be
applicable. No Event of Default, Material Subsidiary Event of Default or breach of any representation and warranty or undertaking under
the Finance Documents shall arise merely as a result of a subsequent change in the dollar equivalent. 


 


		1.6	Electronic
                                            Signatures



 


The Parties acknowledge and agree
that they may execute the Finance Documents and any variation or amendment to the same, by electronic instrument. The Parties agree that
the electronic signatures appearing on the document shall have the same effect as handwritten signatures and the use of an electronic
signature on any Finance Document shall have the same validity and legal effect as the use of a signature affixed by hand and is made
with the intention of authenticating such Finance Document, and evidencing the parties’ intention to be bound by the terms and
conditions contained herein. For the purposes of using an electronic signature, the Parties authorise each other to the lawful processing
of personal data of the signers for contract performance and their legitimate interests including contract management.


 






    45


     


    




 


		2.	THE FACILITY



 


		2.1	The
                                            Facility



 


Subject to the terms of this Agreement,
the Lenders make available to the Company a USD term loan facility in an aggregate amount equal to the Total Commitments. 


 


		2.2	Increase



 


		(a)	The Company may by giving prior
                                            notice to the Facility Agent by no later than the date falling 30 Business Days after the effective date of a cancellation of:



 


		(i)	the Available
                                            Commitments of a Defaulting Lender in accordance with Clause 7.10 (Right of Cancellation
                                            in Relation to a Defaulting Lender); 



 


		(ii)	the Commitments of a Lender
                                            in accordance with: 



 


		(A)	Clause 7.1 (Mandatory Prepayment
                                            – Illegality); or 



 


		(B)	paragraph
                                            (a) of Clause 7.9 (Right of Replacement or Repayment and Cancellation in Relation to a Single
                                            Lender); 



 


request that the Commitments relating
to the Facility be increased (and the Commitments relating to the Facility shall be so increased) in an aggregate amount of up to the
amount of the Available Commitments or Commitments relating to the Facility so cancelled as follows:


 


		(1)	the
                                            increased Commitments will be assumed by one or more Lenders or other banks or financial
                                            institutions (each an “Increase Lender”) selected by the Company and each
                                            of which confirms its willingness to assume and does assume all the obligations of a Lender
                                            corresponding to that part of the increased Commitments which it is to assume, as if it had
                                            been an Original Lender (for the avoidance of doubt, no Party shall be obliged to assume
                                            the obligations of a Lender pursuant to this Clause 2.2 (Increase) without the prior consent
                                            of that Party);



 


		(2)	the Company and any Increase
                                            Lender shall assume obligations towards one another and/or acquire rights against one another
                                            as the Company and the Increase Lender would have assumed and/or acquired had the Increase
                                            Lender been an Original Lender; 



 


		(3)	each
                                            Increase Lender shall become a Party as a Lender and any Increase Lender and each
                                            of the other Finance Parties shall assume obligations towards one another and acquire rights
                                            against one another as that Increase Lender and those Finance Parties would have assumed
                                            and/or acquired had the Increase Lender been an Original Lender;



 


		(4)	the Commitments of the other
                                            Lenders shall continue in full force and effect; and 



 


		(5)	any increase
                                            in the Commitments relating to the Facility shall take effect on the date specified by the
                                            Company in the notice referred to above or any later date on which the conditions set out
                                            in paragraph (b) below are satisfied.



 






    46


     


    

 


		(b)	An increase in the Commitments
                                            relating to the Facility will only be effective on: 



 


		(i)	the execution
                                            by the Facility Agent of an Increase Confirmation from the relevant Increase Lender; and
                                            



 


		(ii)	in relation
                                            to an Increase Lender which is not a Lender immediately prior to the relevant increase the
                                            performance by the Facility Agent of all necessary “know your customer” or other
                                            similar checks under all applicable laws and regulations in relation to the assumption of
                                            the increased Commitments by that Increase Lender, the completion of which the Facility Agent
                                            shall promptly notify the Company and the Increase Lender. 



 


		(c)	Each Increase
                                            Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that
                                            the Facility Agent has authority to execute on its behalf any amendment or waiver that has
                                            been approved by or on behalf of the requisite Lender or Lenders in accordance with this
                                            Agreement on or prior to the date on which the increase becomes effective. 



 


		(d)	The Company
                                            shall promptly on demand pay the Facility Agent and the Security Agent the amount of all
                                            costs and expenses (including legal fees) reasonably incurred by either of them and, in the
                                            case of the Security Agent, by any Receiver or Delegate in connection with any increase in
                                            Commitments under this Clause 2.2 (Increase). 



 


		(e)	The Company
                                            may pay (or procure the payment) to the Increase Lender a fee in the amount and at the times
                                            agreed between the Company and the Increase Lender in a Fee Letter. 



 


		(f)	Each Party
                                            shall co-operate to ensure that, on and following the date on which any increase in Commitments
                                            is effective, the proportion of the aggregate amount of all Loans under the affected Facility
                                            which each Lender holds is the same as the proportion which the Commitment of each Lender
                                            at such time bears to the Total Commitments. 



 


		(g)	Clause 25.4
                                            (Limitation of Responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause
                                            2.2 (Increase) in relation to an Increase Lender as if references in that Clause to: 



 


		(i)	an
                                            Existing Lender were references to all the Lenders immediately prior to the relevant
                                            increase;



 


		(ii)	the
                                            New Lender were references to that Increase Lender; and



 


		(iii)	a re-transfer
                                            and re-assignment were references to respectively a transfer and assignment. 



 


		2.3	Finance
                                            Parties’ Rights and Obligations



 


		(a)	The obligations of each Finance
                                            Party under the Finance Documents are several. 



 


		(b)	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. 



 


		(c)	No Finance
                                            Party is responsible for the obligations of any other Finance Party under the Finance Documents.
                                            



 


		(d)	The rights
                                            of each Finance Party under or in connection with the Finance Documents are separate and
                                            independent rights and they include the right to repayment of any debt owing to that Finance
                                            Party under the Finance Documents. 



 






    47


     


    

 


		(e)	Any debt
                                            arising under the Finance Documents to a Finance Party is a separate and independent debt.
                                            Any part of a Loan or any other amount owed by an Obligor which relates to a Finance Party’s
                                            participation in the Facility or its role under a Finance Document is a debt owing to that
                                            Finance Party by that Obligor (including if it is payable to an Agent on that Finance Party’s
                                            behalf). 



 


		(f)	A Finance
                                            Party may, except as specifically provided in the Finance Documents, separately enforce its
                                            rights under or in connection with the Finance Documents. 



 


		2.4	Obligors’
                                            Agent



 


		(a)	Each Obligor
                                            (other than the Company) by its execution of this Agreement or an Accession Letter irrevocably
                                            appoints the Company (acting through one or more authorised signatories) to act on its behalf
                                            as its agent in relation to the Finance Documents and irrevocably authorises: 



 


		(i)	the Company
                                            on its behalf to supply all information concerning itself contemplated by this Agreement
                                            to the Finance Parties and to give all notices and instructions, to make such agreements
                                            and to effect the relevant amendments, supplements and variations capable of being given,
                                            made or effected by any Obligor notwithstanding that they may affect the Obligor, without
                                            further reference to or the consent of that Obligor; and 



 


		(ii)	each Finance
                                            Party to give any notice, demand or other communication to that Obligor pursuant to the Finance
                                            Documents to the Company, 



 


and in each case the Obligor shall
be bound as though the Obligor itself had given the notices and instructions or executed or made the agreements or effected the amendments,
supplements or variations, or received the relevant notice, demand or other communication.


 


		(b)	Every act,
                                            omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice
                                            or other communication given or made by the Obligors’ Agent or given to the Obligors’
                                            Agent under any Finance Document on behalf of another Obligor or in connection with any Finance
                                            Document (whether or not known to any other Obligor and whether occurring before or after
                                            such other Obligor became an Obligor under any Finance Document) shall be binding for all
                                            purposes on that Obligor as if that Obligor had expressly made, given or concurred with it.
                                            In the event of any conflict between any notices or other communications of the Obligors’
                                            Agent and any other Obligor, those of the Obligors’ Agent shall prevail. 



 


		3.	PURPOSE



 


		3.1	Purpose



 


The Company may only apply all
amounts borrowed by it under the Facility towards, directly or indirectly, the financing of (or to, the extent already paid, the refinancing
of the funds used to finance) an Approved Acquisition, together with any Transaction Costs incurred in relation thereto. 


 


		3.2	Monitoring



 


No Finance Party is bound to monitor
or verify the application of any utilisation of the Facility. 


 






    48


     


    

 


	4.	CONDITIONS OF UTILISATION



 


	4.1	Initial Conditions Precedent



 


No Utilisation Request may be given
unless the Facility Agent has received all of the documents and other evidence listed in Part 1 of Schedule 2 (Conditions Precedent)
in form and substance satisfactory to the Majority Lenders and each Original Lender and/or each Affiliate of an Original Lender that
has become a Lender after the date of this Agreement but prior to the date of delivery of that first Utilisation Request (the “Relevant
Lenders”) (or the receipt of such documents and evidence has been waived by the Relevant Lenders). The Facility Agent must
notify the Company promptly upon the Relevant Lenders being so satisfied.


 


	4.2	Further Conditions Precedent



 


Each Lender will only be obliged
to comply with Clause 5.4 (Lenders’ Participation) if on the date of the Utilisation Request and on the proposed Utilisation Date
for the relevant Loan: 


 


		(a)	no
                                            Default is continuing or would result from the proposed Loan; 



 


		(b)	the
                                            Repeating Representations are correct in all material (except where that representation and
                                            warranty is already qualified by materiality under Clause 18 (Representations)) respects;
                                            and 



 


		(c)	no
                                            Material Subsidiary Event of Default is continuing. 



 


	4.3	Further Conditions – TIM Fiber Acquisition



 


The Lenders will only be obliged
to comply with Clause 5.4 (Lenders’ Participation) in respect of a Loan requested to finance the TIM Fiber Acquisition and/or related
Transaction Costs if: 


 


		(a)	on
                                            the date of the Utilisation Request requesting that Loan the Facility Agent has received
                                            all of the documents and other evidence listed in Part 3 of Schedule 2 (Conditions Precedent)
                                            (or the receipt of such documents and evidence has been waived by all Lenders); 



 


		(b)	on
                                            the date of the Utilisation Request and on the proposed Utilisation Date for the relevant
                                            Loan: 



 


		(i)	no
                                            (A) Default is continuing or (B) mandatory prepayment event under Clause 7.4 (Mandatory Prepayment
                                            – Sanctions Etc.) has occurred and either the 15 Business Day period or 20 day notice
                                            period referred to in paragraph (c) of Clause 7.4 (Mandatory Prepayment – Sanctions
                                            Etc.) has not expired in relation to any Lender, or in each case is reasonably likely to
                                            occur as a result of the TIM Fiber Acquisition; and 



 


		(ii)	without
                                            prejudice to Clause 22.4 (Sanctions), the assets the subject of the TIM Fiber Acquisition
                                            are not subject to Sanctions and the assets are not located in, nor does the person the subject
                                            of the TIM Fiber Acquisition carry out any of its business in, a Sanctioned Country at any
                                            such date. 



 






    49


     


    

 


	4.4	Further Conditions – [***]



 


The Lenders will only be obliged
to comply with Clause 5.4 (Lenders’ Participation) in respect of a Loan requested to finance the
[***] and/or related Transaction Costs if: 



 


		(a)	not
                                            less than 20 Business Days prior to the date of any Utilisation Request requesting a loan
                                            for the purposes of funding the [***], the Company has delivered to the Facility Agent: 



 


		(i)	a
                                            notification specifying the identity of the target and/or any assets which are the subject
                                            of the  [***]; and 



 


		(ii)	a draft of an updated Financial Plan in respect of the [***] (assuming completion of the [***],
                                                                                                             for the period until the Termination Date from the target date of completion of the [***]),



 


and
as soon as reasonably practicable and in any event within 10 Business Days of receipt of the documentation and evidence listed in this
paragraph (or such other period agreed between the Company and the relevant Lender), that Lender has irrevocably confirmed in writing
to the Facility Agent and the Company (the “[***] Approval Notice”) that (A) the [***] is an Approved Acquisition
and (B) they are able to comply with a request to finance the [***]. Each Lender may, in its sole discretion, decline to finance the
[***] for any reason including (without limitation) insufficient diligence or financial information being provided to it by the Company
for its requisite credit approvals or failure to satisfy its internal conflict rules and requirements in relation to the target or assets
identified as being the subject of the [***];


 


		(b)	on
                                            the date of the Utilisation Request requesting that Loan the Facility Agent has received
                                            all of the documents and other evidence listed in Part 4 of Schedule 2 (Conditions Precedent)
                                            (or the receipt of such documents and evidence has been waived by all Lenders); 



 


		(c)	on
                                            the date of the Utilisation Request and on the proposed Utilisation Date for the relevant
                                            Loan: 



 


		(i)	no
                                            (A) Default is continuing or (B) mandatory prepayment event under Clause 7.4 (Mandatory Prepayment
                                            – Sanctions Etc.) has occurred and either the 15 Business Day period or 20 day notice
                                            period referred to in paragraph (c) of Clause 7.4 (Mandatory Prepayment – Sanctions
                                            Etc.) has not expired in relation to any Lender, or in each case is reasonably likely to
                                            occur as a result of the
                                            [***]; and 



 


		(ii)	without
                                            prejudice to Clause 22.4 (Sanctions), the assets the subject of the [***] are not subject to Sanctions and the assets are not located in, nor does the person the subject of the
[***] carry out any of its business in, a Sanctioned Country at any such date.



 


	4.5	Further Conditions – [***]



 


The Lenders will only be obliged
to comply with Clause 5.4 (Lenders’ Participation) in respect of a Loan requested to finance the
[***] and/or related Transaction Costs if: 


 


		(a)	on
                                            the date of the Utilisation Request requesting that Loan the Facility Agent has received
                                            all of the documents and other evidence listed in Part 5 of Schedule 2 (Conditions Precedent)
                                            (or the receipt of such documents and evidence has been waived by all Lenders); and 



 






    50


     


    

 


		(b)	on
                                            the date of the Utilisation Request and on the proposed Utilisation Date for the relevant
                                            Loan: 


 


		(i)	no
                                            (A) Default is continuing or (B) mandatory prepayment event under Clause 7.4 (Mandatory Prepayment
                                            – Sanctions Etc.) has occurred and either the 15 Business Day period or 20 day notice
                                            period referred to in paragraph (c) of Clause 7.4 (Mandatory Prepayment – Sanctions
                                            Etc.) has not expired in relation to any Lender, or in each case is reasonably likely to
                                            occur as a result of the
                                            [***]; and 



 


		(ii)	without
                                            prejudice to Clause 22.4 (Sanctions), the assets the subject of the
                                            [***] are not subject to Sanctions and the assets are not located in, nor does the person the subject
                                            of the  [***] carry out any
                                            of its business in, a Sanctioned Country at any such date. 



 


	4.6	Further Conditions – [***]



 


Each Lender will only be obliged
to comply with Clause 5.4 (Lenders’ Participation) in respect of a Loan requested to finance the
[***] and/or related Transaction Costs if: 


 


		(a)	not
                                            less than 20 Business Days prior to the date of any Utilisation Request requesting a loan
                                            for the purposes of funding the
                                            [***], the Company has delivered to the Facility Agent: 



 


		(i)	a
                                            notification specifying the identity of the target and/or any assets which are the subject
                                            of the  [***]; and 



 


		(ii)	a draft of an updated Financial Plan in respect of the [***] (assuming completion of the [***],
                                                                                                             for the period until the Termination Date from the target date of completion the [***]),



 


and
as soon as reasonably practicable and in any event within 10 Business Days of receipt of the documentation and evidence listed in this
paragraph (or such other period agreed between the Company and the relevant Lender), that Lender has irrevocably confirmed in writing
to the Facility Agent and the Company (the “[***] Approval Notice”) that (A) the [***] is an Approved Acquisition
and (B) they are able to comply with a request to finance the [***]. Each Lender may, in its sole discretion, decline to finance the
[***] for any reason including (without limitation) insufficient diligence or financial information being provided to it by the Company
for its requisite credit approvals or failure to satisfy its internal conflict rules and requirements in relation to the target or assets
identified as being the subject of the [***];


 


		(b)	on
                                            the date of the Utilisation Request requesting that Loan the Facility Agent has received
                                            all of the documents and other evidence listed in Part 6 of Schedule 2 (Conditions Precedent)
                                            (or the receipt of such documents and evidence has been waived by all Lenders); and



 


		(c)	on
                                            the date of the Utilisation Request and on the proposed Utilisation Date for the relevant
                                            Loan: 



 


		(i)	no
                                            (A) Default is continuing or (B) mandatory prepayment event under Clause 7.4 (Mandatory Prepayment
                                            – Sanctions Etc.) has occurred and either the 15 Business Day period or 20 day notice
                                            period referred to in paragraph (c) of Clause 7.4 (Mandatory Prepayment – Sanctions
                                            Etc.) has not expired in relation to any Lender, or in each case is reasonably likely to
                                            occur as a result of the
                                            [***]; and 



 


		(ii)	without
                                            prejudice to Clause 22.4 (Sanctions), the assets the subject of the
                                            [***] are not subject to Sanctions and the assets are not located in, nor does the person the subject
                                            of the  [***] carry out any
                                            of its business in, a Sanctioned Country at any such date. 


 






    51


     


    

 


	4.7	Declining Lenders



 


	(a)	Notwithstanding any
                                            other term of this Agreement, a Lender which declines to fund the
                                            [***] as a result of the application of paragraph (a) of Clause 4.6 (Further conditions –
                                             [***]) will not be obliged to
                                            comply with Clause 5.4 (Lenders’ Participation) in respect of any Loan that is requested
                                            in whole or part to fund the
                                            [***] (or any related Transaction Costs). 



 


	(b)	Notwithstanding any
                                            other term of this Agreement, a Lender which declines to fund the
                                            [***] as a result of the application of paragraph (a) of Clause 4.4 (Further Conditions –
                                             [***]) will not be obliged to
                                            comply with Clause 5.4 (Lenders’ Participation) in respect of any Loan that is requested
                                            in whole or part to fund the
                                            [***] (or any related Transaction Costs). 



 


	(c)	If, at any time after
                                            the date of this Agreement, a Lender declines to fund the
                                            [***] as a result of the application of paragraph (a) of Clause 4.6 (Further conditions –
                                             [***]) or the
                                            [***] as a result of the application of paragraph (a) of Clause 4.4 (Further conditions –
                                             [***]) (as applicable), the Parties
                                            agree to negotiate in good faith to agree such amendments to this Agreement as may be necessary
                                            to permit the Lenders who have not declined the relevant acquisition to fund it including
                                            (without limitation) by adding tranches to the Facility to permit the
                                            [***] or the  [***] (as applicable)
                                            to be funded by those remaining Lenders. 



 


	(a)	For the avoidance
                                            of doubt, each Lender consents to the Facility Agent (without prior notification to any Lender)
                                            disclosing to the Company upon request the identities of any Lender which declines to fund
                                            the [***] as a result of the
                                            application of paragraph (a) of Clause 4.6 (Further conditions –
                                            [***]) or the [***] as a result of the
                                            application of paragraph (a) of Clause 4.4 (Further conditions –
                                            [***]) (as applicable).



 


	4.8	Maximum Number of Utilisations



 


No Utilisation Request may be given
if, as a result of the proposed Utilisation more than three Loans would be outstanding. 


 


	5.	UTILISATION



 


	5.1	Delivery of a Utilisation Request



 


The Company may borrow a Loan
by delivery to the Facility Agent of a duly completed Utilisation Request not later than the Specified Time. 


 


	5.2	Completion of a Utilisation Request



 


	(a)	A Utilisation Request
                                            for a Loan is irrevocable and will not be regarded as having been duly completed unless:
                                            



 


		(i)	the proposed Utilisation Date is a Business Day within the Availability
Period;



 


		(ii)	the
                                            currency and amount of the Loan comply with Clause 5.3 (Currency and Amount); and 



 


		(iii)	the
                                            proposed Interest Period of the Loan complies with Clause 9 (Interest Periods). 



 


	(b)	Only
                                            one Loan may be requested in each Utilisation Request. 



 


	5.3	Currency and Amount



 


	(a)	The
                                            currency specified in a Utilisation Request must be USD. 



 







    52


     


    

 


	(b)	The
                                            amount of the proposed Loan must be: 



 


		(i)	a
                                            minimum of USD10,000,000 and an integral multiple of USD5,000,000 or, if less, the Available
                                            Facility; or 



 


		(ii)	such
                                            other amount as the Facility Agent may agree, 



 


and, in any event, such that it is
less than or equal to the Available Facility.


 


	5.4	Lenders’ Participation



 


	(a)	If
                                            the conditions set out in this Agreement have been met, each Lender must make its participation
                                            in a requested Loan available by the Utilisation Date through its Facility Office to the
                                            Facility Agent.



 


	(b)	The
                                            amount of each Lender’s participation in a Loan will be its Pro Rata Share immediately
                                            before making the Loan. 



 


	(c)	No
                                            Lender is obliged to participate in a Loan if, as a result: 



 


		(i)	its
                                            participation in the Loans would exceed its Commitment; or 



 


		(ii)	the
                                            Loans would exceed the Total Commitments. 



 


	(d)	The
                                            Facility Agent must notify each Lender of the details of each Loan and the amount of its
                                            participation in that Loan and, if different, the amount of that participation to be made
                                            available in accordance with Clause 32.1 (Payments to the Facility Agent) by the Specified
                                            Time. 



 


	6.	REPAYMENT



 


	6.1	Repayment of Loans



 


Subject to Clause 6.2 (Extension
of Termination Date), the Company shall repay the aggregate outstanding amount of the Loans in full on the Termination Date. 


 


	6.2	Extension of Termination Date



 


	(a)	Subject to paragraph (b) below,
                                            the Company (in its sole discretion) may, not more than four months and not less than two
                                            months before the Original Termination Date, deliver to the Facility Agent a written notice
                                            (the “Extension Request”) requesting that the Termination Date be extended
                                            to the date falling six months after the Original Termination Date (the “Extended
                                            Termination Date”) and if such date is not a Business Day, the Extended Termination
                                            Date shall be the immediately preceding Business Day.



 


	(b)	The
                                            Extension Request shall not be effective if delivered at any time when a Default is continuing.
                                            The Extension Request, once issued to the Facility Agent, is irrevocable. 



 





	(c)	The Facility Agent shall promptly
                                            notify each Lender upon receipt of an Extension Request, and each Lender shall promptly (and
                                            in any event prior to the date which is 20 Business Days prior to the Original Termination
                                            Date) confirm to the Facility Agent whether (in its sole discretion) it agrees to extend
                                            the Termination Date to the Extended Termination Date in relation to its Commitment (each
                                            a “Lender Decision”). A Lender will be deemed to have rejected the Extension
                                            Request in relation to its Commitment (which shall be deemed to be its Lender Decision) unless
                                            consent is expressly given by that Lender in writing to the Facility Agent prior to the date
                                            which is 20 Business Days prior to the Original Termination Date.


 






    53


     


    

 


	(d)	Subject to (except to the
                                            extent any Lender which has consented to the Extension Request (a “Consenting Lender”)
                                            waives any or all such requirements, (in which case such requirement shall not be a condition
                                            to the Commitment of that Consenting Lender being extended to the Extended Termination Date)):



 


		(i)	receipt
                                            of or deemed receipt of the final Lender Decision; 



 


		(ii)	no
                                            Default continuing on: 



 


		(A)	the
                                            Original Termination Date and the Company delivering a certificate to the Facility Agent
                                            signed by a director or senior officer of the Company confirming that no Default is continuing
                                            on the Original Termination Date; and 



 


		(B)	the
                                            date of the Extension Request and the Company delivering a certificate to the Facility Agent
                                            signed by a director or senior officer of the Company or confirming in the Extension Request
                                            that no Default is continuing on the date of the Extension Request; 



 


		(iii)	payment
                                            by the Company of the Extension Fee (as defined in paragraph (e) below) in full on or prior
                                            to the Original Termination Date; and 



 


		(iv)	each
                                            Nigeria Obligor (as that term is defined in Schedule 17 (Additional Covenants)) and, for
                                            the avoidance of doubt, at all times including each Original Guarantor under (and as defined
                                            in) the Existing RCF Agreement) having, on or prior to the Original Termination Date, become
                                            a Guarantor pursuant to Clause 27.2 (Guarantors), 



 


the Commitment of each Consenting
Lender shall (without the requirement of any further action or consent from any Finance Party), be extended to the Extended Termination
Date.


 


	(e)	The Company shall pay to the
                                            Facility Agent (for the account of each Consenting Lender) an extension fee in an amount
                                            equal to 0.50% of the amount of the Commitment of that Consenting Lender that is being extended
                                            to the Extended Termination Date (the “Extension Fee”).



 


	(f)	The
                                            Company shall supply to the Facility Agent on or prior to delivery of an Extension Request,
                                            a certificate signed by a director or senior officer of the Company substantially in the
                                            form set out in Schedule 11 (Form of Company Bridge Facility Certificate) confirming the
                                            identities of the borrower(s) and guarantor(s), the quantum and the original maturity date
                                            in respect of each Company Bridge Facility which matures prior to the Extended Termination
                                            Date. 



 


	7.	PREPAYMENT AND CANCELLATION



 


	7.1	Mandatory Prepayment – Illegality



 


	(a)	If,
                                            in any applicable jurisdiction, it becomes unlawful for a Lender or any of its Affiliates
                                            for that Lender to perform any of its obligations as contemplated by any Finance Document
                                            or to fund, issue or maintain its participation in any Loan, that Lender must notify the
                                            Facility Agent promptly on becoming aware of that event. 



 


	(b)	After
                                            a Lender notifies the Facility Agent under paragraph (a) above: 



 


		(i)	with
                                            immediate effect, that Lender will not be obliged to fund any Loan; 



 


		(ii)	the
                                            Facility Agent must notify the Company promptly; and 



 







    54


     


    

 


		(iii)	unless
                                            that Lender’s participation and Commitment have been transferred pursuant to paragraph
                                            (d) of Clause 7.9 (Right of Replacement or Repayment and Cancellation in Relation to a Single
                                            Lender), on the date specified in paragraph (c) below: 



 


		(A)	the
                                            Company must repay or prepay that Lender’s participation in each Loan; and 



 


		(B)	that
                                            Lender’s Commitment will be cancelled. 



 


	(c)	The
                                            date for: 



 


		(i)	repayment
                                            or prepayment of a Lender’s participation in a Loan and cancellation of its corresponding
                                            Commitment will be: 



 


		(A)	the
                                            last day of the Interest Period of that Loan; or 



 


		(B)	if
                                            earlier, the date specified in that Lender’s notice to the Facility Agent under paragraph
                                            (a) above (which must be no earlier than the last day of any applicable grace period permitted
                                            by law); and 



 


		(ii)	cancellation
                                            of that Lender’s other Commitment will be the date specified in the Lender’s
                                            notice to the Facility Agent under paragraph (a) above (which must be no earlier than the
                                            last day of any applicable grace period permitted by law), 



 


provided that such a date must fall
within 20 days after the Facility Agent has notified the Company under paragraph (b)(ii) above.


 


	7.2	Mandatory Prepayment – Change of Control



 


	(a)	For
                                            the purposes of this Clause 7.2: 



 


a “Change
of Control” occurs if any person or group of persons acting in concert (other than any Permitted Transferee) gains direct or
indirect control over the Company, provided that a Change of Control will not occur:


 


		(i)	solely
                                            as a result of all of the issued share capital of the Company (excluding any part of that
                                            issued share capital that carries no right to participate beyond a specified amount in a
                                            distribution of either profits or capital) being transferred to a newly-incorporated holding
                                            company (“TopCo”) if:



 


		(A)	as a result of such transfer no person or persons acting in concert other than
                                                                                                            TopCo acquires direct or indirect control (as defined below) of the Company; 



 


		(B)	TopCo is not a Restricted Party; 



 


		(C)	prior to such transfer each Lender has received such documentation and evidence
                                                                                                               in respect of TopCo as necessary to pass all know your customer and similar checks; and 



 






    55


     


    

 


		(D)	at
                                            all times no person or persons acting in concert (other than any Permitted Transferee) shall
                                            acquire: 



 


		(1)	the
                                            power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to: 



 


		(I)	cast,
                                            or control the casting of, more than 50% of the maximum number of votes that might be cast
                                            at a general meeting of TopCo; 



 


		(II)	appoint
                                            or remove all, or the majority, of the directors or other equivalent officers of TopCo; or
                                            



 


		(III)	give directions with respect to the operating and financial policies of TopCo
                                                                                                             with which the directors or other equivalent officers of TopCo are obliged to comply; or 



 


		(2)	legally
                                            or beneficially more than 50% of the issued share capital of TopCo (excluding any part of
                                            that issued share capital that carries no right to participate beyond a specified amount
                                            in a distribution of either profits or capital); 



 


	(ii)	for
                                            the avoidance of doubt, as a result of the admission of any part of the share capital of
                                            the Company (or TopCo) to trading on any recognised stock or investment exchange or any other
                                            sale or issue of share capital of the Company (or TopCo) by way of flotation or public offering
                                            provided that, at all times, all of the conditions set out in paragraph (i) above
                                            are complied with; or 




 


	(iii)	as
                                            a result of any re-domiciliation of TopCo for internal structuring purposes provided that,
                                            at all times, all of the conditions set out in paragraph (i) above are complied with. 



 


“acting
in concert” means acting together pursuant to an agreement or understanding (whether formal or informal);


 


“control”
means:


 


	(i)	the
                                            power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:



 


		(A)	cast,
                                            or control the casting of, more than 50% of the maximum number of votes that might be cast
                                            at a general meeting of the Company; 



 


		(B)	appoint
                                            or remove all, or the majority, of the directors or other equivalent officers of the Company;
                                            or 



 


		(C)	give
                                            directions with respect to the operating and financial policies of the Company with which
                                            the directors or other equivalent officers of the Company are obliged to comply; or 



 


	(ii)	acquiring
                                            or holding beneficially more than 50% of the issued share capital of the Company (excluding
                                            any part of that issued share capital that carries no right to participate beyond a specified
                                            amount in a distribution of either profits or capital); and 



 






    56


     


    

 


“Permitted
Transferee” means:


 


	 	(i)	any
                                            of African Tower Investment Limited, Africa Telecom Towers S.C.S., AIIF2 Towers Mauritius,
                                            ECP IHS (Mauritius) Limited, ECP IV-IHS Limited, ELQ Investors VIII Ltd, Emerging Capital Advisors
LP, Emerging Capital Associates III LLC, IFC Global Infrastructure Fund, LP, International Finance Corporation, Korea Investment Corporation,
Mobile Telephone Networks (Netherlands) B.V., Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V., Ninety One Africa
Frontier Private Equity Associate Fund, L.P., Ninety One Africa Frontier Private Equity Fund L.P., Ninety One Africa Private Equity Fund
2 LP, Ninety One Fund Managers SA (RF) Limited in respect of the portfolio Investec Africa Fund, Oranje-Nassau Developpement S.A, SICAR,
Towers One Limited, Towers Two Limited, Towers Three Limited, UBC Services Inc. and Warrington Investment PTE Ltd; and



 


		(ii)	any
                                            wholly-owned Subsidiary of any of the persons or entities listed in paragraph (i) above,
                                            



 


and in each case, which is not a Restricted
Party.


 


	(b)	The
                                            Company must notify the Facility Agent promptly on becoming aware of any Change of Control.
                                            The Facility Agent must then promptly notify the Lenders of that event occurring. 



 


	(c)	After
                                            the occurrence of a Change of Control, no Lender will be obliged to fund a Loan and if a
                                            Lender so requires and notifies the Facility Agent within 20 Business Days of the Company
                                            notifying the Facility Agent of the Change of Control, the Facility Agent must, by not less
                                            than 30 days’ notice to the Company: 



 


		(i)	cancel
                                            the Commitment of that Lender; and 



 


		(ii)	declare
                                            the participation of that Lender in all outstanding Loans, together with accrued interest
                                            and all other amounts accrued or outstanding to that Lender under the Finance Documents,
                                            to be immediately due and payable. 



 


Any such notice will take effect in
accordance with its terms.


 


	7.3	Mandatory Prepayment – Material Subsidiary
                                            Event of Default



 


	(a)	The
                                            Company must notify the Facility Agent promptly upon becoming aware of a Material Subsidiary
                                            Event of Default. The Facility Agent must notify the Lenders of the occurrence of a Material
                                            Subsidiary Event of Default promptly upon becoming aware of it (whether by way of a notification
                                            from the Company or otherwise).




 


	(b)	While
                                            a Material Subsidiary Event of Default is continuing, if a Lender so requires and notifies
                                            the Facility Agent no later than 15 Business Days of the Company notifying the Facility Agent
                                            of such Material Subsidiary Event of Default: 



 


		(i)	that
                                            Lender will not be obliged to fund a Loan; 



 


		(ii)	the
                                            Company must repay or prepay that Lender’s participation in each Loan on the date specified
                                            in paragraph (c) below; and 



 


		(iii)	that
                                            Lender’s Commitment will be immediately cancelled. 



 


Any such notice will take effect in
accordance with its terms.


 


	(c)	The
                                            date for repayment or prepayment of a Lender’s participation in a Loan will be the
                                            date falling three Business Days after the date of the notification to the Company under
                                            paragraph (b) above. 



 





	(d)	For the purpose of paragraph
                                            (b) above, a Material Subsidiary Event of Default is continuing until the later of
                                            the date on which (i) the Material Subsidiary Event of Default is no longer continuing in
                                            accordance with this Agreement or the relevant document evidencing the relevant Financial
                                            Indebtedness, as the case may be, and (ii) the Company notifies the Facility Agent in writing
                                            that such Material Subsidiary Event of Default is not continuing in accordance with this
                                            Agreement or the relevant document evidencing the relevant Financial Indebtedness.


 






    57


     


    

 


	7.4	Mandatory Prepayment – Sanctions Etc.



 


If any representation, warranty
or statement made by an Obligor under or in connection with Clause 18.20 (Sanctions) or 18.21 (Anti-Bribery and Corruption Laws) is or
proves to have been incorrect or misleading in any respect, or an Obligor breaches any of its obligations under Clause 22.4 (Sanctions)
or Clause 22.5 (Anti-Bribery and Corruption and Anti-Money Laundering): 


 


		(a)	the
                                            Company must notify the Facility Agent promptly upon becoming aware of that event; 



 


		(b)	a
                                            Lender shall not be obliged to fund a Loan; and 



 


		(c)	if
                                            a Lender so requires and notifies the Facility Agent no later than 15 Business Days of the
                                            Company notifying the Facility Agent of that event, the Facility Agent must, by not less
                                            than 20 days’ notice to the Company (or, if earlier, the last day of any applicable
                                            grace period required by law): 



 


		(i)	declare
                                            the participation of that Lender in all outstanding Loans, together with accrued interest
                                            and all other amounts accrued or outstanding to that Lender under the Finance Documents,
                                            to be immediately due and payable; and/or 



 


		(ii)	immediately cancel that Lender’s Commitment.



 


Any such notice will take effect
in accordance with its terms.


 


	7.5	Mandatory Prepayment and Cancellation –
                                            Disposals, Acquisition Claims and Takeout Financing and Equity Issuance Proceeds



 


	(a)	For
                                            the purposes of this Clause 7.5: 



 


“Acquisition
Claim Proceeds” means, in respect of any Approved Acquisition that was funded (directly or indirectly) or refinanced using
the proceeds of a Loan, the cash proceeds of a claim against the vendor (howsoever described) or any other party (other than a member
of the Group) in relation to any acquisition document or similar document entered into by a member of the Group in connection with such
Approved Acquisition except for any Excluded Acquisition Claim Proceeds, and after deducting:


 


		(i)	any
                                            fees, costs and expenses in relation to that claim which are incurred by any member of the
                                            Group; 



 


		(ii)	any
                                            Tax incurred and required to be paid or reasonably reserved by a member of the Group in connection
                                            with that claim; 



 


		(iii)	the
                                            amount of such proceeds (if any) that is required to be applied in repayment or prepayment
                                            of any Financial Indebtedness (other than Financial Indebtedness owing to a member of the
                                            Group) which was obtained on arm's length terms prior to the relevant claim being legally
                                            established; 



 





	 	(iv)	amounts
                                            retained to cover anticipated liabilities of the Group reasonably expected to arise in connection
                                            with that claim; and 



 


	 	(v)	the
                                            amount of such proceeds (if any) that is contractually required to be paid to third parties
                                            (including, without limitation, to other shareholders (that are not members of the Group)
                                            of any entity the subject of such Approved Acquisition and/or in connection with any vendor
                                            loans relating to that Approved Acquisition). 



 







    58


     


    

 


“Disposal
Proceeds” means the cash consideration received by a member of the Group (including any amount received in repayment of intercompany
debt) for any disposal (other than a disposal permitted pursuant to paragraphs (a) to (t) (inclusive) or (v) of the definition of "Permitted
Disposal") made by any member of the Group, and after deducting:


 


	 	(i)	any
                                            fees, costs and expenses which are incurred by any member of the Group with respect to that
                                            disposal; 



 


	 	(ii)	any
                                            Tax incurred and required to be paid or reasonably reserved for by any member of the Group
                                            in connection with that disposal; 



 


	 	(iii)	the
                                            amount of such proceeds (if any) that is required to be applied in repayment or prepayment
                                            of any Financial Indebtedness(other than Financial Indebtedness owing to a member of the
                                            Group) which was obtained on arm's length terms prior to the earlier of (X) a member of the
                                            Group formally commencing an auction, sale or similar process in respect of such disposal
                                            and (Y) a member of the Group legally committing to consummate such disposal; and 



 


	 	(iv)	the
                                            amount of such proceeds (if any) that is contractually required to be paid to third parties
                                            (including, without limitation, to other shareholders (that are not members of the Group)
                                            of the entities that are the subject of such disposal) under contractual arrangements entered
                                            into on arm's length terms prior to the earlier of (X) a member of the Group formally commencing
                                            an auction, sale or similar process in respect of such disposal and (Y) a member of the Group
                                            legally committing to consummate such disposal; and 



 


	 	(v)	up
                                            to the amounts so retained, amounts retained to cover anticipated liabilities reasonably
                                            expected to arise in connection with that disposal. 



 


“Excluded
Acquisition Claim Proceeds” means any Acquisition Claim Proceeds:


 


	 	(i)	not
                                            exceeding USD50,000,000 (or its equivalent in other currencies) in aggregate at any time;
                                            or 



 


	 	(ii)	required
                                            to be paid to a third party under applicable law. 



 


“Restricted
Net Proceeds” means any Takeout Financing/Equity Issuance Proceeds constituting Takeout Financing/Equity Issuance Proceeds
solely as a result of the application of:


 


	 	(i)	paragraph
                                            (b) of the definition of “Equity Issuance”; 



 


	 	(ii)	in
                                            respect of the proceeds of a refinancing of the Senior Notes only, paragraph (d)(ii) of the
                                            definition of “Takeout Financing”; or 



 


	 	(iii)	paragraph
                                            (g) of the definition of “Takeout Financing”, 



 


in each case provided that such Restricted
Net Proceeds were received on or prior to 31 December 2021.


 


“Takeout
Financing/Equity Issuance Proceeds” means the cash proceeds from a Takeout Financing or an Equity Issuance, and after deducting:


 


		(i)	any
                                            operating costs and Finance Costs of the Company; 



 


		(ii)	any
                                            fees, costs and expenses which are incurred by any member of the Group with respect to that
                                            Takeout Financing or Equity Issuance; 



 







    59


     


    

 





		(iii)	any
                                            Tax incurred and required to be paid or reasonably reserved for by any member of the Group
                                            in connection with that Takeout Financing or Equity Issuance; and 



 


		(iv)	up
                                            to the amounts so retained, amounts retained to cover anticipated liabilities reasonably
                                            expected to arise in connection with that Takeout Financing or Equity Issuance. 



 


	(b)	Subject to paragraphs (c)
                                            and (d) below, if any member of the Group receives any Acquisition Claim Proceeds, Disposal
                                            Proceeds or Takeout Financing/Equity Issuance Proceeds (any such amount, the “Net
                                            Proceeds”) then, in each case, the Company shall promptly notify the Facility Agent
                                            and the Company shall ensure that:



 


		(i)	if
                                            there are outstanding Loans at such time, the Company prepays any outstanding Loans on the
                                            last day of the current Interest Period applicable to each such Loan (or, if at the time
                                            of receipt there are less than five Business Days remaining in an Interest Period relating
                                            to such Loan, within five Business Days of receipt), together with accrued interest, Break
                                            Costs, and all other amounts accrued under the Finance Documents (the aggregate amount of
                                            the outstanding Loans and all such other accrued amounts, the “Outstanding Debt
                                            Amount”) in an amount equal to the USD equivalent (calculated at the date of receipt
                                            of the relevant Net Proceeds) of those Net Proceeds (or the Outstanding Debt Amount, if lower);



 


		(ii)	except
                                            in respect of any Restricted Net Proceeds (where only the Outstanding Debt Amount needs to
                                            be prepaid by the Company), if there are outstanding Loans at such time but the Outstanding
                                            Debt Amount is less than the amount of the Net Proceeds, then (in addition to making a prepayment
                                            in accordance with sub-paragraph (i) above) the Available Commitments at such time (if any)
                                            are cancelled in an amount equal to the difference between the Net Proceeds and the Outstanding
                                            Debt Amount; and 



 


		(iii)	except
                                            in respect of any Restricted Net Proceeds, if there are no outstanding Loans at such time
                                            (or the application of paragraph (d) below prevents those Net Proceeds from being applied
                                            in accordance with sub-paragraphs (i) and (ii) above), the Available Commitments at such
                                            time (if any) are cancelled in an amount equal to the USD equivalent (calculated at the date
                                            of receipt of the relevant Net Proceeds) of those Net Proceeds. 



 


	(c)	The
                                            Company shall use all reasonable endeavours and take all reasonable steps to ensure that
                                            any transaction giving rise to a prepayment obligation is structured in such a way that it
                                            will not be unlawful for members of the Group to move all or part of the relevant proceeds
                                            received between themselves (to the extent such action would be necessary to comply with
                                            such prepayment obligation to enable a mandatory prepayment to be lawfully made and the proceeds
                                            lawfully applied as provided under this Clause 7.5) and/or to minimise the costs and Taxes
                                            of making such mandatory prepayment. 



 





	(d)	If,
                                            however, after each relevant member of the Group has used all such reasonable endeavours
                                            and taken all such reasonable steps: 



 


		(i)	it
                                            will still be unlawful for such a prepayment to be made and the proceeds so applied; and/or
                                            



 


		(ii)	it
                                            will still be unlawful to make all or part of such funds available to a member of the Group
                                            required to make such a prepayment (or to a member of the Group required to facilitate the
                                            prepayment); and/or 



 







    60


     


    

 


		(iii)	it
                                            will still result in any member of the Group making funds available to, or receiving funds
                                            from, another member of the Group to enable such a prepayment to be made incurring costs
                                            or expenses (including any material Tax liabilities) which will exceed 3 per cent. of the
                                            amount of such prepayment or it gives rise to a risk of liability for the entity concerned
                                            or its directors or officers; and/or 



 


		(iv)	it
                                            will give rise to a risk of liability for a member of the Group and/or its officers or directors
                                            (or gives rise to a risk of breach of fiduciary or statutory duties by any director or officer
                                            or a risk of personal liability), 



 


then (to the extent prevented by
the circumstances referred to in this paragraph (d)) such prepayment shall not be required to be made, provided that if the restriction
preventing such payment or giving rise to such liability is subsequently removed, an amount equal to any relevant proceeds will be applied
in prepayment in accordance with this Clause 7.5 (Mandatory Prepayment and Cancellation – Disposals, Acquisition Claims and Takeout
Financing and Equity Issuance Proceeds) at the end of the relevant Interest Period(s) to the extent that such payment has not otherwise
been made.


 


	7.6	Voluntary Cancellation



 


	(a)	The
                                            Company may, if it gives the Facility Agent not less than three Business Days’ (or
                                            such shorter period as the Majority Lenders may agree) notice, cancel the whole or any part
                                            of the Available Facility. 



 


	(b)	Partial
                                            cancellation of the Available Facility under this Clause 7.6 must be in a minimum amount
                                            of USD10,000,000. 



 


	(c)	Any
                                            cancellation in part under this Clause 7.6 will reduce the Commitment of each Lender pro
                                            rata. 



 


	7.7	Voluntary Prepayment



 


	(a)	The
                                            Company may, if it gives the Facility Agent not less than three Business Days’ (or,
                                            in relation to any Compounded Rate Loan, five RFR Banking Days, or in any case any such shorter
                                            period as the Majority Lenders may agree) prior notice, prepay the whole or any part of a
                                            Loan at any time. 



 


	(b)	A
                                            prepayment of part of a Loan under this Clause 7.7 must be in a minimum amount of USD5,000,000.
                                            



 


	(c)	Where
                                            the Company has made three prepayments of Compounded Rate Loans under this Clause 7.7 in
                                            any twelve month period, the Company shall pay to the Facility Agent (for its own account)
                                            a prepayment fee of USD3,000 for any additional prepayment made by it under this Clause 7.7
                                            during that twelve month period, on the date of any such subsequent prepayment. 



 


	7.8	Automatic Cancellation



 


	(a)	Subject
                                            to paragraph (b) below, the unutilised Commitment of each Lender will be automatically cancelled
                                            at close of business on the last day of the Availability Period. 



 





	(b)	If
                                            a Material Subsidiary Event of Default is continuing for a continuous period of more than
                                            180 days following notification to the Facility Agent of such Material Subsidiary Event of
                                            Default under Clause 7.3 (Mandatory Prepayment – Material Subsidiary Event of Default)
                                            above, the Total Commitments will be automatically cancelled in full. 


 






    61


     


    

 


	7.9	Right of Replacement or Repayment and Cancellation
                                            in Relation to a Single Lender



 


	(a)	If:
                                            



 


		(i)	any
                                            sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of
                                            Clause 12.2 (Tax Gross-Up); 



 


		(ii)	any
                                            Lender claims any amount from the Company under Clause 12.3 (Tax Indemnity) or Clause 13
                                            (Increased Costs); 



 


		(iii)	any
                                            Lender invokes a Market Disruption under Clause 10.3 (Market Disruption); or 



 


		(iv)	any
                                            Lender becomes a Non-Consenting Lender, 



 


the Company may, while the circumstances
giving rise to the requirement for that increase or payment of that amount continue (or while the Lender remains a Non-Consenting Lender),
give notice to the Facility Agent of its intention to cancel the Commitment of that Lender and repay or prepay that Lender’s participation
in all outstanding Loans, or of its intention to replace that Lender in accordance with paragraph (d) below.


 


	(b)	On
                                            receipt of a notice of prepayment and cancellation under paragraph (a) above in relation
                                            to a Lender: 



 


		(i)	the
                                            Commitment of that Lender will immediately be reduced to zero; and 



 


		(ii)	the
                                            Company must repay or prepay that Lender’s participation in each Loan on the date specified
                                            in paragraph (c) below. 



 


	(c)	The
                                            date for repayment or prepayment of a Lender’s participation in a Loan will be: 



 


		(i)	the
                                            last day of the Interest Period for that Loan which is current on the date of the notice
                                            under paragraph (a) above; or 



 


		(ii)	if
                                            earlier, the date specified in the Company’s notice to the Facility Agent under paragraph
                                            (a) above. 



 


	(d)	If:
                                            



 


		(i)	any
                                            of the circumstances set out in paragraph (a) above apply to a Lender; or 



 


		(ii)	the
                                            Company becomes obliged to pay an amount in accordance with Clause 7.1 (Mandatory Prepayment
                                            – Illegality) to a Lender, 



 


the
Company may, on not less than five Business Days’ notice to the Facility Agent and that Lender, replace that Lender by requiring
that Lender to (and, to the extent permitted by law, that Lender must) transfer pursuant to Clause 25 (Changes to the Lenders) all (and
not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other
entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other
financial assets (a “Replacement Lender”) selected by the Company, which confirms its willingness to assume and does
assume all the obligations of the transferring Lender in accordance with this Agreement for a purchase price in cash payable at the time
of the transfer in an amount equal to the outstanding principal amount of such Lender’s participation in the outstanding Loans
and all accrued interest (to the extent that the Facility Agent has not given a notification under Clause 25.9 (Pro Rata Interest Settlement)),
Break Costs and other amounts payable in relation to it under the Finance Documents.


 






    62


     


    

 


	(e)	The
                                            replacement of a Lender pursuant to paragraph (d) above will be subject to the following
                                            conditions: 



 


		(i)	in
                                            the event of a replacement of a Non-Consenting Lender, such replacement or prepayment must
                                            occur during a period of 60 days commencing on the date on which the relevant consent is
                                            requested; 



 


		(ii)	the
                                            Company will have no right to replace the Facility Agent; 



 


		(iii)	neither
                                            the Facility Agent nor any Lender will have any obligation to find a Replacement Lender;
                                            



 


		(iv)	the
                                            Lender to be replaced will not be required to pay or surrender to such Replacement Lender
                                            any of the fees received by that Lender pursuant to the Finance Documents; and 



 


		(v)	the
                                            Lender to be replaced will only be obliged to transfer its rights and obligations in accordance
                                            with paragraph (d) above once it is satisfied that it has complied with any “know your
                                            customer” checks or other similar checks required under any applicable law or regulation
                                            in relation to that transfer. 



 


	(f)	A
                                            Lender to be replaced must perform the checks described in paragraph (v) above as soon as
                                            reasonably practicable after delivery of a notice under paragraph (d) above and must notify
                                            the Facility Agent and the Company promptly when it is satisfied that it has complied with
                                            those checks. 



 


	7.10	Right of Cancellation in Relation to a Defaulting
                                            Lender



 


	(a)	If
                                            any Lender becomes a Defaulting Lender, the Company may, at any time whilst the Lender continues
                                            to be a Defaulting Lender, give the Facility Agent five Business Days’ notice of cancellation
                                            of each Available Commitment of that Lender. 



 


	(b)	On
                                            the notice referred to in paragraph (a) above becoming effective, each Available Commitment
                                            of the Defaulting Lender shall immediately be reduced to zero. 



 


	(c)	The
                                            Facility Agent shall as soon as practicable after receipt of a notice referred to in paragraph
(a) above, notify all the Lenders.                                            



 


	7.11	Prepayment of Loans



 


No Loan (or participation in a
Loan) that is prepaid may be re-borrowed except (in the case of Clause 7.3 (Mandatory Prepayment – Material Subsidiary Event of
Default) or Clause 7.4 (Mandatory Prepayment – Sanctions Etc.)) in accordance with the terms of Clause 7.13 (Reinstatement of Commitment).



 


	7.12	Miscellaneous



 


	(a)	Any
                                            notice of cancellation or prepayment under this Clause: 



 


		(i)	is
                                            irrevocable; and 



 





		(ii)	unless
                                            a contrary indication appears in this Agreement, must specify: 



 


		(A)	the
                                            date on which the relevant cancellation or prepayment is to be made; and 



 


		(B)	the
                                            amount of that cancellation or prepayment. 



 


	(b)	Any
                                            prepayment under this Agreement must be made together with accrued interest on the amount
                                            prepaid and, subject to any Break Costs and paragraph (c) of Clause 7.7 (Voluntary Prepayment),
                                            without premium or penalty. 



 







    63


     


    

 


	(c)	No
                                            prepayment or cancellation is allowed except at the times and in the manner expressly provided
                                            for in this Agreement. 



 


	(d)	Subject
                                            to Clause 2.2 (Increase) and Clause 7.13 (Reinstatement of Commitment), no amount of the
                                            Commitments cancelled under this Agreement may be subsequently reinstated. 



 


	(e)	If
                                            the Facility Agent receives a notice under this Clause, it must promptly forward a copy of
                                            that notice to either the Company or the affected Lender(s), as appropriate. 



 


	(f)	If
                                            all or part of a Lender’s participation in a Loan is repaid or prepaid and is not available
                                            for re-borrowing, an equivalent amount of that Lender’s Commitment will be deemed to
                                            be cancelled on the date of repayment or prepayment (and for these purposes this includes
                                            any amount which may be reinstated under Clause 7.13 (Reinstatement of Commitment)). 



 


	7.13	Reinstatement
                                            of Commitment 



 


	(a)	If,
                                            before the last day of the Availability Period, all or any part of a Lender’s Commitment
                                            has been cancelled pursuant to paragraph (b) of Clause 7.3 (Mandatory Prepayment –
                                            Material Subsidiary Event of Default) or paragraph (c) of Clause 7.4 (Mandatory Prepayment
                                            – Sanctions Etc.), the Company may, by notice to the Facility Agent, request that Lender
                                            to reinstate its Commitment, and the cancelled Commitment of that Lender shall be so reinstated
                                            if that Lender confirms its willingness to reinstate its cancelled Commitment in writing
                                            to the Company and the Facility Agent. 



 


	(b)	The
                                            reinstatement of a Lender’s Commitment under paragraph (a) above shall take effect
                                            on the date the Facility Agent receives (or is deemed to have received, pursuant to Clause
                                            34.3 (Delivery)) that Lender’s written confirmation of its willingness to reinstate
                                            its cancelled Commitment. 



 


	7.14	Application
                                            of Prepayments 



 


	(a)	Any
                                            prepayment of a Loan pursuant to Clause 7.7 (Voluntary Prepayment) will be applied pro rata
                                            to each Lender’s participation in that Loan. 



 


	(b)	Any
                                            prepayment pursuant to this Clause 7 (other than pursuant to Clause 7.7 (Voluntary Prepayment))
                                            will be applied pro rata to each Lender's participation in the Loans then outstanding. 



 



8A.         Rate
Switch


 


8A.1      Switch
to Compounded Reference Rate


 


Subject
to Clause 8A.2 (Delayed switch for existing Term Rate Loans), on and from the Rate Switch Date for dollars:


 


		(a)	use
                                            of the Compounded Reference Rate will replace the use of LIBOR for the calculation of interest
                                            for Loans in dollars; and 



 


		(b)	any
                                            Loan or Unpaid Sum in dollars shall be a “Compounded Rate Loan” and Clause 8.2
                                            (Calculation of Interest – Compounded Rate Loans) shall apply to each such Loan or
                                            Unpaid Sum. 



 






    64


     


    

 


8A.2      Delayed
switch for existing Term Rate Loans


 


If
the Rate Switch Date for dollars falls before the last day of an Interest Period for a Term Rate Loan in dollars:


 


		(a)	that
                                            Loan shall continue to be a Term Rate Loan for that Interest Period and Clause 8.1 (Calculation
                                            of Interest – Term Rate Loans) shall continue to apply to that Loan for that Interest
                                            Period; 



 


		(b)	any
                                            provision of this Agreement which is expressed to relate to a Compounded Rate Loan shall
                                            not apply in relation to that Loan for that Interest Period; and 



 


		(c)	on
                                            and from the first day of the next Interest Period (if any) for that Loan: 



 


		(i)	that
                                            Loan shall be a “Compounded Rate Loan”; and 



 


		(ii)	Clause
                                            8.2 (Calculation of Interest – Compounded Rate Loans) shall apply to that Loan. 



 


8A3.
      Early termination of Interest Periods for existing Term Rate Loans


 


If:


 


		(a)	an
                                            Interest Period for a Term Rate Loan would otherwise end on a day which falls after the Rate
                                            Switch Date for dollars; and 



 


		(b)	prior
                                            to the date of selection of that Interest Period: 



 


		(i)	the
                                            Backstop Rate Switch Date for dollars was scheduled to occur during that Interest Period;
                                            or 



 


		(ii)	notice
                                            of a Rate Switch Trigger Event Date for dollars falling during that Interest Period had been
                                            given pursuant to paragraph (a)(ii) of Clause 8A.4 (Notifications by Agent), 



 


that
Interest Period will instead end on the Rate Switch Date for dollars.


 


8A.4      Notifications
by Facility Agent


 


	(a)	Following
                                            the occurrence of a Rate Switch Trigger Event for dollars, the Facility Agent shall: 



 


		(i)	promptly
                                            upon becoming aware of the occurrence of that Rate Switch Trigger Event, notify the Company
                                            and the Lenders of that occurrence; and 



 


		(ii)	promptly
                                            upon becoming aware of the date of the Rate Switch Trigger Event Date applicable to that
                                            Rate Switch Trigger Event, notify the Company and the Lenders of that date. 



 






	(b)	The
                                            Facility Agent shall , promptly upon becoming aware of the occurrence of the Rate Switch
                                            Date for dollars, notify the Company and the Lenders of that occurrence. 



 


	(c)	The
                                            Parties agree that the FCA Cessation Announcement constitutes a Rate Switch Trigger Event
                                            for dollars, that the Rate Switch Trigger Event Date applicable to such Rate Switch Trigger
                                            Event will be 1 January 2022 and that the Facility Agent is not under any obligation under
                                            paragraph (a) above to notify any Party of such Rate Switch Trigger Event or Rate Switch
                                            Trigger Event Date resulting from the FCA Cessation Announcement. 



 


	(d)	For
                                            the purposes of paragraph (c) above, the “FCA
                                            Cessation Announcement” means the announcement
                                            on 5 March 2021 by the UK’s Financial Conduct Authority that all LIBOR settings will,
                                            as of certain specified future dates, either cease to be provided by any administrator or
                                            no longer be representative of the market and economic reality that they are intended to
                                            measure and that such representativeness will not be restored. 



 







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	8.	INTEREST
                                            



 


	8.1	Calculation
                                            of Interest – Term Rate Loans 



 


The
rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable: 


 


		(a)	Margin;
                                            and 



 


		(b)	LIBOR.
                                            



 


	8.2	Calculation
                                            of Interest – Compounded Rate Loans 



 


	(a)	The
                                            rate of interest on each Compounded Rate Loan for any day during an Interest Period is the
                                            percentage rate per annum which is the aggregate of the applicable: 



 


		(i)	Margin;
                                            and 



 


		(ii)	Compounded
                                            Reference Rate for that day. 



 


	(b)	If
                                            any day during an Interest Period for a Compounded Rate Loan is not an RFR Banking Day, the
                                            rate of interest on that Compounded Rate Loan for that day will be the rate applicable to
                                            the immediately preceding RFR Banking Day. 



 


	8.3	Payment
                                            of Interest 



 


Except
where this Agreement expressly provides to the contrary, the Company must pay accrued interest on each Loan on the last day of each Interest
Period (and, if the Interest Period is longer than six Months, on the dates falling at six-Monthly intervals after the first day of the
Interest Period). 


 


	8.4	Default
                                            Interest 



 


	(a)	If
                                            an Obligor fails to pay any amount payable by it under a Finance Document on its due date,
                                            interest will accrue on the overdue amount from the due date up to the date of actual payment
                                            (both before and after judgment) at a rate which, subject to paragraph (c) below, is 2% per
                                            annum higher than the rate which would have been payable if the overdue amount had, during
                                            the period of non-payment, constituted a Loan in the currency of the overdue amount for successive
                                            Interest Periods, each with a duration and Quotation Day selected by the Facility Agent (acting
                                            reasonably). 



 


	(b)	Any
                                            interest accruing under this Clause 8.4 will be immediately payable by the Obligor on demand
                                            by the Facility Agent. 



 


	(c)	If
                                            any overdue amount consists of all or part of a Term Rate Loan which became due on a day
                                            which was not the last day of its Interest Period: 



 


		(i)	the
                                            first Interest Period for that overdue amount will have a duration equal to the unexpired
                                            portion of the then current Interest Period relating to that Loan; and 



 


		(ii)	the
                                            rate of interest applying to the overdue amount during that first Interest Period will be
                                            2% per annum higher than the rate which would have applied if the overdue amount had not
                                            become due. 



 







    66


     


    

 


	(d)	Unpaid
                                            interest arising on an overdue amount will be compounded with the overdue amount at the end
                                            of each Interest Period applicable to that overdue amount but will remain immediately due
                                            and payable. 



 


	8.5	Notification
                                            of Rates of Interest 



 


	(a)	The
                                            Facility Agent must notify each relevant Party promptly of the determination of a rate of
                                            interest relating to a Term Rate Loan under this Agreement. 



 


	(b)	The
                                            Facility Agent shall promptly upon a Compounded Rate Interest Payment being determinable
                                            notify: 



 


		(i)	the
                                            Company of that Compounded Rate Interest Payment; 



 


		(ii)	each
                                            relevant Lender of the proportion of that Compounded Rate Interest Payment which relates
                                            to that Lender’s participation in the relevant Compounded Rate Loan; and 



 


		(iii)	the
                                            relevant Lenders and the Company of each applicable rate of interest relating to the determination
                                            of that Compounded Rate Interest Payment. 



 


This
paragraph (b) shall not apply to any Compounded Rate Interest Payment determined pursuant to Clause 10.4 (Cost of Funds).


 


	(c)	The
                                            Facility Agent must notify the Company promptly of each Funding Rate relating to a Loan.
                                            



 


	(d)	The
                                            Facility Agent shall promptly notify the relevant Lenders and the Company of the determination
                                            of a rate of interest relating to a Compounded Rate Loan to which Clause 10.4 (Cost of Funds)
                                            applies. 



 


	(e)	This
                                            Clause 8.5 shall not require the Facility Agent to make any notification to any Party on
                                            a day which is not a Business Day. 



 


	9.	INTEREST
                                            PERIODS 



 


9.1          Selection
of Interest Periods


 


	(a)	The
                                            Company may select an Interest Period for a Loan in the Utilisation Request for that Loan
                                            or (if that Loan has already been borrowed) in a Selection Notice. 



 


	(b)	Each
                                            Selection Notice for a Loan is irrevocable and must be delivered to the Facility Agent by
                                            the Company no later than the Specified Time. 



 



	(c)	Subject
                                            to the other provisions of this Clause, the Interest Period for a Loan must be one or three
                                            Months or any other period agreed by the Company and the Facility Agent (acting on the instructions
                                            of all the Lenders). 



 


	(d)	If
                                            the Company fails to deliver a Selection Notice to the Facility Agent in accordance with
                                            paragraph (b) above, the relevant Interest Period will be three Months. 



 


	(e)	Unless
                                            the Company specifies to the contrary in the Utilisation Request, where a Loan is outstanding
                                            at the Utilisation Date for a new Loan, the first Interest Period in respect of that new
                                            Loan shall end on the last day of the then current Interest Period for that outstanding Loan.
                                            



 


	(f)	No
                                            Interest Period for a Term Rate Loan shall extend beyond 30 June 2023. 



 


	(g)	No
                                            Interest Period for a Loan shall extend beyond the Termination Date. 



 







    67


     


    

 


	(h)	Notwithstanding
                                            paragraph (c) above, at any time after the Rate Switch Date for dollars, an Interest Period
                                            of less than one Month may not be agreed for any Loan other than with the prior written consent
                                            of the Company, the Facility Agent (acting on the instructions of all Lenders) and the Facility
                                            Agent (in its own discretion). 



 


	9.2	Non-Business
                                            Days 



 


	(a)	Other
                                            than where paragraph (b) below applies, if an Interest Period would otherwise end on a day
                                            which is not a Business Day, it will instead end on the next Business Day in the same calendar
                                            month (if there is one) or the preceding Business Day (if there is not). 



 


	(b)	If
                                            a Loan or Unpaid Sum is a Compounded Rate Loan and there are rules specified as ‘Business
                                            Day Conventions’ in the applicable Compounded Rate Terms, those rules shall apply to
                                            each Interest Period for that Loan or Unpaid Sum. 



 


	9.3	Consolidation
                                            of Loans 



 


If
two or more Interest Periods relating to Loans end on the same date, those Loans will, unless the Company specifies to the contrary in
the Selection Notice for the next Interest Period, be consolidated into, and treated as, a single Loan on the last day of the Interest
Period. 


 


	9.4	No
                                            Overrunning the Termination Date 



 


If
an Interest Period would otherwise end after the Termination Date, it will be shortened so that it ends on the Termination Date. 


 


	9.5	No
                                            Overrunning a Margin Step-up Date 



 


If
an Interest Period would otherwise end after a Margin Step-up Date, it will be shortened so that it ends on such Margin Step-up Date.



 


	9.6	Notification
                                            



 


The
Facility Agent must notify each relevant Party of the duration of each Interest Period promptly after ascertaining it. 


 


	10.	CHANGES TO THE CALCULATION
OF INTEREST



 


	10.1	Changes to the Calculation
of Interest prior to Rate Switch Date



 


	(a)	Interpolated Screen Rate: If no Screen
                                            Rate is available for the LIBOR for the Interest Period of a Term Rate Loan, the applicable
                                            LIBOR will be the Interpolated Screen Rate for a period equal in length to the Interest Period
                                            of that Term Rate Loan.
	 	 
	(b)	Cost
                                            of Funds 



 


If
no Screen Rate is available for the LIBOR for: 


 


		(i)	dollars;
                                            or 



 


		(ii)	the
                                            Interest Period of a Term Rate Loan and it is not possible to calculate the Interpolated
                                            Screen Rate, 



 


there
will be no LIBOR for the Term Rate Loan and Clause 10.4 (Cost of Funds) will apply to the Term Rate Loan for that Interest Period.


 







    68


     


    

 


	10.2	Interest
                                            calculation if no RFR or Central Bank Rate 



 


If:



 


		(i)	there
                                            is no applicable RFR or Central Bank Rate for the purposes of calculating the Daily Non-Cumulative
                                            Compounded RFR Rate for an RFR Banking Day during an Interest Period for a Compounded Rate
                                            Loan; and 



 


		(ii)	“Cost
                                            of funds will apply as a fallback” is specified in respect of that Loan in the Compounded
                                            Rate Terms for that Loan, 



 


then,
Clause 10.4 (Cost of Funds) shall apply to that Loan for that Interest Period.


 


	10.3	Market Disruption




 


		(a)	In
                                            the case of a Term Rate Loan, if before close of business in London on the Quotation Day
                                            for the relevant Interest Period, the Facility Agent receives notification from a Lender
                                            or Lenders under a Term Rate Loan (whose participations in that Loan exceed 35% of that Loan)
                                            that the cost to it of funding its participation in that Loan from the wholesale market for
                                            the relevant currency would be in excess of the LIBOR, then Clause 10.4 (Cost of Funds) will
                                            apply to that Loan for the relevant Interest Period. 



 


	(b)	In
                                            the case of a Compounded Rate Loan, if : 



 


		(i)	a
                                            Market Disruption Rate is specified in the Compounded Rate Terms for that Loan; and 



 


		(ii)	before
                                            the Reporting Time for that Loan, the Facility Agent receives notifications from a Lender
                                            or Lenders (whose participations in a Loan exceed 35% of that Loan) that its cost of funds
                                            relating to its participation in that Loan would be in excess of that Market Disruption Rate,
                                            



 


then
Clause 10.4 (Cost of Funds) shall apply to that Loan for the relevant Interest Period.


 


10.4       Cost of Funds


 


	(a)	If
                                            this Clause 10.4 (Cost of Funds) applies to a Loan for an Interest Period, neither Clause
                                            8.1 (Calculation of Interest – Term Rate Loans) nor Clause 8.2 (Calculation of Interest
                                            – Compounded Rate Loans) shall apply to that Loan for that Interest Period and the
                                            rate of interest on the relevant Loan for the relevant Interest Period will be the percentage
                                            rate per annum which is the sum of: 



 


		(i)	the
                                            Margin; and 



 


		(ii)	the
                                            weighted average of the rates notified to the Facility Agent by each Lender as soon as practicable
                                            but in any event: 



 


		(A)	in
                                            relation to a Term Rate Loan, within five Business Days before the date on which interest
                                            is due to be paid in respect of that Interest Period; and 



 


		(B)	in
                                            relation to a Compounded Rate Loan, by the Reporting Time for that Loan, 



 


to
be that which expresses as a percentage rate per annum its cost of funds relating to its participation in that Loan.


 


	(b)	If
                                            this Clause 10.4 applies pursuant to Clause 10.3 (Market Disruption): and the Facility Agent
                                            or the Company so requires, the Facility Agent and the Company must enter into negotiations
                                            (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining
                                            the rate of interest. 



 






    69


     


    

 


	(c)	Any
                                            alternative basis agreed pursuant to paragraph (b) above will, with the prior consent of
                                            all the Lenders and the Company, be binding on all Parties. 



 


	(d)	If
                                            this Clause 10.4 (Cost of Funds) applies to a Loan but any Lender does not notify the Facility
                                            Agent of a rate by the time specified in paragraph (a)(ii) above, the rate of interest on
                                            the relevant Loan for the Interest Period will be calculated on the basis of the rates notified
                                            by the other Lenders. 



 


	10.5	Break
                                            Costs 



 


	(a)	Subject
                                            to paragraph (b) below, the Company must pay to a Finance Party its Break Costs if all or
                                            any part of a Loan or Unpaid Sum is paid on a day other than the last day of an applicable
                                            Interest Period. 



 


	(b)	Paragraph
                                            (a) above shall apply in respect of a Compounded Rate Loan if an amount is specified as Break
                                            Costs in the applicable Compounded Rate Terms. 



 


	(c)	Each
                                            Lender must, as soon as reasonably practicable after a request by the Facility Agent or the
                                            Company, provide a certificate confirming the amount of any Break Costs it claims. 



 


	11.	FEES



 


	11.1	Commitment Fee



 


	(a)	The
                                            Company must pay to the Facility Agent (for the account of each Lender) a commitment fee
                                            computed at the rate of: 



 


		(i)	for
                                            the period from (but excluding) the date falling one Month after the date of this Agreement
                                            to (and including) the date falling two Months after the date of this Agreement, 15.0% of
                                            the Margin on that Lender’s Available Commitment; and 



 


		(ii)	thereafter,
                                            30.0% of the Margin on that Lender’s Available Commitment. 



 


	(b)	There
                                            shall be no commitment fee payable for the period from and including the date of this Agreement
                                            to (and including) the date falling one Month after the date of this Agreement. 



 


	(c)	The
                                            commitment fee shall accrue on a daily basis for each day on which the Available Facility
                                            is greater than zero, from and including the date of this Agreement. 



 


	(d)	The
                                            accrued commitment fee is payable on the last day of each successive period of three Months
                                            commencing on or after the date of this Agreement and ending during the Availability Period,
                                            on the last day of the Availability Period, and, if cancelled in full, on the cancelled amount
                                            of a Lender’s Commitment at the time the cancellation is effective. 



 


	11.2	Upfront
                                            Fee 



 


The
Company must pay to the Facility Agent (for the account of each Lender) an upfront fee in the amount and manner agreed in a Fee Letter.



 


	11.3	Facility
                                            Agent’s Fee 



 


The
Company must pay to the Facility Agent (for its own account) an agency fee in the amount and manner agreed in a Fee Letter. 


 






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	12.	TAX GROSS-UP AND INDEMNITIES



 


	12.1	Definitions



 


	(a)	In
                                            this Clause: 



 


“Protected
Party” means a Finance Party which incurs or will incur any liability, or is or will be 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. 


 


	(b)	Unless
                                            this Clause expressly provides to the contrary, a reference to determines
                                            or determined means
                                            a determination made in the absolute discretion of the person making the determination. 



 


	12.2	Tax
                                            Gross-Up 



 


	(a)	Each
                                            Obligor must make all payments to be made by it under the Finance Documents without any Tax
                                            Deduction, unless a Tax Deduction is required by law. 



 


	(b)	The
                                            Company must, promptly on becoming aware that an Obligor must make a Tax Deduction (or that
                                            there is a change in the rate or the basis of a Tax Deduction), notify the Facility Agent
                                            accordingly. A Lender must notify the Facility Agent promptly on becoming so aware in respect
                                            of a payment payable to that Lender. If the Facility Agent receives such notification, it
                                            must notify the affected Parties promptly. 



 


	(c)	If
                                            a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due
                                            from that Obligor must 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.
                                            



 


	(d)	If
                                            an Obligor is required to make a Tax Deduction, that Obligor must 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. 



 


	(e)	Within
                                            30 days of making either a Tax Deduction or any payment required in connection with that
                                            Tax Deduction, the Obligor making that Tax Deduction or payment must 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) the appropriate payment
                                            has been paid to the relevant taxing authority. 



 


	(f)	A
                                            Lender and an Obligor which makes a payment to which that Lender is entitled shall, subject
                                            to the Obligor reimbursing the Lender for any third-party expenses reasonably incurred in
                                            doing so, co-operate in completing any available and reasonable procedural formalities necessary
                                            for that Obligor to obtain authorisation to make that payment without a Tax Deduction or
                                            subject to a reduced amount of a Tax Deduction (including but not limited to taking reasonable
                                            steps to make a claim for relief under any relevant double tax treaty).
		



 


	12.3	Tax
                                            Indemnity 



 


	(a)	Except
                                            as provided in paragraph (b) below, the Company shall, within three Business Days of demand
                                            by the Facility Agent, pay to a Protected Party an amount equal to the cost, loss or liability
                                            which that Protected Party determines will be or has been (directly or indirectly) incurred
                                            for or on account of Tax by that Protected Party in respect of a payment received or receivable
                                            (or any payment deemed to be received or receivable) or otherwise under a Finance Document.
                                            



 






    71


     


    

 


	(b)	Paragraph
                                            (a) above does not apply: 



 


		(i)	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; or




 


		(ii)	to
                                            the extent a cost, loss or liability: 



 


		(A)	is
                                            compensated for by an increased payment under Clause 12.2 (Tax Gross-Up); or 



 


		(B)	relates
                                            to a FATCA Deduction required to be made by a Party. 



 


	(c)	A
                                            Protected Party making, or intending to make, a claim under paragraph (a) above must notify
                                            the Facility Agent promptly of the event which will give, or has given, rise to the claim,
                                            following which the Facility Agent must notify the Company promptly. 



 


	(d)	A
                                            Protected Party must, on receiving a payment from an Obligor under this Clause 12.3 (Tax
                                            Indemnity), notify the Facility Agent promptly. 



 


	12.4	Tax
                                            Credit 



 


If
an Obligor makes a Tax Payment and the relevant Finance Party determines that: 


 


		(a)	a
                                            Tax Credit is attributable to, and identifiable by the relevant Finance Party as: 



 


		(i)	an
                                            increased payment of which that Tax Payment forms part; 



 


		(ii)	that
                                            Tax Payment; or 



 


		(iii)	a
                                            Tax Deduction in consequence of which that Tax Payment was required; and 



 


		(b)	that
                                            Finance Party has obtained and utilised that Tax Credit, 



 


the
Finance Party must pay an amount to the Obligor 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.


 


	12.5	Stamp
                                            Taxes 



 


The
Company shall pay and, within three Business Days of demand, indemnify each Secured Party against any cost, loss or liability that Secured
Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document, other than
a cost, loss or liability in relation to such stamp duty, registration or similar Tax, incurred by a Finance Party in respect of a transfer
or assignment of its rights and/or obligations under a Finance Document. 


 






    72


     


    

 


	12.6	Value
                                            Added Taxes 



 


	(a)	All
                                            amounts 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 any supply for VAT purposes
                                            are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly,
                                            subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any
                                            Finance Party to any Party under a Finance Document, and such Finance Party is required to
                                            account to the relevant tax authority for the VAT, that Party must pay to such Finance Party
                                            (in addition to and at the same time as paying the consideration for such supply) an amount
                                            equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate
                                            VAT invoice to that Party). 



 


	(b)	If
                                            VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”)
                                            to any other Party (the “Recipient”)
                                            under a Finance Document, and any Party other than the Recipient (the “Relevant
                                            Party”) is required by the terms of any Finance
                                            Document to pay an amount equal to the consideration for that supply to the Supplier (rather
                                            than being required to reimburse or indemnify the Recipient in respect of that consideration):
                                            



 


		(i)	(where
                                            the Supplier is the person required to account to the relevant tax authority for the VAT),
                                            the Relevant Party must also pay to the Supplier (at the same time as paying that amount)
                                            an additional amount equal to the amount of such VAT. The Recipient must (where this paragraph
                                            (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment
                                            the Recipient receives from the relevant tax authority which the Recipient reasonably determines
                                            relates to the VAT chargeable on that supply; and 



 


		(ii)	(where
                                            the Recipient is the person required to account to the relevant tax authority for the VAT),
                                            the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient
                                            an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient
                                            reasonably determines that it is not entitled to credit or repayment from the relevant tax
                                            authority in respect of that VAT.








 


	(c)	Where
                                            VAT is or becomes chargeable in Nigeria on any supply made by the Supplier to the Recipient
                                            under a Finance Document, and the Recipient is required by law to withhold, remit and make
                                            returns on the VAT to the relevant tax authority, the Recipient shall do so on or before
                                            the due date for the remittance or making the returns, and shall promptly provide the Supplier
                                            evidence of the Recipient’s compliance. 



 


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



 


	(e)	Any
                                            reference in this Clause 12.6 (Value Added Taxes) to any Party will, at any time when that
                                            Party is treated as a member of a group for VAT purposes, include (where appropriate and
                                            unless the context otherwise requires) a reference to the representative member of that group
                                            at that time (the term “representative member”
                                            to have the same meaning as in the Value Added Tax
                                            Act 1994). 



 


	(f)	In
                                            relation to any supply made by a Finance Party to any Party under a Finance Document, if
                                            reasonably requested by such Finance Party, that Party must promptly provide such Finance
                                            Party with details of that Party’s VAT registration and such other information as is
                                            reasonably requested in connection with such Finance Party’s VAT reporting requirements
                                            in relation to such supply. 



 






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	12.7	FATCA
                                            Information 



 


	(a)	Subject
                                            to paragraph (c) below, each Party must, within ten Business Days of a reasonable request
                                            by another Party: 



 


		(i)	confirm
                                            to that other Party whether it is: 



 


		(A)	a
                                            FATCA Exempt Party; or 



 


		(B)	not
                                            a FATCA Exempt Party; 



 


		(ii)	supply
                                            to that other Party such forms, documentation and other information relating to its status
                                            under FATCA as that other Party requests to enable that other Party to comply with FATCA;
                                            and 



 


		(iii)	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. 



 


	(b)	If
                                            a Party confirms to another Party pursuant to paragraph (a)(i) 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 must notify that other Party reasonably promptly. 



 


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



 


		(i)	any
                                            law or regulation; 








 


		(ii)	any
                                            fiduciary duty; or 



 


		(iii)	any
                                            duty of confidentiality. 



 


	(d)	If
                                            a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation
                                            or other information relating to its status under FATCA requested in accordance with paragraph
                                            (a) above (including where paragraph (c) above applies), then that Party may be treated for
                                            the purposes of the Finance Documents (and payments made under them) as if it is not a FATCA
                                            Exempt Party until it provides the requested confirmation, forms, documentation or other
                                            information. 



 


12.8        FATCA
Deduction


 


	(a)	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. 



 


	(b)	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 Facility Agent,
                                            and the Facility Agent shall notify the other Finance Parties. 



 






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	12.9	Other
                                            Information 



 


	(a)	Subject
                                            to paragraph (b) below, each Party must, within ten Business Days of a reasonable request
                                            by another Party, supply to that other Party such forms, documentation and other information
                                            relating to its status as that other Party requests to enable that other Party to comply
                                            with any applicable law or regulation implementing international arrangements for the exchange
                                            of Tax or financial information between jurisdictions. 



 


	(b)	No
                                            Party is obliged to do anything under paragraph (a) above which would or might in its reasonable
                                            opinion constitute a breach of any applicable: 



 


		(i)	law
                                            or regulation; 



 


		(ii)	fiduciary
                                            duty; or 



 


		(iii)	duty
                                            of confidentiality. 



 


	13.	INCREASED COSTS



 


	13.1	Definitions
                                            



 


In
this Agreement:


 


“Basel
III” means:


 





		(a)	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; 








 


		(b)	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 



 


		(c)	any
                                            further guidance or standards published by the Basel Committee on Banking Supervision relating
                                            to “Basel III”. 



 


“Change
in Law” means the occurrence, after the date of this Agreement (or with respect to any Lender,
if later, the date on which such Lender becomes a Lender), of any of the following:


 


		(a)	the
                                            adoption or introduction of any law, rule, regulation or treaty; 



 


		(b)	any
                                            change in any law, rule, regulation or treaty or in the administration, interpretation or
                                            application thereof; 



 


		(c)	the
                                            making or issuance of any binding guideline or binding directive by any governmental authority;
                                            provided that, for purposes of this Agreement, the Dodd-Frank Wall Street Reform and Consumer
                                            Protection Act and all requests, rules, guidelines or directives in connection therewith
                                            are deemed to have gone into effect and adopted after the date of this Agreement; 



 


		(d)	any
                                            change in Basel III or CRD IV; or 



 






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		(e)	compliance
                                            with any law or regulation made after the date of this Agreement. 



 


“CRD IV”
means:


 


		(a)	Regulation
                                            (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential
                                            requirements for credit institutions and investment firms; and 



 


		(b)	Directive
                                            2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the
                                            activity of credit institutions and the prudential supervision of credit institutions and
                                            investment firms. 



 


“Increased Costs”
means:


 


		(a)	a
                                            reduction in the rate of return from the Facility or on a Finance Party’s (or its Affiliate’s)
                                            overall capital; 



 


		(b)	an
                                            additional or increased cost; or 



 


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



 


which
is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having
entered into a Finance Document or funding or performing its obligations under any Finance Document.


 


	13.2	Increased
                                            Costs 



 


Subject
to Clause 13.4 (Exceptions) below, the Company 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 or any of its Affiliates as a result of any Change
in Law. 


 


	13.3	Increased Costs Claims



 


	(a)	A
                                            Finance Party intending to make a claim pursuant to Clause 13.2 (Increased Costs) must notify
                                            the Facility Agent of the circumstances giving rise to and the amount of the claim, following
                                            which the Facility Agent must promptly notify the Company. 



 


	(b)	Each
                                            Finance Party must, as soon as reasonably practicable after a demand by the Facility Agent,
                                            provide a certificate confirming the amount of its Increased Costs. 



 


	13.4	Exceptions
                                            



 


Clause
13.2 (Increased Costs) does not apply to the extent any Increased Cost is: 


 


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



 


		(b)	attributable
                                            to a FATCA Deduction required to be made by a Party; 



 


		(c)	compensated
                                            for by Clause 12.3 (Tax Indemnity) (or would have been compensated for under Clause 12.3
                                            (Tax Indemnity) but was not compensated for solely because any of the exclusions in paragraph
                                            (b) of Clause 12.3 (Tax Indemnity) applied); 



 


		(d)	attributable
                                            to the implementation or application of or compliance with the “International Convergence
                                            of Capital Measurement and Capital Standards, a Revised Framework” published by the
                                            Basel Committee on Banking Supervision in June 2004 in the form existing on the date of this
                                            Agreement (or, if later, the date the relevant Finance Party becomes a Party to this Agreement)
                                            (“Basel II”)
                                            or any other law or regulation which implements Basel II (whether such implementation, application
                                            or compliance is by a government, regulator, Finance Party or any of its Affiliates); 



 






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		(e)	attributable
                                            to implementation, application or compliance with Basel III or CRD IV other than to the extent
                                            that the Basel III or CRD IV have been amended and such amendments are not contemplated as
                                            at the date of this Agreement; or 



 


		(f)	attributable
                                            to the wilful breach by any Finance Party or its Affiliates of any law or regulation or the
                                            terms of any Finance Document. 



 


	14.	OTHER INDEMNITIES



 


	14.1	Currency Indemnity



 


	(a)	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: 



 


		(i)	making
                                            or filing a claim or proof against that Obligor; or 



 


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



 


the
Company shall as an independent obligation, within three Business Days of demand, indemnify each Secured 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.


 


	(b)	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.
                                            



 


14.2       Other
Indemnities


 


	(a)	The
                                            Company shall within three Business Days of demand indemnify each Finance Party against any
                                            cost, loss or liability incurred by it as a result of: 



 


		(i)	the
                                            occurrence of any Event of Default; 



 


		(ii)	a
                                            failure by the Company to pay any amount due under a Finance Document on its due date, including
                                            without limitation, any cost, loss or liability resulting from any distribution or redistribution
                                            of any amount among the Lenders under this Agreement; 



 


		(iii)	funding,
                                            or making arrangements to fund, its participation in a Loan requested 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 default or negligence by that Finance Party alone); or 



 


		(iv)	a
                                            Loan (or part of a Loan) not being prepaid in accordance with the Finance Documents. 



 


	(b)	The
                                            Company’s liability in each case includes any cost, loss or liability incurred on account
                                            of funds borrowed, contracted for or utilised to fund any Loan or any other amount payable
                                            under any Finance Document. 



 






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	14.3	Indemnity
                                            to the Facility Agent 



 


The
Company shall indemnify the Facility Agent within three Business Days of demand against: 


 


		(a)	any
                                            cost, loss or liability incurred by the Facility Agent (acting reasonably) as a result of:
                                            



 


		(i)	investigating
                                            any event which the Facility Agent reasonably believes is a Default; 



 


		(ii)	acting
                                            or relying on any notice, request or instruction which the Facility Agent reasonably believes
                                            to be genuine, correct and appropriately authorised; or 



 


		(iii)	instructing
                                            lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as
                                            permitted under this Agreement; and 



 


		(b)	any
                                            cost, loss or liability (including, without limitation, for negligence or any other category
                                            of liability whatsoever) incurred by the Facility Agent otherwise than by reason of the Facility
                                            Agent’s gross negligence or wilful misconduct (or, in the case of any cost, loss or
                                            liability arising pursuant to Clause 32.10 (Disruption to Payment Systems), notwithstanding
                                            the Facility Agent’s negligence, gross negligence or any other category of liability
                                            whatsoever, other than any claim based on the fraud of the Facility Agent in acting as Facility
                                            Agent under the Finance Documents). 







 


		14.4	Indemnity
                                            to the Security Agent



 


		(a)	The Company
                                            must indemnify the Security Agent and each Receiver and Delegate within three Business Days
                                            of demand against any cost, loss or liability incurred by any of them as a result of: 



 





		(i)	any failure
                                            by the Company to comply with its obligations under Clause 17 (Costs and Expenses); 



 


		(ii)	acting
                                            or relying on any notice, request or instruction which the Security Agent, Receiver or Delegate
                                            reasonably believes to be genuine, correct and appropriately authorised; 



 


		(iii)	the taking,
                                            holding, protection or enforcement of the Security under the Security Documents; 



 


		(iv)	the exercise
                                            of any of the rights, powers, discretions and remedies vested in the Security Agent, Receiver
                                            or Delegate by the Finance Documents or by law; 



 


		(v)	any default
                                            by any Obligor in the performance of any of the obligations expressed to be assumed by it
                                            in the Finance Documents; 



 


		(vi)	instructing
                                            lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as
                                            permitted under this Agreement; or 



 


		(vii)	acting
                                            as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates
                                            to any of the Security Assets (otherwise, in each case, than by reason of the relevant Security
                                            Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct).
                                            



 


		(b)	The Security
                                            Agent and each Receiver and Delegate may, in priority to any payment to the Secured Parties,
                                            indemnify itself out of the Security Assets in respect of, and pay and retain, all sums necessary
                                            to give effect to the indemnity in this Clause 14.4 (Indemnity to the Security Agent) and
                                            Clause 17.3 (Enforcement Costs) and will have a lien on the Security under the Security Documents
                                            and the proceeds of enforcement of those Security for all moneys payable to it. 



 






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		(c)	The rights
                                            conferred by this Clause 14.4 (Indemnity to the Security Agent) shall survive the termination
                                            of this Agreement and shall continue notwithstanding any disposal of any asset subject to
                                            the Finance Documents and are without prejudice to any right to indemnity by law given to
                                            trustees generally and to any provision of the Finance Documents entitling the Security Agent
                                            or any other person to an indemnity in respect of, and/or reimbursement of, any liabilities,
                                            costs or expenses incurred or suffered by it in connection with any of the Finance Documents
                                            or the performance of any duties under any of the Finance Documents. 



 


		15.	MITIGATION
                                            BY THE LENDERS



 


		15.1	Mitigation



 


		(a)	Each Finance
                                            Party must, in consultation with the Company, take all reasonable steps to mitigate any circumstances
                                            which arise and which would result in the Facility ceasing to be available or any amount
                                            becoming payable under or pursuant to, or being cancelled pursuant to, any of Clause 7.1
                                            (Mandatory Prepayment – Illegality), Clause 12 (Tax Gross-Up and Indemnities), Clause
                                            13 (Increased Costs) including without limitation transferring its rights and obligations
                                            under the Finance Documents to another Affiliate or Facility Office. 



 


		(b)	Paragraph
                                            (a) above does not in any way limit the obligations of any Obligor under the Finance Documents.
                                            



 





		15.2	Limitation of Liability



 


		(a)	The Company
                                            must indemnify each Finance Party promptly for any cost, loss or liability reasonably incurred
                                            by that Finance Party as a result of steps taken by it under this Clause. 



 


		(b)	A Finance
                                            Party is not obliged to take any steps under this Clause if, in the opinion of that Finance
                                            Party (acting reasonably), to do so might be prejudicial to it. 



 


		16.	GUARANTEE AND INDEMNITY



 


		16.1	Guarantee
                                            and Indemnity



 


Each Guarantor irrevocably and unconditionally
jointly and severally: 


 


		(a)	guarantees
                                            to each Finance Party punctual performance by the Company of all of the Company’s obligations
                                            under the Finance Documents; 



 


		(b)	undertakes
                                            with each Finance Party that whenever the Company does not pay any amount when due under
                                            or in connection with any Finance Document, that Guarantor must immediately on demand pay
                                            that amount as if it were the principal obligor in respect of that amount; and 



 


		(c)	agrees with
                                            each Finance Party that if any obligation guaranteed by that Guarantor 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 that Finance Party incurs
                                            as a result of the Company not paying any amount which would, but for such unenforceability,
                                            invalidity or illegality, have been payable by the Company 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 if the amount claimed
                                            had been recoverable on the basis of a guarantee. 



 






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		16.2	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. 


 


		16.3	Reinstatement



 


If any discharge, release or arrangement
(whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is made by a Finance Party
in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation,
administration or otherwise, without limitation, then the liability of each Guarantor under this Clause will continue or be reinstated
as if the discharge, release or arrangement had not occurred. 


 


		16.4	Guarantor
                                            Intent



 


Without prejudice to the
generality of Clause 16.5 (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.


 


		16.5	Waiver
                                            of Defences



 


The obligations of each Guarantor
under this Clause 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 including (without limitation and whether or not known to it or any Finance Party): 


 


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



 


		(b)	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; 



 


		(c)	the taking,
                                            variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect,
                                            take up or enforce, any rights against, or security over assets of, any Obligor or other
                                            person; 



 


		(d)	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; 



 


		(e)	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; 



 


		(f)	any amendment,
                                            novation, supplement, extension (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; 



 






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		(g)	any unenforceability,
                                            illegality, invalidity or non-provability of any obligation of any person under any Finance
                                            Document or any other document or security; or 



 


		(h)	any insolvency, resolution or
                                            similar proceedings. 



 


		16.6	Immediate
                                            Recourse



 


		(a)	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. 



 


		(b)	This waiver
                                            applies irrespective of any law or any provision of a Finance Document to the contrary. 



 


		16.7	Appropriations



 


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, each Finance
Party (or any trustee or agent on its behalf) may: 


 


		(a)	refrain
                                            from applying or enforcing any other moneys, security or rights held or received by that
                                            Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply
                                            and enforce them in such manner and order as it sees fit (whether against those amounts or otherwise) and no Guarantor will be entitled
to the benefit of such moneys, security or rights; and



 


		(b)	hold in
                                            an interest-bearing suspense account any moneys received from any Guarantor or on account
                                            of any Guarantor’s liability under this Clause. 



 


		16.8	Deferral
                                            of Guarantors’ Rights



 


		(a)	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 or 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: 



 


		(i)	to be indemnified by an Obligor;
                                            



 


		(ii)	to claim
                                            any contribution from any other guarantor of any Obligor’s obligations under the Finance
                                            Documents; 



 


		(iii)	to take
                                            the benefit (in whole or in part and whether by way of subrogation 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; 



 


		(iv)	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 this Clause; 



 


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



 






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		(vi)	to claim or prove as a creditor
                                            of any Obligor in competition with any Finance Party. 



 


		(b)	If a Guarantor
                                            receives any benefit, payment or distribution in relation to such rights it must 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 the Finance Parties and must promptly
                                            pay or transfer them to the Facility Agent or as the Facility Agent may direct for application
                                            in accordance with Clause 32 (Payment Mechanics). 



 


		16.9	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: 


 


		(a)	that Retiring
                                            Guarantor is 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 



 


		(b)	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
                                            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. 



 





		16.10	Additional
                                            Security



 


This guarantee is in addition
to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party. 


 


		16.11	Limitations



 


		(a)	This guarantee
                                            does not apply to any liability to the extent that it would result in this guarantee constituting
                                            unlawful financial assistance within the meaning of any applicable provisions under the laws
                                            of the jurisdiction of incorporation of the relevant Guarantor. 



 


		(b)	The obligations
                                            of any Guarantor are subject to any limitations set out in the Accession Letter executed
                                            by that Guarantor. 



 


		(c)	Without prejudice to the generality
                                            of paragraphs (a) and (b) above: 



 


		(i)	no Obligor
                                            incorporated in Nigeria shall be required to give any guarantee or indemnity under this Clause
                                            16 if to do so would contravene section 159 of the Companies and Allied Matters Act, 1990;
                                            and 



 


		(ii)	any guarantee
                                            and/or indemnity under this Clause given by a Guarantor incorporated in The Netherlands does
                                            not apply to any liability to the extent that it would result in such guarantee and/or indemnity
                                            constituting unlawful financial assistance within the meaning of any applicable provisions
                                            under Dutch law. 



 






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		17.	COSTS
                                            AND EXPENSES



 


		17.1	Transaction
                                            Expenses



 


The Company shall within ten Business
Days of demand pay the Facility Agent, the Arrangers and the Security Agent (and, in the case of the Security Agent, any Receiver or
Delegate) the amount of all costs and expenses including, but not limited to, legal fees (subject to caps (if any)) properly incurred
by any of them in relation to the arrangement, negotiation, preparation, printing, execution, syndication and perfection of: 


 


		(a)	this Agreement
                                            and any other documents referred to in this Agreement or in a Security Document; and 



 


		(b)	any other Finance Documents
                                            executed after the date of this Agreement. 



 


		17.2	Amendment
                                            Costs



 


If an Obligor requests an amendment,
waiver or consent or any amendment or waiver is contemplated or agreed pursuant to Clause 38.4 (Changes to Reference Rates), the Company
shall, within five (5) Business Days of demand, reimburse each of the Facility Agent and the Security Agent for the amount of all agreed
third-party costs and expenses (including, but not limited to, legal fees) properly incurred by the Facility Agent and the Security Agent
(and, in the case of the Security Agent, by any Receiver or Delegate) in responding to, evaluating, negotiating or complying with that
request or requirement. 


 


		17.3	Enforcement
                                            Costs



 


The Company shall, within ten
Business Days of demand, pay to each Secured Party the amount of all costs and expenses (including, but not limited to, legal fees)
incurred by it in connection with the enforcement of or the preservation of any rights under any Finance Document and the Security
created under the Security Documents and any proceedings instituted by or against the Security Agent as a consequence of taking or
holding the Security created under the Security Documents or enforcing these rights.


 


		18.	REPRESENTATIONS



 


		18.1	Representations



 


		(a)	The representations
                                            and warranties set out in this Clause (other than the representation and warranty set out
                                            in paragraph (b) of Clause 18.25 (Insolvency)) are made by the Company to each Finance Party
                                            on the dates set out in Clause 18.26 (Times for Making Representations). 



 


		(b)	Each Guarantor
                                            makes the representations and warranties set out in paragraphs (a) and (b) of Clause 18.2
                                            (Status), Clause 18.3 (Binding Obligations), Clause 18.4 (Non-Conflict with other Obligations),
                                            Clause 18.5 (Power and Authority), Clause 18.6 (Validity and Admissibility in Evidence),
                                            Clause 18.7 (Governing Law and Enforcement), Clause 18.8 (Deduction of Tax), Clause 18.9
                                            (No Filing or Stamp Taxes), paragraphs (a) and (c) of Clause 18.10 (No Default), paragraph
                                            (a) of Clause 18.14 (Pari Passu Ranking), Clause 18.15 (Good Title), Clause 18.16 (Security
                                            and Financial Indebtedness), Clause 18.18 (No Proceedings Pending or Threatened), Clause
                                            18.19 (No Breach of Laws), Clause 18.20 (Sanctions), Clause 18.21 (Anti-Bribery and Corruption
                                            Laws), Clause 18.23 (No Immunity), Clause 18.24 (No Adverse Consequences) and paragraph (b)
                                            of Clause 18.25 (Insolvency) on the date set out in paragraph (b) of Clause 18.26 (Times
                                            for Making Representations). 



 






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		18.2	Status



 


		(a)	It is a limited
                                            liability company, duly incorporated and validly existing under the law of its jurisdiction
                                            of incorporation (or, in the case of the Company after a Permitted Re-domiciliation, it is
                                            an exempted company registered by way of continuation with limited liability, validly existing
                                            and in good standing under the laws of the Cayman Islands). 



 


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



 


		(c)	Each Material
                                            Subsidiary is a limited liability company, limited liability partnership or corporation,
                                            duly incorporated and validly existing under the laws of its jurisdiction of incorporation,
                                            and each Material Subsidiary has the power to own its assets and carry on its business as
                                            it is being conducted. 



 


		18.3	Binding
                                            Obligations



 


Subject to the Legal Reservations
and, in the case of the Security Documents, the Perfection Requirements: 


 


		(a)	its obligations
                                            under the Finance Documents to which it is a party are legal, valid, binding and enforceable
                                            obligations; and 



 


		(b)	(without
                                            limiting the generality of paragraph (a) above), each of the Security Documents to which
                                            it is party creates the security interests which that Security Document purports to create
                                            and those security interests are valid and effective. 



 


		18.4	Non-Conflict
                                            with other Obligations



 


The entry into and performance
by it of, and the transactions contemplated by, the Finance Documents do not conflict with: 


 


		(a)	any law or regulation applicable
                                            to it; 



 





		(b)	its constitutional documents;
                                            or 



 


		(c)	any agreement
                                            or instrument binding on it or any of its assets, to an extent which has or would reasonably
                                            be expected to have a Material Adverse Effect. 



 


		18.5	Power
                                            and Authority



 


It has the power to enter into
and perform, and has taken all necessary action to authorise its entry into and performance of, the Finance Documents to which it is
a party and the transactions contemplated by those Finance Documents. 


 


		18.6	Validity
                                            and Admissibility in Evidence



 


All Authorisations required: 


 


		(a)	to enable
                                            it lawfully to enter into, exercise its rights and comply with its obligations in the Finance
                                            Documents to which it is a party; and 



 


		(b)	to make
                                            the Finance Documents to which it is a party, subject to the Legal Reservations and, in the
                                            case of the Security Documents, the Perfection Requirements, admissible in evidence in its
                                            Relevant Jurisdictions, 



 


have been obtained or effected
and are, subject to the Legal Reservations and, in the case of the Security Documents, Perfection Requirements, in full force and effect
other than in respect of stamping and registration of the Security Documents.


 






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		18.7	Governing Law and
                                            Enforcement



 


		(a)	Subject to the Legal Reservations,
                                            any: 



 


		(i)	submission
                                            under a Finance Document to the jurisdiction of particular courts or to arbitration (as applicable);
                                            and 



 


		(ii)	agreement as to the governing
                                            law of a Finance Document, 



 


is legal, valid and binding under the laws of its Relevant
Jurisdictions.


 


		(b)	Subject to
                                            the Legal Reservations, any arbitral award or judgment obtained in the courts to whose jurisdiction
                                            it submitted, in each case, in relation to a Finance Document will be recognised and enforced
                                            by the courts of its Relevant Jurisdictions. 



 


		18.8	Deduction
                                            of Tax



 


It is not required to make any
Tax Deduction from any payment it may make under any Finance Document to a Lender, except to the extent required by law. 


 


		18.9	No
                                            Filing or Stamp Taxes



 


Under the laws of its Relevant
Jurisdictions it is not necessary that the Finance Documents be registered, filed, recorded, notarised or enrolled with any court or
other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to
them or the transactions contemplated by them except for: 


 


		(a)	any stamping,
                                            filing, recording or enrolling or any tax or fee payable in connection with the Security
                                            created under the Security Documents; 



 





		(b)	any stamping,
                                            filing, recording or enrolling or any tax or fee payable in connection with the Finance Documents
                                            (other than the Security Documents) in Nigeria, to the extent any person incorporated or
                                            established in Nigeria is a party to that Finance Document; and 



 


		(c)	after a
                                            Permitted Re-domiciliation, any stamping, filing, recording or enrolling or any tax or fee
                                            payable in connection with any Finance Documents or Security Document that is executed in
                                            or brought to the Cayman Islands or produced before a court in the Cayman Islands. 



 


		18.10	No
                                            Default



 


		(a)	No Event
                                            of Default has occurred (or, when this representation is made on the date of this Agreement,
                                            no Default) and is continuing or would reasonably be expected to result from any Loan or
                                            the entry into or the performance of, or any transaction contemplated by, any Finance Document.
                                            



 


		(b)	No other
                                            event has occurred and is continuing which constitutes a default (howsoever described or
                                            defined) under any agreement to which it is party and which would be reasonably expected
                                            to have a Material Adverse Effect. 



 


		(c)	In the case
                                            of a Guarantor only, no Default would (when this representation is made by a Guarantor on
                                            the date of this Agreement or (as applicable) the Guarantor Accession Date applicable to
                                            it) reasonably be expected to result from the entry by that Guarantor into, or the performance
                                            by that Guarantor of, or any transaction of that Guarantor contemplated by, any Finance Document.
                                            



 






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		18.11	No
                                            Material Subsidiary Event of Default



 


No Material Subsidiary Event of Default
is continuing. 


 


		18.12	No
                                            Misleading Information



 


		(a)	The Financial
                                            Plan has been prepared in accordance with IFRS, and the financial projections contained in
                                            the Financial Plan are fair and based on reasonable assumptions and have been approved by
                                            the board of directors of the Company. 



 


		(b)	Any financial
                                            projection or forecast contained in the Financial Plan has been prepared on the basis of
                                            reasonable assumptions and was fair (as at the date of the relevant report or document containing
                                            the projection or forecast) and arrived at after careful consideration. 



 


		18.13	Financial
                                            Statements



 


		(a)	Its audited
                                            financial statements most recently delivered to the Facility Agent (which, at the date of
                                            this Agreement, are its Original Financial Statements) were prepared in accordance with IFRS,
                                            consistently applied. 



 


		(b)	There has
                                            been no material adverse change in its business or financial condition (consolidated if applicable)
                                            since the date to which its Original Financial Statements were drawn up. 



 


		18.14	Pari
                                            Passu Ranking



 


		(a)	Its payment
                                            obligations under the Finance Documents rank at least pari passu in right and priority of
                                            payment with all its other present and future unsecured and unsubordinated indebtedness (actual
                                            or contingent) except indebtedness preferred by laws of general application. 



 





		(b)	Subject to
                                            Legal Reservations and Perfection Requirements, any Security has or will have the ranking
                                            in priority which it is expressed to have in the Security Documents. 





  


		18.15	Good
                                            Title



 


It has good, valid and marketable
title to, or valid leases or licences of, or is otherwise entitled to use, all assets necessary for the conduct of the business as it
is presently being conducted, where failure to do so would be reasonably expected to have a Material Adverse Effect. 


 


		18.16	Security
                                            and Financial Indebtedness



 


		(a)	No Security
                                            or Quasi-Security exists over all or any of the present or future assets of the Company other
                                            than as permitted or not prohibited by the Finance Documents. 



 


		(b)	No Security
                                            or Quasi-Security exists over all or any of the present or future assets of any Material
                                            Subsidiary other than: 



 


		(i)	Permitted Security; 



 


		(ii)	as permitted
                                            or not prohibited by the terms of the relevant Existing Material Subsidiary Debt Facility;
                                            or 



 






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		(iii)	in the
                                            case of any Guarantor, as permitted under Clause 4 (Negative Pledge) of Schedule 17 (Additional
                                            Covenants). 



 


		(c)	Neither the
                                            Company nor any Material Subsidiary has any Financial Indebtedness outstanding other than
                                            as permitted or not prohibited by the Finance Documents. 



 


		18.17	Group
                                            Structure and Subsidiaries



 


The Group Structure Chart accurately
records in all respects (other than any nominal shareholdings required by law) the structure of the Company and its operating Subsidiaries
as at the date of this Agreement. 


 


		18.18	No
                                            Proceedings Pending or Threatened



 


No litigation, arbitration or administrative
proceedings or investigation of or before any court, arbitral body or agency which, if adversely determined, would be reasonably likely
to have a Material Adverse Effect has been started or, to the best of its knowledge, is threatened, has been started or is pending against
it or any of its Material Subsidiaries. 


 


		18.19	No
                                            Breach of Laws



 


Neither it nor any Material Subsidiary
has breached any law or regulation which breach has or is reasonably likely to have a Material Adverse Effect. 


 


		18.20	Sanctions



 


		(a)	Neither the
                                            Company, its Subsidiaries nor its joint venture entities, nor any of their respective directors,
                                            officers or employees nor, to the knowledge of the Company, any persons acting on any of
                                            their behalf: 



 


		(i)	is a Restricted Party; 



 


		(ii)	has received
                                            notice of any claim, action, suit, proceeding or investigation against it with respect to
                                            Sanctions by any Sanctions Authority; 



 





		(iii)	has been
                                            engaged in any transaction that evades or avoids, or has the purpose of evading or avoiding,
                                            or breaches or attempts to breach, directly or indirectly, any Sanctions; or 



 


		(iv)	has been
                                            engaged, directly or indirectly, in any trade, business or other activities with or for the
                                            benefit of any Restricted Party or which is in breach of any Sanctions. 



 


		(b)	Subject to
                                            paragraph (c) below, any representation made or deemed to be made pursuant to paragraph (a)
                                            above shall not apply for the benefit of a Finance Party to the extent that giving, complying
                                            with or receiving the benefit of (as applicable) such representation results in a breach
                                            of any applicable Blocking Law. 



 


		(c)	In relation
                                            to each Finance Party that notifies the Facility Agent and the Company to this effect, any
                                            provision of or representation made or deemed to be made pursuant to paragraph (a) above
                                            that results in that Finance Party breaching any applicable Blocking Law will continue to
                                            apply for the benefit of that Finance Party notwithstanding such breach, and accordingly
                                            paragraph (b) above will not apply to that Finance Party to this degree. 



 






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		18.21	Anti-Bribery
                                            and Corruption Laws



 


		(a)	The Company
                                            and each of its Subsidiaries has implemented policies and procedures designed to promote
                                            and achieve compliance by it and its respective directors, officers and employees with Anti-Corruption
                                            Laws. 



 


		(b)	To the best
                                            of its knowledge, the Company and each of its Subsidiaries has conducted its businesses in
                                            compliance with Anti-Corruption Laws. 



 


		18.22	Environmental
                                            Compliance



 


		(a)	It is in
                                            compliance with Clause 22.6 (Environmental Compliance) and to the best of its knowledge and
                                            belief (having made due and careful enquiry) no circumstances have occurred which would prevent
                                            such compliance in a manner or to an extent which would be reasonably likely to have a Material
                                            Adverse Effect. 



 


		(b)	No Environmental
                                            Claim has been commenced or (to the best of the Company’s knowledge and belief (having
                                            made due and careful enquiry)) is threatened against the Company where that claim would be
                                            reasonably likely, if adversely determined, to have a Material Adverse Effect or a material adverse impact on the implementation or operation of the business of the Company in accordance with the Performance Standards. 







 


		18.23	No
                                            Immunity



 


In any proceedings taken in its
jurisdiction of incorporation in relation to the Finance Documents to which it is a party, it will not be entitled to claim for itself
or any of its assets immunity from suit, execution, attachment or other legal process. 


 


		18.24	No
                                            Adverse Consequences



 


		(a)	It is not necessary under the
                                            laws of its jurisdiction of incorporation: 



 


		(i)	in order
                                            to enable any Finance Party that is a Party as at the date of this Agreement to enforce its
                                            rights under any Finance Document; or 



 


		(ii)	by reason
                                            of the entry into of any Finance Document in force as at the date of this Agreement or the
                                            performance by it of its obligations under any Finance Document, 



 




that any Finance Party that is a Party as at the date of
this Agreement should be licensed, qualified or otherwise entitled to carry on business in that jurisdiction.


 


		(b)	No Finance
                                            Party that is a Party as at the date of this Agreement is or will be deemed to be resident,
                                            domiciled or carrying on business in that jurisdiction by reason only of the entry into,
                                            performance and/or enforcement of any Finance Document in force as at the date of this Agreement.
                                            



 


		18.25	Insolvency



 


		(a)	No: 



 


		(i)	corporate
                                            action, legal proceeding or other procedure or step described in paragraph (a) of Clause
                                            23.8 (Insolvency Proceedings); or 



 


		(ii)	creditors’ process described
                                            in Clause 23.9 (Creditors’ Process or Expropriation), 



 






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has been taken or, to its knowledge
having made due and careful enquiry, is threatened in relation to it or any Material Subsidiary (other than any Guarantor) and none of
the circumstances described in Clause 23.7 (Insolvency) applies to it or any Material Subsidiary (other than any Guarantor).


 


		(b)	No: 



 


		(i)	corporate
                                            action, legal proceeding or other procedure or step described in paragraph (d) of Schedule
                                            18 (Additional Events of Default) applicable to it; or 



 


		(ii)	creditors’ process described
                                            in Clause 23.9 (Creditors’ Process or Expropriation), 



 


has been taken in respect of it nor,
to its knowledge having made due and careful enquiry, is threatened in relation to it and none of the circumstances described in paragraph
(d) of Schedule 18 (Additional Events of Default) applicable to it applies to it.


 


		18.26	Times for Making
                                            Representations



 


		(a)	The representations
                                            and warranties set out in this Clause are made by the Company on the date of this Agreement.
                                            



 


		(b)	Each Guarantor
                                            shall make the representations and warranties listed in paragraph (b) of Clause 18.1 (Representations):
                                            



 


		(i)	in the case
                                            of a Guarantor listed in Part 2 of Schedule 1 (The Parties), on the date of this Agreement;
                                            or 



 


		(ii)	in the case
                                            of any other Guarantor, on the Guarantor Accession Date applicable to that Guarantor. 



 


		(c)	Each Obligor
                                            shall be deemed to repeat the Repeating Representations applicable to it on the date of each
                                            Utilisation Request, on each Utilisation Date, on the first day of each Interest Period,
                                            on the date of any Extension Request (as defined in Clause 6.2 (Extension of Termination
                                            Date)) and, in the event any Lender has elected to extend the Original Termination Date in
                                            respect of its Commitments in accordance with Clause 6.2 (Extension of Termination Date),
                                            on the Original Termination Date. 



 


		(d)	The representation
                                            and warranty set out in paragraph (b) of Clause 18.14 (Pari Passu Ranking) is deemed to be
                                            made at the time a Security Document is entered into. 



 





		(e)	The representations
                                            and warranties set out in paragraph (a) of Clause 18.13 (Financial Statements) in respect
                                            of each set of audited financial statements delivered pursuant to Clause 19.1 (Financial
                                            Statements) shall only be made once in respect of each set of audited financial statements
                                            on the date such Financial Statements are delivered.



 


		(f)	Each representation
                                            or warranty deemed to be made after the date of this Agreement shall be deemed to be made
                                            by reference to the facts and circumstances existing at the date the representation or warranty
                                            is deemed to be made. 



 






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		19.	INFORMATION UNDERTAKINGS



 


		19.1	Financial
                                            Statements



 


The Company must supply to the Facility
Agent in sufficient copies for all the Lenders: 


 


		(a)	as
                                            soon as the same become available, but in any event within 120 days after the end of each
                                            of its Financial Years, its audited consolidated financial statements for that Financial
                                            Year (the “Annual Financial Statements”); and



 


		(b)	as
                                            soon as the same become available, but in any event within 60 days after the end of each
                                            of the first three Financial Quarters of the Financial Year, its consolidated financial statements
                                            for the relevant Financial Quarter (the “Quarterly Financial Statements”).



 


		19.2	Compliance
                                            Certificate



 


		(a)	The Company
                                            must supply to the Facility Agent a duly completed Compliance Certificate with each set of
                                            its financial statements delivered to the Facility Agent under paragraphs (a) or (b) of Clause
                                            19.1 (Financial Statements). 



 


		(b)	A Compliance Certificate must
                                            be signed by an officer or a director of the Company. 



 


		(c)	Each Compliance
                                            Certificate must specify that no Default or Material Subsidiary Event of Default is continuing,
                                            and if this statement cannot be made the certificate should identify any Default that is
                                            continuing and the steps, if any, being taken to remedy it. 



 


		19.3	Requirements
                                            as to Financial Statements



 


		(a)	Each set of financial statements
                                            delivered pursuant to Clause 19.1 (Financial Statements): 



 


		(i)	gives (if
                                            audited) a true and fair view of, or (if unaudited) fairly represents, the financial condition
                                            (consolidated or otherwise) of the Company as at the date to which those financial statements
                                            were drawn up; and 



 


		(ii)	shall be
                                            prepared using IFRS, accounting practices and financial reference periods consistent with
                                            those applied in the preparation of the Financial Plan, unless, in relation to any set of
                                            financial statements, the Company notifies the Facility Agent that there has been a change
                                            in IFRS or the accounting practices and the Company delivers to the Facility Agent: 



 


		(A)	a description
                                            of any change necessary for those financial statements to reflect the IFRS or accounting
                                            practices upon which the Financial Plan was prepared; and 



 


		(B)	sufficient
                                            information, in form and substance as may be reasonably required by the Facility Agent, to
                                            enable the Lenders to determine whether Clause 20 (Financial Covenants) has been complied with and to make
an accurate comparison between the financial position indicated
in those financial statements and the Financial Plan.






 


		(b)	Any reference
                                            in this Agreement to any financial statements shall be construed as a reference to those
                                            financial statements as adjusted to reflect the basis upon which the Financial Plan was prepared.
                                            



 


		19.4	Information
                                            – Miscellaneous



 


The Company must supply to the
Facility Agent (in sufficient copies for all the Lenders if the Facility Agent so requests): 


 


		(a)	at the same
                                            time as they are dispatched, copies of all documents required by law to be dispatched by
                                            the Company to its creditors generally; 



 






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		(b)	the details
                                            of any litigation, arbitration or administrative proceedings or investigations which are
                                            current, threatened or pending against any member of the Group and which have or might, if
                                            adversely determined, have a Material Adverse Effect; 



 


		(c)	promptly
                                            but subject in any event to any applicable duty of confidentiality owed by a member of the
                                            Group to any person other than a member of the Group, the details of: 



 


		(i)	any amendment
                                            made or waiver granted in respect of the principal amount or tenor of, or financial covenants
                                            applicable under, any Existing Material Subsidiary Debt Facility or any Refinancing Facility;
                                            



 


		(ii)	any Refinancing Facility; 



 


		(iii)	any Company Bridge Facility;
                                            



 


		(iv)	any Bridge Facility; and 



 


		(v)	any debt financing envisaged
                                            pursuant to Clause 22.24(b) (Distributions); and 



 


		(d)	upon request,
                                            such other information relating to the assets (which are as stated in the Company’s
                                            balance sheet from time to time), financial condition, business or operation of the Company,
                                            as the Facility Agent or any other Lender through the Facility Agent may from time to time
                                            reasonably request to monitor the compliance of the obligations of the Company. 



 


		19.5	Information
                                            – Senior Notes



 


		(a)	While any
                                            Senior Notes remain outstanding, the Company shall procure that the issuer of the Senior
                                            Notes sends to the Facility Agent copies of the financial statements sent to the holders
                                            of the Senior Notes (or the trustee on their behalf) pursuant to section 4.03(a) of the Senior
                                            Notes Indenture. 



 


		(b)	On and from
                                            the date on which the New Senior Notes Indenture is entered into and for so long as any New
                                            Senior Notes remain outstanding, the Company shall procure that the issuer of any New Senior
                                            Notes sends to the Facility Agent copies of the financial statements sent to the holders
                                            of the New Senior Notes (or any trustee on their behalf) pursuant to the terms of the New
                                            Senior Notes Indenture. 



 





		19.6	Notification of Default



 


		(a)	The Company
                                            must notify the Facility Agent of any Default (and the steps, if any, being taken to remedy
                                            it) or any Material Subsidiary Event of Default promptly on becoming aware of its occurrence.
                                            



 


		(b)	Promptly
                                            on request by the Facility Agent, the Company must supply to the Facility Agent a certificate,
                                            signed by a director or senior officer on its behalf, certifying that no Default is continuing
                                            (or, if a Default is continuing, specifying the Default and the steps, if any, being taken
                                            to remedy it). 



 


		(c)	If any Lender
                                            (acting reasonably) suspects that a Material Subsidiary Event of Default has occurred, that
                                            Lender may notify the Facility Agent in writing to, and the Facility Agent shall, request
                                            the Company to confirm whether or not a Material Subsidiary Event of Default has occurred
                                            and is continuing. The Company must, promptly following receipt of any such request, supply
                                            to the Facility Agent a certificate, signed by a director or senior officer on its behalf,
                                            confirming that no Material Subsidiary Event of Default is continuing (or, if a Material
                                            Subsidiary Event of Default is continuing, specifying the relevant default and the steps,
                                            if any, being taken to remedy it). 



 






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		19.7	Use
                                            of Websites



 


		(a)	The
                                            Company may satisfy its obligation under this Agreement to deliver any information in relation
                                            to those Lenders (the “Website Lenders”) who accept this method of communication
                                            by posting this information onto an electronic website designated by the Company and the
                                            Facility Agent (the “Designated Website”) if:



 


		(i)	the Facility
                                            Agent expressly agrees (after consultation with each of the Lenders) that it will accept
                                            communication of the information by this method; 



 


		(ii)	both the
                                            Company and the Facility Agent are aware of the address of and any relevant password specifications
                                            for the Designated Website; and 



 


		(iii)	the information
                                            is in a format previously agreed between the Company and the Facility Agent. 



 


If
any Lender (a “Paper Form Lender”) does not agree to the delivery of information electronically then the Facility
Agent must notify the Company accordingly and the Company must supply the information to the Facility Agent (in sufficient copies for
each Paper Form Lender) in paper form. In any event the Company must supply the Facility Agent with at least one copy in paper form of
any information required to be provided by it.


 


		(b)	The Facility
                                            Agent must supply each Website Lender with the address of and any relevant password specifications
                                            for the Designated Website following designation of that website by the Company and the Facility
                                            Agent. 



 


		(c)	The Company must promptly on
                                            becoming aware of its occurrence notify the Facility Agent if: 



 


		(i)	the Designated Website cannot
                                            be accessed due to technical failure; 



 


		(ii)	the password specifications
                                            for the Designated Website change; 



 


		(iii)	any new
                                            information which is required to be provided under this Agreement is posted onto the Designated
                                            Website; 



 





		(iv)	any existing
                                            information which has been provided under this Agreement and posted onto the Designated Website
                                            is amended; or 



 


		(v)	the Company
                                            becomes aware that the Designated Website or any information posted onto the Designated Website
                                            is or has been infected by any electronic virus or similar software. 



 


		(d)	If the Company
                                            notifies the Facility Agent under paragraph (c)(i) or paragraph (c)(v) above, all information
                                            to be provided by the Company under this Agreement after the date of that notice must be
                                            supplied in paper form unless and until the Facility Agent and each Website Lender is satisfied
                                            that the circumstances giving rise to the notification are no longer continuing. 



 


		(e)	Any Website
                                            Lender may request, through the Facility Agent, one paper copy of any information required
                                            to be provided under this Agreement which is posted onto the Designated Website. The Company
                                            must comply with any such request within ten Business Days. 



 






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		19.8	“Know
                                            Your Customer” Checks



 


		(a)	Subject
                                            to paragraph (b) below, the Company must, promptly on request by any Finance Party, supply
                                            any documentation or other evidence requested by that Finance Party (whether for itself,
                                            or on behalf of any other Finance Party or any prospective new Lender) to enable a Finance
                                            Party or prospective new Lender to carry out and be satisfied with the results of any “know
                                            your customer” checks or other similar checks required under any applicable law or
                                            regulation in connection with the transactions contemplated by the Finance Documents. 



 


		(b)	The Company
                                            is only required to supply any information under paragraph (a) above, if the information
                                            is not already available to the relevant Finance Party and the requirement arises as a result of: 




 


		(i)	the introduction
                                            of, or any change in (or in the interpretation, administration or application of), any law
                                            or regulation made after the date of this Agreement; 



 


		(ii)	any change
                                            in the status of the Company after the date of this Agreement or any Permitted Re-domiciliation;
                                            or 



 


		(iii)	a proposed
                                            assignment or transfer by a Lender of any of its rights and/or obligations under any Finance
                                            Document to a person that is not a Lender before that assignment or transfer. 



 


		(c)	Each Lender
                                            must, promptly on request by the Facility Agent supply, or procure the supply of, any documentation
                                            or other evidence reasonably requested by the Facility Agent (for itself) to enable the Facility
                                            Agent to carry out and be satisfied with the results of any “know your customer”
                                            checks or other similar checks required under any applicable law or regulation in connection
                                            with the transactions contemplated by the Finance Documents. 



 


		20.	FINANCIAL COVENANTS



 


		20.1	Financial Definitions



 


“EBITDA”
means, in respect of any period for any person, the Net Income for such period, excluding:


 


		(a)	total Finance Costs; 



 


		(b)	total Finance Income; 







 





		(c)	total
                                            income tax (expense)/benefit as stated in the statement of profit or loss for the period;
                                            



 


		(d)	all
                                            depreciation and amortisation expense of that person for such period; 



 


		(e)	any
                                            gains or losses from sales of assets other than inventory sold in the ordinary course of
                                            the business; 



 


		(f)	any
                                            impairment of property, plant and equipment and prepaid land rent, or withholding tax receivable;
                                            



 


		(g)	any
                                            Exceptional Items; 



 


		(h)	share-based
                                            payment transactions; 



 


		(i)	any
                                            net gain or loss from the receipt of any insurance proceeds; 



 






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		(j)	and
                                            other non-operating income and expenses; and 



 
	 	(k)	minority interest income and expenses, 


 


in
each case, to the extent added, deducted or taken into account, as the case may be, for the purposes of determining the Net
Income.


 


“Exceptional
Items” means items of income and expense of that are that are sufficiently large and unusual
due to the significance of their nature, size or incidence of occurrence as to distort comparisons from one period to the next (including,
without limitation, any Transaction Costs that are sufficiently large and unusual due to the significance of their nature, size or incidence
of occurrence as to distort comparisons from one period to the next).


 


“Finance
Costs” means finance costs as presented in the Financial Statements of the Group as determined
in accordance with IFRS.


 


“Finance
Income” means finance income as presented in the Financial Statements of the Group as determined
in accordance with IFRS.


 


“Interest
Cover Ratio” means, in respect of any Relevant Period, the ratio of EBITDA of the Group in
respect of that Relevant Period to Net Cash Finance Interest Adjusted For Leases in respect of that Relevant Period.


 


“Leverage
Ratio” means, in respect of any Relevant Period, the ratio of Net Financial Indebtedness
on the last day of that Relevant Period to EBITDA of the Group in respect of that Relevant Period.


 


“Net Cash Finance Interest Adjusted For Leases”
means, for any period:


 


		(a)	the
                                            total cash interest or finance costs paid on Financial Indebtedness of the Group (excluding
                                            the Transaction Costs), as presented in the cash flow statements from the most recent Financial
                                            Statements of the Group, as determined in accordance with IFRS; plus 



 


		(b)	without
                                            duplication the interest expense on the Lease obligations of the Group for such period; less
                                            



 


		(c)	the
                                            total cash finance income received by the Group as presented in the cash flow statements
                                            from the most recent Financial Statements of the Group resulting from investments and bank
                                            deposits in that period. 



 


“Net Financial
Indebtedness” means, in respect of any Relevant Period, the Financial
Indebtedness of the Group on the last day of that Relevant Period (other than Financial Indebtedness in respect of hedging agreements
or other treasury transactions, in each case to the extent permitted by the terms of this Agreement, except for any crystallised exposures
under such hedging agreements or treasury transactions or Financial Indebtedness arising in respect of any terminated hedging agreements
or other treasury transactions) less the aggregate amount of Cash (including, for the avoidance of doubt, any cash provided as margin
in connection with any terminated hedging agreement or other treasury transaction which has not been applied in paying any relevant termination
payment) and Cash Equivalent Investments held by the Group during that Relevant Period.


 


“Net Income”
means, in respect of any Relevant Period, stated as the ‘Profit/(loss)’
for the period in the statement of profit or loss in the Financial Statements of the Group as determined in accordance with IFRS.


 


“Quarter
Date” means each of 31 March, 30 June, 30 September and 31 December.


 






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“Relevant
Period” means each period of 12 Months ending on or about the last day
of each Financial Quarter.


 


“Total
Assets” means the total assets of the Group, calculated on a consolidated
basis in accordance with IFRS, excluding all intra-group items and investments in any member of the Group.


 


“Transaction
Costs” means all arm’s length, fair market and bona fide fees, commissions,
costs and expenses, and stamp, registration and other Taxes incurred by any member of the Group (including any member of the Nigeria
Group) in connection with:


 


		(a)	the
                                            Facility, the Finance Documents, any Permitted Financial Indebtedness or any Permitted Acquisition;
                                            or 



 


		(b)	the
                                            Nigeria Group Credit Facility and any indebtedness or acquisition contemplated or permitted
                                            thereunder. 



 


		20.2	Financial
                                            Condition 



 


The
Company shall ensure that: 


 


		(a)	Interest
                                            Cover Ratio 



 


On
each Quarter Date, the Interest Cover Ratio in respect of any Relevant Period shall not be less than 2.75:1. 


 


		(b)	Leverage
                                            Ratio 



 


On
each Quarter Date, the Leverage Ratio in respect of any Relevant Period shall not be greater than 4.0:1.


 
	20.3	Financial Testing


 


		(a)	The
                                            financial covenants set out in Clause 20.2 (Financial Condition) shall be calculated in accordance
                                            with IFRS and tested by reference to appropriate set of Annual Financial Statements and Quarterly
                                            Financial Statements and/or each Compliance Certificate delivered pursuant to Clause 19.2
                                            (Compliance Certificate). 








 


		(b)	For
                                            the purpose of calculating the financial covenants set out in Clause 20.2 (Financial Condition)
                                            for each of the Relevant Periods ending on a date which is less than 12 months after the
                                            date of completion of any Permitted Acquisition in relation to a person that becomes a member
                                            of the Group, EBITDA and Net Cash Finance Interest Adjusted For Leases in relation to that
                                            person acquired pursuant to such Permitted Acquisition shall be included for each full Relevant
                                            Period, annualised on a straight line basis.



 
	 	(c)	No item shall be taken into account more than once in any calculation.


 


	20.4	Equity Cure




 


		(a)	If,
                                            in the event of a breach (or in anticipation of a breach) of paragraph (a) (Interest Cover
                                            Ratio) and/or paragraph (b) (Leverage Ratio) of Clause 20.2 (Financial Condition), the Company
                                            receives the proceeds of New Shareholder Injections or New Shareholder Loans (such proceeds
                                            an “Additional Investment”)
                                            at any time prior to the date falling 20 Business Days after the final date for delivery
                                            of the Compliance Certificate in relation to such Relevant Period in respect of which such
                                            breach has occurred (or is believed will occur), Interest Cover Ratio and Leverage Ratio
                                            shall be recalculated as follows: 



 


		(i)	for
                                            the calculation of Interest Coverage Ratio, the total amount of Financial Indebtedness on
                                            which “Net Cash Finance Interest Adjusted
                                            For Leases” is calculated in respect of the Relevant
                                            Period shall be deemed to have been reduced by the entire amount of the Additional Investment;
                                            and/or 



 






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		(ii)	for
                                            the calculation of Leverage Ratio, “Net
                                            Financial Indebtedness” as at the last day of
                                            such Relevant Period shall be deemed to have been reduced by the entire amount of the Additional
                                            Investment. 



 


		(b)	If,
                                            after giving effect to the adjustments referred to in paragraph (a) above, the requirements
                                            of paragraphs (a) (Interest Cover Ratio) and/or (b) (Leverage Ratio) of Clause 20.2 (Financial
                                            Condition) are met, the requirements of paragraphs (a) (Interest Cover Ratio) and/or (b)
                                            (Leverage Ratio) of Clause 20.2 (Financial Condition) shall be deemed to have been satisfied
                                            as at the relevant original date of determination for the purposes of the Finance Documents.
                                            



 


		(c)	The
                                            relevant Additional Investment shall be applied solely for the purpose of ascertaining compliance
                                            with paragraphs (a) (Interest Cover Ratio) and/or (b) (Leverage Ratio) of Clause 20.2 (Financial Condition) and for no other reason.








 


		(d)	The
                                            rights of the Company under paragraph (a) above cannot be exercised more than two times during
                                            the life of the Facility and, where the Company exercises its rights under paragraph (a)
                                            above (a “Cure”),
                                            it shall not be permitted to exercise its rights under paragraph (a) above again during the
                                            six Months or in respect of the next two Quarter Dates following the date of exercise of
                                            a Cure. 



 


		(e)	The
                                            Company shall apply an amount equal to the amount required to cure the relevant breach in
                                            prepayment of outstanding Loans on the last day of the current Interest Period (or, if at
                                            the time of receipt there are less than five Business Days remaining in an Interest Period
                                            relating to a Loan, within five Business Days of receipt), together with accrued interest,
                                            Break Costs, and all other amounts accrued under the Finance Documents in relation thereto.
                                            



 
	 	(f)	If the amount of the Additional Investment is greater
    than the amount required to cure the relevant breach (such excess being the “Over-cure Amount”), the Company may
    elect to apply all or part of such Over-cure Amount towards curing any subsequent breach of paragraphs (a) (Interest Cover Ratio)
    and/or (b) (Leverage Ratio) of Clause 20.2 (Financial Condition) (as applicable), and such application shall (together with the rest
    of the Additional Investment) be deemed to be one exercise of the Company’s rights under paragraph (a) above, provided that
    such Over-cure Amount has not already been applied for any other purpose and remains unspent and held with an Acceptable Bank and
    not committed to be spent in any manner (other than pursuant to paragraph (h) below). For the avoidance of doubt, Over-Cure Amounts
    are subject to the restriction in paragraph (d) above.


 


		(g)	For
                                            the six-Month period commencing on the later of the date on which the proceeds of an Additional
                                            Investment are received by the Company and the date any Over-cure Amount is applied in accordance
                                            with this Clause 20.4, the Company shall not pay any dividend or other distribution to its
                                            shareholders and/or the person that provided the relevant Additional Investment. 



 


		(h)	If,
                                            at any time, an Over-cure Amount is applied towards curing a subsequent breach of paragraphs
                                            (a) (Interest Cover Ratio) and/or (b) (Leverage Ratio) of Clause 20.2 (Financial Condition)
                                            (as applicable) in accordance with paragraph (f) above, the relevant Over-cure Amount shall
                                            be applied solely for the purpose of ascertaining compliance with paragraphs (a) (Interest
                                            Cover Ratio) and/or (b) (Leverage Ratio) of Clause 20.2 (Financial Condition) and immediately
                                            thereafter, the Company shall apply the relevant excess of any Over-cure Amount in prepayment
                                            of outstanding Loans on the last day of the current Interest Period applicable to each such
                                            Loan (or, if at the time of receipt there are less than five Business Days remaining in an
                                            Interest Period relating to a Loan, within five Business Days of receipt), together with
                                            accrued interest, Break Costs, and all other amounts accrued under the Finance Documents
                                            in relation thereto. 



 






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		21.	STAMPING
                                            



 


Upon
a Default that is continuing, the Company shall within five Business Days following the request of the Facility Agent (acting on the
instructions of the Majority Lenders) provide evidence that those Finance Documents to which a Nigerian member of the Group is a party
have been stamped in Nigeria. 


 


		22.	GENERAL
                                            UNDERTAKINGS 



 
	22.1	General


 


		(a)	The
                                            Company agrees to be bound by the undertakings set out in this Clause 22 relating to it and,
                                            except where expressly agreed otherwise where an undertaking is expressed to apply to a Material
                                            Subsidiary, the Company must ensure that each Material Subsidiary which is not a Guarantor
                                            perform that undertaking. 



 


		(b)	Subject
                                            to the other provisions of this Clause 22, each Guarantor agrees to be bound by the undertakings
                                            set out in this Clause 22 expressed to be binding on an Obligor and in addition to such undertakings,
                                            each Guarantor shall comply with each of the covenants set out in Schedule 17 (Additional
                                            Covenants) to the extent applicable to it. 



 


		(c)	Without
                                            prejudice to the obligations of the Guarantors under this Agreement, the Company’s
                                            procurement obligations in respect of each Material Subsidiary contained in paragraph (b)
                                            of Clause 22.2 (Authorisations and Consents), Clause 22.3 (Compliance with Laws), Clause
                                            22.6 (Environmental Compliance), Clause 22.8 (Preservation of Assets), Clause 22.11 (Acquisitions),
                                            Clause 22.12 (Joint ventures) and Clause 22.16 (Change of business): 



 
	 	(i)	shall only apply to the extent the relevant action or inaction to be procured by the Company is not inconsistent with the obligations
of that Material Subsidiary under any Existing Material Subsidiary Debt Facility and, if the relevant Existing Material Subsidiary Debt
Facility does not contain any analogous obligation or undertaking of the relevant Material Subsidiary to the Company’s procurement
obligation in respect of any of the clauses listed above, then that procurement obligation shall not apply in relation to that Material
Subsidiary for so long as the relevant Existing Material Subsidiary Debt Facility continues in full force and effect; and


 


		(ii)	will
                                            not cause a breach of an undertaking under this Clause 22 to occur in relation to that Material
                                            Subsidiary, if any fact, event or circumstance (that would otherwise give rise to a breach
                                            of such undertaking) would not constitute or give rise to a breach of an undertaking applicable
                                            to the relevant Material Subsidiary under any Existing Material Subsidiary Debt Facility
                                            (and no Default shall arise or be deemed to arise in respect thereof). 



 


		(d)	For
                                            the avoidance of doubt, except where expressly agreed otherwise, where an undertaking is
                                            expressed to apply to a member of the Group it shall include the Guarantors. 


 






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		22.2	Authorisations
                                            and Consents 



 


Each
Obligor shall (and the Company shall ensure that each Material Subsidiary will) promptly apply for, obtain and promptly renew from time
to time and maintain in full force and effect all Authorisations, and comply with the terms of all such Authorisations, and promptly
make and renew from time to time all such filings, as may be required under any applicable law or regulation of a Relevant Jurisdiction
to: 


 


		(a)	carry
                                            out the transactions contemplated by the Finance Documents to which it is a party and to
                                            ensure that, subject to the Legal Reservations and Perfection Requirements, its obligations
                                            under the Finance Documents to which it is party are valid, legally binding and enforceable;
                                            and 



 


		(b)	carry
                                            on its business save to the extent failure to do so would not reasonably be expected to have
                                            a Material Adverse Effect. 



 


		22.3	Compliance
                                            with Laws 



 


Each
Obligor shall (and the Company shall procure that each Material Subsidiary will) comply with all laws and regulations binding upon it,
where failure to comply would be reasonably likely to have a Material Adverse Effect. 


 


		22.4	Sanctions
                                            



 


		(a)	No
                                            Obligor shall (and the Company shall procure that no Subsidiary, nor any other person acting
                                            on its or their behalf, will): 



 


		(i)	directly
                                            or indirectly, use, lend, make payments of, contribute or otherwise make available, all or
                                            any part of the proceeds of any Loan or other transaction(s) contemplated by this Agreement
                                            to finance any trade, business or other activities: 



 


		(A)	involving,
                                            or for the benefit of, any Restricted Party; or 



 


		(B)	in
                                            any other manner that would reasonably be expected to result in any Obligor, Material Subsidiary
                                            or any Finance Party being in breach of any Sanctions (if and to the extent applicable to
                                            either of them) or becoming a Restricted Party; 



 


		(ii)	engage
                                            in any transaction that evades or avoids, or has the purpose of evading or avoiding, or breaches
                                            or attempts to breach, directly or indirectly, any Sanctions; or 



 


		(iii)	fund
                                            all or part of any payment in connection with a Finance Document out of proceeds derived
                                            from any action which is in breach of any Sanctions. 








 


		(b)	The
                                            Company shall ensure that appropriate controls and safeguards are put in place designed to
                                            prevent any action being taken that would be contrary to paragraph (a) above. 



 


		(c)	Subject
                                            to paragraph (d) below, this Clause 22.4 shall not apply for the benefit of any Finance Party
                                            if and to the extent that giving, complying with or receiving the benefit of (as applicable)
                                            such undertaking results in any breach by that Finance Party of any applicable Blocking Law.
                                            



 


		(d)	In
                                            relation to each Finance Party that notifies the Facility Agent and the Company to this effect,
                                            any provision of or action required by paragraph (a) or (b) above that results in that Finance
                                            Party breaching any applicable Blocking Law will continue to apply for the benefit of that
                                            Finance Party notwithstanding such breach and accordingly paragraph (c) will not apply to
                                            that Finance Party to this degree. 



 


		22.5	Anti-Bribery
                                            and Corruption and Anti-Money Laundering 



 


		(a)	Each
                                            Obligor shall (and the Company shall procure it and that of its Subsidiaries will) conduct
                                            its business in compliance with Anti-Corruption Laws and Money Laundering Laws. 



 






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		(b)	No
                                            Obligor shall (and the Company shall procure that each member of the Group and each of its
                                            respective directors, officers and employees will) not directly, or indirectly, use all or
                                            any of the proceeds of the Facility for any purpose which would breach Anti-Corruption Laws
                                            or Money Laundering Laws. 



 


		22.6	Environmental
                                            Compliance 



 


Each
Obligor shall (and the Company shall procure that each Material Subsidiary will) comply with all applicable requirements of the Performance
Standards where failure to do so would be reasonably likely to have a Material Adverse Effect. 


 


		22.7	Pari
                                            Passu Ranking 



 


Each
Obligor shall ensure that at all times any unsecured and unsubordinated claims of a Finance Party against it under the Finance Documents
rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors except those creditors whose claims
are mandatorily preferred by laws of general application to companies. 


 


		22.8	Preservation
                                            of Assets 



 


The
Company shall (and shall procure that each Material Subsidiary will) maintain in good working order and condition (ordinary wear and
tear excepted) all of its assets in the conduct of its business where failure to do so would be reasonably likely to have a Material
Adverse Effect. 


 


		22.9	Negative
                                            Pledge 



 


		(a)	In
                                            this Clause 22.9 (Negative Pledge), “Quasi-Security”
                                            means an arrangement or transaction described in paragraph
                                            (c) below. 



 


		(b)	The
                                            Company shall not create or permit to subsist any Security over any of its assets. 



 


		(c)	The
                                            Company shall procure that no Material Subsidiary create or permit to subsist any Security
                                            or Quasi-Security over any of its assets. 



 


		(d)	The
                                            Company shall not and shall procure that no Material Subsidiary: 



 


		(i)	sell,
                                            transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased
                                            to or re-acquired by the Company; 








 


		(ii)	sell,
                                            transfer or otherwise dispose of any of its receivables on recourse terms; 



 


		(iii)	enter
                                            into any arrangement under which money or the benefit of a bank or other account may be applied,
                                            set-off or made subject to a combination of accounts; or 



 
	 	(iv)	enter into any other preferential arrangement having a similar effect, 


 


	 	in circumstances where the arrangement or transaction is entered into primarily
as a method of raising Financial Indebtedness or of financing the acquisition of an asset.




 


		(e)	Paragraphs
                                            (b), (c) and (d) above do not apply to any Security or (as the case may be) Quasi-Security,
                                            which is Permitted Security. 



 


		(f)	The
                                            Company shall (or procure that each member of the Group shall), as soon as reasonably practicable
                                            following the granting by any member of the Group of any Security in respect of the Existing
                                            RCF Agreement, grant equal and rateable Security in respect of this Agreement or offer to
                                            the Lenders such alternate Security approved by the Majority Lenders. 



 






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		22.10	Disposals
                                            



 


		(a)	Except
                                            as provided under paragraph (b) below, the Company shall not (and shall procure that each
                                            Material Subsidiary other than a Guarantor (which shall include each “Guarantor”
                                            as that term is defined in Schedule 17 (Additional Covenants) (other than the Company) will
                                            not)), either in a single transaction or in a series of transactions (whether related or
                                            not), dispose of all or any part of any asset. 



 


		(b)	Paragraph
                                            (a) above does not apply to any disposal which is a Permitted Disposal. 



 


		22.11	Acquisitions
                                            



 


		(a)	Except
                                            as provided under paragraph (b) below, the Company shall not (and shall procure that no member
                                            of the Group will) acquire any business, shares or other ownership interests in any other
                                            person. 



 


		(b)	Paragraph
                                            (a) above does not apply to a Permitted Acquisition. 



 


		22.12	Joint
                                            Ventures 



 


		(a)	Subject
                                            to paragraph (b) below, the Company shall not (and shall procure that no member of the Group
                                            will) enter into, invest in or acquire any Joint Venture. 



 


		(b)	Paragraph
                                            (a) above does not apply to, or in relation to, a Permitted Acquisition, a Permitted Transaction,
                                            a Permitted Loan, a Permitted Disposal or a Permitted Joint Venture. 



 


		22.13	Mergers
                                            



 


		(a)	The
                                            Company must not enter into any amalgamation, demerger, merger or corporate reconstruction.
                                            



 


		(b)	Paragraph
                                            (a) above does not apply to any Permitted Reorganisation. 



 


		22.14	Financial
                                            Indebtedness 



 


		(a)	The
                                            Company shall not (and shall ensure that no Material Subsidiary or Guarantor will) incur
                                            or allow to remain outstanding any Financial Indebtedness. 








 
	 	(b)	Paragraph (a) above does not apply to Permitted Financial Indebtedness.


 


		22.15	Change
                                            of Business 



 


The
Company must ensure that no substantial change is made to the general nature of the business of any Obligor or any Material Subsidiary
from that carried on at the date of this Agreement. 


 


		22.16	Loans
                                            or Credit 



 


		(a)	Except
                                            as permitted under paragraph (b) below, the Company, an Obligor or a Material Subsidiary
                                            shall not be a creditor in respect of any Financial Indebtedness. 



 


		(b)	Paragraph
                                            (a) above does not apply to: 



 


		(i)	a
                                            Permitted Loan; or 



 


		(ii)	a
                                            Permitted Transaction. 



 






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		22.17	Funding
                                            by the Company of Material Subsidiaries 



 


		(a)	If
                                            an Event of Default is continuing and has arisen solely as a result of an act or omission
                                            of the Company (and not, for the avoidance of doubt, for breach of a procurement obligation
                                            or as a result of a misrepresentation in respect of another party), the Company shall not
                                            provide any funding to any member of the Group for so long as that Event of Default is continuing,
                                            other than the proceeds of any New Shareholder Injection or New Shareholder Loan which are
                                            to be used to on lend to that member of the Group to cure any default (however described
                                            and whether through repayment, prepayment or otherwise) under any financing arrangement of
                                            that member of the Group. 



 


		(b)	If
                                            a Material Subsidiary Event of Default is continuing, the Company shall not provide any funding
                                            to the Material Subsidiary which has given rise to that Material Subsidiary Event of Default,
                                            other than any amount which is used to on-lend to that Material Subsidiary to cure that Material
                                            Subsidiary Event of Default or to cure any default (howsoever described) in relation to any
                                            financial covenant of that Material Subsidiary or any of its Subsidiaries. 



 


		22.18	Dividends
                                            and Share Redemption 



 


The
Company shall not: 


 


		(a)	declare,
                                            make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend,
                                            charge, fee or other distribution) (whether in cash or in kind) on or in respect of its share
                                            capital (or any class of its share capital); 



 


		(b)	pay
                                            or repay or allow any member of the Group to pay or repay any amounts in connection with
                                            any Financial Indebtedness owing by any member of the Group to any of the Company’s
                                            direct or indirect shareholders, other than any Financial Indebtedness in relation to which
                                            such a shareholder is a debt provider alongside, and on the same terms as, persons who are
                                            not direct or indirect shareholders of the Company. 



 


		(c)	pay
                                            or allow any member of the Group to pay any management, advisory or other fee to or to the
                                            order of any of the Company’s direct or indirect shareholders; or 



 
	 	(d)	redeem, repurchase, defease, retire or repay any of its share capital or resolve to do so, 







 


provided that the Company may (provided that
no Default is continuing or would result from any such action):


 



	 	(i)	pay any dividends declared on or prior to the date of this Agreement; and


 


		(ii)	pay
                                            or allow any member of the Group to pay any management, advisory or other fee in consideration
                                            of an arrangement entered into in the ordinary course of the Company’s (or that member
                                            of the Group’s) business and on an arm’s length terms. 



 


For
the avoidance of doubt, nothing in this Clause shall affect the ability of members of the Group to make payments between each other to
the extent otherwise permitted under this Agreement.


 
	22.19	Taxes


 


		(a)	Each
                                            Obligor shall pay and discharge all Taxes imposed upon it or its assets within the time period
                                            allowed without incurring penalties unless and only to the extent that: 



 


		(i)	such
                                            payment is being contested in good faith; 



 






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		(ii)	adequate
                                            reserves are being maintained for those Taxes; and 



 


		(iii)	such
                                            payment can be lawfully withheld and failure to pay those Taxes would not be reasonably likely
                                            to have a Material Adverse Effect. 



 


		(b)	The
                                            Company will remain resident for Tax purposes only in the jurisdiction of its incorporation
                                            or, following a Permitted Re-domiciliation, the UK or the Cayman Islands. 



 


		22.20	Auditors
                                            



 


The
Company shall have as its auditors an internationally recognised independent public accounting firm. 


 


		22.21	Financial
                                            Assistance 



 


		(a)	The
                                            Company shall comply in all respects with sections 81 and 82 of the Mauritius Companies Act
                                            2001 and any equivalent legislation in other jurisdictions including in relation to the execution
                                            of the Security Documents and payment of amounts due under this Agreement. 



 


		(b)	The
                                            Company shall not (and will procure that no member of the Group will) use the proceeds of
                                            any Loan in a manner which would, or would be reasonably likely to: 



 


		(i)	result
                                            in the guarantee or indemnity from a Guarantor under Clause 16 (Guarantee and Indemnity)
                                            constituting unlawful financial assistance for the purposes of any law applicable to the
                                            relevant Guarantor; or 



 


		(ii)	otherwise
                                            cause the guarantee or indemnity of a Guarantor under Clause 16 (Guarantee and Indemnity)
                                            to be void, avoidable, invalidated or otherwise ineffective. 



 


		22.22	Further
                                            Assurance 



 


		(a)	The
                                            Company shall promptly do all such acts or execute all such documents (including assignments,
                                            transfers, mortgages, charges, notices and instructions) as the Security Agent may reasonably
                                            specify (and in such form as the Security Agent may reasonably require in favour of the Security
                                            Agent or its nominee(s)): 








 


		(i)	to
                                            perfect the Security created or intended to be created under or evidenced by the Security
                                            Documents (which may include the execution of a mortgage, charge, assignment or other Security
                                            over all or any of the assets which are, or are intended to be, the subject of the Security)
                                            or for the exercise of any rights, powers and remedies of the Secured Parties provided by
                                            or pursuant to the Finance Documents or by law; 



 


		(ii)	to
                                            confer on the Security Agent or confer on the Secured Parties, Security over any property
                                            and assets of the Company located in any jurisdiction equivalent or similar to the Security
                                            intended to be conferred by or pursuant to the Security Documents; and/or 



 


		(iii)	to
                                            facilitate the realisation of the assets which are, or are intended to be, the subject of
                                            the Security. 



 


		(b)	The
                                            Company shall take all such action as is available to it (including making all filings and
                                            registrations) as may be necessary for the purpose of the creation, perfection, protection
                                            or maintenance of any Security conferred or intended to be conferred on the Security Agent
                                            or the Secured Parties by or pursuant to the Finance Documents. 



 






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	22.23	Amendments to Existing Material Subsidiary Debt Facility


 


		(a)	The
                                            Company shall ensure that no Material Subsidiary (including a Material Subsidiary which is
                                            also a Guarantor) will enter into: 



 


		(i)	any
                                            amendment or waiver of any Existing Material Subsidiary Debt Facility provided to it as at
                                            the date of this Agreement; or 



 
	 	(ii)	any Refinancing Facility or any amendment or waiver of any Refinancing Facility, 


 


on terms which would have the effect of shortening the
tenor, reducing the maturity or reducing the weighted average life of the relevant Existing Material Subsidiary Debt Facility or (where
applicable) the relevant Refinancing Facility to less than the tenor, maturity and/or weighted average life (as applicable) of the relevant
Existing Material Subsidiary Debt Facility as at the date of this Agreement or (or where applicable) the relevant Refinancing Facility
as at its signing date.


 


		(b)	For
                                            the avoidance of doubt, nothing in this Clause 22.23 shall: 



 


		(i)	prevent
                                            or restrict the incurrence of any Permitted Financial Indebtedness; 



 


		(ii)	prevent
                                            or restrict the issuance of the Senior Notes; 



 


		(iii)	prevent
                                            or restrict IHS (Nigeria) Limited, ITNG or INT Towers Limited from entering into or permitting
                                            to subsist the Nigeria Group Credit Facility in order to refinance amounts outstanding under
                                            certain of their existing facilities, fund capital expenditure, for general corporate and
                                            working capital purposes and to pay fees, costs and expenses relating to such facilities,
                                            provided that, the proceeds of the first utilisation of the Nigeria Group Credit Facility
                                            shall be applied in accordance with the terms of the Nigeria Group Credit Facility; or 



 


		(iv)	restrict
                                            the ability of any Material Subsidiary to make voluntary prepayments in respect of indebtedness
                                            outstanding under any Existing Material Subsidiary Debt Facility or any Refinancing Facility.
                                            






 


		22.24	Distributions
                                            



 


After
the date of this Agreement, the Company shall ensure that no Material Subsidiary (including a Material Subsidiary which is also a Guarantor)
enters into any debt financing (or amends or otherwise modifies any Existing Material Subsidiary Debt Facility or Refinancing Facility
or other debt financing) in such a way which materially restricts (or further materially restricts) the ability of a Material Subsidiary
to directly or indirectly, pay dividends or other distributions to the Company, except for restrictions: 


 


		(a)	arising
                                            under the Finance Documents, the Nigeria Group Credit Facility or the Senior Notes Indenture;
                                            



 


		(b)	arising
                                            under any debt financing of a Material Subsidiary acquired, or a Subsidiary which becomes
                                            a Material Subsidiary, after the date of this Agreement, provided such debt financing is
                                            incurred (and is on terms, insofar as relevant to the ability of a Material Subsidiary to
                                            directly or indirectly pay dividends or other distributions to the Company, existing): 



 


		(i)	immediately
                                            prior to the closing date of such acquisition, in the case of any such acquired Material
                                            Subsidiary; or 



 






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		(ii)	in
                                            relation to any Subsidiary that becomes a Material Subsidiary, at any time prior to the date
                                            on which such Subsidiary becomes a Material Subsidiary; 



 


		(c)	arising
                                            under any refinancing of any debt financing or Financial Indebtedness referred to in paragraph
                                            (a) or paragraph (b) above, provided that the restrictions are not materially worse, taken
                                            as a whole, than those restrictions in the debt facility being refinanced; 



 


		(d)	arising
                                            by operation of law or regulation; 



 


		(e)	(in
                                            the case of amendments to any Existing Material Subsidiary Debt Facility made after the date
                                            of this Agreement or Refinancing Facility in relation to that Existing Material Subsidiary
                                            Debt Facility) not materially worse, taken as a whole, than the restrictions applicable on
                                            that Material Subsidiary under the relevant Existing Material Subsidiary Debt Facility in
                                            force at the date of this Agreement; 



 


		(f)	(in
                                            the case of any Refinancing Facility) not materially worse, taken as a whole, than the restrictions
                                            applicable on that Material Subsidiary under the relevant Existing Material Subsidiary Debt
                                            Facility in force as at the date of this Agreement under the Existing Material Subsidiary
                                            Debt Facility that has been refinanced; and/or 



 


		(g)	arising
                                            under the terms of any debt financing of a Material Subsidiary where the relevant Material
                                            Subsidiary has no obligation to repay principal thereunder for a certain period (a “Principal
                                            Repayment Exception Period”), provided that:
                                            



 


		(i)	such
                                            Principal Repayment Exception Period does not extend for more than three years after the
                                            first utilisation date of the relevant financing; 



 


		(ii)	such
                                            restrictions only apply for as long as the duration of the Principal Repayment Exception
                                            Period; and 



 


(iii)


 
	 	(A)	in the case of a Subsidiary which is a Material Subsidiary at the date of this Agreement (and for so long as it is a Material Subsidiary),
to the extent that the relevant Material Subsidiary receives funds (directly or indirectly) from a Utilisation, that Material Subsidiary
(and its Holding Companies that are Subsidiaries of the Company) are able to make distributions (directly or indirectly) to the Company
in cash in an amount at least equal to the amount of that Utilisation; or





 
	 	(B)	in the case of any other Material Subsidiary, to the extent that the relevant Material Subsidiary receives funds (directly or indirectly)
from a Utilisation, that Material Subsidiary or other members of the Group are able to make distributions (directly or indirectly) to
the Company in cash in an amount at least equal to the amount of that Utilisation, 


 


and, for the purposes of this Clause, the phrase “taken
as a whole” shall be applied to the amended or new terms on a continuing and time to time basis by reference to the terms of the
relevant Existing Material Subsidiary Debt Facility or debt facility referred to in paragraph (b) above.


 






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		22.25	Excluded
                                            Subsidiaries 



 


The
Company shall ensure that, the Excluded Subsidiaries do not acquire or own, legally or beneficially, any assets in excess of USD25,000,000
(or its equivalent in any other currency or currencies) in aggregate, incur any Financial Indebtedness or other liabilities and otherwise
are not parties to any transactions and do not trade at any time. 


 


		22.26	Conditions
                                            Subsequent 



 


		(a)	The
                                            Company shall procure that: 



 


		(i)	each
                                            Nigeria Obligor (as that term is defined in Schedule 17 (Additional Covenants)) shall become
                                            a Guarantor in accordance with Clause 27.2 (Guarantors) promptly (and in any event within
                                            ten Business Days) after the earlier of (1) the date on which the New Senior Notes Indenture
                                            is entered into and (2) the date on which the Senior Notes (2025) are refinanced in whole
                                            or part; and 



 
	 	(ii)	each Subsequent Bond Obligor becomes a Guarantor in accordance with Clause 27.2 (Guarantors) promptly (and in any event within ten Business
Days) after the date that Subsequent Bond Obligor becomes a guarantor in respect of the Senior Notes or an issuer or guarantor in respect
of the New Senior Notes (as applicable), 


 


in each case, provided that (subject to paragraph (b) below), no such entity shall be required
to become a Guarantor to the extent it would be unlawful or illegal to do so.


 
	 	(b)	To the extent it is or would be unlawful or illegal for a Nigeria Obligor (as that term is defined in Schedule 17 (Additional Covenants))
or a Bond Obligor (as applicable) to become or remain a Guarantor, the Company shall (and shall procure that the relevant entity shall)
use all reasonable endeavours to overcome and/or avoid any such illegality or unlawfulness, including, without limitation:


 


		(i)	carrying
                                            out any financial assistance “whitewash” or other similar procedure; and/or 



 


		(ii)	obtaining
                                            (or procuring) all relevant corporate authorisations to enable that Nigeria Obligor (as that
                                            term is defined in Schedule 17 (Additional Covenants)) or Bond Obligor (as applicable) lawfully
                                            to enter into, exercise its rights and comply with its obligations as a Guarantor under this
                                            Agreement). 



 


		(c)	The
                                            Company shall ensure that all necessary steps to comply with the Perfection Requirements
                                            in relation to the Security Documents are carried out within the maximum applicable time
                                            period for compliance therewith provided for under applicable law and/or regulation. 



 
	23.	EVENTS OF DEFAULT


 


		23.1	Events
                                            of Default 



 


Each
of the events or circumstances set out in this Clause (other than Clause 23.18 (Acceleration) and Clause 23.19 (Clean-up Period)), and
in Schedule 18 (Additional Events of Default) to the extent applicable to the Guarantors that are members of the Nigeria Group (as that
term is defined in Schedule 17 (Additional Covenants)), is an Event of Default. 


 


		23.2	Non-Payment
                                            



 


The
Company does not pay on the due date any amount payable pursuant to a Finance Document, or a Guarantor does not pay on the due date any
amount payable by it pursuant to a Finance Document, in each case in the manner and at the place and in the currency in which it is expressed
to be payable, unless: 


 


		(a)	its
                                            failure to pay is caused by: 



 


		(i)	administrative
                                            or technical error; or 



 






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		(ii)	a
                                            Disruption Event; and 



 


		(b)	payment
                                            is made within five Business Days of its due date. 



 


		23.3	Financial
                                            Covenants 



 


Any
requirement of Clause 20 (Financial Covenants) is not satisfied. 


 


		23.4	Other
                                            Obligations 



 


		(a)	Subject
                                            to paragraph (d) of Clause 22.1 (General), an Obligor does not comply with any provision
                                            of the Finance Documents applicable to it (other than those referred to in Clause 23.2 (Non-Payment),
                                            Clause 23.3 (Financial Covenants), paragraph (c) of Clause 18.2 (Status), Clause 22.4 (Sanctions),
                                            Clause 22.5 (Anti-Bribery and Corruption and Anti-Money Laundering). 



 


		(b)	No
                                            Event of Default under paragraph (a) above will occur if the failure to comply is capable
                                            of remedy and is remedied within 20 Business Days of the earlier of the Facility Agent giving
                                            notice to the Company of the failure to comply and the Company or relevant Obligor becoming
                                            aware of the failure to comply (provided that this paragraph (b) shall not apply in relation
                                            to any failure to comply constituting a Clean-up Default in respect of which none of the
                                            exceptions in paragraph (b) of Clause 23.19 (Clean-up Period) apply)). 



 


		23.5	Misrepresentation
                                            



 


Any
representation, warranty or statement made or deemed to be made by an Obligor in the Finance Documents or in any other document delivered
by or on behalf of an Obligor under or in connection with any Finance Document (other than under or in connection with paragraph (c)
of Clause 18.2 (Status), Clause 18.20 (Sanctions) or Clause 18.21 (Anti-Bribery and Corruption Laws)) is or proves to have been incorrect
or misleading in any material respect when made or deemed to be made, unless (except to the extent such misrepresentation, breach of
warranty or misstatement constitutes a Clean-up Default in respect of which none of the exceptions in paragraph (b) of Clause
23.19 (Clean-up Period) apply)) the circumstances giving rise to the misrepresentation, breach of warranty or misstatement:


 


		(a)	are
                                            capable of remedy; and 



 


		(b)	are
                                            remedied within 20 Business Days of the earlier of the Facility Agent giving notice of the
                                            misrepresentation, breach of warranty or misstatement to the Company and the Company or relevant
                                            Obligor becoming aware of the misrepresentation, breach of warranty or misstatement. 



 


		23.6	Cross-Default
                                            



 


Any
of the following occurs in respect of the Company: 


 


		(a)	any
                                            of its Financial Indebtedness is not paid when due (after the expiry of any originally applicable
                                            grace period); 



 


		(b)	any
                                            of its Financial Indebtedness (excluding any Financial Indebtedness falling within paragraph
                                            (j) of that definition when the underlying obligation is in respect of a member of the Group)
                                            is declared to be or otherwise becomes due and payable before its specified maturity as a
                                            result of an event of default (however described); or 



 






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	 	(c)	any of its creditors becomes entitled to declare any of its Financial Indebtedness (excluding any Financial Indebtedness falling within
paragraph (j) of that definition when the underlying obligation is in respect of a member of the Group) due and payable before its specified
maturity as a result of any event of default (however described), 


 


unless the aggregate amount of Financial Indebtedness or commitment
for Financial Indebtedness falling within all or any of paragraphs (a) to (c) above is less than USD75,000,000 (or its equivalent in
any other currency or currencies).


 
	23.7	Insolvency


 


		(a)	The
                                            Company: 



 


		(i)	is
                                            unable or admits inability to pay its debts as they fall due; 



 


		(ii)	suspends
                                            making payments on any of its debts; or 



 


		(iii)	by
                                            reason of actual or anticipated financial difficulties, commences negotiations with one or
                                            more of its creditors (excluding any Finance Party in its capacity as such) with a view to
                                            rescheduling any of its indebtedness. 



 


		(b)	The
                                            value of the assets of the Company is less than its liabilities (taking into account contingent
                                            and prospective liabilities). 



 


		(c)	A
                                            moratorium is declared in respect of any indebtedness of the Company. 



 


		23.8	Insolvency
                                            Proceedings 



 


		(a)	Any
                                            corporate action, legal proceedings or other procedure or step is taken in relation to: 



 


		(i)	the
                                            suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration
                                            or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of
                                            the Company other than a solvent liquidation or reorganisation (including, for the avoidance
                                            of doubt, a Permitted Re-domiciliation); 








 


		(ii)	a
                                            composition, compromise, assignment or arrangement with any creditor of the Company; 



 


		(iii)	the
                                            appointment of a liquidator, receiver, administrative receiver, administrator, compulsory
                                            manager or other similar officer in respect of the Company or its assets; 



 


		(iv)	enforcement
                                            of any Security over any assets of the Company; or 



 


		(v)	any
                                            analogous procedure or step is taken in any jurisdiction. 



 


		(b)	This
                                            Clause 23.8 shall not apply to (i) any winding-up petition which is frivolous or vexatious
                                            or which is being contested in good faith, and, in each case, is discharged, stayed or dismissed
                                            within 40 Business Days of commencement or (ii) any step or procedure which is a Permitted
                                            Reorganisation. 



 


		23.9	Creditors’
                                            Process or Expropriation 



 


Any
expropriation, seizure, nationalisation, compulsory acquisition, attachment, sequestration, distress, execution or any analogous event
having an aggregate value of at least USD100,000,000 (or its equivalent in any other currency) affects any asset or assets of the Group
and is not discharged within 40 Business Days. 


 






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		23.10	Cessation
                                            of Business 



 


An
Obligor ceases, or threatens to cease, to carry on all or a material part of its business except as a result of any disposal not prohibited
under this Agreement. 


 


		23.11	Invalidity
                                            and Unlawfulness 



 


		(a)	Subject
                                            to the Legal Reservations and the Perfection Requirements at any time it is or becomes unlawful
                                            for any Obligor to perform any of its material obligations under any of the Finance Documents
                                            or any Security created or expressed to be created by the Security Documents ceases to be
                                            effective. 



 


		(b)	Any
                                            obligation or obligations of any Obligor under any Finance Document is or are not or cease
                                            or ceases to be (subject to the Legal Reservations and the Perfection Requirements) legal,
                                            valid, binding or enforceable and the cessation individually or cumulatively materially adversely
                                            affects the interests of the Finance Parties under the Finance Documents. 



 


		(c)	Subject
                                            to the Legal Reservations and Perfection Requirements, any Finance Document ceases to be
                                            in full force and effect or any Security ceases to be legal, valid, binding, enforceable
                                            or effective or is alleged by a party to it (other than a Finance Party) to be ineffective.
                                            



 


		23.12	Repudiation
                                            and Rescission of Agreements 



 


Any
Obligor rescinds or purports to rescind or repudiates or purports to repudiate a Finance Document to which it is a party. 


 


		23.13	Material
                                            Adverse Change 



 


At
any time after the date of this Agreement, any event or series of events occurs which has or would be reasonably likely to have a Material
Adverse Effect. 


 








		23.14	Failure
                                            to Comply with Court Judgment 



 


An
Obligor fails to comply with or pay by the required time any sum due from it under any final judgment or any final order made or given
by a court, in each case of competent jurisdiction, having a value of at least USD50,000,000 (or its equivalent in any other currency).



 


		23.15	Litigation 



 


Any
litigation, arbitration, administrative, governmental, regulatory or other investigations, proceedings or disputes is commenced or threatened
against an Obligor or its assets which is reasonably likely to be adversely determined and, if adversely determined, would be reasonably
likely to have a Material Adverse Effect. 


 


		23.16	Auditor’s Qualification
                                            



 


The
Auditors qualify their report on the audited financial statements of the Company (a) on the grounds that the Auditors are unable to prepare
those financial statements on a going concern basis (other than where such qualification arises solely because of a potential breach
of the financial covenants in Clause 20.2 (Financial Condition), (b) where that qualification is otherwise in terms or as to issues which
could otherwise reasonably be expected to be (individually or cumulatively) materially adverse to the interests of the Finance Parties
under the Finance Documents or (c) by reason of failure to disclose material information or materially inaccurate disclosure. 


 






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		23.17	Revocation of Material Authorisation
                                            



 


A
material licence or Authorisation of an Obligor or a Material Subsidiary has been revoked or ceases to be in full force as a result of
a final definitive judgement. 


 


		23.18	Acceleration 



 


If
an Event of Default is continuing, the Facility Agent may, and must if so instructed by the Majority Lenders, by notice to the Company:



 


		(a)	cancel
all or part of the Total Commitments;



 


		(b)	declare
                                            that all or part of the Loans, together with accrued interest, and all other amounts accrued
                                            or outstanding under the Finance Documents be immediately due and payable; 



 


		(c)	declare
                                            that all or part of the Loans, together with accrued interest, and all other amounts accrued
                                            or outstanding under the Finance Documents be payable on demand by the Facility Agent acting
                                            on the instructions of the Majority Lenders; and/or 



 


		(d)	exercise
                                            or direct the Security Agent to exercise any or all of its rights, powers, authorities, discretions
                                            or remedies under the Finance Documents. 



 


Any
such notice will take effect in accordance with its terms.


 


	23.19	Clean-up Period




 


		(a)	Notwithstanding
                                            any other provision of any Finance Document, in respect of any Permitted Acquisition made
                                            after the date of this Agreement, during the period from the date of closing (however defined)
                                            of that Permitted Acquisition to the date falling 90 days thereafter (the “Clean-up
                                            Period”), if any matter or
                                            circumstance that exists exclusively in respect of any entity which is the direct or indirect
                                            subject of the relevant Permitted Acquisition (and which matter or circumstance exists prior
                                            to or on (but not after) the date of the closing (howsoever defined) of  the relevant
                                            Permitted Acquisition) would constitute a breach of representation or warranty, a breach
                                            of covenant or a Default (in each case, a “Clean-up Default”)
                                            then:








  


		(i)	promptly
                                            upon becoming aware of its occurrence, the Company shall notify the Facility Agent of that
                                            Clean-up Default and the related event or circumstance (and the steps, if any, being taken
                                            to remedy it); and 



 


		(ii)	subject
                                            to paragraph (b) below, during the Clean-up Period that Clean-up Default shall not constitute
                                            a Default. 



 


		(b)	Paragraph
                                            (a) above shall not apply with respect to any Clean-up Default that: 



 


		(i)	is
                                            not capable of remedy; 



 


		(ii)	is
                                            capable of remedy but reasonable steps are not being taken to remedy it; 



 


		(iii)	has
                                            been procured by or approved by the Company; or 



 


		(iv)	could
                                            reasonably be expected to have a Material Adverse Effect. 



 


		(c)	If
                                            the relevant circumstances are continuing on or after the end of the Clean-up Period, there
                                            shall be a breach of representation or warranty, breach of covenant or Default, as the case
                                            may be notwithstanding the above (and without prejudice to the rights and remedies of the
                                            Finance Parties). 



 






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		(d)	If
                                            a Clean-up Default is continuing in relation to a Material Subsidiary, during the period
                                            until the earlier of the end of the relevant Clean-up Period and the relevant Clean-up Default
                                            ceasing to continue, any Subsidiary which ceased or would cease to be a Material Subsidiary
                                            as a result of the relevant Permitted Acquisition, by operation of the definition of Material
                                            Subsidiary, shall continue to be a Material Subsidiary. 



 


	24.  	SECURITY




 


	24.1	Security Agent as Holder of Security




 


		(a)	In
                                            this Clause 24.1 (Security Agent as Holder of Security): 



 


“Secured Party Claim”
means any amount which an Obligor owes to a Secured Party under or in connection
with the Finance Documents. 


 


“Security Agent Claim”
has the meaning given to it in paragraph (c) below. 


 


		(b)	Unless
                                            expressly provided to the contrary in any Finance Document, the Security Agent declares that
                                            it holds any security created by a Security Document and the proceeds of that security on
                                            trust for the Secured Parties on the terms contained in this Agreement. 



 


		(c)	Each
                                            Obligor must pay the Security Agent, as an independent and separate creditor, an amount equal
                                            to each Secured Party Claim on its due date (each a “Security Agent Claim”).
                                            



 


		(d)	Unless
                                            expressly provided to the contrary in any Finance Document, the Security Agent holds: 



 


		(i)	any
                                            security created by a Security Document; 



 


		(ii)	the
                                            benefit of any Security Agent Claims; and 



 


		(iii)	any
                                            proceeds of the security, 



 





for
the benefit, and as the property, of the Secured Parties and so that they are not available to the personal creditors of the Security
Agent.


 


		(e)	Each
                                            Security Agent Claim is created on the understanding that the Security Agent must: 



 


		(i)	share
                                            the proceeds of each Security Agent Claim with the other Secured Parties; and 



 


		(ii)	pay
                                            those proceeds to the Secured Parties, 



 


in
accordance with Clause 29 (Application of Proceeds).


 


		(f)	The
                                            Security Agent may enforce performance of any Security Agent Claim in its own name as an
                                            independent and separate right. This includes any suit, execution, enforcement of security,
                                            recovery of guarantees and applications for and voting in respect of any kind of insolvency
                                            proceeding. 



 


		(g)	Each
                                            Secured Party must, at the request of the Security Agent, perform any act required in connection
                                            with the enforcement of any Security Agent Claim. This includes joining in any proceedings
                                            as co-claimant with the Security Agent. 



 


		(h)	Unless
                                            the Security Agent fails to enforce a Security Agent Claim within a reasonable time after
                                            its due date, a Secured Party may not take any action to enforce the corresponding Secured
                                            Party Claim unless it is requested to do so by the Security Agent. 



 






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		(i)	Each
                                            Obligor irrevocably and unconditionally waives any right it may have to require a Secured
                                            Party to join in any proceedings as co-claimant with the Security Agent in respect of any
                                            Security Agent Claim. 



 


		(j)	(i)	Discharge
                                            by an Obligor of a Secured Party Claim will discharge the corresponding Security Agent Claim
                                            in the same amount.



 


		(ii)	Discharge
                                            by an Obligor of a Security Agent Claim will discharge the corresponding Secured Party Claim
                                            in the same amount. 



 


		(k)	The
                                            aggregate amount of the Security Agent Claims will never exceed the aggregate amount of Secured
                                            Party Claims. 



 


		(l)	(i)	A
                                            defect affecting a Security Agent Claim against an Obligor will not affect any Secured Party
                                            Claim.



 


		(ii)	A
                                            defect affecting a Secured Party Claim against an Obligor will not affect any Security Agent
                                            Claim. 



 


		(m)	If
                                            the Security Agent returns to any Obligor, whether in any kind of insolvency proceedings
                                            or otherwise, any recovery in respect of which it has made a payment to a Secured Party,
                                            that Secured Party must repay an amount equal to that recovery to the Security Agent. 



 


		24.2	No
                                            Responsibility to Perfect Security 



 


The
Security Agent will not be liable to any Party or any other person for any failure to perfect or protect any Security created under any
Security Document including any failure to: 


 


		(a)	require
                                            the deposit with it of any deed or document certifying, representing or constituting the
                                            title of any Obligor to any Security Asset (and the Security Agent may allow any bank providing
                                            safe custody services or any professional adviser to the Security Agent to retain any such
                                            deed or document in its possession); 



  





		(b)	obtain
                                            any licence, consent or other authority for the execution, delivery, legality, validity,
                                            enforceability or admissibility in evidence of any Security Document or any Security created
                                            under any Security Document; 



 


		(c)	register,
                                            file or record or otherwise protect its rights under any Security Document (or the priority
                                            of any Security created under any Security Document) under any law or regulation or to give
                                            notice to any person of the execution of any Security Document or the existence of any such
                                            Security; 



 


		(d)	take,
                                            or to require any Obligor to take, any step to perfect its title to any Security Asset or
                                            to render any Security created under any Security Document effective or to secure the creation
                                            of any ancillary Security under any law or regulation; or 



 


		(e)	require
                                            any further assurance in relation to any Security Document. 



 


		24.3	Insurance by Security Agent 



 


		(a)	The
                                            Security Agent will not be obliged: 



 


		(i)	to
                                            insure any of the Security Assets; 



 


		(ii)	to
                                            require any other person to maintain any insurance; or 



 






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		(iii)	to
                                            verify any obligation to arrange or maintain insurance contained in any Finance Document,
                                            



 


and
the Security Agent will not be liable for any cost, loss or liability whatsoever any person incurs or any diminution in value arising
as a result of the lack of, or inadequacy of, any such insurance.


 


		(b)	Where
                                            the Security Agent is named on any insurance policy as an insured party, it will not be liable
                                            for any cost, loss or liability whatsoever any person incurs or any diminution in value arising
                                            as a result of the Security Agent’s failure to notify the insurers of any material
                                            fact relating to the risk assumed by the insurers or any other information of any kind, unless
                                            the Majority Lenders request it to do so in writing and the Security Agent fails to do so
                                            within 14 days after receipt of that request. 



 


		24.4	Acceptance
                                            of Title 



 


The
Security Agent may accept without enquiry, and will not be obliged to investigate, any right or title any Obligor may have to any Security
Asset and will not be liable for, or bound to require any Obligor to remedy, any defect in its right or title. 


 


		24.5	Release
                                            of Security 



 


		(a)	If
                                            a Guarantor: 



 


		(i)	ceases
                                            to be a member of the Group; or 



 


		(ii)	is
                                            released from its obligations under the Finance Documents, 



 


in
a manner permitted or not prohibited under the Finance Documents, any Security created by that Guarantor over its assets under the Security
Documents will be released.


 


		(b)	If
                                            a disposal of any asset subject to a Security created by a Security Document is made in the
                                            following circumstances: 



 





		(i)	the
                                            disposal is allowed by the terms of the Finance Documents and will not result in, or could
                                            not reasonably be expected to result in, any Default; 



 


		(ii)	all
                                            Lenders agree to the disposal; 



 


		(iii)	the
                                            disposal is being made at the request of the Security Agent in circumstances where any Security
                                            created by the Security Documents has become enforceable; or 



 


		(iv)	the
                                            disposal is being effected by enforcement of a Security Document, 



 


the
asset being disposed of (and, in the case of a disposal of shares in a Guarantor which results in it ceasing to be a member of the Group,
all of the assets of that Guarantor) will be released from any Security over it created by a Security Document. However, the proceeds
of any disposal (or an amount corresponding to them) must be applied in accordance with the requirements of the Finance Documents (if
any).


 


		(c)	Any
                                            release under this Clause 24.5 (Release of Security) will not become effective until the
                                            date of the relevant disposal or otherwise in accordance with the consent of the Majority
                                            Lenders. 



 


		(d)	If
                                            a disposal is not made, then any release relating to that disposal will have no effect, and
                                            the obligations of the Obligors under the Finance Documents will continue in full force and
                                            effect. 



 






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		(e)	If
                                            the Security Agent is instructed by the Facility Agent that a release is allowed under this
                                            Clause 24.5 (Release of Security), (at the request and expense of the relevant Obligor) each
                                            Finance Party must enter into any document and do all such other things which are reasonably
                                            required to achieve that release. Each other Finance Party irrevocably authorises the Security
                                            Agent to enter into any such document. 



 


		24.6	Certificate
                                            of Non-Crystallisation 



 


The
Security Agent may, at the cost and request of the Company, issue certificates of non-crystallisation. 


 


		24.7	Enforcement
                                            Through Security Agent Only 



 


The
Finance Parties have no independent power to enforce, and no recourse to, any of the Security Documents or to exercise any right, power,
authority or discretion arising under the Security Documents except through the Security Agent. 


 


		24.8	Information
                                            for Security Agent 



 


Each
Finance Party and each Obligor must supply the Security Agent with any information that the Security Agent may reasonably specify as
being necessary or desirable to enable it to perform its functions as Security Agent. 


 


	25.  	    CHANGES TO THE LENDERS




 


		25.1	Assignments
                                            and Transfers by the Lenders 



 


Subject
to the other provisions of this Clause and Clause 26 (Restriction on Debt Purchase Transactions), a Lender (the “Existing
Lender”) may: 


 


		(a)	assign
                                            any of its rights; or 



 


		(b)	transfer
                                            by novation any of its rights and obligations, 



 





under
the Finance Documents to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established
for the purpose of making, purchasing or investing in loans, securities or other financial assets (the “New Lender”).


 


	25.2	Conditions of Assignment or Transfer




 


		(a)	The
                                            consent of the Company is required for an assignment or transfer unless the assignment or
                                            transfer is: 



 


		(i)	to
                                            another Lender or an Affiliate of a Lender; 



 


		(ii)	if
                                            the Existing Lender is a fund, to a fund which is a Related Fund of the Existing Lender;
                                            



 


		(iii)	to
                                            an entity included on the White List; or 



 


		(iv)	effected
                                            at a time when an Event of Default is continuing. 



 


		(b)	The
                                            Facility Agent has no obligation to verify that the conditions set out in paragraph (a) above
                                            have been satisfied. 



 






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		(c)	Notwithstanding
                                            the above or any other provisions of this Agreement, an Existing Lender must obtain the prior
                                            written consent of the Company (to be granted in its absolute discretion) before entering
                                            into any assignment, transfer, sub-participation or derivative transaction (which transfers
                                            any discretion with regard to the exercise of voting rights) with or in favour of any person
                                            that is a Trade Competitor at the time of such assignment, transfer, sub-participation or
                                            derivative transaction. 



 


For
this purpose “Trade Competitor” means a person, or an
Affiliate of such person, where such person’s primary business, or a material portion of such person’s business, is substantially
the same as the business of the Company, including the business of passive telecommunication infrastructure. 


 


		(d)	Except
                                            in the case of paragraph (c) above, the consent of the Company to an assignment or transfer
                                            (if required) must not be unreasonably withheld or delayed. The Company will be deemed to
                                            have given its consent ten Business Days after the Company is given notice of the request
                                            unless consent is expressly refused by the Company within that time. 



 


		(e)	Unless
                                            the Company and the Facility Agent otherwise agree, a transfer of part of a Commitment or
                                            of part of its rights and obligations under this Agreement by an Existing Lender must be
                                            in a minimum amount of USD1,000,000 or, if the Commitment of an Existing Lender is less than
                                            USD1,000,000, the whole amount of that Existing Lender’s Commitment. 



 


		(f)	An
                                            assignment will only be effective on: 



 


		(i)	receipt
                                            by the Facility Agent (whether in the Assignment Agreement or otherwise) of written confirmation
                                            from the New Lender (in form and substance satisfactory to the Facility Agent) that the New
                                            Lender will, in relation to the assigned rights, assume obligations to the other Parties
                                            equivalent to those it would have been under if it had been an Original Lender; and 



 


		(ii)	performance
                                            by the Facility Agent of any “know your customer” checks or other similar checks
                                            required under any applicable law or regulation in relation to such assignment to a New Lender,
                                            the completion of which the Facility Agent must notify to the Existing Lender and the New
                                            Lender promptly. 








 





		(g)	A
                                            transfer will only be effective if the procedure set out in Clause 25.5 (Procedure for Transfer)
                                            is complied with. 



 


		(h)	If:
                                            



 


		(i)	a
                                            Lender assigns or transfers any of its rights or obligations under the Finance Documents
                                            or changes its Facility Office; and 



 


		(ii)	as
                                            a result of circumstances existing at the date the assignment, transfer or change occurs,
                                            an Obligor would be obliged to make a Tax Payment or a payment relating to Increased Costs,
                                            



 


then
the relevant Obligor is only obliged to make that Tax Payment or payment relating to Increased Costs to the same extent that it would
have been obliged to pay if the assignment, transfer or change had not occurred.


 


		(i)	Each
                                            New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms
                                            that: 



 


		(i)	the
                                            Facility Agent has authority to execute on its behalf any amendment or waiver that has been
                                            approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement
                                            on or before the date on which the transfer or assignment becomes effective in accordance
                                            with this Agreement; and 



 






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		(ii)	it
                                            is bound by that decision to the same extent as the Existing Lender would have been had it
                                            remained a Lender. 



 


		25.3	Assignment
                                            or Transfer Fee 



 


Unless
the Facility Agent otherwise agrees, a New Lender must, on or before the date on which an assignment or transfer takes effect, pay to
the Facility Agent (for its own account) a fee of USD3,000. 


 


		25.4	Limitation
                                            of Responsibility of Existing Lenders 



 


		(a)	Unless
                                            expressly agreed to the contrary, an Existing Lender makes no representation or warranty
                                            and assumes no responsibility to a New Lender for: 



 


		(i)	the
                                            legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or
                                            any other documents; 



 


		(ii)	the
                                            financial condition of any Obligor; 



 


		(iii)	the
                                            performance and observance by any Obligor of its obligations under the Finance Documents
                                            or any other documents; or 



 


		(iv)	the
                                            accuracy of any statements (whether written or oral) made in or in connection with any Finance
                                            Document or any other document, 



 


and
any representations or warranties implied by law are excluded.


 


		(b)	Each
                                            New Lender confirms to the Existing Lender and the other Finance Parties that it: 



 


		(i)	has
                                            made (and must continue to make) its own independent investigation and assessment of the
                                            financial condition and affairs of each Obligor and its related entities (including the nature
                                            and extent of any recourse against any Party or its assets) in connection with its
participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection
with any Finance Document; and








 


		(ii)	will
                                            continue to make its own independent appraisal of the creditworthiness of each Obligor and
                                            its related entities whilst any amount is or may be outstanding under the Finance Documents
                                            or any Commitment is in force. 



 


		(c)	Nothing
                                            in any Finance Document obliges an Existing Lender to: 



 


		(i)	accept
                                            a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned
                                            or transferred under this Clause; or 



 


		(ii)	support
                                            any losses directly or indirectly incurred by the New Lender by reason of the non-performance
                                            by any Obligor of its obligations under the Finance Documents or otherwise. 



 


		25.5	Procedure
                                            for Transfer 



 


		(a)	Subject
                                            to the conditions set out in Clause 25.2 (Conditions of Assignment or Transfer), a transfer
                                            is effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise
                                            duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender.
                                            The Facility Agent must, subject to paragraph (b) below, as soon as reasonably practicable
                                            after receipt by it of a duly completed Transfer Certificate appearing on its face to comply
                                            with the terms of this Agreement, execute that Transfer Certificate. 



 






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		(b)	The
                                            Facility Agent is only obliged to execute a Transfer Certificate delivered to it by the Existing
                                            Lender and the New Lender once it is satisfied with the results of any “know your customer”
                                            checks or other similar checks required under any applicable law or regulation in relation
                                            to the transfer to such New Lender. 



 


		(c)	Subject
                                            to Clause 25.9 (Pro Rata Interest Settlement), on the Transfer Date: 



 


		(i)	to
                                            the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation
                                            its rights and obligations under the Finance Documents each of the Obligors and the Existing
                                            Lender will be released from further obligations towards one another under the Finance Documents
                                            and their respective rights against one another under the Finance Documents will be cancelled
                                            (being the “Discharged Rights and Obligations”);
                                            



 


		(ii)	each
                                            of the Obligors and the New Lender will assume obligations towards one another and/or acquire
                                            rights against one another which differ from the Discharged Rights and Obligations only insofar
                                            as that Obligor and the New Lender have assumed and/or acquired the same in place of that
                                            Obligor and the Existing Lender; 



 


		(iii)	each
                                            Administrative Party, the New Lender and other Lenders will acquire the same rights and assume
                                            the same obligations between themselves as they would have acquired and assumed had the New
                                            Lender been an Original Lender with the rights and/or obligations acquired or assumed by
                                            it as a result of the transfer and to that extent each Administrative Party and the Existing
                                            Lender will each be released from further obligations to each other under the Finance Documents;
                                            and 



 


		(iv)	the
                                            New Lender will become a Party as a “Lender.” 



 


		(d)	Each
                                            Party (other than the Existing Lender and the New Lender) irrevocably authorises the Facility
                                            Agent to enter into and deliver any duly completed Transfer Certificate on its behalf. 



 





	25.6	Procedure for Assignment




 


		(a)	Subject
                                            to the conditions set out in Clause 25.2 (Conditions of Assignment or Transfer), an assignment
                                            may be effected in accordance with paragraph (c) below when the Facility Agent executes an
                                            otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and
                                            the New Lender. The Facility Agent must, subject to paragraph (b) below, as soon as reasonably
                                            practicable after receipt by it of a duly completed Assignment Agreement appearing on its
                                            face to comply with the terms of this Agreement and delivered in accordance with the terms
                                            of this Agreement, execute that Assignment Agreement. 



 


		(b)	The
                                            Facility Agent is only obliged to execute an Assignment Agreement delivered to it by the
                                            Existing Lender and the New Lender once it is satisfied with the results of any “know
                                            your customer” checks or other similar checks required under any applicable law or
                                            regulation in relation to the assignment to such New Lender. 



 


		(c)	Subject
                                            to Clause 25.9 (Pro Rata Interest Settlement), on the Transfer Date: 



 


		(i)	the
                                            Existing Lender will assign absolutely to the New Lender the rights under the Finance Documents
                                            expressed to be the subject of the assignment in the Assignment Agreement; 



 


		(ii)	the
                                            Existing Lender will be released by each Obligor and the other Finance Parties from the obligations
                                            owed by it (the “Relevant Obligations”)
                                            and expressed to be the subject of the release in the Assignment Agreement; 



 






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		(iii)	the
                                            New Lender will become a Party as a Lender and
                                            will be bound by obligations equivalent to the Relevant Obligations; 



 


		(iv)	if
                                            the assignment relates only to part of the Existing Lender’s participation in the outstanding
                                            Loans that part will be separated from the Existing Lender’s participation in the outstanding
                                            Loans, made an independent debt and assigned to the New Lender as a whole debt; and 



 


		(v)	the
                                            Facility Agent’s execution of the Assignment Agreement as agent for the Company will
                                            constitute notice to the Company of the assignment. 



 


		(d)	Each
                                            Party (other than the Existing Lender and the New Lender) irrevocably authorises the Facility
                                            Agent to enter into and deliver any duly completed Assignment Agreement on its behalf. 



 


		(e)	Lenders
                                            may utilise procedures other than those set out in this Clause 25.6 (Procedure for Assignment)
                                            to assign their rights under the Finance Documents (but not, without the consent of the relevant
                                            Obligor or unless in accordance with Clause 25.5 (Procedure for Transfer), to obtain a   release
                                            by that Obligor from the obligations owed to that Obligor by the Lenders nor the assumption
                                            of equivalent obligations by a New Lender) provided that they comply with the conditions
                                            set out in Clause 25.2 (Conditions of Assignment or Transfer). 



  


		25.7	Copy
                                            of Transfer Certificate or Assignment Agreement to Company 



 


The
Facility Agent must, as soon as reasonably practicable after it has executed a Transfer Certificate or an Assignment Agreement, send
to the Company a copy of that Transfer Certificate or Assignment Agreement. 


 


		25.8	Security
                                            Over Lenders’ Rights 



 


In
addition to the other rights provided to Lenders under this Clause, each Lender may without consulting with or obtaining consent from
any Obligor, at any time charge, assign or otherwise create
a Security in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations
of that Lender including, without limitation:







 


		(a)	any
                                            charge, assignment or other Security to secure obligations to a federal reserve or central
                                            bank; and 



 


		(b)	in
                                            the case of any Lender which is a fund, any charge, assignment or other Security granted
                                            to any holders (or trustee or representatives of holders) of obligations owed, or securities
                                            issued, by that Lender as security for those obligations or securities, 



 


except
that no such charge, assignment or Security will:


 


		(i)	release
                                            a Lender from any of its obligations under the Finance Documents or substitute the beneficiary
                                            of the relevant charge, assignment or Security for the Lender as a party to any of the Finance
                                            Documents; or 



 


		(ii)	require
                                            any payments to be made by an Obligor other than or in excess of, or grant to any person
                                            any more extensive rights than, those required to be made or granted to the relevant Lender
                                            under the Finance Documents. 



 


	25.9	Pro Rata Interest Settlement




 


		(a)	In
                                            respect of any transfer pursuant to Clause 25.5 (Procedure for Transfer) or any assignment
                                            pursuant to Clause 25.6 (Procedure for Assignment) the Transfer Date of which, in each case,
                                            is after the date of that notification and is not on the last day of an Interest Period):
                                            



 


		(i)	any
                                            interest or fees in respect of the relevant participation which are expressed to accrue by
                                            reference to the lapse of time will continue to accrue in favour of the Existing Lender up
                                            to but excluding the Transfer Date (“Accrued Amounts”) and will become due and
                                            payable to the Existing Lender (without further interest accruing on them) on the last day
                                            of the current Interest Period (or, if the Interest Period is longer than six Months, on
                                            the next of the dates which falls at six Monthly intervals after the first day of that Interest
                                            Period); and 



 






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		(ii)	the
                                            rights assigned or transferred by the Existing Lender will not include the right to the Accrued
                                            Amounts, so that: 



 


		(A)	when
                                            the Accrued Amounts become payable, those Accrued Amounts will be payable to the Existing
                                            Lender; and 



 


		(B)	the
                                            amount payable to the New Lender on that date will be the amount which would, but for the
                                            application of this Clause 25.9 (Pro Rata Interest Settlement), have been payable to it on
                                            that date, but after deduction of the Accrued Amounts. 



 


		(b)	In
                                            this Clause 25.9 (Pro Rata Interest Settlement), references to “Interest
                                            Periods” will be construed
                                            to include a reference to any other period for accrual of fees. 



 


		26.	RESTRICTION
                                            ON DEBT PURCHASE TRANSACTIONS 



 


		26.1	Prohibition
                                            on Debt Purchase Transactions by the Company 



 


The
Company shall not enter into any Debt Purchase Transaction, be a Lender or a party to a Debt Purchase Transaction of the type referred
to in paragraphs (b) or (c) of the definition of Debt Purchase Transaction. 


 





	26.2	Disenfranchisement on Debt Purchase Transactions Entered into by Affiliates




 


		(a)	For
                                            so long as a Sponsor Affiliate: 



 


		(i)	beneficially
                                            owns a Commitment; or 



 


		(ii)	has
                                            entered into a sub-participation agreement relating to a Commitment or other agreement or
                                            arrangement having a substantially similar economic effect and such agreement or arrangement
                                            has not been terminated, 



 


in
ascertaining:


 


		(A)	the
                                            Majority Lenders; or 



 


		(B)	whether:
                                            



 


		(1)	any
                                            given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments;
                                            or 



 


		(2)	the
                                            agreement of any specified group of Lenders, 



 


has
been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents such Commitment shall
be deemed to be zero and such Sponsor Affiliate or the person with whom it has entered into such sub-participation, other agreement or
arrangement shall be deemed not to be a Lender for the purposes of paragraphs (A) and (B) above (unless in the case of a person not being
a Sponsor Affiliate it is a Lender by virtue otherwise than by beneficially owning the relevant Commitment).


 






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		(b)	Each
                                            Lender shall, unless such Debt Purchase Transaction is an assignment or transfer, promptly
                                            notify the Facility Agent in writing if it knowingly enters into a Debt Purchase Transaction
                                            with a Sponsor Affiliate (a “Notifiable Debt Purchase Transaction”), such notification to be substantially in the form set out in Part 1 of Schedule 10 (Forms of Notifiable Debt Purchase Transaction Notice).








 


		(c)	A
                                            Lender shall promptly notify the Facility Agent if a Notifiable Debt Purchase Transaction
                                            to which it is a party: 



 


		(i)	is
                                            terminated; or 



 


		(ii)	ceases
                                            to be with a Sponsor Affiliate, 



 


such
notification to be substantially in the form set out in Part 2 of Schedule 10 (Forms of Notifiable Debt Purchase Transaction Notice).


 


		(d)	Each
                                            Sponsor Affiliate that is a Lender agrees that: 



 


		(i)	in
                                            relation to any meeting or conference call to which all the Lenders are invited to attend
                                            or participate, it shall not attend or participate in the same if so requested by the Facility
                                            Agent or, be entitled to receive the agenda or any minutes of the same; and 



 


		(ii)	in
                                            its capacity as Lender, it shall not be entitled to receive any report or other document
                                            prepared at the behest of, or on the instructions of, the Facility Agent or one or more of
                                            the Lenders. 



 





		26.3	Sponsor
                                            Affiliates’ Notification to Other Lenders of Debt Purchase Transactions 



 


Any
Sponsor Affiliate which is or becomes a Lender and which enters into a Debt Purchase Transaction as a purchaser or a participant shall,
by 5:00 p.m. on the Business Day following the day on which it entered into that Debt Purchase Transaction, notify the Facility Agent
of the extent of the Commitment(s) or amount outstanding to which that Debt Purchase Transaction relates. The Facility Agent shall promptly
disclose such information to the Lenders. 


 


	27.  	CHANGES TO THE OBLIGORS




 


		27.1	Assignment
                                            and Transfers by Obligors 



 


No
Obligors may assign any of its rights or transfer any of its rights and obligations under the Finance Documents without the prior consent
of all the Lenders. 


 


		27.2	Guarantors
                                            



 


		(a)	Subject
                                            to compliance with paragraph (c) below, if a Subsidiary is to become a Guarantor (other than
                                            the Guarantors as at the date of this Agreement), the Company must notify the Facility Agent
                                            (and the Facility Agent must notify the Lenders promptly of its receipt of that notice).
                                            That Subsidiary will, subject to paragraph (b) below, become a Guarantor if: 



 


		(i)	the
                                            Company delivers to the Facility Agent a duly completed and executed Accession Letter; and
                                            



 


		(ii)	the
                                            Facility Agent has received all of the documents and other evidence listed in Part 2 of Schedule
                                            2 (Conditions Precedent) in relation to that Subsidiary becoming a Guarantor, each in form
                                            and substance satisfactory to the Relevant Lenders (or the receipt of such documents and
                                            evidence has been waived by the Relevant Lenders). 



 






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		(b)	The
                                            relevant Subsidiary will become a Guarantor when the Facility Agent notifies the other Finance
                                            Parties and the Company that it has received the document referred to in paragraphs (a)(i)
                                            above and notifies the Company that the Lenders are satisfied in accordance with paragraph
                                            (a)(ii) above. The Facility Agent must give this notification as soon as reasonably practicable.
                                            



 


		(c)	If
                                            the accession of a Guarantor requires any Finance Party or prospective new Lender to carry
                                            out “know your customer” checks or other similar checks under any applicable
                                            law or regulation in circumstances where the necessary information is not already available
                                            to it, the Company must, promptly on request by any Finance Party, supply, or procure the
                                            supply of, any documentation or other evidence reasonably requested by that Finance Party
                                            (whether for itself, or on behalf of any other Finance Party or any prospective new Lender)
                                            to enable a Finance Party or prospective new Lender to carry out and be satisfied with the
                                            results of those checks. 



 


		27.3	Repetition
                                            of Representations 



 


Delivery
of an Accession Letter to the Facility Agent constitutes confirmation by the relevant Subsidiary that the Repeating Representations are
correct in relation to it as at the date of delivery as if made by reference to the facts and circumstances then existing. 


 


		27.4	Resignation
                                            of a Guarantor 



 


		(a)	The
                                            Company may request that a Guarantor (other than the Company) ceases to be a Guarantor by
                                            delivering to the Facility Agent a Resignation Letter. 



 


		(b)	The
                                            Facility Agent must accept a Resignation Letter and notify the Company and the Lenders promptly
                                            of its acceptance if: 








 





		(i)	no
                                            Default is continuing or would result from the acceptance of the Resignation Letter (and
                                            the Company has confirmed this is the case); 



 


		(ii)	no
                                            amount owing by that Guarantor under any Finance Document is outstanding; and 



 


		(iii)	all
                                            the Lenders have consented to the Company’s request. 



 


		(c)	The
                                            Guarantor will cease to be a Guarantor when the Facility Agent gives the notification to
                                            the Company referred to in paragraph (b) above. 



 


	28. 	ROLE OF THE ADMINISTRATIVE PARTIES




 


	28.1	The Facility Agent and the Security Agent




 


		(a)	Each
                                            Finance Party (other than the Facility Agent and the Security Agent) appoints each Agent
                                            to act as its agent under and in connection with the Finance Documents. 



 


		(b)	Each
                                            other Finance Party authorises each Agent to: 



 


		(i)	perform
                                            the duties, obligations and responsibilities and to exercise the rights, powers, authorities
                                            and discretions specifically given to that Agent under or in connection with the Finance
                                            Documents together with any other incidental rights, powers, authorities and discretions;
                                            and 



 


		(ii)	enter
                                            into and deliver each Finance Document expressed to be entered into by that Agent. 



 






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		(c)	Without
                                            prejudice to the generality of paragraph (b) above, each Finance Party: 



 


		(i)	confirms
                                            its approval of each Security Document; and 



 


		(ii)	authorises
                                            and directs the Security Agent (by itself or by such person(s) as it may nominate) to enter
                                            into and enforce the Security Documents as trustee (or agent) or as otherwise provided (and
                                            whether or not expressly in the names of the Finance Parties) on its behalf. 



 


		28.2	Instructions
                                            



 


		(a)	Each
                                            Agent: 



 


		(i)	must
                                            exercise or refrain from exercising any right, power, authority or discretion vested in it
                                            as Agent in accordance with any instructions given to it by: 



 


		(A)	all
                                            Lenders if a Finance Document stipulates the matter is an all Lender decision; 



 


		(B)	the
                                            relevant Finance Party or group of Finance Parties if a Finance Document stipulates the matter
                                            is a decision for that Finance Party or group of Finance Parties; and 



 


		(C)	in
                                            all other cases, the Majority Lenders; and 



 


		(ii)	will
                                            not be liable for any act (or omission) if it acts (or refrains from taking any action) in
                                            accordance with paragraph (i) above. 



 





		(b)	Each
                                            Agent may request instructions, or clarification of any instruction, from the Majority Lenders
                                            (or, if the relevant Finance Document stipulates that the matter is a decision for any other
                                            Finance Party or group of Finance Parties, from that Finance Party or group of Finance Parties)
                                            as to whether, and in what manner, it should exercise or refrain from exercising any right,
                                            power, authority or discretion and it may refrain from acting unless and until it receives
                                            any instructions or clarification that it has requested. 



 


		(c)	Except
                                            in the case of decisions stipulated to be a matter for any other Finance Party or group of
                                            Finance Parties under the relevant Finance Document and unless a contrary indication appears
                                            in a Finance Document, any instructions given to an Agent by the Majority Lenders will override
                                            any conflicting instructions given by any other Party or Parties and will be binding on all
                                            Finance Parties. 



 


		(d)	Paragraph
                                            (a) above does not apply: 



 


		(i)	where
                                            a contrary indication appears in a Finance Document; 



 


		(ii)	where
                                            a Finance Document requires the relevant Agent to act in a specified manner or to take a
                                            specified action; 



 


		(iii)	in
                                            respect of any provision which protects the relevant Agent’s own position in its personal
                                            capacity as opposed to its role of Agent including, without limitation, Clause 24.2 (No Responsibility
                                            to Perfect Security) to Clause 24.6 (Certificate of Non-Crystallisation), Clause 28.5 (No
                                            Fiduciary Duties) to Clause 28.10 (Exclusion of Liability), Clause 28.13 (Confidentiality)
                                            to Clause 28.19 (Custodians and Nominees) and Clause 28.22 (Winding Up of Security Arrangements)
                                            to Clause 28.24 (Disapplication of Trustee Acts); or 



 






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		(iv)	in
                                            respect of the exercise of the Security Agent’s discretion to exercise a right, power
                                            or authority under any of: 



 


		(A)	Clause
29.1 (Order of Application);



 


		(B)	Clause
29.2 (Prospective Liabilities); and



 


		(C)	Clause
29.5 (Permitted Deductions).



 


		(e)	If
                                            giving effect to instructions given by the Majority Lenders would (in the relevant Agent’s
                                            opinion) have an effect equivalent to an amendment or waiver referred to in Clause 38 (Amendments
                                            and Waivers), the relevant Agent will not act in accordance with those instructions unless
                                            it obtains consent to do so from each Party whose consent would have been required in respect
                                            of that amendment or waiver. 



 


		(f)	In
                                            exercising any discretion to exercise a right, power or authority under the Finance Documents
                                            where either: 



 


		(i)	it
                                            has not received any instructions as to the exercise of that discretion; or 



 


		(ii)	the
                                            exercise of that discretion is subject to paragraph (d)(iv) above, 



 


the
Security Agent must do so having regard to the interests of all the Secured Parties.


 


		(g)	An
                                            Agent may refrain from acting in accordance with the instructions of any Finance Party or
                                            group of Finance Parties until it has received any indemnification and/or security and/or
                                            prefunding that it may in its discretion require (which may be greater in extent than that
contained
in the Finance Documents and which may include payment in advance) for any cost, loss or liability which it may incur in complying with
those instructions.                                            








  


		(h)	Without
                                            prejudice to the remainder of this Clause 28.2 (Instructions), in the absence of instructions
                                            an Agent may act (or refrain from taking any action) as it considers to be in the best interests
                                            of all the Finance Parties (in the case of the Facility Agent) and as it considers to be
                                            appropriate (in the case of the Security Agent).



 


		(i)	No
                                            Agent is authorised to act on behalf of a Finance Party (without first obtaining that Finance
                                            Party’s consent) in any legal or arbitration proceedings relating to any Finance Document
                                            unless the proceedings relate to: 



 


		(i)	the
                                            perfection, preservation or protection of rights under the Security Documents; or 



 


		(ii)	the
                                            enforcement of any Security Document. 



 


		(j)	The
                                            Security Agent shall be entitled to rely on any instruction delivered to it by the Facility
                                            Agent on behalf of the Majority Lenders or any other group of Finance Parties entitled to
                                            or required to instruct it in accordance with this Agreement and shall be entitled to assume
                                            that any instruction so delivered has been appropriately authorised. 



 


	28.3	Duties of the Agents




 


		(a)	The
                                            duties, obligations and responsibilities of each Agent under the Finance Documents are solely
                                            mechanical and administrative in nature. 



 


		(b)	Subject
                                            to paragraph (c) below, each Agent must promptly forward to a Party the original or a copy
                                            of any document which is delivered to that Agent for that Party by any other Party. 



 






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		(c)	Without
                                            prejudice to Clause 25.7 (Copy of Transfer Certificate or Assignment Agreement to Company),
                                            paragraph (b) above does not apply to any Transfer Certificate or Assignment Agreement. 



 


		(d)	Except
                                            where a Finance Document specifically provides otherwise, no Agent is obliged to review or
                                            check the adequacy, accuracy or completeness of any document it forwards to another Party.
                                            



 


		(e)	If
                                            an Agent receives notice from a Party referring to any Finance Document, describing a Default
                                            and stating that the circumstance described is a Default, it must promptly notify the other
                                            Finance Parties. 



 


		(f)	If
                                            the Facility Agent is aware of the non-payment of any principal, interest, commitment fee
                                            or other fee payable to a Finance Party (other than an Administrative Party) under this Agreement,
                                            it must promptly notify the other Finance Parties. 



 


		(g)	The
                                            Facility Agent must keep a record of all Parties and supply the Company with a copy of the
                                            record on request (provided that the Company shall not request a copy of the record more
                                            frequently than once per calendar quarter). The record will include each Lender’s Facility
                                            Office(s) and contact details for the purposes of this Agreement. 



 


		(h)	Each
                                            Agent has only those duties, obligations and responsibilities expressly specified in the
                                            Finance Documents to which it is a party (and no others will be implied). 



 








		28.4	Role
                                            of the Arrangers 



 


Except
where a Finance Document specifically provides otherwise no Arranger has any obligations of any kind to any other Party under or in connection
with any Finance Document. 


 


		28.5	No
                                            Fiduciary Duties 



 


		(a)	Nothing
                                            in any Finance Document makes: 



 


		(i)	an
                                            Administrative Party (other than the Security Agent) a trustee or fiduciary of any other
                                            person; or 



 


		(ii)	the
                                            Security Agent an agent, trustee or fiduciary of any Obligor. 



 


		(b)	No
                                            Administrative Party will be bound to account to any other Finance Party or (in the case
                                            of the Security Agent) any Secured Party for any sum or the profit element of any sum received
                                            by it for its own account. 



 


		28.6	Business
                                            with the Group 



 


		(a)	Each
                                            Administrative Party may accept deposits from, lend money to and generally engage in any
                                            kind of banking or other business with any member of the Group or its related entities. 



 


		(b)	If
                                            it is also a Lender, each Administrative Party has the same rights and powers under the Finance
                                            Documents as any other Lender and may exercise those rights and powers as though it were
                                            not an Administrative Party. 



 


		(c)	Each
                                            Administrative Party may carry on any business with any member of the Group or its related
                                            entities (including acting as an agent or a trustee in connection with any other financing).
                                            



 






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		28.7	Rights
                                            and Discretions 



 


		(a)	Each
                                            Agent may: 



 


		(i)	rely
                                            on any representation, communication, notice or document (including, without limitation,
                                            any notice given by a Lender pursuant to paragraphs (b) or (c) of Clause 26.2 (Disenfranchisement
                                            on Debt Purchase Transactions Entered into by Affiliates) believed by it to be genuine, correct
                                            and appropriately authorised; 



 


		(ii)	assume
                                            that: 



 


		(A)	any
                                            instructions it receives from the Majority Lenders, any Finance Party or any group of Finance
                                            Parties are duly given in accordance with the terms of the Finance Documents; and 



 


		(B)	unless
                                            it has received notice of revocation, that those instructions have not been revoked; and
                                            



 


		(iii)	without
                                            prejudice to the generality of paragraph (ii) above, rely on a certificate from any person:
                                            



 


		(A)	as
                                            to any matter of fact or circumstance which might reasonably be expected to be within the
                                            knowledge of that person; or 



 


		(B)	to
                                            the effect that the person approves of any particular dealing, transaction, step, action
                                            or thing, as sufficient evidence that that is the case and, in the case of paragraph (A)
                                            above, may assume the truth and accuracy of that certificate.






 


		(b)	Each
                                            Agent may assume (unless it has received notice to the contrary in its capacity as Agent)
                                            that: 



 


		(i)	no
                                            Default has occurred (unless, in the case of the Facility Agent, it has actual knowledge
                                            of a Default arising under Clause 23.2 (Non-Payment)); 



 


		(ii)	any
                                            right, power, authority or discretion vested in any Party or any group of Finance Parties
                                            has not been exercised; 



 


		(iii)	any
                                            notice or request made by the Company (other than a Utilisation Request) is made on behalf
                                            of and with the consent and knowledge of all the Obligors; and 



 


		(iv)	no
                                            Notifiable Debt Purchase Transaction: 



 


		(A)	has
                                            been entered into; 



 


		(B)	has
                                            been terminated; or 



 


		(C)	has
                                            ceased to be with a Sponsor Affiliate. 



 


		(c)	Each
                                            Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers,
                                            surveyors or other professional advisers or experts selected by it (including those representing
                                            a Party other than that Agent). 



 


		(d)	Without
                                            prejudice to the generality of paragraph (c) above or paragraph (e) below, each Agent may
                                            at any time engage and pay for the services of any lawyers to act as independent counsel
                                            to that Agent (and so separate from any lawyers instructed by the Lenders) if that Agent,
                                            in its reasonable opinion, deems this to be necessary. 



 






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		(e)	Each
                                            Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors
                                            or other professional advisers or experts (whether obtained by that Agent or by any other
                                            Party and whether or not containing a limit on liability by reference to monetary cap or
                                            otherwise) and will not be liable for any cost, loss or liability whatsoever any person incurs
                                            or any diminution in value arising as a result of that Agent so relying. 



 


		(f)	Each
                                            Administrative Party may act in relation to the Finance Documents through its officers, employees
                                            and agents and no Administrative Party shall be: 



 


		(i)	liable
                                            for any error of judgment made by any person; or 



 


		(ii)	bound
                                            to supervise, or in any way responsible for any loss incurred by reason of misconduct, omission
                                            or default on the part of any such person, 



 


unless
such error or such loss was directly caused by that Administrative Party’s gross negligence or wilful misconduct.


 


		(g)	Except
                                            where a Finance Document specifically provides otherwise, each Agent may disclose to any
                                            other Party any information it reasonably believes it has received as Agent under the Finance
                                            Documents. 



 


		(h)	Notwithstanding
                                            any other provision of any Finance Document to the contrary: 



 








		(i)	no
                                            Administrative Party is obliged to do or omit to do anything (including disclosing any information)
                                            if it would, or might in its opinion, constitute or might constitute a breach of any law
                                            of any state or jurisdiction (including, but not limited to, to the US or any jurisdiction
                                            forming part of it, or England & Wales) or any directive or regulation of any agency
                                            of any state or jurisdiction or a breach of a fiduciary duty or duty of confidentiality or
                                            otherwise be actionable by any person; and 



 


		(ii)	an
                                            Administrative Party may do anything which, in its opinion, is necessary or desirable to
                                            comply with any such law, directive or regulation. 



 


		(i)	Notwithstanding
                                            any other provision of any Finance Document to the contrary, no Administrative Party is obliged
                                            to expend or risk its own funds or otherwise incur any financial liability in the performance
                                            of its duties, obligations or responsibilities or the exercise of any right, power, authority
                                            or discretion if it has grounds for believing the repayment of those funds or adequate indemnity
                                            against, or security for, that risk or liability is not reasonably assured to it. 



 


		28.8	Responsibility
                                            for Documentation



 


		(a)	No
                                            Administrative Party is responsible or liable for: 



 


		(i)	the
                                            adequacy, accuracy or completeness of any statement or information (whether oral or written)
                                            made, given or supplied by any person in or in connection with any Finance Document or the
                                            transactions contemplated by the Finance Documents or any other agreement, arrangement or
                                            document entered into, made or executed in anticipation of, under or in connection with any
                                            Finance Document; 



 


		(ii)	the
                                            legality, validity, effectiveness, adequacy, completeness or enforceability of any Finance
                                            Document or any other agreement, arrangement or document entered into, made or executed in
                                            anticipation of, under or in connection with any Finance Document (including, without limitation,
                                            obtaining any license, consent or other authority in connection therewith); or 



 






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		(iii)	any
                                            determination as to whether any information provided or to be provided to any Secured Party
                                            is non-public information the use of which may be regulated or prohibited by applicable law
                                            or regulation relating to insider dealing or otherwise. 



 


		(b)	Except
                                            as provided above, no Agent has any duty: 



 


		(i)	either
                                            initially or on a continuing basis to provide any Lender with any credit or other information
                                            concerning the risks arising under or in connection with the Finance Documents (including
                                            any information relating to the financial condition or affairs of any Obligor or its related
                                            entities or the nature or extent of recourse against any Party or its assets) whether coming
                                            into its possession before, on or after the date of this Agreement; or 



 


		(ii)	unless
                                            specifically requested to do so by a Lender in accordance with a Finance Document, to request
                                            any certificate or other document from any Obligor. 



 


		28.9	No
                                            Duty to Monitor 



 


No
Agent is obliged to monitor or enquire as to: 


 


		(a)	whether
                                            a Default has occurred; 



 








		(b)	the
                                            performance, default or any breach by any Party of its obligations under any Finance Document;
                                            or 



 


		(c)	whether
                                            any other event specified in any Finance Document has occurred. 



 


		28.10	Exclusion
                                            of Liability 



 


		(a)	Without
                                            limiting paragraph (b) below (and without prejudice to any other provision of any Finance
                                            Document excluding or limiting the liability of any Administrative Party or any Receiver
                                            or Delegate), no Administrative Party, Receiver or Delegate will be liable (whether in contract,
                                            tort or otherwise) for: 



 


		(i)	any
                                            cost, loss or liability whatsoever any person incurs or any diminution in value arising as
                                            a result of the Administrative Party, Receiver or Delegate taking or not taking any action
                                            under or in connection with any Finance Document, unless directly caused by its gross negligence,
                                            wilful misconduct or fraud; 



 


		(ii)	exercising,
                                            or not exercising, any right, power, authority or discretion given to it by, or in connection
                                            with, any Finance Document or any other agreement, arrangement or document entered into or
                                            made under or in connection with, made or executed in anticipation of, any Finance Document,
                                            other than by reason of its gross negligence, wilful misconduct or fraud; 



 


		(iii)	any
                                            shortfall which arises on the enforcement of the Security Documents; or 



 


		(iv)	without
                                            prejudice to the generality of paragraphs (i), (ii) and (iii) above, any cost, loss or liability
                                            whatsoever any person incurs or any diminution in value (whether caused by the Administrative
                                            Party’s, Receiver’s or Delegate’s negligence, gross negligence or any other
                                            category of liability whatsoever, but not including any claim based on fraud of the Administrative
                                            Party, Receiver or Delegate) arising as a result of: 



 


		(A)	any
                                            act, event or circumstance not reasonably within its control; or 



 






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		(B)	the
                                            general risks of investment in, or the holding of assets in, any jurisdiction, 



 


including
(in each case and without limitation) any such cost, loss, liability or diminution in value arising as a result of:


 


		(1)	nationalisation,
                                            expropriation or other governmental action; 



 


		(2)	any
                                            regulation, currency restriction, devaluation or fluctuation; 



 


		(3)	market
                                            conditions affecting the execution or settlement of transactions or the value of assets (including
                                            any Disruption Event); 



 


		(4)	breakdown,
                                            failure or malfunction of any third party transport, telecommunications, computer services
                                            or other systems; 



 


		(5)	any
                                            natural disaster or act of God; 



 


		(6)	war,
                                            terrorism, insurrection or revolution; or 



 


		(7)	any
                                            strike or industrial action. 



 


		(b)	No
                                            Party (other than the relevant Administrative Party, Receiver or Delegate) may take any proceedings
                                            against any officer, employee or agent of an Administrative Party, a Receiver or a Delegate
                                            in respect of any claim it might have against that Administrative Party, Receiver or Delegate
                                            or in respect of any act or omission of any kind by that officer, employee or agent in relation
                                            to any Finance Document.



 





		(c)	Any
                                            Receiver or Delegate or any officer, employee or agent of an Administrative Party, a Receiver
                                            or a Delegate may enforce and enjoy the benefit of any Clause which expressly confers rights
                                            on it, subject to paragraph (b) of Clause 1.3 (Third Party Rights) and the provisions of
                                            the Third Parties Act. 



 


		(d)	No
                                            Agent, Receiver or Delegate will be liable for any delay (or any related consequences) in
                                            crediting an account with an amount required under the Finance Documents to be paid by that
                                            Agent, Receiver or Delegate if it has taken all necessary steps as soon as reasonably practicable
                                            to comply with the regulations or operating procedures of any recognised clearing or settlement
                                            system used by it for that purpose. 



 


		(e)	(i)
                                            Nothing in this Agreement obliges any Administrative Party to: 



 


		(A)	perform
                                            any “know your customer” checks or other similar checks in relation to the identity
                                            of any person; or 



 


		(B)	check
                                            on the extent to which any transaction contemplated by this Agreement might be unlawful for
                                            any Finance Party, 



 


on
behalf of any Finance Party.


 


		(ii)	Each
                                            Finance Party confirms to each Administrative Party that it is solely responsible for any
                                            “know your customer” checks or other similar checks it is required to carry out
                                            and that it may not rely on any statement in relation to those checks made by any Administrative
                                            Party. 



 






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		(f)	Without
                                            prejudice to any other provision of any Finance Document excluding or limiting the liability
                                            of any Administrative Party, Receiver or Delegate, any liability of an Administrative Party,
                                            a Receiver or a Delegate arising under or in connection with any Finance Document is limited
                                            to the amount of actual loss suffered (as determined by reference to the date of that Administrative
                                            Party’s, Receiver’s or Delegate’s default or, if later, the date on which
                                            the loss arises as a result of the default) but without reference to any special conditions
                                            or circumstances known to that Administrative Party, Receiver or Delegate at any time which
                                            increase the amount of that loss. In no event will an Administrative Party, a Receiver or
                                            a Delegate be liable for any loss of profits, goodwill, reputation, business opportunity
                                            or anticipated saving, or for special, punitive, indirect or consequential damages, whether
                                            or not that Administrative Party, Receiver or Delegate was advised of the possibility of
                                            such loss or damages. 



 


		28.11	Lenders’
                                            Indemnity to the Agents 



 


Without
limiting the liability of any Obligor under the Finance Documents, each Lender must (in proportion to its share of the Total Commitments
or, if the Total Commitments are then zero, to its share of the Total Commitments immediately before their reduction to zero) indemnify
each Agent, Receiver and Delegate against any cost, loss or liability (including, without limitation, for negligence in relation to any
FATCA related liability or any other category of liability whatsoever) incurred by that Agent, Receiver or Delegate (other than by reason
of that Agent’s, Receiver’s or Delegate’s gross negligence, wilful misconduct or fraud) (or, in the case of any cost,
loss or liability pursuant to Clause 32.10 (Disruption to Payment Systems), notwithstanding any Agent’s negligence, gross negligence
or any other category of liability whatsoever, but not including any claim based on the fraud of that Agent) in acting as Agent, Receiver
or Delegate under the Finance Documents (unless the relevant Agent, Receiver or Delegate has been reimbursed by an Obligor pursuant to
a Finance Document). 








 


		28.12	Appointment
                                            and Resignation of an Agent



 


		(a)	A
                                            Security Agent may be appointed with the consent of the Company and the Majority Lenders
                                            by the approved person entering into such relevant documentation to confirm (in form and
                                            substance satisfactory to the Company and the Majority Lenders) that it is bound by the terms
                                            of this Agreement as if it were the Security Agent as at the date of this Agreement. Any
                                            person so appointed will have the rights, powers, authorities and discretions (not exceeding
                                            those contemplated to be given to a security agent under or in connection with the Finance
                                            Documents contemplated in, and as at the date of, this Agreement) and the duties, obligations
                                            and responsibilities that are given or imposed by the instrument of appointment. 



 


		(b)	An
                                            Agent may resign and appoint one of its Affiliates as its successor by giving notice to the
                                            other Finance Parties and the Company. 



 


		(c)	Alternatively,
                                            an Agent may, without giving reasons and without being responsible for the cost thereof,
                                            resign by giving 30 days’ notice to the other Finance Parties and the Company, in which
                                            case the Majority Lenders (after consultation with the other Finance Parties and the Company)
                                            may appoint a successor Agent. 



 


		(d)	If
                                            the Majority Lenders have not appointed a successor Agent in accordance with paragraph (c)
                                            above within 20 days after notice of resignation was given, the retiring Agent (after consultation
                                            with the other Finance Parties and the Company) may appoint a successor Agent (acting through
                                            an office in Europe). 



 






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		(e)	If
                                            an Agent wishes to resign because (acting reasonably) it has concluded that it is no longer
                                            appropriate for it to remain as agent or trustee and that Agent is entitled to appoint a
                                            successor Agent under paragraph (d) above, the Facility Agent may (if it concludes (acting
                                            reasonably) that it is necessary to do so in order to persuade the proposed successor Agent
                                            to become a party to this Agreement or any other Finance Document as Agent) agree with the
                                            proposed successor Agent amendments to this Clause and any other term of this Agreement or
                                            any other Finance Document dealing with the rights or obligations of the Facility Agent consistent
                                            with then current market practice for the appointment and protection of corporate trustees
                                            together with any reasonable amendments to the facility or security agency fee payable under
                                            this Agreement which are consistent with the successor Agent’s normal fee rates and
                                            those amendments will bind the Parties. 



 


		(f)	The
                                            retiring Agent must: 



 


		(i)	at
                                            its own cost, make available to the successor Agent any documents and records and provide
                                            any assistance the successor Agent may reasonably request for the purposes of performing
                                            its functions as Agent under the Finance Documents; and 



 


		(ii)	enter
                                            into and deliver to the successor Agent those documents and effect any registrations as may
                                            be reasonably required for the transfer or assignment of all of its rights and benefits under
                                            the Finance Documents to the successor Agent. 



 


		(g)	The
                                            Facility Agent’s resignation will only take effect on the appointment of a successor.
                                            



 


		(h)	The
                                            Security Agent’s resignation will only take effect on: 



 


		(i)	the
                                            appointment of a successor; and 



 


		(ii)	the
                                            transfer to that successor of the Security granted to the Security Agent, 








 


so long as no other
                                            Finance Party has notified the Facility Agent that it is not satisfied with the creditworthiness
                                            of the proposed successor Security Agent within seven days of the Security Agent’s
                                            notification under paragraph (a) above.


 


		(i)	When
                                            its resignation takes effect: 



 


		(i)	the
                                            retiring Agent will be discharged from any further obligation in respect of the Finance Documents
                                            (other than its obligations under paragraph (f) above and, in the case of the Security Agent,
                                            under Clause 28.22 (Winding Up of Security Arrangements)) but will remain entitled to the
                                            benefit of Clause 14.3 (Indemnity to the Facility Agent), Clause 14.4 (Indemnity to the Security
                                            Agent), Clause 24.2 (No Responsibility to Perfect Security), Clause 24.3 (Insurance by Security
                                            Agent), Clause 24.4 (Acceptance of Title) and this Clause 28; 



 


		(ii)	the
                                            Company must immediately pay to the retiring Agent any facility or security agency fees that
                                            have accrued for the account of the retiring Agent and no further agency fees will accrue
                                            for the account of the retiring Agent; and 



 


		(iii)	any
                                            successor and each of the other Parties will have the same rights and obligations amongst
                                            themselves as they would have had if such successor had been an original Party. 



 


		(j)	After
                                            consultation with the Company, the Majority Lenders may, by giving notice to an Agent, require
                                            it to resign under paragraph (c) above. In this event, that Agent must resign in accordance
                                            with paragraph (c) above. If an Agent is removed by the Majority Lenders, then such resignation
                                            shall be at the cost of the Lenders. 



 






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		(k)	The
                                            Company or, after consultation with the Company, the Majority Lenders may, by giving notice
                                            to the Facility Agent and the other Parties, replace the Facility Agent with effect on and
                                            from the date specified in the notice by appointing a successor Facility Agent (acting through
                                            an office in the UK) if either: 



 


		(i)	the
                                            Facility Agent fails to respond to a request under Clause 12.7 (FATCA Information) and the
                                            Company or a Lender reasonably believes that the Facility Agent will not be (or will have
                                            ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; 



 


		(ii)	the
                                            information supplied by the Facility Agent pursuant to Clause 12.7 (FATCA Information) indicates
                                            that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or
                                            after that FATCA Application Date; or 



 


		(iii)	the
                                            Facility Agent notifies the Company and the Lenders that the Facility Agent will not be (or
                                            will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date, 



 


and,
in each case, the Company or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required
if the Facility Agent were a FATCA Exempt Party, and the Company or that Lender, by notice to the Facility Agent, requires it to resign.


 


		28.13	Confidentiality



 


	(a)	In
                                            acting as agent or trustee for the Finance Parties, an Agent will be regarded as acting through
                                            its agency division which will be treated as a separate entity from any other of its divisions
                                            or departments. 



 








	(b)	If
                                            information is (in the opinion of an Agent) received by another division or department of
                                            that Agent, it may be treated as confidential to that division or department and that Agent
                                            will not be deemed to have notice of it. 



 


	(c)	No
                                            Agent is obliged to disclose to any person any confidential information supplied to it by
                                            or on behalf of a member of the Group solely for the purpose of evaluating whether any waiver
                                            or amendment is required in respect of any term of the Finance Documents. 



 


	28.14	Relationship
                                            with the Lenders 



 


	(a)	Subject
                                            to Clause 25.9 (Pro Rata Interest Settlement), the Facility Agent may treat the person shown
                                            in its records as Lender at the opening of business (in the place of the Facility Agent’s
                                            principal office as notified to the Finance Parties from time to time) as the Lender acting
                                            through its Facility Office: 



 


		(i)	entitled
                                            to or liable for any payment due under any Finance Document on that day; and 



 


		(ii)	entitled
                                            to receive and act on any notice, request, document or communication or make any decision
                                            or determination under any Finance Document made or delivered on that day, 



 


	 	unless
it has received not less than five Business Days’ notice from that Lender to the contrary in accordance with the terms of this
Agreement.
	 	 
	(b)	The
                                            Facility Agent may at any time, and must if requested to do so by the Majority Lenders, convene
                                            a meeting of the Lenders. 



 


	(c)	



 


		(i)	Any
                                            Lender may by notice to the Facility Agent appoint a person to receive on its behalf all
                                            notices, communications, information and documents to be made or despatched to that Lender
                                            under the Finance Documents. 



 






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		(ii)	Any
                                            such notice: 



 


		(A)	must
                                            contain the address, fax number and (where communication by electronic mail or other electronic
                                            means is permitted under this Agreement) electronic mail address and/or any other information
                                            required to enable the transmission of information by that means (and, in each case, the
                                            department or officer, if any, for whose attention communication is to be made); and 



 


		(B)	will
                                            be treated as a notification of a substitute address, fax number, electronic mail address
                                            (or such other information), and department or officer, by that Lender for the purposes of
                                            the Finance Documents. 



 


	(d)	The
                                            Facility Agent is entitled to treat such person as the person entitled to receive all such
                                            notices, communications, information and documents as though that person were that Lender.
                                            



 


	28.15	Credit
                                            Appraisal by the Lenders 



 


Without
affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document,
each Lender confirms to the Administrative Parties that it has been, and will continue to be, solely responsible for making its own independent
appraisal and investigation of all risks arising under or in connection with any Finance Document including without limitation: 


 








		(a)	the
                                            financial condition, status and nature of each member of the Group; 



 


		(b)	the
                                            legality, validity, effectiveness, adequacy or enforceability of any Finance Document and
                                            any other agreement, arrangement or document entered into, made or executed in anticipation
                                            of, under or in connection with any Finance Document; 



 


		(c)	whether
                                            that Lender has recourse, and the nature and extent of that recourse, against any Party or
                                            any of its respective assets under or in connection with any Finance Document, the transactions
                                            contemplated by the Finance Documents or any other agreement, arrangement or document entered
                                            into, made or executed in anticipation of, under or in connection with any Finance Document;
                                            



 


		(d)	the
                                            adequacy, accuracy or completeness of any information provided by an Agent, any other Party
                                            or by any other person under or in connection with any Finance Document, the transactions
                                            contemplated by any Finance Document or any other agreement, arrangement or document entered
                                            into, made or executed in anticipation of, under or in connection with any Finance Document;
                                            and 



 


		(e)	the
                                            right or title of any person in or to, or the value or sufficiency of any part of, the Security
                                            Assets, the priority of any Security created under the Security Documents or the existence
                                            of any other Security affecting the Security Assets. 



 


		28.16	Deduction
                                            From Amounts Payable by the Facility Agent 



 


If
any Party owes an amount to the Facility Agent under the Finance Documents, the Facility Agent may, after giving notice to that Party,
deduct an amount not exceeding that amount from any payment to that Party which the Facility Agent would otherwise be obliged to make
under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance
Documents that Party will be regarded as having received the amount so deducted. 


 






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		28.17	Notice
                                            Period 



 


Unless
expressly provided to the contrary, where this Agreement specifies a minimum period of notice to be given to an Agent, that Agent may,
at its discretion, accept a shorter notice period. 


 


		28.18	Conflict
                                            with Security Documents 



 


If
there is any conflict between this Agreement and any Security Document with regard to instructions to, or other matters affecting the
Security Agent, this Agreement will prevail. 


 


		28.19	Custodians
                                            and Nominees 



 


The
Security Agent may appoint and pay any person to act as a custodian, agent or nominee on any terms (including for the receipt of moneys)
in relation to any document or asset it holds on the terms of this Agreement as the Security Agent may determine, including for the purpose
of depositing with a custodian this Agreement or any other document and the Security Agent will not be bound to supervise or be in any
way responsible or liable for any cost, loss or liability whatsoever any person incurs or any diminution in value arising as a result
of the misconduct, omission or default of any such custodian or nominee. 


 


		28.20	Delegation
                                            by the Security Agent 



 


		(a)	Each
                                            of the Security Agent, any Receiver and any Delegate may, at any time, delegate by power
                                            of attorney or otherwise to any person for any period, all or any rights, powers, authorities
                                            or discretions vested in it in its capacity as such. 








 








		(b)	That
                                            delegation may be made on any terms and conditions (including the power to sub-delegate)
                                            and subject to any restrictions that the Security Agent, Receiver or Delegate (as the case
                                            may be) may, in its discretion, think fit in the interests of the Secured Parties. 



 


		(c)	No
                                            Security Agent, Receiver or Delegate will be bound to supervise, or be in any way responsible
                                            or liable for any cost, loss or liability whatsoever any person incurs or any diminution
                                            in value arising as a result of any misconduct, omission or default of any such delegate.
                                            



 


		28.21	Additional
                                            Security Agents 



 


		(a)	The
                                            Security Agent may appoint any person to act as a separate security agent or a co-security
                                            agent jointly with it: 



 


		(i)	if
                                            it considers that appointment to be in the interests of the Secured Parties; 



 


		(ii)	for
                                            the purpose of complying with any law, regulation or other condition in any jurisdiction;
                                            or 



 


		(iii)	for
                                            the purpose of enforcing any Finance Document, or obtaining or enforcing any judgment in
                                            any jurisdiction. 



 


		(b)	The
                                            Security Agent must notify the Company and the Finance Parties before making any appointment.
                                            



 


		(c)	Any
                                            appointment will only be effective if the person appointed confirms to the Security Agent
                                            and the Company in form and substance satisfactory to the Security Agent that it is bound
                                            by the terms of this Agreement as if it were the Security Agent. 



 


		(d)	Any
                                            person appointed will have the rights, powers, authorities and discretions (not exceeding
                                            those given to the Security Agent under or in connection with the Finance Documents) and
                                            the duties, obligations and responsibilities that are given or imposed by the instrument
                                            of appointment. 



 






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		(e)	The
                                            Security Agent may remove any person appointed and may appoint a new separate security agent
                                            or co-security agent in its place. 



 


		(f)	The
                                            remuneration that the Security Agent may pay to any person appointed, and any costs and expenses
                                            incurred by that person in performing its functions pursuant to that appointment will, for
                                            the purposes of this Agreement, be treated as costs and expenses incurred by the Security
                                            Agent. 



 


		28.22	Winding
                                            Up of Security Arrangements 



 


If
the Security Agent, with the approval of the Facility Agent, determines that: 


 


		(a)	all
                                            obligations and liabilities secured by the Security Documents have been fully and finally
                                            discharged; and 



 


		(b)	no
                                            Secured Party is under any commitment, obligation or liability (actual or contingent) to
                                            make advances or provide other financial accommodation to any Obligor pursuant to the Finance
                                            Documents, 



 


then:


 


		(i)	the
                                            trusts set out in this Agreement will be wound up and the Security Agent will release, without
                                            recourse or warranty, all of the Security created under the Security Documents and the rights
                                            of the Security Agent under each of the Security Documents; and



 











		(ii)	any
                                            Security Agent which has resigned pursuant to Clause 28.12 (Appointment and Resignation of
                                            an Agent) will release, without recourse or warranty, all of its rights under each Security
                                            Document. 



 


		28.23	Powers
                                            Supplemental to Trustee Acts 



 


The
rights, powers, authorities and discretions given to the Security Agent under or in connection with the Finance Documents are supplemental
to the Trustee Act 1925 and the Trustee Act 2000 and in addition to any rights, powers, authorities and discretions which may be vested
in the Security Agent by law or otherwise. 


 


		28.24	Disapplication
                                            of Trustee Acts 



 


Section
1 of the Trustee Act 2000 does not apply to the duties of the Security Agent in relation to the trusts constituted by this Agreement.
Where there are any inconsistencies between the Trustee Act 1925 or the Trustee Act 2000 and the provisions of the Finance Documents,
the provisions of the Finance Documents will, to the extent permitted by law, prevail and, in the case of any inconsistency with the
Trustee Act 2000, the provisions of the Finance Documents constitute a restriction or exclusion for the purposes of that Act. 


 


		28.25	Security
                                            Agent – Miscellaneous 



 


		(a)	Without
                                            prejudice to the generality of any other provision of this Agreement or any other Security
                                            Document, the entry into possession of the Security Assets shall not render the Security
                                            Agent or any Receiver liable to account as mortgagee in possession thereunder (or its equivalent
                                            in any other applicable jurisdiction) or take any action which would expose it to any liability
                                            in respect of any Environmental Claims in respect of which it has not been indemnified and/or
                                            secured and/or pre-funded to its satisfaction or to be liable for any loss on realisation
                                            or for any default or omission on realisation or for any default or omission for which a
                                            mortgagee in possession might be liable unless such loss, default or omission is caused by
                                            its own gross negligence or wilful default. 



 






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		(b)	The
                                            Security Agent, a Receiver or any Delegate shall not be bound to take any steps to ascertain
                                            whether any event, condition or act, the happening of which would cause a right or remedy
                                            to become exercisable by the Security Agent, a Receiver or any Delegate under the Finance
                                            Documents has happened or to monitor or supervise the observance and performance by the Obligors,
                                            any agent or any of the other parties thereto of their respective obligations thereunder
                                            and, until it shall have actual knowledge or express notice to the contrary, the Security
                                            Agent, a Receiver or any Delegate shall be entitled to assume that no such event, condition
                                            or act has happened and that the Obligors, the agents and the other parties thereto are observing
                                            and performing all their respective obligations thereunder. 



 


		(c)	The
                                            Security Agent shall have no responsibility whatsoever to the Facility Agent or any Secured
                                            Party as regards any deficiency which might arise because the Security Agent is subject to
                                            any Tax in respect of all or any of the Security Assets, the income therefrom or the proceeds
                                            thereof and it shall have no obligation to make any payment, deduction or withholding in
                                            respect of tax as a result of holding or enforcing any Security. 



 





		29.	APPLICATION
                                            OF PROCEEDS



 


		29.1	Order
                                            of Application 



 


Subject
to Clause 29.2 (Prospective Liabilities), all amounts from time to time received or recovered by the Security Agent or any Receiver or
Delegate pursuant to the terms of any Finance Document or in connection with the realisation or enforcement of all or any part of any
security created by the Security Documents (for the purposes of this Clause, the “Recoveries”) will be held by the Security
Agent in accordance with Clause 24.1 (Security Agent as Holder of Security) to apply them at any time as the Security Agent (in its discretion)
sees fit, to the extent permitted by applicable law (and subject to the provisions of this Clause), in the following order: 


 


		(a)	in
                                            or towards payment of any sums owing to the Security Agent, any Receiver or any Delegate;
                                            



 


		(b)	in
                                            or towards payment of all costs and expenses incurred by any Secured Party (other than to
                                            the extent recovered under paragraph (a) above) in connection with any realisation or enforcement
                                            of the Security Documents in accordance with the terms of the Finance Documents; and 



 


		(c)	in
                                            payment to the Facility Agent for application in accordance with this Agreement. 



 


		29.2	Prospective
                                            Liabilities 



 


After
enforcement of any security created by the Security Documents, the Security Agent may, in its discretion, hold any amount of the Recoveries
in one or more interest bearing suspense or impersonal accounts in the name of the Security Agent with any financial institution (including
itself or any other Finance Party) and for so long as the Security Agent thinks fit (the interest being credited to the relevant account)
for later application under Clause 29.1 (Order of Application) in respect of: 


 


		(a)	any
                                            sum payable to the Security Agent, any Receiver or any Delegate; and 



 


		(b)	any
                                            part of the obligations and liabilities secured by the Security Documents, 



 


that
the Security Agent reasonably considers, in each case, might become due or owing at any time in the future.


 






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		29.3	Investment
                                            of Proceeds 



 


Except
as otherwise provided in any Security Document, the Security Agent may: 


 


		(a)	invest
                                            any Recoveries in the name of, or under the control of, the Security Agent in any investment
                                            for the time being authorised by English law for the investment by trustees of trust money
                                            or in any other investments which may be selected by the Security Agent with the consent
                                            of the Majority Lenders; or 



 


		(b)	place
                                            any Recoveries on deposit in the name of, or under the control of, the Security Agent at
                                            any bank or institution (including itself or any other Finance Party) and on such terms as
                                            the Security Agent may agree and if it places it on deposit with itself, it shall only be
                                            liable for standard amount of interest that would have been payable by it to an independent
                                            customer on a deposit of similar tenor and amount. 



 








		29.4	Currency
                                            Conversion



 


		(a)	For
                                            the purpose of, or pending the discharge of, any of the obligations and liabilities secured
                                            by the Security Documents, the Security Agent may convert any moneys it receives or recovers
                                            from one currency to another, at a market rate of exchange. 



 


		(b)	The
                                            obligations of any Obligor to pay in the due currency may only be satisfied to the extent
                                            of the amount of the due currency purchased after deducting the costs of conversion. 



 


		29.5	Permitted
                                            Deductions 



 


The
Security Agent may, in its discretion: 


 


		(a)	set
                                            aside by way of reserve amounts required to meet, and make and pay, any deductions and withholdings
                                            (on account of Taxes or otherwise) which it is or may be required by any applicable law to
                                            make from any distribution or payment made by it under this Agreement; and 



 


		(b)	pay
                                            all Taxes which may be assessed against it in respect of any of the assets subject to a Security
                                            under the Security Documents, or as a consequence of performing its duties, or by virtue
                                            of its capacity as Security Agent, under any of the Finance Documents or otherwise (other
                                            than in connection with its remuneration for performing its duties under this Agreement).
                                            



 


		29.6	Good
                                            Discharge 



 


		(a)	Any
                                            payment to be made in respect of the obligations and liabilities secured by the Security
                                            Documents by the Security Agent may be made to the Facility Agent on behalf of the Finance
                                            Parties and any payment made in that way will be a good discharge, to the extent of that
                                            payment, by the Security Agent. 



 


		(b)	The
                                            Security Agent is under no obligation to make the payments to the Facility Agent under paragraph
                                            (a) above in the same currency as that in which the obligations and liabilities owing to
                                            the relevant Finance Party are denominated. 



 






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		30.	CONDUCT
                                            OF BUSINESS BY THE FINANCE PARTIES 



 


No
provision of any Finance Document will: 


 


		(a)	interfere
                                            with the right of any Finance Party to arrange its affairs (Tax or otherwise) in whatever
                                            manner it thinks fit; 



 


		(b)	oblige
                                            any Finance Party to investigate or claim any credit, relief, remission or repayment available
                                            to it or the extent, order and manner of any claim; or 



 


		(c)	oblige
                                            any Finance Party to disclose any information relating to its affairs (Tax or otherwise)
                                            or any computations in respect of Tax. 



 


		31.	SHARING
                                            AMONG THE FINANCE PARTIES 



 


		31.1	Payments
                                            to Finance Parties 



 


If
a Finance Party (a “Recovering Finance Party”)
receives or recovers any amount from an Obligor other than in accordance with Clause 32 (Payment Mechanics) and applies that amount to
a payment due under a Finance Document then: 


 








		(a)	the
                                            Recovering Finance Party must, within three Business Days, notify details of the receipt
                                            or recovery to the Facility Agent; 



 


		(b)	the
                                            Facility Agent must determine whether the receipt or recovery is in excess of the amount
                                            the Recovering Finance Party would have received had the receipt or recovery been received
                                            or made by the Facility Agent and distributed in accordance with Clause 32 (Payment Mechanics),
                                            without taking account of any Tax which would be imposed on the Facility Agent in relation
                                            to the receipt, recovery or distribution; and 



 


		(c)	the
                                            Recovering Finance Party must pay to the Facility Agent an amount (the “Sharing
                                            Payment”) equal to that receipt
                                            or recovery less any amount which the Facility Agent determines may be retained by the Recovering
                                            Finance Party as its share of any payment to be made, in accordance with Clause 32.5 (Partial
                                            Payments). 



 


		31.2	Redistribution
                                            of Payments 



 


The
Facility Agent must treat the Sharing Payment as if it had been paid by the relevant Obligor and distribute it between the Finance Parties
(other than the Recovering Finance Party) (the “Sharing Finance Parties”)
in accordance with Clause 32.5 (Partial Payments) towards the obligations of that Obligor to the Sharing Finance Parties. 


 


		31.3	Recovering
                                            Finance Party’s Rights 



 


		(a)	On
                                            a distribution by the Facility Agent under Clause 31.2 (Redistribution of Payments) the Recovering
                                            Finance Party will be subrogated to the rights of the Finance Parties which have shared in
                                            that redistribution. 



 


		(b)	If
                                            and to the extent that the Recovering Finance Party is not able to rely on its rights under
                                            paragraph (a) above, the relevant Obligor will owe the Recovering Finance Party a debt equal
                                            to the Sharing Payment which is immediately due and payable. 



 


		31.4	Reversal
                                            of Redistribution 



 


If
any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering
Finance Party, then: 


 


		(a)	each
                                            Sharing Finance Party must, on request of the Facility Agent, pay to the Facility Agent for
                                            the account of that Recovering Finance Party an amount equal to the appropriate part of its
                                            share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering
                                            Finance Party for its proportion of any interest on the Sharing Payment which that Recovering
                                            Finance Party is required to pay) (the “Redistributed Amount”);
                                            



 






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		(b)	at
                                            the time of the request by the Facility Agent under paragraph (a) above, the Sharing Finance
                                            Party will be subrogated to the rights of the Recovering Finance Party in respect of the
                                            relevant Redistributed Amount; and 



 


		(c)	if
                                            and to the extent that the Sharing Finance Party is not able to rely on its rights under
                                            paragraph (b) above as between the relevant Obligor and each relevant Sharing Finance Party,
                                            an amount equal to the relevant Redistributed Amount will be treated as not having been paid
                                            by that Obligor. 






 





		31.5	Exceptions



 


		(a)	This
                                            Clause will not apply to the extent that the Recovering Finance Party would not, after making
                                            any payment pursuant to this Clause, have a valid and enforceable claim against the relevant
                                            Obligor. 



 


		(b)	A
                                            Recovering Finance Party is not obliged to share with any other Finance Party any amount
                                            which the Recovering Finance Party has received or recovered as a result of taking legal
                                            or arbitration proceedings, if: 



 


		(i)	it
                                            notified that other Finance Party of the legal or arbitration proceedings; and 



 


		(ii)	that
                                            other Finance Party had an opportunity to participate in those legal or arbitration proceedings
                                            but did not do so as soon as reasonably practicable having received notice and did not take
                                            separate legal or arbitration proceedings. 



 


		32.	PAYMENT
                                            MECHANICS 



 


		32.1	Payments
                                            to the Facility Agent



 


		(a)	On
                                            each date on which a Party is required to make a payment to the Facility Agent under a Finance
                                            Document, that Party must make the payment available to the Facility Agent (unless a contrary
                                            indication appears in a Finance Document) for value on the due date at the time and in such
                                            funds specified by the Facility Agent to the Party concerned as being customary at the time
                                            for settlement of transactions in the relevant currency in the place of payment. 



 


		(b)	Unless
                                            a Finance Document specifies that payments under it are to be made in another manner, each
                                            payment must be made to such account in New York and with such bank as the Facility Agent
                                            specifies. 



 


		32.2	Distributions
                                            by the Facility Agent 



 


Each
payment received by the Facility Agent under the Finance Documents for another Party must, except as provided in this Clause, be paid
by the Facility Agent to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account
of its Facility Office) as soon as reasonably practicable after receipt, to such account in New York and with such bank as that Party
may notify to the Facility Agent by not less than five Business Days’ notice. 


 


		32.3	Distributions
                                            to an Obligor 



 


The
Facility Agent may (with the consent of an Obligor or in accordance with Clause 33 (Set-off)) apply any amount received by it for that
Obligor in or towards payment (as soon as reasonably practicable after receipt) of any amount due from that Obligor under the Finance
Documents. For this purpose the Facility Agent may apply the received sum in or towards the purchase of any amount of any currency to
be paid. 


 






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		32.4	Clawback
                                            and Pre-Funding 



 


		(a)	Where
                                            a sum is to be paid to the Facility Agent under the Finance Documents for another Party,
                                            the Facility Agent is not obliged to pay that sum to that other Party (or to enter into or
                                            perform any related exchange contract) until it has been able to establish to its satisfaction
                                            that it has actually received that sum. 



 


		(b)	Unless
                                            paragraph (c) below applies, if the Facility Agent pays an amount to another Party and it
                                            proves to be the case that the Facility Agent has not actually received that amount, then
                                            the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Facility Agent must on demand refund that amount
to the Facility Agent together with interest on that amount from the date of payment to the date of receipt by the Facility Agent, calculated
by the Facility Agent to reflect its cost of funds.



 


		(c)	If
                                            the Facility Agent is willing to make available amounts for the account of the Company before
                                            receiving funds from the Lenders, then if and to the extent that the Facility Agent does
                                            so but it proves to be the case that it does not then receive funds from a Lender in respect
                                            of a sum which it paid to the Company: 



 


		(i)	the
                                            Facility Agent must notify the Company promptly of that Lender’s identity and the Company
                                            must on demand refund it to the Facility Agent; and 



 


		(ii)	the
                                            Lender by whom those funds should have been made available or, if that Lender fails to do
                                            so, the Company must on demand pay to the Facility Agent the amount (as certified by the
                                            Facility Agent) which will indemnify the Facility Agent against any funding cost incurred
                                            by it as a result of paying out that sum before receiving those funds from that Lender. 



 


		32.5	Partial Payments



 


		(a)	If
                                            the Facility Agent receives a payment that is insufficient to discharge all the amounts then
                                            due and payable by an Obligor under the Finance Documents, the Facility Agent must apply
                                            that payment towards the obligations of that Obligor under the Finance Documents in the following
                                            order: 



 


		(i)	first,
                                            in or towards payment pro rata
                                            of any unpaid amount owing to the Administrative Parties, any Receiver or any Delegate under
                                            the Finance Documents; 



 


		(ii)	secondly,
                                            in or towards payment pro rata
                                            of any accrued interest, fees or commission due but unpaid under this Agreement; 



 


		(iii)	thirdly,
                                            in or towards payment pro rata
                                            of any principal sum due but unpaid under this Agreement; and 



 


		(iv)	fourthly,
                                            in or towards payment pro rata
                                            of any other sum due but unpaid under the Finance Documents. 



 


		(b)	The
                                            Facility Agent must, if so directed by all the Lenders, vary the order set out in paragraphs
                                            (a)(ii) to (a)(iv) above. 



 


		(c)	Paragraphs
                                            (a) and (b) above will override any appropriation made by an Obligor. 



 






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		32.6	No Set-Off by Obligors 



 


All
payments to be made by an Obligor under the Finance Documents will be calculated and be made without (and free and clear of any deduction
for) set-off or counterclaim. 


 


		32.7	Business Days 



 


		(a)	Any
                                            payment under the Finance Documents which is due to be made on a day that is not a Business
                                            Day will be made on the next Business Day in the same calendar month (if there is one) or
                                            the preceding Business Day (if there is not). 



 


		(b)	During
                                            any extension of the due date for payment of any principal or Unpaid Sum under this Agreement
                                            interest is payable on the principal or Unpaid Sum at the rate payable on the original due
                                            date. 



 


		32.8	Currency of Account



 


		(a)	Unless
                                            a Finance Document specifies otherwise, USD is the currency of account and payment for any
                                            sum due from an Obligor under any Finance Document. 



 


		(b)	Each
                                            payment in respect of costs, expenses or Taxes must be made in the currency in which the
                                            costs, expenses or Taxes are incurred. 



 


		(c)	Any
                                            amount expressed to be payable in a currency other than USD will be paid in that other currency.
                                            



 


		32.9	Change of Currency 



 


		(a)	Unless
                                            otherwise prohibited by law, if more than one currency or currency unit are at the same time
                                            recognised by the central bank of any country as the lawful currency of that country, then:
                                            



 


		(i)	any
                                            reference in the Finance Documents to, and any obligations arising under the Finance Documents
                                            in, the currency of that country will be translated into, or paid in, the currency or currency
                                            unit of that country designated by the Facility Agent (after consultation with the Company);
                                            and 



 


		(ii)	any
                                            translation from one currency or currency unit to another will be at the official rate of
                                            exchange recognised by the central bank for the conversion of that currency or currency unit
                                            into the other, rounded up or down by the Facility Agent (acting reasonably). 



 


		(b)	If
                                            a change in any currency of a country occurs (including where there is more than one currency
                                            or currency unit recognised at the same time as the lawful currency of a country), the Finance
                                            Documents will, to the extent the Facility Agent (acting reasonably and after consultation
                                            with the Company) specifies to be necessary, be amended to comply with any generally accepted
                                            conventions and market practice in the Relevant Market and otherwise reflect the change in
                                            currency. 



 


		32.10	Disruption to Payment Systems 



 


		(a)	If
                                            the Facility Agent determines (in its discretion) that a Disruption Event has occurred or
                                            the Facility Agent is notified by the Company that a Disruption Event has occurred: 



 


		(i)	the
                                            Facility Agent may, and must if requested to do so by the Company, consult with the Company
                                            with a view to agreeing with the Company such changes to the operation or administration
                                            of the Facility as the Facility Agent may decide are necessary in the circumstances; 



 






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		(ii)	the
                                            Facility Agent is not obliged to consult with the Company in relation to any changes if,
                                            in its opinion, it is not practicable to do so in the circumstances and, in any event, is
                                            not obliged to agree to any changes; and 



 


		(iii)	the
                                            Facility Agent may consult with the Finance Parties in relation to any changes but is not
                                            obliged to do so if, in its opinion, it is not practicable to do so in the circumstances.
                                            



 


		(b)	Any
                                            agreement between the Facility Agent and the Company will (whether or not it is finally determined
                                            that a Disruption Event has occurred) be binding on the Parties as an amendment to (or, as
                                            the case may be, a waiver of) the terms of the Finance Documents notwithstanding the provisions
                                            of Clause 38 (Amendments and Waivers).



 


		(c)	Notwithstanding
                                            any other provision of this Agreement, the Facility Agent will not be liable (whether in
                                            contract, tort or otherwise and whether caused by the Facility Agent’s negligence,
                                            gross negligence or any other category of liability whatsoever, but not including any claim
                                            based on the fraud of the Facility Agent) for any cost, loss or liability whatsoever any
                                            person incurs or any diminution in value arising as a result of the Facility Agent taking
                                            or not taking any action under or in connection with this Clause 32.10 (Disruption to Payment
                                            Systems). 



 


		(d)	The
                                            Facility Agent must notify the Finance Parties promptly of all changes agreed pursuant to
                                            paragraph (b) above. 



 


		32.11	Timing of Payments 



 


If
a Finance Document does not provide for when a particular payment is due, that payment will be due within three Business Days of demand
by the person to whom the payment is to be made (or, if that person is a Finance Party, the Facility Agent). 


 


		33.	SET-OFF 



 


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


 


		34.	NOTICES 



 


		34.1	Communications in Writing 



 


Any
communication to be made under or in connection with the Finance Documents must be made in writing and, unless otherwise stated, may
be made by fax or letter. 


 


		34.2	Addresses 



 


		(a)	Except
                                            as provided below, the contact details of each Party for any communication to be made or
                                            delivered under or in connection with the Finance Documents are those notified by that Party
                                            for this purpose to the Facility Agent on or before the date it becomes a Party. 



 






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		(b)	The
                                            contact details of the Company for this purpose are: 



 


	 	Address:	1
    Cathedral Piazza, 123 Victoria Street, London SW1E 5BP United Kingdom
	 	 
	 	Email:	Patrick.fegaly@ihstowers.com
	 	 	talin.shah@ihstowers.com
	 	 	grouptreasury.debt@ihstowers.com
	 	 	grouplegal@ihstowers.com
	 	 	 
	 	Attention:	Patrick
    Fegaly, Talin Shah




 


		(c)	The
                                            contact details of the Facility Agent for this purpose are: 



 


	 	Address:	6th Floor, 1 Basinghall
    Avenue, London, EC2V 5DD



 


	 	Fax:	+44
    (0)20 7885 9728
	 	 
	 	Email:	Loans.AgencyUK@sc.com
	 	 	 
	 	Attention:	Asset
    Servicing Manager



 


		(d)	Any
                                            Party may change its contact details by giving five Business Days’ notice to the Facility
                                            Agent or (in the case of the Facility Agent) to the other Parties. 



 


		34.3	Delivery



 


		(a)	Except
                                            as provided below, any communication made or delivered by one Party to another under or in
                                            connection with the Finance Documents will only be effective: 



 


		(i)	if
                                            by way of fax, when received in legible form; or 



 


		(ii)	if
                                            by way of registered mail or courier, when it has been delivered at the relevant address,
                                            



 


and,
if a particular department or officer is specified as part of its address details provided under Clause 34.2 (Addresses), if addressed
to that department or officer.


 


		(b)	Any
                                            communication to be made or delivered to an Agent will be effective only when actually received
                                            by that Agent, in accordance with paragraph (a) above. 



 


		(c)	All
                                            communications from or to an Obligor must be sent through the Facility Agent. 



 


		(d)	All
                                            communications from or to an Obligor (other than the Company) must be sent through the Company.
                                            



 


		(e)	Each
                                            Obligor (other than the Company) irrevocably appoints the Company to act as its agent: 



 


		(i)	to
                                            give and receive all communications under or in connection with the Finance Documents; 



 


		(ii)	to
                                            exercise any rights or discretions on its behalf under the Finance Documents; 



 


		(iii)	to
                                            supply all information concerning itself to any Finance Party; and 



 


		(iv)	to
                                            sign all documents on its behalf under or in connection with the Finance Documents.
                                            



 


		(f)	Any
                                            communication made or delivered to the Company in accordance with this Clause will be deemed
                                            to have been made or delivered to each of the Obligors. 



 


		(g)	Each
                                            Finance Party may assume that any communication made by the Company (or by the Company on
                                            behalf of an Obligor) is made with the consent of each other Obligor. 



 






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		(h)	Any
                                            communication which would otherwise become effective on a non-working day or after 5:00 p.m.
                                            (London time) in the place of receipt will be deemed only to become effective on the next
                                            working day in that place. 



 


		34.4	Notification of Address and Fax Number 



 


Promptly
on receipt of notification of a Party’s (a “Relevant Party”)
contact details or a change of a Relevant Party’s contact details, the Facility Agent must notify: 


 


		(a)	the
                                            Company; and



 


		(b)	(if
                                            the Relevant Party is the Company or an Agent) each Party other than the Relevant Party.
                                            



 


		34.5	Electronic Communication 



 


		(a)	Any
                                            communication to be made between any of the Parties under or in connection with the Finance
                                            Documents may be made by electronic mail or other electronic means (including, without limitation,
                                            by way of posting to a secure website), if the relevant Parties: 



 


		(i)	notify
                                            each other in writing of their electronic mail address and/or any other information required
                                            to enable the transmission of information by that means; and 



 


		(ii)	notify
                                            each other of any change to their electronic mail address or any other such information supplied
                                            by them. 



 


		(b)	Any
                                            electronic communication as specified in paragraph (a) above to be made between an Obligor
                                            and a Finance Party may only be made in that way to the extent that those two parties agree
                                            that, unless and until notified to the contrary, this is an accepted form of communication.
                                            



 


		(c)	For
                                            the purposes of the Finance Documents, an electronic communication will be treated as being
                                            in writing. 



 


		(d)	Any
                                            electronic communication as specified in paragraph (a) above made between the Parties will
                                            be effective only when actually received (or made available) in readable form and in the
                                            case of any electronic communication made by a Party to an Agent only if it is addressed
                                            in such 



		a	manner
                                            as that Agent may specify for this purpose. 



 


		(e)	Any
                                            electronic communication which would otherwise become effective on a non-working day or after
                                            business hours in the place in which the Party to whom the relevant communication is sent
                                            or made available has its address for the purposes of this Agreement will be deemed only
                                            to become effective on the next working day in that place. 



 


		(f)	Any
                                            reference in a Finance Document to a communication being sent or received will be construed
                                            to include that communication being made available in accordance with this Clause 34.5 (Electronic
                                            Communication). 



 


		34.6	English Language 



 


		(a)	Any
                                            communication made under or in connection with any Finance Document must be in English. 



 


		(b)	All
                                            other documents provided under or in connection with any Finance Document must be: 



 


		(i)	in
                                            English; or 



 






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		(ii)	if
                                            not in English, and if so required by the Facility Agent, accompanied by a certified English
                                            translation and, in this case, the English translation will prevail unless the document is
                                            a constitutional, statutory or other official document. 



 


		35.	CALCULATIONS AND CERTIFICATES



 


		35.1	Accounts



 


In
any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained
by a Finance Party are prima facie evidence of the matters to which they relate.


 


		35.2	Certificates and Determinations 



 


Any
certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error,
conclusive evidence of the matters to which it relates. 


 


		35.3	Day Count Convention and Interest Calculation 



 


		(a)	Any
                                            interest, commission or fee accruing under a Finance Document will accrue from day to day
                                            and the amount of any such interest, commission or fee is calculated: 



 


		(i)	on
                                            the basis of the actual number of days elapsed and a year of 360 days (or, in any case where
                                            the practice in the Relevant Market differs, in accordance with that market practice); and
                                            



 


		(ii)	subject
                                            to paragraph (b) below, without rounding. 



 


		(b)	The
                                            aggregate amount of any accrued interest, commission or fee which is or becomes payable by
                                            an Obligor under a Finance Document shall be rounded to 2 decimal places. 



 


		36.	PARTIAL INVALIDITY 



 


If,
at any time, any term of a Finance Document is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction,
that will not affect: 


 


		(a)	the
                                            legality, validity or enforceability in that jurisdiction of any other term of any Finance
                                            Document; or 



 


		(b)	the
                                            legality, validity or enforceability in other jurisdictions of that or any other term of
                                            any Finance Document. 



 


		37.	REMEDIES AND WAIVERS 



 


No
failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under a Finance Document will
operate as a waiver, nor will any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise
of any other right or remedy. The rights and remedies provided in each Finance Document are cumulative and not exclusive of any rights
or remedies provided by law and may be waived only in writing and specifically. 


 






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		38.	AMENDMENTS AND WAIVERS 



 


		38.1	Required Consents



 


		(a)	Except
                                            as provided in this Clause, any term of or any right or remedy under a Finance Document may
                                            be amended or waived only with the consent of the Company and the Majority Lenders and any
                                            such amendment or waiver will be binding on all the Parties. 



 


		(b)	The
                                            Facility Agent or, where applicable, the Security Agent may effect, on behalf of any Finance
                                            Party, any amendment or waiver permitted by this Clause. The relevant Agent must notify the
                                            other Parties promptly of any amendment or waiver effected by it under this paragraph. 



 


		(c)	Each
                                            Obligor agrees to any amendment or waiver permitted by this Clause which is agreed to by
                                            the Company. 



 


		38.2	All Lender Matters 



 


Subject
to Clause 38.4 (Changes to Reference Rates), an amendment or waiver of any term of or any right or remedy under a Finance Document that
has the effect of changing or which relates to: 


 


		(a)	the
                                            definitions of  “Majority Lenders”, “Approved Acquisition”,
                                            “[***]”, “[***]”, “TIM Fiber Acquisition”
                                            or “[***]”;



 


		(b)	an
                                            extension of the date of payment of any scheduled amount to or for the account of a Lender
                                            under the Finance Documents, except as agreed by an individual Lender in respect of its Commitment
                                            or participation in any Loan; 



 


		(c)	a
                                            release of any Security created pursuant to a Security Document other than in accordance
                                            with the terms of the Finance Documents; 



 


		(d)	a
                                            redenomination of a Commitment into another currency; 



 


		(e)	a
                                            reduction in the Margin or a reduction in the amount or change in currency of any payment
                                            of principal, interest, fee or other amount payable to or for the account of a Lender under
                                            the Finance Documents, except as agreed by an individual Lender in respect of its Commitment
                                            or participation in any Loan; 



 


		(f)	an
                                            increase in any Commitment or the Total Commitments or an extension of the Availability Period
                                            or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders
                                            rateably under the Facility; 



 


		(g)	changes
                                            to the Obligors otherwise than as permitted under this Agreement; 



 


		(h)	the
                                            definition of Anti-Corruption Laws, Clause 18.21 (Anti-Bribery and Corruption Laws) or Clause
                                            22.5 (Anti-Bribery and Corruption and Anti-Money Laundering); 



 


		(i)	the
                                            definition of Restricted Party, Sanctioned Country, Sanctions or Sanctions List, Clause 7.4
                                            (Mandatory Prepayment – Sanctions Etc.), Clause 18.20 (Sanctions) or Clause 22.4 (Sanctions);
                                            



 


		(i)	(other
                                            than as expressly permitted by the provisions of any Finance Document): 



 


		(ii)	the
                                            nature or scope of the guarantee and indemnity granted under Clause 16 (Guarantee and Indemnity);
                                            



 






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		(iii)	the
                                            manner in which the proceeds of enforcement of any Security created pursuant to the Security
                                            Documents are distributed; and 



 


		(iv)	the
                                            release of any guarantee and indemnity granted under Clause 16 (Guarantee and Indemnity);
                                            



 


		(j)	any
                                            provision of a Finance Document which expressly requires the consent of all the Lenders;
                                            or 



 


		(k)	Clause
                                            2.3 (Finance Parties’ Rights and Obligations), Clause 3 (Purpose), Clause 7.1 (Mandatory
                                            Prepayment – Illegality), the definition of “Permitted Transferee” set
                                            out in Clause 7.2 (Mandatory Prepayment – Change of Control), Clause 25 (Changes to
                                            the Lenders), Clause 31 (Sharing Among the Finance Parties), Clause 42 (Governing Law), Clause
                                            43.2 (Jurisdiction of English Courts) or this Clause, 



 


shall
not be made without the prior consent of all the Lenders.


 


		38.3	Other Exceptions



 


		(a)	The
                                            Security Documents may be amended, varied, waived or modified with the agreement of the relevant
                                            security provider and the Security Agent. 



 


		(b)	An
                                            amendment or waiver which relates to the rights or obligations of the Facility Agent, the
                                            Arranger or the Security Agent (each in their capacity as such) may not be effected without
                                            the consent of the Facility Agent, the Arranger or the Security Agent (as applicable). 



 


		(c)	If
                                            any Lender does not accept or reject a request for a consent, waiver or amendment of or in
                                            relation to any of the terms of any Finance Document or other vote of Lenders under the terms
                                            of this Agreement within 15 Business Days (unless the Company and the Facility Agent agree
                                            to a longer time period in relation to any request) of that request being made, its Commitment
                                            and/or participation shall not be included for the purpose of calculating the Total Commitments
                                            or participations under the Facility when ascertaining whether any relevant percentage (including,
                                            for the avoidance of doubt, unanimity) of Total Commitments and/or participations has been
                                            obtained to approve that request. 



 


		(d)	Notwithstanding
                                            Clause 38.2 (All Lender Matters), a Fee Letter may be amended or waived with the agreement
                                            of each Administrative Party that is a party to that Fee Letter and the Company. 



 


		(e)	The
                                            Facility Agent may agree with the Company at any time any amendment to or modification of
                                            a name or other details of an Original Lender as set out in Part 1 of Schedule 1 (The Parties)
                                            which is technical in nature or which is necessary to correct a manifest error. 



 


		38.4	Changes to Reference Rates 



 


Subject
to paragraph (b) of Clause 38.3 (Other Exceptions), if a Published Rate Replacement Event has occurred in relation to any Published Rate
for dollars, any amendment or waiver which relates to: 


 


		(a)	providing
                                            for the use of a Replacement Reference Rate in relation to dollars in place of that Published
                                            Rate; and 



 


(b)


 


		(i)	aligning
                                            any provision of any Finance Document to the use of that Replacement Reference Rate; 



 






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		(ii)	enabling
                                            that Replacement Reference Rate to be used for the calculation of interest under this Agreement
                                            (including, without limitation, any consequential changes required to enable that Replacement
                                            Reference Rate to be used for the purposes of this Agreement); 



 


		(iii)	implementing
                                            market conventions applicable to that Replacement Reference Rate; 



 


		(iv)	providing
                                            for appropriate fallback (and market disruption) provisions for that Replacement Reference
                                            Rate ; or 



 


		(v)	adjusting
                                            the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of
                                            economic value from one Party to another as a result of the application of that Replacement
                                            Reference Rate (and if any adjustment or method for calculating any adjustment has been formally
                                            designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall
                                            be determined on the basis of that designation, nomination or recommendation),  



 


may be made with the consent of the Facility Agent (acting
on the instructions of the Majority Lenders) and the Company.


 


		(c)	An
                                            amendment or waiver that relates to, or has the effect of, aligning the means of calculation
                                            of interest on a Compounded Rate Loan under this Agreement to any recommendation of a Relevant
                                            Nominating Body which: 



 


		(i)	relates
                                            to the use of the RFR for dollars on a compounded basis in the international or any relevant
                                            domestic syndicated loan markets; and 



 


		(ii)	is
                                            issued on or after the date of this Agreement, 



 


may
be made with the consent of the Facility Agent (acting on the instructions of the Majority Lenders) and the Company.


 


		38.5	Disenfranchisement of Defaulting Lenders



 


		(a)	In
                                            ascertaining the Majority Lenders or whether any given percentage (including, for the avoidance
                                            of doubt, unanimity) of the Total Commitments has been obtained to approve any request for
                                            a consent, waiver, amendment or other vote under the Finance Documents, a Defaulting Lender’s
                                            Commitments and participations will be deemed to be zero. 



 


		(b)	For
                                            the purposes of this Clause 38.5 the Facility Agent may assume that the following Lenders
                                            are Defaulting Lenders: 



 


		(i)	any
                                            Lender which has notified the Facility Agent that it has become a Defaulting Lender; and
                                            



 


		(ii)	any
                                            Lender in relation to which it is aware that any of the events or circumstances referred
                                            to in paragraph (a), (b) or (c) of the definition of Defaulting Lender has occurred, 



 


unless
it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Facility
Agent) or the Facility Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.


 






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		38.6	Replacement of a Defaulting Lender



 


		(a)	The
                                            Company may, at any time a Lender has become and continues to be a Defaulting Lender, by
                                            giving five Business Days’ prior written notice to the Facility Agent and such Lender,
                                            replace such Lender by requiring such Lender to (and to the extent permitted by law, such
                                            Lender shall) transfer pursuant to Clause 25 (Changes to the Lenders) all (and not part only)
                                            of its rights and obligations under this Agreement to a Lender or other bank, financial institution
                                            or other entity (a “Replacement Lender”)
                                            selected by the Company, which (unless the Replacement Lender is already a Lender or the
                                            Facility Agent is an Impaired Agent) has satisfied all the Facility Agent’s “know
                                            your client” and other similar checks, which confirms its willingness to assume and
                                            does assume all the obligations or all the relevant obligations of the transferring Lender
                                            (including the assumption of the transferring Lender’s participations or unfunded participations
                                            (as the case may be) on the same basis as the transferring Lender) for a purchase price in
                                            cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s
                                            participation in the outstanding Loans and all accrued interest, Break Costs and other amounts
                                            payable in relation thereto under the Finance Documents. 



 


		(b)	Any
                                            transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 38.5 shall
                                            be subject to the following conditions: 



 


		(i)	neither
                                            the Facility Agent nor the Defaulting Lender shall have any obligation to the Company to
                                            find a Replacement Lender; 



 


		(ii)	the
                                            transfer must take place no later than 60 days after the notice referred to in paragraph
(a)
above;                                             



 


		(iii)	in
                                            no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender
                                            any of the fees received by the Defaulting Lender pursuant to the Finance Documents; and
                                            



 


		(iv)	the
                                            Lender shall only be obliged to transfer its rights and obligations pursuant to this paragraph
                                            (b) once it has complied with (acting reasonably) all necessary “know your customer”
                                            or other similar checks under all applicable laws and regulations in relation to that transfer.
                                            



 


		39.	CONFIDENTIAL INFORMATION



 


		39.1	Confidentiality



 


		(a)	Each
                                            Finance Party must keep all Confidential Information confidential and not disclose it to
                                            any person, save to the extent permitted by Clause 39.2 (Disclosure of Confidential Information)
                                            and Clause 39.3 (Disclosure to Numbering Service Providers). 



 


		(b)	Each
                                            Finance Party must ensure that all Confidential Information is protected with security measures
                                            and a degree of care that would apply to its own confidential information. 



 


		39.2	Disclosure of Confidential Information 



 


Any
Finance Party may disclose: 


 


		(a)	to
                                            any of its Affiliates and Related Funds and any of its or their officers, directors, employees,
                                            professional advisers, insurers, insurance brokers, auditors, partners, service providers,
                                            Representatives and professional advisers of such Representatives such Confidential Information
                                            as that Finance Party considers appropriate if any person to whom the Confidential Information
                                            is to be given pursuant to this paragraph (a) is informed in writing of its confidential
                                            nature and that some or all of such Confidential Information may be price-sensitive information
                                            except that there is no such requirement to so inform if the recipient is subject to professional
                                            obligations to maintain the confidentiality of the information or is otherwise bound by requirements
                                            of confidentiality in relation to the Confidential Information; 



 



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		(b)	to
                                            any person: 



 


		(i)	to
                                            (or through) whom it assigns, transfers or novates (or may potentially assign, transfer or
                                            novate) all or any of its rights and/or obligations under one or more Finance Documents or
                                            which succeeds (or which may potentially succeed) it as an Administrative Party and, in each
                                            case, to any of that person’s Affiliates, Related Funds, Representatives, professional
                                            advisers and agents; 



 


		(ii)	with
                                            (or through) whom it enters into (or may potentially enter into), whether directly or indirectly,
                                            any sub-participation in relation to, or any other transaction under which payments are to
                                            be made or may be made by reference to, one or more Finance Documents and/or one or more
                                            Obligors and to any of that person’s Affiliates, Related Funds, Representatives, professional
                                            advisers and agents; 



 


		(iii)	appointed
                                            by any Finance Party or by a person to whom paragraph (b)(i) or (b)(ii) above applies to
                                            receive communications, notices, information or documents delivered pursuant to the Finance
                                            Documents on its behalf (including, without limitation, any person appointed under paragraph
                                            (c) of Clause 28.14 (Relationship with the Lenders)); 



 


		(iv)	who
                                            invests in or otherwise finances (or may potentially invest in or otherwise finance), directly
                                            or indirectly, any transaction referred to in paragraphs (b)(i) or (b)(ii) above; 



 


		(v)	to
                                            whom information is required or requested to be disclosed by any court of competent jurisdiction
                                            or any governmental, banking, taxation or other regulatory authority or similar body, the
                                            rules of any relevant stock exchange, listing authority or similar body, or pursuant to any
                                            applicable law or regulation; 



 


		(vi)	to
                                            whom information is required to be disclosed in connection with, and for the purposes of,
                                            any litigation, arbitration, administrative or other investigations, proceedings or disputes;
                                            



 


		(vii)	to
                                            whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security
                                            (or may do so) pursuant to Clause 25.8 (Security Over Lenders’ Rights); 



 


		(viii) 	who
                                            is a Party or a member of the Group; 



 


		(ix)	who
                                            is a direct or indirect provider of credit protection to any Lender; or 



 


		(x)	with
                                            the consent of the Company, 



 


in
each case, such Confidential Information as that Finance Party considers appropriate if:


 


		(A)	in
                                            relation to paragraphs (b)(i), (b)(ii) and (b)(iii) above, the person to whom the Confidential
                                            Information is to be given has entered into a Confidentiality Undertaking except that there
                                            is no requirement for a Confidentiality Undertaking if the recipient is a professional adviser
                                            and is subject to professional obligations to maintain the confidentiality of the Confidential
                                            Information; 



 






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		(B)	in
                                            relation to paragraph (b)(iv) above, the person to whom the Confidential Information is to
                                            be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements
                                            of confidentiality in relation to the Confidential Information they receive and is informed
                                            that some or all of such Confidential Information may be price-sensitive information; 



 


		(C)	in
                                            relation to paragraphs (b)(v), (b)(vi) and (b)(vii) above, the person to whom the Confidential
                                            Information is to be given is informed of its confidential nature and that some or all of
                                            such Confidential Information may be price-sensitive information except that there is no
                                            requirement to inform if, in the opinion of that Finance Party, it is not practicable so
                                            to do in the circumstances; 



 


		(c)	to
                                            any person appointed by that Finance Party or by a person to whom paragraph (b)(i) or (b)(ii)
                                            above applies to provide administration or settlement services in respect of one or more
                                            of the Finance Documents including, without limitation, in relation to the trading of participations
                                            in respect of the Finance Documents, such Confidential Information as may be required to
                                            be disclosed to enable such service provider to provide any of the services referred to in
                                            this paragraph (c) if the service provider to whom the Confidential Information is to be given has entered into
a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement
Service Providers or such other form of confidentiality undertaking agreed between the Company and the relevant Finance Party; and 



 


		(d)	to
                                            any rating agency (including its professional advisers) such Confidential Information as
                                            may be required to be disclosed to enable such rating agency to carry out its normal rating
                                            activities in relation to the Finance Documents and/or the Obligors if the rating agency
                                            to whom the Confidential Information is to be given is informed of its confidential nature
                                            and that some or all of such Confidential Information may be price-sensitive information.
                                            



 


		39.3	Disclosure to Numbering Service Providers 



 


		(a)	Any
                                            Finance Party may disclose to any national or international numbering service provider appointed
                                            by that Finance Party to provide identification numbering services in respect of this Agreement,
                                            the Facility and/or the Company the following information: 



 


		(i)	the
                                            names of the Obligors; 



 


		(ii)	the
                                            country of domicile of the Obligors; 



 


		(iii)	the
                                            place of incorporation of the Obligors; 



 


		(iv)	the
                                            date of this Agreement; 



 


		(v)	the
                                            governing law of this Agreement; 



 


		(vi)	the
                                            names of the Facility Agent and the Arrangers; 



 


		(vii)	the
                                            date of each amendment and restatement of this Agreement; 



 


		(viii)	the
                                            amount and name of the Facility (and any tranches); 



 


		(ix)	the
                                            amount of the Total Commitments; 



 


		(x)	the
                                            currency of the Facility; 



 






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		(xi)	the
                                            type of the Facility; 



 


		(xii)	the
                                            ranking of the Facility; 



 


		(xiii)	the
                                            Termination Date for the Facility; 



 


		(xiv)	changes
                                            to any of the information previously supplied pursuant to paragraphs (i) to (xiii) above;
                                            and 



 


		(xv)	such
                                            other information agreed between such Finance Party and the Company, 



 


to
enable such numbering service provider to provide its usual syndicated loan numbering identification services.


 


		(b)	The
                                            Parties acknowledge and agree that each identification number assigned to this Agreement,
                                            the Facility and/or one or more Obligors by a numbering service provider and the information
                                            associated with each such number may be disclosed to users of its services in accordance
                                            with the standard terms and conditions of that numbering service provider. 



  


		(c)	The
                                            Company represents that none of the information set out in paragraphs (i) to (xv) of paragraph
                                            (a) above is unpublished price-sensitive information. 



 


		39.4	Entire Agreement 



 


This
Clause: 


 


		(a)	constitutes
                                            the entire agreement between the Parties in relation to the obligations of the Finance Parties
                                            under the Finance Documents regarding Confidential Information; and 



 


		(b)	supersedes
                                            any previous agreement, whether express or implied, regarding Confidential Information.
                                            



 


		39.5	Inside Information 



 


Each
Finance Party acknowledges that some or all of the Confidential Information is or may be price- sensitive information and that the use
of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and
market abuse and each of the Finance Parties undertakes not to use any Confidential Information for any unlawful purpose. 


 


		39.6	Notification of Disclosure 



 


Each
Finance Party agrees (to the extent permitted by law and regulation) to inform the Company: 


 


		(a)	of
                                            the circumstances of any disclosure of Confidential Information made pursuant to paragraph
                                            (b)(v) of Clause 39.2 (Disclosure of Confidential Information) except where such disclosure
                                            is made to any of the persons referred to in that paragraph during the ordinary course of
                                            its supervisory or regulatory function; and 



 


		(b)	on
                                            becoming aware that Confidential Information has been disclosed in breach of this Clause.
                                            



 


		39.7	Continuing Obligations 



 


The
obligations in this Clause are continuing and, in particular, will survive and remain binding on each Finance Party for a period of 12
months from the earlier of: 


 


		(a)	the
                                            date on which all amounts payable by the Obligors under or in connection with this Agreement
                                            have been paid in full and all Commitments have been cancelled or otherwise cease to be available;
                                            and 



 






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		(b)	the
                                            date on which such Finance Party otherwise ceases to be a Finance Party. 



 


		40.	CONFIDENTIALITY OF FUNDING RATES



 


		40.1	Confidentiality and Disclosure



 


		(a)	The
                                            Facility Agent and each Obligor agree to keep each Funding Rate confidential and not to disclose
                                            it to any person, save to the extent permitted by paragraphs (b) and (c) below. 



 


		(b)	The
                                            Facility Agent may disclose: 



 


		(i)	any
                                            Funding Rate to each Obligor pursuant to Clause 8.5 (Notification of Rates of Interest);
                                            and 



 


		(ii)	any
                                            Funding Rate to any person appointed by it to provide administration services in respect
                                            of one or more of the Finance Documents to the extent necessary to enable such service provider
                                            to provide those services if the service provider to whom that information is to be given
                                            has entered into a confidentiality agreement substantially in the form of the LMA Master
                                            Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such
                                            other form of confidentiality undertaking agreed between the Facility Agent and the relevant
                                            Lender. 



 


		(c)	The
                                            Facility Agent may disclose any Funding Rate, and the Company may disclose any Funding Rate,
                                            to: 



 


		(i)	any of
                                                              its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives
                                                              if any person to whom that Funding Rate is to be given pursuant to this paragraph (i) is informed in writing of its confidential
                                                              nature and that it may be price-sensitive information except that there is no requirement to so inform the recipient if the
                                                              recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or is otherwise bound by
                                                              requirements of confidentiality in relation to it; 



 


		(ii)	any
                                            person to whom information is required or requested to be disclosed by any court of competent
                                            jurisdiction or any governmental, banking, taxation or other regulatory authority or similar
                                            body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation
                                            if the person to whom that Funding Rate is to be given is informed in writing of its confidential
                                            nature and that it may be price-sensitive information except that there is no requirement
                                            to so inform the recipient if, in the opinion of the Facility Agent or the relevant Obligor,
                                            as the case may be, it is not practicable to do so in the circumstances; 



 


		(iii)	any
                                            person to whom information is required to be disclosed in connection with, and for the purposes
                                            of, any litigation, arbitration, administrative or other investigations, proceedings or disputes
                                            if the person to whom that Funding Rate is to be given is informed in writing of its confidential
                                            nature and that it may be price-sensitive information except that there is no requirement
                                            to so inform the recipient if, in the opinion of the Facility Agent or the relevant Obligor,
                                            as the case may be, it is not practicable to do so in the circumstances; and 



 


		(iv)	any
                                            person with the consent of the relevant Lender, as the case may be. 



 






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		40.2	Related Obligations



 


		(a)	The
                                            Facility Agent and each Obligor acknowledge that each Funding Rate is or may be price-sensitive
                                            information and that its use may be regulated or prohibited by applicable legislation including
                                            securities law relating to insider dealing and market abuse and the Facility Agent and each
                                            Obligor undertake not to use any Funding Rate for any unlawful purpose. 



 


		(b)	The
                                            Facility Agent and each Obligor agree (to the extent permitted by law and regulation) to
                                            inform the relevant Lender: 



 


		(i)	of
                                            the circumstances of any disclosure made pursuant to paragraph (c)(ii) of Clause 40.1 (Confidentiality
                                            and Disclosure) except where such disclosure is made to any of the persons referred to in
                                            that paragraph during the ordinary course of its supervisory or regulatory function; and
                                            



 


		(ii)	on
                                            becoming aware that any information has been disclosed in breach of this Clause. 



 


		40.3	No Event of Default 



 


No
Event of Default will occur under Clause 23.4 (Other Obligations) by reason only of an Obligor’s failure to comply with this Clause.



 


		41.	COUNTERPARTS 



 


Each
Finance Document may be executed in any number of counterparts. This has the same effect as if the signatures on the counterparts were
on a single copy of the Finance Document. 


 


		42.	GOVERNING LAW 



 


This
Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law. 


 


		43.	ENFORCEMENT 



 


		43.1	Arbitration



 


		(a)	Subject
                                            to paragraph (d) below, any dispute arising out of or in connection with this Agreement (including
                                            a dispute relating to the existence, validity or termination of this Agreement or any non-contractual
                                            obligation arising out of in connection with this Agreement) (a “Dispute”)
                                            shall be referred to and finally resolved by arbitration under the Arbitration Rules of the
                                            London Court of International Arbitration (the “LCIA”)
                                            (the “Rules”).
                                            



 


		(b)	In
                                            respect of the formation of arbitral tribunal, seat and language of arbitration: 



 


		(i)	the
                                            arbitral tribunal shall consist of three arbitrators. The Facility Agent (on behalf of the
                                            Majority Lenders) shall nominate one arbitrator; the Company shall nominate the second arbitrator,
                                            and a third arbitrator (who shall act as Chairman) shall be appointed by the arbitrators
                                            nominated by the Facility Agent (on behalf of the Majority Lenders) and the Company or, in
                                            the absence of agreement on the third arbitrator within ten Business Days of the appointment
                                            of the second arbitrator, by the LCIA Court (as defined in the Rules); 



 


		(ii)	the
                                            seat of arbitration shall be London, England; 



 


		(iii)	the
                                            language of the arbitration shall be English; and 



 






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		(iv)	the
                                            governing law of the arbitration agreement shall be English law. 



 


		(c)	For
                                            the purposes of arbitration pursuant to this Clause 43.1, the Parties waive any right of
                                            application to the English courts to determine a preliminary point of law or appeal on a
                                            point of law under Sections 45 and 69 of the Arbitration Act 1996. 



 


		(d)	Before
                                            the Finance Parties have filed, as the case may be, a Request for Arbitration or Response
                                            (in each case, as defined in the Rules) the Facility Agent may (and shall, if so instructed
                                            by the Majority Lenders) by notice in writing to all other Parties require that all Disputes
                                            or a specific Dispute be heard by a court of law. If the Facility Agent gives such notice,
                                            the Dispute to which such notice refers shall be determined in accordance with Clause 43.2
                                            (Jurisdiction of English Courts). 



 


		43.2	Jurisdiction of English Courts 



 


		(a)	If
                                            the Facility Agent issues a notice pursuant to paragraph (d) of Clause 43.1 (Arbitration),
                                            the provisions of this Clause 43.2 (Jurisdiction of English Courts) shall apply. 



 


		(b)	The courts of England have exclusive
                                            jurisdiction to settle any Dispute. 



 


		(c)	The Parties
                                            agree that the English courts are the most appropriate and convenient courts to settle Disputes
                                            and accordingly no Party will argue to the contrary. 



 


		(d)	This Clause
                                            43.2 (Jurisdiction of English Courts) is for the benefit of the Finance Parties only. As
                                            a result, to the extent permitted by law: 



 


		(i)	no Finance
                                            Party will be prevented from taking proceedings relating to a Dispute in any other courts
                                            with jurisdiction; and 



 


		(ii)	the Finance Parties may take
                                            concurrent proceedings in any number of jurisdictions. 



 


		43.3	Service of Process



 


		(a)	Without prejudice
                                            to any other mode of service allowed under any relevant law, the Company and each Original
                                            Guarantor: 



 


		(i)	irrevocably
                                            appoints IHS Africa (UK) Limited, 1 Cathedral Piazza, 123 Victoria Street, London, SW1E 5BP
                                            as its agent under the Finance Documents for service of process in relation to any proceedings
                                            before the English courts in connection with any Finance Document; and 



 


		(ii)	agrees
                                            that failure by a process agent to notify the Company or an Original Guarantor of the process
                                            will not invalidate the proceedings concerned. 



 


		(b)	If any person
                                            appointed as process agent under this Clause 43.3 (Service of Process) is unable for any
                                            reason so to act, the Company and each Original Guarantor must immediately (and in any event
                                            within ten days of the event taking place) appoint another agent on terms acceptable to the
                                            Facility Agent. Failing this, the Facility Agent may appoint another process agent for this
                                            purpose. 



 






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44.         ACKNOWLEDGEMENT
REGARDING ANY SUPPORTED QFCS


 


44.1       Acknowledgment


 


		(a)	To the extent
                                            that the Finance Documents provide support, through a guarantee or otherwise, for any agreement
                                            or instrument that is a QFC (such support, “QFC Credit Support” and each such
                                            QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect
                                            to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit
                                            Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act
                                            (together with the regulations promulgated thereunder, the U.S. Special Resolution Regimes)
                                            in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable
                                            notwithstanding that the Finance Documents and any Supported QFC may in fact be stated to
                                            be governed by the laws of the State of New York and/or of the United States or any other
                                            state of the United States); 



 


		(b)	in the event
                                            a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes
                                            subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported
                                            QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under
                                            such Supported QFC and such QFC Credit Support, and any rights in property securing such
                                            Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the
                                            same extent as the transfer would be effective under the U.S. Special Resolution Regime if
                                            the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights
                                            in property) were governed by the laws of the United States or a state of the United States.
                                            In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to
                                            a proceeding under a U.S. Special Resolution Regime, Default Rights
under the Finance Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against
such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special
Resolution Regime if the Supported QFC and the Finance Documents were governed by the laws of the United States or a state of the United
States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting
Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.






 


44.2 Definitions


 


		(a)	As used in this Clause 44, the
                                            following terms have the following meanings: 



 


“BHC Act Affiliate”
of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of
such party.


 


“Covered Entity”
means any of the following:


 


		(i)	a “covered
                                            entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §
                                            252.82(b); 



 


		(ii)	a “covered bank”
                                            as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or 



 


		(iii)	a “covered FSI”
                                            as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). 



 


“Default Right” has the meaning assigned
to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.


 


“QFC” has the meaning assigned to the
term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).


 






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45.          CONTRACTUAL
RECOGNITION OF BAIL-IN


 


		(a)	Notwithstanding
                                            any other term of any Finance Document or any other agreement, arrangement or understanding
                                            between the Parties, each Party acknowledges and accepts that any liability of any Party
                                            to any other Party under or in connection with the Finance Documents may be subject to Bail-In
                                            Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the
                                            effect of: 



 


		(i)	any Bail-In Action in relation
                                            to any such liability, including (without limitation): 



 


		(A)	a reduction,
                                            in full or in part, in the principal amount, or outstanding amount due (including any accrued
                                            but unpaid interest) in respect of any such liability; 



 


		(B)	a conversion
                                            of all, or part of, any such liability into shares or other instruments of ownership that
                                            may be issued to, or conferred on, it; and 



 


		(C)	a cancellation of any such
                                            liability; and 



 


		(ii)	a variation
                                            of any term of any Finance Document to the extent necessary to give effect to any Bail-In
                                            Action in relation to any such liability. 



 


THIS AGREEMENT has been entered into on the date stated
at the beginning of this Agreement.


 






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SCHEDULE 1


 


The Parties


 


Part 1


 


The Original Lenders


 





	Original Lender	 	 	Commitment	 
	Goldman Sachs Lending Partners LLC	 	 	USD	166,666,667	 
	JPMorgan Chase Bank, N.A., London Branch	 	 	USD	166,666,667	 
	Standard Chartered Bank	 	 	USD	 166,666,666	 
	 	 	 	USD	 500,000,000	 



 






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Part 2


 


The Guarantors at the
date of this Agreement


 


None at the date of this Agreement.


 






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SCHEDULE 2


 


Conditions Precedent


 


Part 1


 


Conditions Precedent
to Initial Utilisation


 


1.            Corporate
Documentation


 


		(a)	A copy of the constitutional documents
                                            of the Company. 



 


		(b)	A copy of a resolution of the
                                            board of directors of the Company: 



 


		(i)	approving the terms of, and the
                                            transactions contemplated by, the Finance Documents to which it is a party and resolving
                                            that it execute the Finance Documents to which it is a party; 



 


		(ii)	authorising a specified person
                                            or persons to execute the Finance Documents to which it is a party on its behalf; and 



 


		(iii)	authorising a specified person
                                            or persons, on its behalf, to sign and/or despatch all documents and notices (including any
                                            Utilisation Request) to be signed and/or despatched by it under or in connection with the
                                            Finance Documents to which it is a party. 



 


		(c)	A specimen signature of each person
                                            authorised by the resolutions referred to in paragraph (b) above. 



 


		(d)	A certificate of the Company (signed
                                            by a director) confirming (as at the date of the certificate) that: 



 


		(i)	borrowing or guaranteeing or
                                            securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee,
                                            security or similar limit binding on the Company to be exceeded; 



 


		(ii)	no Default or Event of Default
                                            has occurred and is continuing; 



 


		(iii)	no Material Adverse Change
                                            has occurred; and 



 


		(iv)	the Repeating Representations
                                            are true in all material respects (except where that representation and warranty is already
                                            qualified by materiality under Clause 18 (Representations)). 



 


		(e)	A certificate of the Company (dated
                                            no earlier than the date of this Agreement) certifying that each copy document relating it
                                            and specified in this Part 1 of Schedule 2 (Conditions Precedent) is correct, complete and
                                            in full force and effect and has not been amended or superseded. 



 


2.            Finance
Documents


 


		(a)	A duly executed copy of this Agreement.
                                            



 


		(b)	A duly executed copy of each Fee
                                            Letter. 



 


3.            Legal
Opinions


 


		(a)	The following legal opinions:
                                            



 


		(i)	a legal opinion of CC Worldwide
                                            Ltd, legal advisers to the Arrangers and the Facility Agent in England; and 



 






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		(ii)	a legal opinion
of BLC, legal advisers to the Arrangers and the Facility Agent in Mauritius, 


 


each substantially in the form distributed to the Original
Lenders, and addressed to the Finance Parties at the date of that opinion.


 


		(b)	A legal opinion of Walkers, legal
                                            advisers to the Arrangers and the Facility Agent in the Cayman Islands providing, subject
                                            to customary assumptions and qualifications, customary legal opinions with regards to choice
                                            of English law and enforcement of English judgments, substantially in the form distributed
                                            to the Original Lenders, and addressed to the Finance Parties at the date of that opinion.
                                            



 


4.           Other
Documents and Evidence


 


		(a)	Evidence
                                            that the agent for service of process in England and Wales referred to in Clause 43.3 (Service
                                            of Process) has accepted its appointment. 



 


		(b)	Copies of
                                            any and all licences required by the Company or any Material Subsidiary to conduct its business.
                                            



 


		(c)	A certified copy of the Group
                                            Structure Chart. 



 


		(d)	A copy of the Original Financial
                                            Statements. 



 


		(e)	The White List. 



 


		(f)	Evidence
                                            that all fees, costs and expenses then due and payable from the Company under this Agreement
                                            have been or will be paid on the earlier of (i) the date falling five Business Days after
                                            the date of this Agreement and (ii) the first Utilisation Date. 



 


		(g)	Copies of
                                            each Existing Material Subsidiary Debt Facility, in the form in force as at the date of this
                                            Agreement. 



 


		(h)	The Financial Plan. 



 


		(i)	The form of sources and uses (the “CP
                                            Form of Sources & Uses”) to be delivered in respect of the TIM Fiber Acquisition,
                                            [***], [***] or [***] (as applicable) (the “Sources & Uses”).



 


		(j)	The form of certificate (the “Agreed
                                            Form Acquisition Certificate”) to be delivered in respect of the TIM Fiber Acquisition,
                                            [***], [***] or [***] (as applicable) confirming that as at a date no earlier than
                                            the date of the relevant Utilisation Request:



 


		(i)	all conditions
                                            precedent (howsoever described) to the closing of the relevant acquisition under the TIM
                                            Fiber Acquisition Documents, [***] Documents, [***] Documents or
[***] Documents (as applicable) have been, or will be, satisfied or waived;






 





		(ii)	the TIM Fiber Acquisition Documents, the [***] Documents, [***] Documents or [***] Documents (as
                                                                  applicable) provided by the Company to the Facility Agent in respect of the TIM Fiber Acquisition, [***], [***] or [***] (as
                                                                  applicable) is true, accurate and complete;


 


		(iii)	the Sources
                                            & Uses delivered in connection with the relevant acquisition to which such certificate
                                            relates are (to the best of the Company’s knowledge) not misleading in any material
                                            respects which would be materially prejudicial to the Lenders under the Finance Documents;
                                            and 



 






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		(iv)	in relation to the updated Financial
                                            Plan delivered in connection with the relevant acquisition to which such certificate relates:
                                            



 


		(A)	that Financial Plan has been
                                            prepared in accordance with IFRS, and the financial projections contained in that Financial
                                            Plan are fair and based on reasonable assumptions; and 



 


		(B)	any financial projection or
                                            forecast contained in that Financial Plan has been prepared on the basis of reasonable assumptions
                                            and was fair (as at the date of the relevant report or document containing the projection
                                            or forecast) and arrived at after careful consideration. 



 






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Part 2


 


Conditions Precedent
Required to be Delivered by a Guarantor


 


1.           Corporate Documentation


 


		(a)	An Accession Letter, duly executed
                                            by each Guarantor and the Company. 



 


		(b)	A copy of the constitutional documents
                                            of each Guarantor. 



 


		(c)	A copy of a resolution of the
                                            board of directors of each Guarantor: 



 


		(i)	approving
                                            the terms of, and the transactions contemplated by, the Accession Letter and the Finance
                                            Documents and resolving that it execute the Accession Letter; 



 


		(ii)	in the case of each of the Guarantors
                                            incorporated in Nigeria, confirming that guaranteeing the obligations under the Agreement
                                            is in the best interest, and for the corporate benefit, of the Guarantor; 



 


		(iii)	authorising a specified person
                                            or persons to execute the Accession Letter on its behalf; and 



 


		(iv)	authorising
                                            a specified person or persons, on its behalf, to sign and/or despatch all other documents
                                            and notices to be signed and/or despatched by it under or in connection with the Finance
                                            Documents. 



 


		(d)	A certificate of an authorised
                                            signatory of each Guarantor certifying that: 



 


		(i)	each copy
                                            document specified in Part 2 of this Schedule is correct, complete and in full force and
                                            effect as at a date no earlier than the date of the Accession Letter; 



 


		(ii)	guaranteeing
                                            the Total Commitments will not cause any guaranteeing or similar limit binding on it to be
                                            exceeded; 



 


		(iii)	in the
                                            case of each of the Guarantors incorporated in Nigeria, guaranteeing the obligations under
                                            the Agreement is in the best interest, and in the corporate benefit, of the Guarantor; and
                                            



 


		(iv)	the Company is authorised to
                                            act as its agent in connection with the Finance Documents. 



 


		2.	Legal Opinions



 


The following legal opinions: 


 


		(a)	a legal opinion of the legal
                                            advisers to the Arrangers and the Facility Agent in England; and 



 


		(b)	a legal
                                            opinion of the legal advisers to the Arrangers and the Facility Agent in the jurisdiction
                                            of incorporation of each Guarantor, 



 


each substantially in the form distributed to the Original
Lenders before signing the Accession Letter, and addressed to the Finance Parties at the date of that opinion.


 


3.           Other
Documents and Evidence


 


		(a)	In the case
                                            of each Guarantor not incorporated in England and Wales, evidence that it has appointed IHS
                                            Africa (UK) Limited as its agent for service of process, and that IHS Africa (UK) Limited
                                            has accepted its appointment in relation to that Guarantor. 



 






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		(b)	To the extent required, documents
                                            required to evidence that any financial assistance “whitewash” or other analogous
                                            procedure has been carried out in accordance with applicable law and regulation in the jurisdiction
                                            of incorporation of each Guarantor. 



 


		(c)	Any additional documentation or other
                                            evidence necessary to ensure that the obligations any Guarantor shall be expressed to assume
                                            under the Finance Documents shall constitute fully effective and perfected legal, valid,
                                            binding and enforceable obligations (which, for the avoidance of doubt, shall not include
                                            any requirement for any Accession Letter or this Agreement to be stamped by the relevant
                                            tax authorities in Nigeria). 



 


		(d)	Evidence that all necessary registration
                                            and stamping formalities (including, without limitation the payment of any fees or Tax (but
                                            which, for the avoidance of doubt, shall not include any requirement for any Accession Letter
                                            or this Agreement to be stamped by the relevant tax authorities in Nigeria)) required to
                                            be complied with by law or regulation in relation to the Accession Letter have been, or will
                                            be, complied with within the applicable time limit for completion of such formalities imposed
                                            by the relevant law or regulation. 



 






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Part 3


 


  Conditions Precedent Required to be Delivered
in Respect of the TIM Fiber Acquisition


 


		(a)	A copy of the Sources & Uses in
                                            respect of the TIM Fiber Acquisition, provided for information purposes only and without
                                            a right of approval for the Facility Agent or any of the Lenders if in the form of the CP
                                            Form of Sources and Uses. 



 


		(b)	A copy of the TIM Fiber Acquisition
                                            Document relating to the TIM Fiber Acquisition for information purposes only and without
                                            a right of approval for the Facility Agent or any of the Lenders. 



 


		(c)	A copy of a certificate in respect
                                            of the TIM Fiber Acquisition signed by an authorised signatory of the Company in the form
                                            of the Agreed Form Acquisition Certificate. 



 


		(d)	A copy of (i) the commercial due diligence
                                            report dated December 2020 prepared by Bain and Company and (ii) the financial due diligence
                                            report dated January 2021 prepared by KPMG, in each case obtained by the Group in connection
                                            with the TIM Fiber Acquisition for information purposes only and without a right of approval
                                            for the Facility Agent or any of the Lenders (to the extent capable of being disclosed to
                                            the Lenders on a non-reliance basis, after the relevant member of the Group has used all
                                            reasonable endeavours to obtain consent for such disclosure). 



 


		(e)	A copy of an updated Financial Plan
                                            in respect of the TIM Fiber Acquisition (assuming completion of the TIM Fiber Acquisition,
                                            for the period until the Termination Date from the date of completion the TIM Fiber Acquisition
                                            and the updated Financial Plan shows that there will not be a breach or default in respect
                                            of any of the financial covenants set out in Clause 20 (Financial Covenant) at any time during
                                            that period (for information purposes only)). 



 






    163


     


    

 


Part 4


 


Conditions Precedent Required to be delivered
in Respect of the [***]


 


		(a)	A copy of the
                                            Sources & Uses in respect of the
                                            [***], provided for information purposes only and without a right of approval for the Facility Agent
                                            or any of the Lenders if in the form of the CP Form of Sources and Uses. 



 


		(b)	A copy of the
                                             [***] Documents relating to
                                            the  [***] for information purposes
                                            only and without a right of approval for the Facility Agent or any of the Lenders. 



 


		(c)	A copy of a certificate
                                            in respect of the [***] signed
                                            by an authorised signatory of the Company in the form of the Agreed Form Acquisition Certificate.
                                            



 


		(d)	A copy of each due diligence or similar
                                            report obtained by the Group in connection with the [***] for information purposes only and without a right of approval for the Facility Agent or any of the Lenders (to the extent capable of
being disclosed to the Lenders on a non-reliance basis, after the relevant member of the Group has used all reasonable endeavours to
obtain consent for such disclosure).



 


 


		(e)	A copy of an updated Financial
Plan in respect of the[***] (assuming completion of the [***], for the period until the Termination Date from the date of completion
the [***] and the updated Financial Plan shows that there will not be a breach
or default in respect of any of the financial covenants set out in Clause 20 (Financial Covenant) at any time during that period (for
information purposes only)).


 






    164


     


    

 


Part 5


 


   Conditions Precedent Required to be
delivered in Respect of the [***]


 


		(a)	A copy of the
                                            Sources & Uses in respect of the [***],
                                            provided for information purposes only and without a right of approval for the Facility Agent
                                            or any of the Lenders if in the form of the CP Form of Sources and Uses. 



 


		(b)	A copy of the
                                            [***] Documents relating to
                                            the [***] for information purposes
                                            only and without a right of approval for the Facility Agent or any of the Lenders. 



 


		(c)	A copy of a certificate
                                            in respect of the [***]  signed
                                            by an authorised signatory of the Company in the form of the Agreed Form Acquisition Certificate.
                                            



 


		(d)	A copy of each due diligence or similar
                                            report obtained by the Group in connection with the [***] for information purposes only and without a right of approval for the Facility Agent or any of the Lenders (to the extent
capable of being disclosed to the Lenders on a non-reliance basis, after the relevant member of the Group has used all reasonable
endeavours to obtain consent for such disclosure).



 


		(e)	A copy of an updated Financial Plan
                                            in respect of the [***] (assuming
                                            completion of the [***], for the period until the Termination Date from the date of completion the
[***]and the updated Financial Plan shows that there will not be a breach or default in respect of any of the financial covenants set out
in Clause 20 (Financial Covenant) at any time during that period (for information purposes only)).                                            









 






    165


     


    

 


Part 6


 


 Conditions Precedent Required to be Delivered
in Respect of the [***]


 


		(a)	A copy of the Sources & Uses in
                                            respect of the [***], provided
                                            for information purposes only and without a right of approval for the Facility Agent or any
                                            of the Lenders if in the form of the CP Form of Sources and Uses. 



 


		(b)	A copy of the [***]
                                            Documents relating to the [***]
                                            for information purposes only and without a right of approval for the Facility Agent or any
                                            of the Lenders. 



 


		(c)	A copy of a certificate in respect
                                            of the [***] signed by an authorised
                                            signatory of the Company in the form of the Agreed Form Acquisition Certificate. 



 


		(d)	A copy of each due diligence or similar
                                            report obtained by the Group in connection with the [***]
for information purposes only and without a right of approval for the Facility Agent or any of the Lenders (to the extent capable of
being disclosed to the Lenders on a non-reliance basis, after the relevant member of the Group has used all reasonable endeavours to
obtain consent for such disclosure).



 


		(e)	A copy of an updated Financial Plan
                                            in respect of the [***] (assuming
                                            completion of the [***], for the period until the Termination Date from the date of completion the
[***]
and the updated Financial Plan shows that there will not be a breach or default in respect of any of the financial covenants set out
in Clause 20 (Financial Covenant) at any time during that period (for information purposes only)).                                            






 






    166


     


    

 


SCHEDULE 3


 


Requests and Notices


 


Part 1


 


Form of Utilisation Request


 


	To:	[●]  as Facility Agent
	 	 
	From:	[●]
	 	 
	Date:	[●]



 


IHS Holding Limited –
USD500,000,000 Credit


Agreement dated [●]2021
(the “Agreement”)


 


		1.	We refer to
                                            the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same
                                            meaning in this Utilisation Request unless given a different meaning in this Utilisation
                                            Request. 



 


		2.	We wish to borrow a Loan on the
                                            following terms: 



 


		(a)	Proposed Utilisation Date: [●]
                                            (or, if that is not a Business Day, the next Business Day); 



 


		(b)	Currency of Loan: USD; 



 


		(c)	Amount: USD[●] or, if less,
                                            the Available Facility; 



 


		(d)	Interest Period: [●]; and
                                            



 


		(e)	Purpose of Loan: [TIM Fiber Acquisition]
                                            /  [***] / [***]
                                            / [***].



 


		3.	We confirm
                                            that each condition precedent under the Agreement which is required to be satisfied on the
                                            date of this Utilisation Request is satisfied. 



 


		4.	The proceeds of this Loan should
                                            be credited to [account]. 



 


		5.	This Utilisation Request is irrevocable.
                                            



 


IHS Holding Limited


 





 



By:


 


“WARNING: Please seek Dutch legal advice
(i) until the interpretation of the term “public” (as referred to in Article 4.1(1) of the Capital Requirements Regulation
(EU/575/2013)) has been published by the competent authority, if the share of a Lender in any Utilisation requested by a Dutch Borrower
is less than EUR100,000 (or the foreign currency equivalent thereof) and (ii) as soon as the interpretation of the term “public”
has been published by the competent authority, if the Lender is considered to be part of the public on the basis of such interpretation.”


 






    167


     


    

 


Part 2


 


Form of Selection Notice


 


 





	To:	[●]  as Facility Agent
	 	 
	From:	IHS Holding Limited
	 	 
	Date:	[●]


 


Dear Sirs


 


IHS Holding Limited –
USD500,000,000 Credit


Agreement dated [●]
2021 (the “Agreement”)


 


	1.	We refer to the Agreement. This is
                                            a Selection Notice. Terms defined in the Agreement have the same meaning in this Selection
                                            Notice unless given a different meaning in this Selection Notice. 



 


	2.	We refer to
    the following Loans with an Interest Period ending on [     ].



 


	3.	We request that the next
    Interest Period for the above Loans is [     ].



 


	4.	This Selection Notice is
    irrevocable.


 





	Yours faithfully	 
	 	 
	 	 
	authorised signatory for 

IHS HOLDING LIMITED	 



 






    168


     


    

 


SCHEDULE 4


 


Form of Transfer Certificate


 


		To:	[●] as Facility
                                            Agent



 


		From:	[EXISTING LENDER] (the
                                            “Existing Lender”) and [NEW LENDER] (the “New Lender”)



 


		Date:	[●]



 


IHS Holding Limited –
USD500,000,000


Credit Agreement dated
[●] 2021 (the “Agreement”)


 


We refer to the Agreement. This is a
Transfer Certificate. Terms defined in the Agreement have the same meaning in this Transfer Certificate unless given a different meaning
in this Transfer Certificate.


 


		1.	The Existing Lender transfers by
                                            novation to the New Lender the Existing Lender’s rights and obligations referred to
                                            in the Schedule below in accordance with the terms of the Agreement. 



 


		2.	The proposed Transfer Date is [●].
                                            



 


		3.	The New Lender expressly acknowledges
                                            the limitations on the Existing Lender’s obligations in respect of this Transfer Certificate
                                            contained in the Agreement. 



 


		4.	The administrative details of the
                                            New Lender for the purposes of the Agreement are set out in the Schedule. 



 


		5.	This Transfer Certificate may be
                                            executed in any number of counterparts and this has the same effect as if the signatures
                                            on the counterparts were on a single copy of this Transfer Certificate. 



 


		6.	This Transfer Certificate and any
                                            non-contractual obligations arising out of or in connection with it are governed by English
                                            law. 



 


“WARNING: Please seek Dutch legal advice
(i) until the interpretation of the term “public” (as referred to in Article 4.1(1) of the Capital Requirements Regulation
(EU/575/2013)) has been published by the competent authority, if any amount lent to a Dutch borrower is to be transferred which is less
than EUR100,000 (or the foreign currency equivalent thereof) and (ii) as soon as the interpretation of the term “public” has
been published by the competent authority, if a New Lender is or would be considered to be part of the public on the basis of such interpretation”.


 






    169


     


    

 


The Schedule


 


Rights and obligations to be transferred by novation


[insert relevant details,
including applicable Commitment (or part)] 


 


Administrative details
of the New Lender 


[insert details of Facility
Office, address for notices and payment details etc.]


 


[Existing Lender]


 


	 	 
	By:	 



 


[New Lender]


 





	 	 
	By:	 


 


The Transfer Date is confirmed by the Facility Agent as [●].


 


[●]


 





 





	as Facility Agent for and on behalf of each of the parties to the Agreement (other than the Existing Lender and the New Lender)	 
	 	 
	 	 
	By:	 


 


Note: The execution of this Transfer Certificate
may not transfer a proportionate share of the Existing Lender’s interest in the security in all jurisdictions. It is the responsibility
of the New Lender to ascertain whether any other documents or other formalities are required to perfect a transfer of such a share in
the Existing Lender’s security in any jurisdiction and, if so, to arrange for execution of those documents and completion of those
formalities.


 






    170


     


    

 


SCHEDULE 5


 


Form of Assignment Agreement


 


		To:	[●] as Facility
                                            Agent and the Company



 


		From:	[EXISTING LENDER] (the
                                            “Existing Lender”) and [NEW LENDER] (the “New Lender”) 



Date: [●]


 


IHS Holding Limited – USD500,000,000


Credit Agreement dated [●] 2021 (the “Agreement”)


 


We refer to the Agreement. This is an Assignment Agreement.
Terms defined in the Agreement have the same meaning in this Assignment Agreement unless given a different meaning in this Assignment
Agreement.


 


		1.	In accordance with the terms of
                                            the Agreement: 



 


		(a)	the Existing
                                            Lender assigns absolutely to the New Lender all the rights of the Existing Lender specified
                                            in the Schedule; 



 


		(b)	to the extent
                                            the obligations referred to in paragraph (c) below are effectively assumed by the New Lender,
                                            the Existing Lender is released from its obligations under the Agreement specified in the
                                            Schedule; 



 


		(c)	the New
                                            Lender assumes obligations equivalent to those obligations of the Existing Lender under the
                                            Agreement specified in the Schedule; and 



 


		(d)	the New
                                            Lender becomes a Lender under the Agreement and is bound by the terms of the Agreement as
                                            a Lender. 



 


		2.	The proposed Transfer Date is [●].
                                            



 


		3.	The New Lender
                                            expressly acknowledges the limitations on the Existing Lender’s obligations in respect
                                            of this Assignment Agreement contained in the Agreement. 



 


		4.	The administrative
                                            details of the New Lender for the purposes of the Agreement are set out in the Schedule.
                                            



 


		5.	This Assignment
                                            Agreement acts as notice to the Facility Agent (on behalf of the Company and each Finance
                                            Party) of the assignment referred to in this Assignment Agreement. 



 


		6.	This Assignment
                                            Agreement may be executed in any number of counterparts and this has the same effect as if
                                            the signatures on the counterparts were on a single copy of the Assignment Agreement. 



 


		7.	This Assignment
                                            Agreement and any non-contractual obligations arising out of or in connection with it are
                                            governed by English law. 



 


“WARNING: Please seek Dutch legal advice
(i) until the interpretation of the term “public” (as referred to in Article 4.1(1) of the Capital Requirements Regulation
(EU/575/2013)) has been published by the competent authority, if any amount lent to a Dutch borrower is to be assigned which is less than
EUR100,000 (or the foreign currency equivalent thereof) and (ii) as soon as the interpretation of the term “public” has been
published by the competent authority, if a New Lender is or would be considered to be part of the public on the basis of such interpretation”.


 






    171


     


    

 


The Schedule


 


Rights and obligations
to be transferred by assignment, assumption and release 


[insert relevant details,
including applicable Commitment (or part)]


 


Administrative details
of the New Lender 


[insert details of Facility
Office, address for notices and payment details etc.]


 


[Existing Lender]


 





	 	 
	By:	 


 


[New Lender]


 





	 	 
	By:	 


 


The Transfer Date is confirmed by the Facility Agent as [●].


 


[●]


 


	as Facility Agent for and on behalf
of each of the parties to the Agreement (other than the Existing Lender and the New Lender)	 
	 	 
	 	 
	By:	 


 


Note: The execution of this Assignment Agreement
may not transfer a proportionate share of the Existing Lender’s interest in the security in all jurisdictions. It is the responsibility
of the New Lender to ascertain whether any other documents or other formalities are required to perfect a transfer of such a share in
the Existing Lender’s security in any jurisdiction and, if so, to arrange for execution of those documents and completion of those
formalities. An assignment may give rise to stamp duty or transfer tax issues. There will be no liability to stamp duty or SDRT in the
UK if the loan capital exemption is available.


 






    172


     


    

 


SCHEDULE 6


 


Form of Compliance Certificate


 


		To:	[●] as Facility
                                            Agent



 


		From:	IHS Holding Limited



 


		Date:	[●]



 


IHS Holding Limited – USD500,000,000


Credit Agreement dated [●] 2021 (the “Agreement”)


 


		1.	We refer to
                                            the Agreement. This is a Compliance Certificate. Terms defined in the Agreement have the
                                            same meaning in this Compliance Certificate unless given a different meaning in this Compliance
                                            Certificate. 



 


		2.	We confirm that: 



 


		(a)	On the last day of the Relevant
                                            Period ending on [●] Net Financial Indebtedness was [●] and EBITDA for such Relevant
                                            Period was [●]. Therefore the Leverage Ratio at such time [did/did not] exceed [●]
                                            times for such Relevant Period and the covenant contained in paragraph (b) of Clause 20.2
                                            (Financial Condition) [has/has not] been complied with. 



 


		(b)	On the last
                                            day of the Relevant Period ending on [●] EBITDA was [●] and Net Cash Finance
                                            Interest Adjusted For Leases for such Relevant Period was [●]. Therefore the Interest
                                            Cover Ratio at such time [did/did not] exceed [●] times for such Relevant Period and
                                            the covenant contained in paragraph (a) of Clause 20.2 (Financial Condition) [has/has not]
                                            been complied with. 



 


		(c)	[We have
                                            received an Additional Investment in an amount of USD [●] which has been applied in
                                            accordance with Clause 20.4 (Equity Cure).] 



 


		(d)	[We confirm no Default or Material
                                            Subsidiary Event of Default is continuing.] 



 


		(e)	[As at the
                                            last day of the Relevant Period ending on [●], the following entities are Material
                                            Subsidiaries of the Company: 



 


[●].]


 


IHS Holding Limited


 





	By:	 
	[ Officer]	 
	 	 


 


	1	 



 






    173


     


    

 


SCHEDULE 7


 


Form of Increase Confirmation


 


		To:	[●] as Facility
                                            Agent and IHS Holding Limited as the Company



 


		From:	[[the Increase
                                            Lender] (the “Increase Lender”)]



 


		Date:	[●]



 


IHS Holding Limited – USD500,000,000


Credit Agreement dated [●] 2021 (the “Agreement”)


 


	1.	We refer to the Agreement.
                                            This agreement (the “Increase Agreement”) shall take effect as an Increase
                                            Confirmation for the purpose of the Agreement. Terms defined in the Agreement have the same
                                            meaning in this Increase Agreement unless given a different meaning in this Increase Agreement.



 


	2.	We refer to Clause 2.2 (Increase)
                                            of the Agreement. 



 


	3.	The Increase Lender
                                            agrees to assume and will assume all of the obligations corresponding to the Commitment specified
                                            in the Schedule (the “Relevant Commitment”) as if it was an Original Lender
                                            under the Agreement.



 


	4.	The proposed date
                                            on which the increase in relation to the Increase Lender and the Relevant Commitment is to
                                            take effect (the “Increase Date”) is [●].



 


	5.	On the Increase
                                            Date, the Increase Lender becomes party to the relevant Finance Documents as a Lender. 



 


	6.	The Facilities Office and address,
                                            fax number and attention details for notices to the [Increase Lender] / for the purposes
                                            of Clause 34.2 (Addresses), are set out in the Schedule. 



 


	7.	The Increase
                                            Lender expressly acknowledges the limitations on the Lenders’ obligations referred
                                            to in paragraph (g) of Clause 2.2 (Increase). 



 


	8.	This Increase
                                            Agreement may be executed in any number of counterparts (each of which shall constitute an
                                            original) and this has the same effect as if the signatures on the counterparts were on a
                                            single copy of this Increase Agreement. Delivery of a counterpart of this Increase Agreement
                                            by email attachment or telecopy shall be an effective mode of delivery. 



 


	9.	This Increase
                                            Agreement and any non-contractual obligations arising out of or in connection with it are
                                            governed by, and shall be construed in accordance with, English law. 



 


	10.	This Increase
                                            Agreement has been entered into on the date stated at the beginning of this Increase Agreement.
                                            



 






    174


     


    

 


The Schedule


 


Relevant Commitment/Rights and
Obligations

 to be Assumed by the Increase Lender


 


[insert relevant details]


 


[Facility office address, fax
number and attention details for

 notices and account details for payments]


 


Increase Lender


 





	 	 
	By:	 


 


This Increase Agreement is accepted as an Increase
Confirmation for the purposes of the Agreement by the Facility Agent and the Increase Date is confirmed as [●].


 


Facility Agent


 





	 	 
	By:	 


 






    175


     


    

 


SCHEDULE 8


 


Form of Accession Letter


 


		To:	[●] as Facility
                                            Agent



 


		From:	IHS Holding Limited
                                            as the Company and [PROPOSED GUARANTOR]



 


		Date:	[●]



 


IHS Holding Limited – USD500,000,000


Credit Agreement dated [●] 2021(the “Agreement”)


 


		1.	We refer to the Agreement. This
                                            is an Accession Letter. Terms defined in the Agreement have the same meaning in this Accession
                                            Letter unless given a different meaning in this Accession Letter. 



 


		2.	[Name of company] agrees to become
                                            a Guarantor and to be bound by the terms of the Agreement as a Guarantor. [Name of company]
                                            is a company duly incorporated under the laws of [name of relevant jurisdiction]. 



 


		3.	[Name of company]’s administrative
                                            details are as follows: [●]. 



 


		4.	This Accession Letter is intended
                                            to take effect as a deed. 



 


		5.	This Accession
                                            Letter and any non-contractual obligations arising out of or in connection with it are governed
                                            by English law. 



 


IHS Holding Limited Executed as
a deed by 
 [Proposed Guarantor] 
 in the presence of


 





	 	 
	Director	 


 






    176


     


    

 


SCHEDULE 9


 


Form of Resignation Letter


 


		To:	[●] as Facility
                                            Agent



 


		From:	IHS Holding Limited
                                            as the Company and [EXITING GUARANTOR]



 


		Date:	[●]



 


IHS Holding Limited – USD500,000,000


Credit Agreement dated [●] 2021 (the “Agreement”)


 


		1.	We refer to the Agreement. This
                                            is a Resignation Letter. Terms defined in the Agreement have the same meaning in this Resignation
                                            Letter unless given a different meaning in this Resignation Letter. 



 


		2.	We request that [Exiting Guarantor]
                                            be released from its obligations as a Guarantor under the Agreement. 



 


		3.	We confirm that: 



 


		(a)	no Default is continuing or would
                                            result from the acceptance of this request; 



 


		(b)	as at the date of this Resignation
                                            Letter [no amount owing by [Exiting Guarantor] under any Finance Document as a Guarantor
                                            is outstanding]; and 



 


		(c)	[●]. 



 


		4.	This Resignation Letter and any
                                            non-contractual obligations arising out of or in connection with it are governed by English
                                            law. 



 


IHS Holding Limited


 





	 	 
	By:	 


 


[Exiting Guarantor]


 





	By:	 


 


The Facility Agent confirms that this resignation takes
effect on [●].


[●] 


as Facility Agent


 





	 	 
	By:	 


 






    177


     


    

 


SCHEDULE 10


 


Forms of Notifiable Debt Purchase Transaction Notice


 


Part 1


 


Form of Notice on Entering Into Notifiable Debt Purchase
Transaction


 


		To:	[●] as Facility
                                            Agent



 


		From:	[LENDER]



 


		Date:	[●]



 


IHS Holding Limited –
USD500,000,000 


Credit Agreement dated [●] 2021 (the “Agreement”)


 


		1.	We refer to
                                            paragraph (b) of Clause 26.2 (Disenfranchisement on Debt Purchase Transactions Entered into
                                            by Affiliates) of the Agreement. Terms defined in the Agreement have the same meaning in
                                            this notice unless given a different meaning in this notice. 



 


		2.	We have entered into a Notifiable
                                            Debt Purchase Transaction. 



 


		3.	The Notifiable
                                            Debt Purchase Transaction referred to in paragraph 2 above relates to the amount of our Commitment
                                            as set out below. 



 


	Commitment	Amount of our Commitment
    to which Notifiable Debt Purchase Transaction relates
	 	 
	[Commitment]	[insert
    amount (of that Commitment) to which the relevant Debt Purchase Transaction applies]




 


[Lender]


 





	 	 
	By:	 


 






    178


     


    

  


Part 2


 


Form of Notice on Termination
of Notifiable Debt Purchase


Transaction/Notifiable Debt Purchase Transaction Ceasing to be with Sponsor


 


	To:	[●] as Facility Agent




 


	From:	[LENDER]
	 	 
	Date:	[●]




 


IHS Holding Limited –
USD500,000,000


Credit Agreement dated
[●] 2021 (the “Agreement”)


 


		1.	We refer to paragraph (c) of Clause
                                            26.2 (Disenfranchisement on Debt Purchase Transactions Entered into by Affiliates) of the
                                            Agreement. Terms defined in the Agreement have the same meaning in this notice unless given
                                            a different meaning in this notice. 



 


		2.	A Notifiable Debt Purchase Transaction
                                            which we entered into and which we notified you of in a notice dated [ ] has [terminated]/[ceased
                                            to be with a Sponsor Affiliate]. 



 


		3.	The Notifiable Debt Purchase Transaction
                                            referred to in paragraph 2 above relates to the amount of our Commitment as set out below.
                                            



 


	Commitment	Amount of our Commitment to which Notifiable
    Debt Purchase Transaction relates (Base Currency)
	 	
	[Commitment]	[insert amount (of that Commitment) to
    which the relevant Debt Purchase Transaction applies]
	 	
	[LENDER]	 	 
	 	 	 
	By:	 	 


 



    179


     


    




 


SCHEDULE 11


 


Form of Company Bridge
Facility Certificate


 





	To:	[●] as Facility Agent
	 	 
	From:	IHS Holding Limited
	 	 
	Date:	[●]


 


IHS Holding Limited –
USD500,000,000


Credit Agreement dated
[●] 2021 (the “Agreement”)


 


		1.	We refer to the Agreement.
                                            This is the certificate referred to in Clause 6.2(f) (Extension of Termination Date) of the
                                            Agreement. 



 


		2.	We confirm that as at the date of this
                                            certificate: 



 


		(a)	[[●] [is/are] the borrower[s]
                                            and [●] [is/are] the guarantor[s] of a [quantum] Company Bridge Facility with
                                            a maturity of [insert maturity date]; and



 


		(b)	[●] [is/are] the borrower[s] and
                                            [●] [is/are] the guarantor[s] of a [quantum] Company Bridge Facility with a
                                            maturity of [insert maturity date]].



 


IHS Holding Limited


 


	By: 	                                             	 
	[Officer]/[Authorised
    Signatory]     	 




 









    180


     


    

 


SCHEDULE
12


 


Existing
Security  




 


	Member
    of the Group	 	Details
    of Security
	IHS Côte
    d’Ivoire S.A.	1.	Share pledge dated 30 June 2015 relating to the shares of IHS Mauritius Cote d’Ivoire Limited
    entered into between IHS Holding Limited and EBI SA
	 	 	 
	 	2.	Contrat De Nantissement D’Actions relating to the shares of IHS Cote d’Ivoire Limited
    dated 30 June 2015 entered into between IHS Mauritius Cote d’Ivoire Limited and EBI SA
	 	 	 
	 	3.	Contrat De Nantissement D’Actions De Second Rang relating to the shares of IHS Cote d’Ivoire
    Limited dated 11 August 2017 entered into between IHS Mauritius Cote d’Ivoire Limited and EBI SA
	 	 	 
	 	4.	Declaration de Nantissement de Compte De Titres Financiers dated 30 June 2015 entered into between
    IHS Mauritius Cote d’Ivoire Limited and EBI SA
	 	 	 
	 	5.	Contrat de Gage De Biens Meubles Sans Depossesion dated 30 June 2015 entered into between IHS Mauritius
    Cote d’Ivoire Limited and EBI SA
	 	 	 
	 	6.	Contrat de Gage De Biens Meubles Sans Depossesion dated 11 August 2017 entered into between IHS Mauritius
    Cote d’Ivore Limited and EBI SA
	 	 	 
	 	7.	Contrat De Nantissement De Creances dated 30 June 2015 entered into between IHS Cote d’Ivoire
    SA and EBI SA
	 	 	 
	 	8.	Contrat De Nantissement De Creances De Second Rang dated 11 August 2017 entered into between IHS
    Cote d’Ivoire SA and EBI SA
	 	 	 
	 	9.	Contrat De Nantissement De Creances (Prets d’Actionnaires) dated 30 June 2015 entered into
    between IHS Mauritius Cote d’Ivoire SA and EBI SA
	 	 	 
	 	10.	Contrat De Nantissement De Creances De Second Rang (Prets d’Actionnaires) dated 11 August 2017
    entered into between IHS Mauritius Cote d’Ivoire SA and EBI SA
	 	 	 
	 	11.	Contrat De Nantissement De Comptes Bancaires dated 30 June 2015 entered into between IHS Cote d’Ivoire
    SA and EBI SA
	 	 	 
	 	12.	Contrat De Nantissement De Comptes Bancaires De Second Rang dated 11 August 2017 entered into between
    IHS Cote d’Ivoire SA and EBI SA



 






    181


     


    

 


	IHS Zambia Limited	1.	Fixed and floating
                                            charge dated 13 February 2021 entered into between IHS Zambia Limited, as Chargor and Standard
                                            Chartered Bank, as Collateral Agent;



 


		2.	Security Assignment Agreement of
                                            IHS Zambia Limited’s rights in respect of assigned agreements dated 13 February 2021
                                            entered into between IHS Zambia Limited, as Assignor and Standard Chartered Bank, as Collateral
                                            Agent;



 


		3.	Charge over all onshore accounts
                                            of IHS Zambia Limited dated 13 February 2021 entered into between IHS Zambia Limited, as
                                            Chargor and Standard Chartered Bank, as Collateral Agent;



 


		4.	Share Pledge Agreement in relation
                                            to IHS Holding Limited’s shares in IHS Mauritius Zambia Limited dated 13 February 2021
                                            entered into between IHS Holding Limited, IHS Mauritius Zambia Limited and Standard Chartered
                                            Bank, as Collateral Agent;



 


		5.	Share Pledge Agreement in relation
                                            to IHS Mauritius Zambia Limited’s shares in IHS Zambia Limited dated 13 February 2021
                                            entered into between IHS Mauritius Zambia Limited, IHS Zambia Limited and Standard Chartered
                                            Bank, as Collateral Agent;



 


		6.	Charge over all offshore accounts
                                            of IHS Zambia Limited dated 13 February 2021 entered into between IHS Zambia Limited, as
                                            Chargor and Standard Chartered Bank, as Collateral Agent; and



 


		7.	Subordination Agreement and Assignment
                                            of Contractual Rights under Shareholder Loans dated 13 February 2021 entered into between
                                            International Finance Corporation, Standard Chartered Bank as Facility Agent and Collateral
                                            Agent, IHS Holding Limited as Guarantor, IHS Finco Management Limited, IHS Mauritius Zambia
                                            Limited, and IHS Zambia Limited as Borrower.



 


	IHS Rwanda Limited	1.	Share Pledge Agreement
                                            relating to the shares of IHS Rwanda Limited dated 4 June 2014 created by IHS Mauritius Rwanda
                                            Limited, the Shareholder of IHS Rwanda Limited, as the Pledgor, and Ecobank Rwanda Limited
                                            as the Collateral Agent



 


		2.	Share Pledge Agreement relating
                                            to the shares of IHS Mauritius Rwanda Limited dated 4 June 2014 created by IHS Holding Limited
                                            as the Pledgor, and Ecobank Rwanda Limited as the Collateral Agent and Pledgee



 


		3.	All Assets Debenture dated 4 June
                                            2014 entered into by IHS Rwanda Limited and Ecobank Rwanda Limited as the Collateral Agent



 


		4.	All Assets Debenture dated 5 February
                                            2015 given by Rwanda Towers Limited to Ecobank Rwanda Limited as Collateral Agent



 


		5.	Share pledge agreement dated 5 February
                                            2015 created by IHS Rwanda Limited, the shareholder of Rwanda Towers Limited, in favour of
                                            Ecobank Rwanda Limited as Collateral Agent



 






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	IHS Brasil Cessão de Infraestruturas S.A.	1.	Contrato
                                            de Cessão Fiduciária dated 21 May 2021 of the entire credit rights of IHS Brasil
                                            Participações Ltda. and IHS Brasil – Cessão de Infraestruturas
                                            S.A. to Itaú Unibanco S/A as Collateral Agent
	 	 	 
	 	2.	Contrato de Alienação Fiduciária
                                            de Ações issued by IHS Brasil – Cessão de Infraestruturas S.A.
                                            dated 21 May 2021 and amended on 28 June 2021 entered into with Itaú Unibanco S/A
                                            and Banco do Brasil S/A
	 	 	 
	IHS Brasil Participações Ltda.	1.	Contrato de
                                            Alienação Fiduciária de Quotas issued by IHS Brasil Participações
                                            Ltda., dated 21 May 2021 and amended on 28 June 2021 entered into with Itaú Unibanco
                                            S/A and Banco do Brasil S/A
	 	 	 
	 	2.	Contrato de Cessão Fiduciária dated
                                            21 May 2021 of the entire credit rights of IHS Brasil Participações Ltda. and
                                            IHS Brasil – Cessão de Infraestruturas S.A. to Itaú Unibanco S/A as Collateral
                                            Agent
	 	 	 
	IHS Kuwait Limited	1.	Business Pledge Agreement dated 7 July
                                            2020 between, amongst others, IHS Kuwait Limited and Ahli Bank of Kuwait K.S.C.P
	 	 	 
	 	2.	English law security assignment agreement dated
                                            6 July 2020 between IHS Kuwait Limited and Al Ahli Bank of Kuwait K.S.C.P as Security Agent
	 	 	 
	 	3.	Deed of subordination and assignment agreement dated
                                            27 April 2020 between, amongst others, IHS Kuwait Limited as Debtor and Al Ahli Bank of Kuwait
                                            K.S.C.P as Security Agent



 






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SCHEDULE 13


 


Existing Guarantees


 


	Guaranteed party	Details of Guarantee
	 
	IHS Côte d’Ivoire S.A.	Deed of guarantee dated 30 June 2015 relating to a EUR29,000,000
    and XOF 41,326,366,000 credit facility for IHS Cote d’Ivoire S.A. as borrower, entered into between, among others, IHS Holding
    Limited as guarantor and Citibank, N.A., London Branch, EBI SA, Societe Generale, Standard Bank of South Africa Limited, Isle of
    Man Branch and Standard Chartered Bank as the arrangers and EBI SA as facility agent.
	 
	IHS Zambia Limited	Deed of Guarantee relating to a credit facility of up to
    USD 95,000,000 dated 13 February 2021 entered into between IHS Holding Limited as guarantor, International Finance Corporation and
    Standard Chartered Bank.
	 
	IHS Rwanda Limited	Deed of guarantee dated 4 June 2014 by IHS Holding Limited
    as the guarantor relating to USD45,000,000 and RWF 13,800,000,000 credit facility for IHS Rwanda Ltd entered into between, among
    others, IHS Holding Limited as the guarantor and Ecobank Development Corporation as mandated lead arranger, Ecobank Rwanda Limited
    as the local facility agent and Ecobank Rwanda Limited as the collateral agent.




 






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SCHEDULE 14


 


Timetables


 


	 	 	Loans
	 	 	 
	Delivery of a
    duly completed Utilisation Request (Clause 5.1 (Delivery of a Utilisation Request)) or a Selection Notice (Clause 9.1 (Selection
    of Interest Period).	 	10:00
    a.m. three Business Days before the Quotation Day.
	 	 	 
	Facility Agent notifies the
    Lenders of the Loan (Clause 5.4 (Lenders’ Participation)).	 	Promptly
    upon receipt of the Utilisation Request and in any event by 10:00 a.m. one Business Day prior to the proposed Utilisation Date.
	 	 	 
	LIBOR is fixed	 	Quotation
    Day as of 11:00 a.m.




 






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SCHEDULE 15


 


Existing Material Subsidiary
Debt Facilities


 


		1.	Facilities agreement dated 3 September 2019
                                            between IHS Netherlands Holdco B.V. as holdco, IHS (Nigeria) Limited, IHS Towers NG Limited
                                            and INT Towers Limited as borrowers, Absa Bank Limited (acting through its Corporate and
                                            Investment Banking division), Citibank, N.A., London Branch, FirstRand Bank Limited (London
                                            Branch), acting through its Rand Merchant Bank division, Goldman Sachs Bank USA, J.P. Morgan
                                            Securities plc and Standard Chartered Bank as mandated lead arrangers and bookrunners Ecobank
                                            Nigeria Limited as agent 



 


		2.	Facility agreement dated 30 June 2015 as amended
                                            by an amendment and restatement agreement dated 11 August 2017 for facilities of 52,000,000
                                            Euros and 44,606,151,000 CFA Francs for IHS Cote d’Ivoire S.A. as borrower, arranged
                                            by Citibank, N.A., London Branch, EBI SA, Societe Generale, The Standard Bank of South Africa
                                            Limited, Isle of Man Branch and Standard Chartered Bank with EBI S.A. acting as facility
                                            agent and security agent. 



 


		3.	Facility agreement dated 21 May 2021 for facilities
                                            of Brazilian Real 300,000,000 for IHS Brasil Participações Ltda. as borrower
                                            and IHS Brasil – Cessão de Infraestruturas S.A. as guarantor and Itaú
                                            Unibanco S.A. as lender. 



 


		4.	Facility agreement dated 28 June 2021 for
                                            facilities of Brazilian Real 100,000,000 for IHS Brasil Participações Ltda.
                                            as borrower and IHS Brasil – Cessão de Infraestruturas S.A. as guarantor and
                                            Banco do Brasil S.A. as lender. 



 






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SCHEDULE 16


 


Acceptable Banks


 


	[***]	[***]
	[***]	[***]
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	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]



 






    187


     


    

 


	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]



 






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SCHEDULE 17


 


Additional Covenants


 


Terms used
in this Schedule and Schedule 18 (Additional Events of Default) shall, if not otherwise defined in this Schedule, have the meaning given
to them in Clause 1 (Definitions and Interpretation) of this Agreement. Unless otherwise specified, a reference in this Schedule to a
 “Clause” shall be a reference to a clause of this Schedule.


 


		1.	Merger 



 


No Nigeria
Obligor shall (and shall ensure that no other member of the Nigeria Group will) enter into any amalgamation, demerger, merger, consolidation
or corporate reconstruction other than a Permitted Reorganisation.


 


		2.	Acquisitions 



 


		(a)	Except as permitted
                                            under paragraph (b) below, no Nigeria Obligor shall (and shall ensure that no other member
                                            of the Nigeria Group will): 



 


		(i)	acquire a company
                                            or any shares or securities or a business or undertaking (or, in each case, any interest
                                            in any of them); or 



 


		(ii)	incorporate a company. 



 


		(b)	Paragraph (a) above does not apply to
                                            an acquisition of a company, of shares, securities or a business or undertaking (or, in each
                                            case, any interest in any of them) or the incorporation of a company which is: 



 


		(i)	a Permitted Acquisition; or 



 


		(ii)	a Permitted Transaction. 



 


		3.	Joint Ventures



 


		(a)	Except as permitted
                                            under paragraph (b) below, no Nigeria Obligor shall (and shall ensure that no other member
                                            of the Nigeria Group will): 



 


		(i)	enter into, invest
                                            in or acquire (or agree to acquire) any shares, stocks, securities or other interest in any
                                            Joint Venture; or 



 


		(ii)	transfer any assets or lend to or guarantee
                                            or give an indemnity for or give Security for the obligations of a Joint Venture or maintain
                                            the solvency of or provide working capital to any Joint Venture (or agree to do any of the
                                            foregoing). 



 


		(b)	Paragraph (a) above does not apply to
                                            any acquisition of (or agreement to acquire) any Joint Venture or transfer of assets (or
                                            agreement to transfer assets) to a Permitted Joint Venture or loan made to or guarantee given
                                            in respect of the obligations of a Permitted Joint Venture if such transaction is a Permitted
                                            Acquisition, a Permitted Disposal, a Permitted Loan or a Permitted Joint Venture. 



 


		4.	Negative Pledge 



 


In this Clause 4, “Quasi-Security”
means an arrangement or transaction described in paragraph (b) below.


 






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		(a)	No Nigeria Obligor shall (and shall
                                            ensure that no other member of the Nigeria Group will) create or permit to subsist any Security
                                            over any of its assets. 



 


		(b)	No Nigeria Obligor shall (and shall
                                            ensure that no other member of the Nigeria Group will): 



 


		(i)	sell, transfer or otherwise dispose
                                            of any of its assets on terms whereby they are or may be leased to or re-acquired by a Nigeria
                                            Obligor; 



 


		(ii)	sell, transfer or otherwise dispose
                                            of any of its receivables on recourse terms; 



 


		(iii)	enter into any arrangement under
                                            which money or the benefit of a bank or other account may be applied, set-off or made subject
                                            to a combination of accounts; or 



 


		(iv)	enter into any other preferential
                                            arrangement having a similar effect, 



 


in circumstances where the arrangement
or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.


 


		(c)	Paragraphs (a) and (b) above do not
                                            apply to any Security or (as the case may be) Quasi-Security, which is: 



 


		(i)	Permitted Security; or 



 


		(ii)	a Permitted Transaction. 



 


		5.	Disposals 



 


		(a)	Except as permitted under paragraph (b)
                                            below, no Nigeria Obligor shall (and shall ensure that no other member of the Nigeria Group
                                            will) enter into a single transaction or a series of transactions (whether related or not)
                                            and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any
                                            asset. 



 


		(b)	Paragraph (a) above does not apply to
                                            any sale, lease, transfer or other disposal which is: 



 


		(i)	a Permitted Disposal; or 



 


		(ii)	a Permitted Transaction. 



 


		6.	Arm’s
                                            Length Basis



 


		(a)	Except as permitted by paragraph (b)
                                            below, no Nigeria Obligor shall (and shall ensure that no other member of the Nigeria Group
                                            will) enter into any transaction with any non-Nigeria Obligor except on arm’s length
                                            terms. 



 


		(b)	The following transactions shall not
                                            be a breach of this Clause 6: 



 


		(i)	any Permitted Payments; 



 


		(ii)	any Nigeria Transaction Costs;



 


		(iii)	any Permitted Loan made to an employee
                                            or director of any Nigeria Group member or under paragraph (e) of the definition of Permitted
                                            Loan; and 



 


		(iv)	any transaction which is no less favourable
                                            to the relevant Nigeria Group member than a transaction on arm’s length terms. 



 






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		7.	Loans or
                                            Credit



 


		(a)	Except as permitted under paragraph (b)
                                            below, no Nigeria Obligor shall (and shall ensure that no other member of the Nigeria Group
                                            will) be a creditor in respect of any Financial Indebtedness. 



 


		(b)	Paragraph (a) above does not apply to:
                                            



 


		(i)	a Permitted Loan; or 



 


		(ii)	a Permitted Transaction. 



 


		8.	No Guarantees
                                            or Indemnities



 


		(a)	Except as permitted under paragraph (b)
                                            below, no Nigeria Obligor shall (and shall ensure that no other member of the Nigeria Group
                                            will) incur or allow to remain outstanding any guarantee in respect of any obligation of
                                            any person. 



 


		(b)	Paragraph (a) above does not apply to
                                            a guarantee which is: 



 


		(i)	a Permitted Guarantee; or 



 


		(ii)	a Permitted Transaction. 



 


		9.	Dividends
                                            and Share Redemption



 


		(a)	Except as permitted under paragraph (b)
                                            below, Holdco shall not (and shall ensure that no Nigeria Group member will): 



 


		(i)	declare, make or pay any dividend, charge,
                                            fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution)
                                            (whether in cash or in kind) on or in respect of its share capital (or any class of its share
                                            capital), other than to Holdco or another Nigeria Obligor; 



 


		(ii)	repay or distribute any dividend or
                                            share premium reserve other than to Holdco or another Nigeria Obligor; 



 


		(iii)	pay or allow any member of the Nigeria
                                            Group to pay any management, advisory or other fee to or to the order of any direct or indirect
                                            shareholder of Holdco or its Affiliate (other than a Nigeria Obligor);



 


		(iv)	make a loan or make any payment of
                                            interest or principal under any loan or make any other payment to any direct or indirect
                                            shareholder of Holdco or such shareholder’s Affiliate (other than a Nigeria Obligor);
                                            or 



 


		(v)	redeem, repurchase, defease, retire
                                            or repay any of its share capital or resolve to do so. 



 


		(b)	Paragraph (a) above does not apply to
                                            a Permitted Payment. 



 


		10.	Financial Indebtedness 



 


		(a)	Except as permitted under paragraph (b)
                                            below, no Nigeria Obligor shall (and shall ensure that no other member of the Nigeria Group
                                            will) incur or allow to remain outstanding any Financial Indebtedness. 



 


		(b)	Paragraph (a) above does not apply to
                                            Financial Indebtedness which is: 



 


		(i)	Permitted Financial Indebtedness ; or
                                            



 






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		(ii)	a Permitted Transaction. 



 


		11.	Certain Definitions 



 


“Acceptable Bank”
means:


 


		(a)	a bank or financial institution which
                                            has a rating for its long-term unsecured and non credit-enhanced debt obligations of A- or
                                            higher by Standard & Poor’s Rating Services or Fitch Ratings Ltd or A3 or higher
                                            by Moody’s Investors Service Limited or, in each case, a comparable rating from an
                                            internationally recognised credit rating agency; 



 


		(b)	the Lenders; or 



 


		(c)	any other bank or financial institution
                                            approved by the Agent. 



 


“Accounting Principles” means IFRS.


 


“Additional Investment” has the
meaning given to it in clause 22.4 (Equity Cure) of the Nigeria Group Credit Facility.


 


“Additional Nigeria Guarantor” has
the meaning given to Additional Guarantor in the Nigeria Group Credit Facility.


 


“Agent” has the meaning given to it
in the Nigeria Group Credit Facility.


 


“Annual Financial Statements” has the
meaning given to it in the Nigeria Group Credit Facility.


 


“Business Day” has the meaning given
to it in the Nigeria Group Credit Facility.


 


“Cash” means,
at any time, cash-in hand or at bank and (in the latter case) credited to an account in the name of a member of the Nigeria Group with
an Acceptable Bank and to which a member of the Nigeria Group is alone (or together with other members of the Nigeria Group) beneficially
entitled and for so long as:


 


		(a)	that cash is available to be freely
                                            withdrawn within 90 days after the relevant date of calculation; 



 


		(b)	there is no Security
                                            over that cash except for Permitted Security;



 


		(c)	that cash is denominated and payable
                                            in dollars, NGN or any other freely transferable and freely convertible currency; and 



 


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



 


and, for the avoidance of doubt,
not including any cash affected by any process referred to in clause 24.8 (Creditors’ Process) of the Nigeria Group Credit Facility.


 


“Cash Equivalent Investments” means
at any time:


 


		(a)	certificates of
                                            deposit maturing within one year after the relevant date of calculation and issued by an
                                            Acceptable Bank; 



 


		(b)	any investment in marketable debt obligations
                                            issued or guaranteed by the government of the United Kingdom, the United States of America,
                                            any member state of the European Economic Area or any Participating Member State
or by any government of any other country which has a rating for its short-term unsecured and non credit-enhanced debt obligations of
A-1 or higher by Standard & Poor’s Rating Services or F1 or higher by Fitch Ratings Ltd or P-1 or higher by Moody’s Investors
Service Limited or by an instrumentality or agency of any such government having an equivalent credit rating, maturing within one year
after the relevant date of calculation and not convertible or exchangeable to any other security;



 






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		(c)	commercial paper not convertible or exchangeable
                                            to any other security: 



 


		(i)	for which a recognised trading market
                                            exists; 



 


		(ii)	issued by an issuer incorporated
                                            in the United States of America, the United Kingdom, any member state of the European Economic
                                            Area or any Participating Member State or a country the government of which has a rating
                                            for its short-term unsecured and non credit-enhanced debt obligations of A-1 or higher by
                                            Standard & Poor’s Rating Services or P-1 or higher by Moody’s Investors Service
                                            Limited or by an instrumentality or agency of any such government having an equivalent credit
                                            rating; 



 


		(iii)	which matures within one year after
                                            the relevant date of calculation; and 



 


		(iv)	which has a credit rating of either
                                            A-1 or higher by Standard & Poor’s Rating Services or F1 or higher by Fitch Ratings
                                            Ltd or P-1 or higher by Moody’s Investors Service Limited, or, if no rating is available
                                            in respect of the commercial paper, the issuer of which has, in respect of its short-term
                                            unsecured and non-credit enhanced debt obligations, an equivalent rating;



 


		(d)	bills of exchange issued in Nigeria, the
                                            United States of America, the United Kingdom, any member state of the European Economic Area
                                            or any Participating Member State eligible for rediscount at the relevant central bank and
                                            accepted by an Acceptable Bank (or their dematerialised equivalent); 



 


		(e)	any investment in money market funds which:
                                            



 


		(i)	have a credit rating of either A-1
                                            or higher by Standard & Poor’s Rating Services or F1 or higher by Fitch Ratings
                                            Ltd or P-1 or higher by Moody’s Investors Service Limited; 



 


		(ii)	invest substantially all their assets
                                            in securities of the types described in paragraphs (a) to (d) above; and



 


		(iii)	can be turned into cash on not more
                                            than 90 days’ notice; or 



 


		(f)	any other debt security approved by the Majority
                                            Lenders, 



 


in each case denominated in USD, NGN
and any other freely available and freely convertible currencies, and to which members of the Nigeria Group are beneficially entitled
at that time and which is not issued or guaranteed by any member of the Nigeria Group or subject to any Security other than:


 


		(i)	charges arising solely by operation
                                            of law in the ordinary course of the day-to-day business activities of Holdco; or 



 


		(ii)	Security in respect of Financial
                                            Indebtedness to the extent such Financial Indebtedness is included for the purposes of calculating
                                            Net Financial Indebtedness under the Nigeria Group Credit Facility. 



 






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“Change of Control” means:


 


		(a)	in respect of
                                            any Original Nigeria Obligor other than Holdco, Nigeria Tower Interco B.V. or INT Towers,
                                            if Holdco ceases directly or indirectly to: 



 


		(i)	have the power (whether by
                                            way of ownership of shares, proxy, contract, agency or otherwise) to: 



 


		(A)	cast, or control the casting
                                            of, 75% of the maximum number of votes that might be cast at a general meeting of that Nigeria
                                            Obligor; 



 


		(B)	appoint or remove the majority,
                                            of the directors or other equivalent officers of that Nigeria Obligor; or 



 


		(C)	give directions with respect
                                            to the operating and financial policies of that Nigeria Obligor with which the directors
                                            or other equivalent officers of the Nigeria Obligor are obliged to comply; or 



 


		(ii)	own legally and beneficially
                                            75% of the issued share capital of that Nigeria Obligor (excluding any part of that issued
                                            share capital that carries no right to participate beyond a specified amount in a distribution
                                            of either profits or capital); 



 


		(b)	after the first
                                            Utilisation Date, in respect of any of Nigeria Tower Interco B.V. and INT Towers, if Holdco
                                            ceases directly or indirectly to: 



 


		(i)	have the power (whether by
                                            way of ownership of shares, proxy, contract, agency or otherwise) to: 



 


		(A)	cast, or control the casting
                                            of, 75% of the maximum number of votes that might be cast at a general meeting of that Nigeria
                                            Obligor; 



 


		(B)	appoint or remove the majority,
                                            of the directors or other equivalent officers of that Nigeria Obligor; or 



 


		(C)	give directions with respect
                                            to the operating and financial policies of that Nigeria Obligor with which the directors
                                            or other equivalent officers of the Nigeria Obligor are obliged to comply; or 



 


		(ii)	own legally and beneficially
                                            75% of the issued share capital of that Nigeria Obligor (excluding any part of that issued
                                            share capital that carries no right to participate beyond a specified amount in a distribution
                                            of either profits or capital); 



 


		(c)	in respect of any Additional Nigeria
                                            Guarantor, if Holdco ceases directly or indirectly to: 



 


		(i)	have the power (whether by
                                            way of ownership of shares, proxy, contract, agency or otherwise) to: 



 


		(A)	cast, or control the casting
                                            of, 75% of the maximum number of votes that might be cast at a general meeting of that Additional
                                            Nigeria Guarantor; 



 


		(B)	appoint or remove the majority,
                                            of the directors or other equivalent officers of that Additional Nigeria Guarantor; or 



 


		(C)	give directions with respect
                                            to the operating and financial policies of that Additional Nigeria Guarantor with which the
                                            directors or other equivalent officers of the Additional Nigeria Guarantor are obliged to
                                            comply; or 



 






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		(ii)	own legally and beneficially
                                            75% of the issued share capital of that Additional Nigeria Guarantor (excluding any part
                                            of that issued share capital that carries no right to participate beyond a specified amount
                                            in a distribution of either profits or capital); 



 


		(d)	in respect of Holdco, if the Company
                                            ceases directly or indirectly to: 



 


		(i)	have the power (whether by
                                            way of ownership of shares, proxy, contract, agency or otherwise) to: 



 


		(A)	cast, or control the casting
                                            of, more than 50% of the maximum number of votes that might be cast at a general meeting
                                            of Holdco; 



 


		(B)	appoint or remove the majority,
                                            of the directors or other equivalent officers of Holdco; or 



 


		(C)	give directions with respect
                                            to the operating and financial policies of Holdco with which the directors or other equivalent
                                            officers of Holdco are obliged to comply; or 



 


		(ii)	own legally and beneficially
                                            more than 50% of the issued share capital of Holdco (excluding any part of that issued share
                                            capital that carries no right to participate beyond a specified amount in a distribution
                                            of either profits or capital); or 



 


		(e)	in respect of the Company, if any person
                                            or persons acting in concert (other than any Permitted Transferee), after the date of this
                                            Agreement acquires “control” of the Company, being: 



 


		(i)	the power (whether by way of
                                            ownership of shares, proxy, contract, agency or otherwise) to: 



 


		(A)	cast, or control the casting
                                            of, more than 50% of the maximum number of votes that might be cast at a general meeting
                                            of the Company; 



 


		(B)	appoint or remove all, or the
                                            majority, of the directors or other equivalent officers of the Company; or 



 


		(C)	give directions with respect
                                            to the operating and financial policies of the Company with which the directors or other
                                            equivalent officers of the Company are obliged to comply; or 



 


		(ii)	legal or beneficial ownership
                                            of more than 50% of the issued share capital of the Company (excluding any part of that issued
                                            share capital that carries no right to participate beyond a specified amount in a distribution
                                            of either profits or capital), 



 


provided that, in each case, a Change of Control shall
not occur:


 


		(f)	solely as a result of all of the issued share
                                            capital of the Company (excluding any part of that issued share capital that carries no right
                                            to participate beyond a specified amount in a distribution of either profits or capital)
                                            being transferred to a newly-incorporated holding company (TopCo) provided that:



 


		(i)	as a result
                                            of such transfer no person other than Topco acquires control (as defined above) of the Company;
                                            



 


		(ii)	Topco is not a Restricted
                                            Party; 



 






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		(iii)	prior
                                            to such transfer each Lender has received such documentation and evidence in respect of Topco
                                            as necessary to pass all know your customer and similar checks; and 



 


		(iv)	at all
                                            times no person or persons acting in concert (other than any Permitted Transferee) shall
                                            acquire: 



 


		(A)	the power (whether by way of
                                            ownership of shares, proxy, contract, agency or otherwise) to: 



 


		(1)	cast, or control the casting
                                            of, more than 50% of the maximum number of votes that might be cast at a general meeting
                                            of TopCo; 



 


		(2)	appoint or remove all, or
                                            the majority, of the directors or other equivalent officers of TopCo; or 



 


		(3)	give directions with respect
                                            to the operating and financial policies of TopCo with which the directors or other equivalent
                                            officers of TopCo are obliged to comply; or 



 


		(B)	legally or beneficially more
                                            than 50% of the issued share capital of TopCo (excluding any part of that issued share capital
                                            that carries no right to participate beyond a specified amount in a distribution of either
                                            profits or capital; or 



 


		(v)	for the avoidance of doubt,
                                            as a result of the admission of any part of the share capital of the Company (or TopCo) to
                                            trading on any recognised stock or investment exchange or any other sale or issue of share
                                            capital of the Company (or TopCo) by way of flotation or public offering provided that, at
                                            all times there are no circumstances described in paragraphs (a) to (e) above and all conditions
                                            set out in paragraph (f) above are complied with. 



 


“Closing Date” has the meaning given
to it in the Nigeria Group Credit Facility.


 


“Compliance Certificate” has the meaning
given to it in the Nigeria Group Credit Facility.


 


“Default” and has the meaning given
to it in the Nigeria Group Credit Facility.


 


“EBITDA” means, in respect of any period
for any person, the Net Income for such period, excluding:


 


		(a)	total Finance Costs; 



 


		(b)	total Finance Income; 



 


		(c)	total income tax (expense)/benefit
                                            as stated in the statement of profit or loss for the period; 



 


		(d)	all depreciation and amortisation
                                            expense of that person for such period; 



 


		(e)	any gains or losses
                                            from sales of assets other than inventory sold in the ordinary course of the business; 



 


		(f)	any impairment of property, plant
                                            and equipment and prepaid land rent, or WHT receivable; 



 


		(g)	any Exceptional Items; 



 


		(h)	share-based payment transactions;
                                            



 






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		(i)	insurance claims; 



 


		(j)	and other non-operating income and
                                            expenses; and 



 


		(k)	minority interest income and expenses,
                                            



 


in each case, to the extent added,
deducted or taken into account, as the case may be, for the purposes of determining the Net Income.


 


“Event of Default” and has the meaning
given to it in the Nigeria Group Credit Facility.


 


“Exceptional Items”
means items of income and expense that are sufficiently large and unusual due to the significance of their nature, size or incidence
of occurrence as to distort comparisons from one period to the next.


 


“Facility” and “Facilities”
have the meaning given to them in the Nigeria Group Credit Facility.


 


“Facility A” has the meaning given to
it in the Nigeria Group Credit Facility.


 


“Finance Costs”
means finance costs as presented in the Financial Statements of the Nigeria Group as determined in accordance with the Accounting Principles.


 


“Finance Documents” has the meaning given
to it in the Nigeria Group Credit Facility.


 


“Finance Income”
means finance income as presented in the Financial Statements of the Nigeria Group as determined in accordance with the Accounting Principles.


 


“Finance Party” has the meaning given
to it in the Nigeria Group Credit Facility.


 


“Financial Indebtedness” means, with
respect to any person (without double counting):


 


		(a)	any indebtedness of such person for
                                            borrowed money; 



 


		(b)	the outstanding principal amount of
                                            any bonds, debentures, notes, loan stock, commercial paper, acceptance credits, bills or
                                            promissory notes drawn, accepted, endorsed or issued by such person (but not Trade Instruments);
                                            



 


		(c)	any indebtedness of such person for
                                            the deferred purchase price of assets or services (except trade accounts incurred and payable
                                            in the ordinary course of day-to-day business activities to trade creditors that are treated
                                            as current payable in the Financial Statements within 365 days of the date they are incurred);
                                            



 


		(d)	non-contingent obligations of such
                                            person to reimburse any other person for amounts paid by that person under a letter of credit
                                            or similar instrument (excluding any letter of credit or similar instrument issued for the
                                            account of such person with respect to trade accounts incurred and payable in the ordinary
                                            course of day-to-day business activities to trade creditors that are treated as current payable
                                            in the Financial Statements within 365 days of the date they are incurred); 



 


		(e)	the amount of any obligation of such
                                            person in respect of any Lease; 



 


		(f)	amounts raised by such person under
                                            any other transaction having the financial effect of a borrowing and which would be classified
                                            as a borrowing under the Accounting Principles; 



 






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		(g)	all indebtedness
                                            of the types described in the foregoing items secured by a lien on any property or assets
                                            owned by such person, whether or not such indebtedness has been assumed by such person; 



 


		(h)	any repurchase
                                            obligation or liability of such person with respect to accounts or notes receivable sold
                                            by such person, any liability of such person under any sale and leaseback transactions that
                                            do not create a liability on the balance sheet of such person, any obligation under a “synthetic
                                            lease” or any obligation arising with respect to any other transaction which is the
                                            functional equivalent of or takes the place of borrowing but which does not constitute a
                                            liability on the balance sheet of such person; and 



 


		(i)	the amount of
                                            any obligation in respect of any guarantee or indemnity given by such person for any of the
                                            foregoing items incurred by any other person, including, for the avoidance of doubt, the
                                            full drawn amount guaranteed in respect of this Agreement (notwithstanding any treatment
                                            under the Accounting Principles to the contrary), 



 


and provided that Financial Indebtedness shall not include
indebtedness owed solely to other Nigeria Group members and shall not include:


 


		(i)	indebtedness arising under any Subordinated
                                            Shareholder Loan; and 



 


		(ii)	indebtedness
                                            arising under loans made by a member of the Nigeria Group to another member of the Nigeria
                                            Group under paragraph (d) of Permitted Loan. 



 


“Financial Plan” has the meaning given
to it in the Nigeria Group Credit Facility.


 


“Financial Quarter”
means the period commencing on the day after one Quarter Date and ending on the next Quarter Date.


 


“Financial Statements” has the meaning
given to it in the Nigeria Group Credit Facility.


 


“Financial Year” has the meaning given
to it in the Nigeria Group Credit Facility.


 


“Funds Flow Statement” has the meaning
given to it in the Nigeria Group Credit Facility.


 


“Guarantor” has the meaning given to
it in the Nigeria Group Credit Facility.


 


“Holdco” means IHS Netherlands Holdco
B.V.


 


“IFRS” means
international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial
statements.


 


“IHS Holding Distribution
Amount” means the amount described in the Funds Flow Statement as the “IHS Holding Distribution Amount”.


 


“IHS Nigeria Facility”
means the NGN facility agreement dated 24 September 2016 between, among others, IHS (Nigeria) Limited as borrower, Ecobank Nigeria Limited
as agent and the original lenders named therein, as amended from time to time.


 


“Interest Coverage Ratio”
means, in respect of any Relevant Period, the ratio of EBITDA in respect of that Relevant Period to Net Cash Finance Interest Adjusted
For Leases in respect of that Relevant Period.


 


“INT Towers Facility”
means the facilities agreement dated 5 December 2014, as amended from time to time, between, amongst others, INT Towers as borrower,
Ecobank Nigeria Limited as agent, Citibank, N.A., London Branch, Ecobank Nigeria Limited, FirstRand Bank Limited, acting through its
Rand Merchant Bank division, The Standard Bank of South Africa Limited, acting through its Corporate and Investment Banking Division,
Stanbic IBTC Bank PLC, Standard Chartered Bank and United Bank for Africa plc as mandated lead arrangers and the parties named therein
as original lenders.


 






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“INT Transfer” means
the acquisition by Holdco of 100 per cent. (100%) of the issued shares in Nigeria Tower Interco B.V. from IHS Netherlands (Interco) Coöperatief
U.A., by way of share for share transfer and resulting in Nigeria Tower Interco B.V. becoming a direct wholly-owned Subsidiary of Holdco
and INT Towers becoming an indirectly wholly-owned Subsidiary of Holdco.


 


“Land Lease” means any Lease relating
to the lease of land.


 


“Lease” means any
lease which would, in accordance with the Accounting Principles, be treated as lease liability.


 


“Legal Opinion”
means any legal opinion delivered to the Agent under clause 4.1 (Initial Conditions Precedent) of the Nigeria Group Credit Facility.


 


“Legal Reservations” means:


 


		(a)	the principle that certain remedies
                                            may be granted or refused at the discretion of the court, the limitation of enforcement by
                                            laws relating to bankruptcy, insolvency, liquidation, reorganisation, court schemes, moratoria,
                                            administration and other laws generally affecting the rights of creditors; 



 


		(b)	the time barring of claims under applicable
                                            limitation laws (including the Limitation Acts) and defences of acquiescence, set-off or
                                            counterclaim and the possibility that an undertaking to assume liability for or to indemnify
                                            a person against non-payment of stamp duty may be void; 



 


		(c)	the principle that additional interest
                                            imposed pursuant to any relevant agreement may be held to be unenforceable on the grounds
                                            that it is a penalty and thus void; 



 


		(d)	similar principles, rights and defences
                                            under the laws of any relevant jurisdiction; and 



 


		(e)	any other matters
                                            which are set out as qualifications or reservations (however described) as to matters of
                                            law in the Legal Opinions. 



 


“Lender” has the meaning given to it
in the Nigeria Group Credit Facility.


 


“Leverage Ratio”
means, in respect of any Relevant Period, the ratio of Net Financial Indebtedness on the last day of that Relevant Period to EBITDA for
the Nigeria Group in respect of that Relevant Period.


 


“Limitation Acts”
means the Limitation Act 1980, the Foreign Limitation Periods Act 1984 and the Limitation Law of each State of the Federation of Nigeria.


 


“Majority Lenders” has the meaning given
to it in the Nigeria Group Credit Facility.


 


“Market Issuance”
means any public or private bond or other international capital markets issue raised by any member of the Nigeria Group, the initial
issuance of the Senior Notes and any increase or second issuance of the Senior Notes after the date of the Nigeria Group Credit Facility,
within six Months from settlement of the Senior Notes.


 






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“Material Adverse Effect”
means an event or series of events which, taking into account all of the circumstances, has a material adverse effect on:



 





		(a)	the business, operations, assets or
                                            financial condition of the Nigeria Group (taken as a whole); 



 


		(b)	the ability of
                                            the Nigeria Obligors taken as a whole to perform their payment obligations under the Finance
                                            Documents or the ability of Holdco to comply with its obligations under clause 22.2 (Financial
                                            Condition) of the Nigeria Group Credit Facility (and, for the purposes of determining the
                                            ability of Holdco to comply with its obligations under clause 22.2 (Financial Condition)
                                            of the Nigeria Group Credit Facility taking into account any contractual commitment of any
                                            Affiliate of Holdco (other than a member of the Nigeria Group) to provide an Additional Investment
                                            (as under clause 22.4 (Equity Cure) of the Nigeria Group Credit Facility); or 



 


		(c)	subject to the
                                            Legal Reservations, the validity or enforceability of any of the Finance Documents or the
                                            rights or remedies of any Finance Party under any Finance Document. 



 


“Month” has the meaning given to it in
the Nigeria Group Credit Facility.


 


“Net Cash Finance Interest Adjusted For Leases”
means, for any period:


 


		(a)	the interest or
                                            finance costs paid on Financial Indebtedness of the Nigeria Group (excluding the Transaction
                                            Costs), as presented in the cash flow statements from the most recent Financial Statements
                                            of the Nigeria Group, as determined in accordance with the Accounting Principles; plus 



 


		(b)	without duplication
                                            the interest expense on the Lease obligations of the Nigeria Group for such period; plus
                                            



 


		(c)	the total amounts
                                            paid by the Nigeria Group during that period to any person that is not a member of the Nigeria
                                            Group in order to enable the Company to meet its interest expenses and other payments (other
                                            than principal) under this Agreement (including any payments made pursuant to the guarantees
                                            or indemnities granted by members of the Nigeria Group in respect of this Agreement); less
                                            



 


		(d)	the total cash
                                            finance income received by the Nigeria Group as presented in the cash flow statements from
                                            the most recent Financial Statements of the Nigeria Group resulting from investments and
                                            bank deposits in that period. 



 


“Net Income” means,
in respect of any Relevant Period, stated as the ‘Profit/(loss)’ for the period in the statement of profit or loss in the
Financial Statements of the Nigeria Group as determined in accordance with the Accounting Principles.


 


“New Shareholder Loan”
means each shareholder loan made by the Company or an Affiliate of the Company (other than Holdco or a Nigeria Group member) to a Nigeria
Obligor after the Closing Date which is subordinated pursuant to the Subordination Agreement or otherwise on comparable subordinated
terms acceptable to the Majority Lenders.


 


“Nigeria Borrower” has the meaning given
to the term Borrower in the Nigeria Group Credit Facility.


 


“Nigeria Group”
means Holdco and its Subsidiaries (other than the Excluded Subsidiaries) from time to time.


 


“Nigeria Obligor”
has the meaning given to the term “Obligor” in the Nigeria Group Credit Facility, but for the avoidance of doubt, shall at
all times include the Guarantors.


 


“Original Nigeria Obligor”
has the meaning given to the term Original Obligor in the Nigeria Group Credit Facility, but for the avoidance of doubt, shall at all
times include the Guarantors.


 






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“Permitted Acquisition” means:


 


		(a)	any acquisition pursuant to a Permitted
                                            Reorganisation or Permitted Transaction; 



 


		(b)	any acquisition to which the Agent
                                            (acting on the instructions of the Majority Lenders) shall have given prior written consent;
                                            and 



 


		(c)	the acquisition or holding of a company,
                                            of shares, securities or business or undertaking (or, in each case, any interest in any of
                                            them) or the incorporation of a company, provided that: 



 


		(i)	no Default is continuing on
                                            the closing date for the acquisition or incorporation or is reasonably likely to occur as
                                            a result of the acquisition or incorporation; 



 


		(ii)	the relevant company, shares,
                                            securities, business or undertaking is not subject to Sanctions at the time of the acquisition;
                                            



 


		(iii)	subject to clause 27.2 (Additional
                                            Guarantors) of the Nigeria Group Credit Facility, if, upon the acquisition or incorporation
                                            of the relevant company it would become a member of the Nigeria Group, the relevant company
                                            becomes a Guarantor as required under clause 23.30 (Guarantors) of the Nigeria Group Credit
                                            Facility; and 



 


		(iv)	Holdco has delivered to the
                                            Agent, not less than ten days (but not more than 60 days) prior to the completion of the
                                            proposed acquisition or incorporation, an updated Financial Plan assuming completion of such
                                            acquisition or incorporation on that date (and including any Financial Indebtedness of such
                                            company which will remain in place following completion of the acquisition and any Financial
                                            Indebtedness incurred or to be incurred in connection with the acquisition), for the period
                                            until the Termination Date from the date of such acquisition or incorporation and the revised
                                            Financial Plan shows that there will not be a breach or default in respect of any of the
                                            financial covenants set out in Clause 22.2 (Financial Condition) at any time during that
                                            period. 



 


“Permitted Closing Payment”
means the payment(s) up to an aggregate amount equal to the IHS Holding Distribution Amount to the Company or IHS Netherlands (Interco)
Coöperatief U.A. on, or as soon as reasonably practicable following the Closing Date (and, in any case, within six Months of the
Closing Date), in accordance with the Structuring Memorandum, provided that the aggregate amount of such payments shall leave USD50,000,000
of Cash in the Nigeria Group as at Closing Date on a pro-forma basis after taking into account the full refinancing of the IHS Nigeria
Facility and the INT Towers Facility from the proceeds of the first Utilisation, the IHS Holding Distribution Amount, full repayment
of amounts outstanding under the existing senior notes due 2021 issued by Holdco (in each case, together with any accrued interest, coupon
prepayment fees and broken funding amounts) and the payment of Transaction Costs and costs in respect of the Senior Notes.


 


“Permitted Disposal” means any sale,
lease, licence, transfer or other disposal:


 


		(a)	of accounts receivable,
                                            inventory or other assets by a member of the Nigeria Group in the ordinary course of its
                                            trading; 



 


		(b)	of assets in exchange for other assets
                                            comparable or superior as to type, value or quality; 



 


		(c)	the decommissioning
                                            of any towers, including but not limited to in connection with tower consolidation purposes;
                                            



 


		(d)	of obsolete or redundant vehicles,
                                            plant and equipment; 



 


		(e)	of Cash (to the extent permitted under
                                            the Finance Documents); 



 






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		(f)	of Cash Equivalent Investments for
                                            the equivalent amount of Cash or other Cash Equivalent Investments; 



 


		(g)	arising as a result of any Permitted
                                            Security, Permitted Payment or a Permitted Transaction; 



 


		(h)	of cash by way of a Permitted Loan;
                                            



 


		(i)	of assets or equity interests by a
                                            member of the Nigeria Group to a Nigeria Obligor; 



 


		(j)	constituted by a licence of intellectual
                                            property rights; 



 


		(k)	constituted by a licence or sublicence
                                            by any member of the Nigeria Group in the ordinary course of trading; 



 


		(l)	constituted by a lease or licence
                                            of real property arising in the ordinary course of trading of the disposing entity; 



 


		(m)	arising as a result of a share issue
                                            permitted (or not explicitly prohibited) by the terms of the Nigeria Group Credit Facility;
                                            



 


		(n)	the sale of towers, provided that
                                            such towers are replaced by towers with an aggregate fair market value that is equal to or
                                            greater than the aggregate fair market value of the towers sold; 



 


		(o)	of trade receivables earned during
                                            a previous accounting period on a non-recourse basis (which may include recourse in respect
                                            of warranties and indemnities as to title and validity that are customarily provided in such
                                            non-recourse arrangements) and provided that such transaction does not have the commercial
                                            effect of a borrowing; 



 


		(p)	the disposition of receivables in
                                            connection with the compromise, settlement or collection thereof in the ordinary course of
                                            trading or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements;
                                            



 


		(q)	the foreclosure, condemnation or any
                                            similar action with respect to any property or other assets or a surrender or waiver of contract
                                            rights or the settlement, release or surrender of contract, tort or other claims of any kind;
                                            



 


		(r)	arising as a result of a seizure,
                                            expropriation, nationalisation, intervention, restriction or other action by or on behalf
                                            of any governmental, regulatory or other authority which in each case does not constitute
                                            an Event of Default; and 



 


		(s)	of assets for cash where the fair
                                            market value (when aggregated with the fair market value for any other sale, lease, license,
                                            transfer or other disposal not allowed under the preceding paragraphs) does not exceed the
                                            greater of USD20,000,000 (or its equivalent in other currencies) and an amount equal to zero
                                            point eight per cent. (0.8%) of Total Assets for the most recently ended Relevant Period
                                            for which Annual Financial Statements or Quarterly Financial Statements have been delivered
                                            to the Agent pursuant to Clause 21.1 (Financial Statements) of the Nigeria Group Credit Facility
                                            with a Compliance Certificate delivered to the Agent pursuant to Clause 21.2 (Provision and
                                            contents of Compliance Certificate) of the Nigeria Group Credit Facility in total in any
                                            Financial Year. 



 


“Permitted Financial Indebtedness” means
Financial Indebtedness:


 


		(a)	arising under the Finance Documents;
                                            



 






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		(b)	arising under: 



 





		(i)	the Senior Notes as at the
                                            Closing Date; and 



 


		(ii)	any further Market Issuance,
                                            up to the aggregate Gross Issuance Proceeds (as that term is defined in the definition of
                                            Net Issuance Proceeds of the Nigeria Group Credit Facility) amount that is applied (subject
                                            to the adjustments for Taxes, fees, costs and expenses as described in the definition of
                                            Net Issuance Proceeds of the Nigeria Group Credit Facility) in prepayment of Facility A promptly
                                            following receipt of such proceeds; 



 


		(c)	up until the first Utilisation Date,
                                            under the IHS Nigeria Facility and the INT Towers Facility; 



 


		(d)	under Leases (excluding Land Leases),
                                            provided that the aggregate capital value of all such items so leased under outstanding leases
                                            by any member of the Nigeria Group does not exceed the greater of USD75,000,000 (or its equivalent
                                            in other currencies) and an amount equal to three per cent. (3.0%) of Total Assets for the
                                            most recently ended Relevant Period for which Annual Financial Statements or Quarterly Financial
                                            Statements have been delivered to the Agent pursuant to Clause 21.1 (Financial Statements)
                                            of the Nigeria Group Credit Facility with a Compliance Certificate delivered to the Agent
                                            pursuant to Clause 21.2 (Provision and Contents of Compliance Certificate) of the Nigeria
                                            Group Credit Facility at any time; 



 


		(e)	under Land Leases entered into by
                                            a member of the Nigeria Group in the ordinary course of trading; 



 


		(f)	arising under a foreign exchange transaction
                                            for spot or forward delivery entered into in connection with protection against fluctuation
                                            in currency rates where that foreign exchange exposure arises in the ordinary course of trading,
                                            but not a foreign exchange transaction for investment or speculative purposes; 



 


		(g)	arising under a Permitted Loan or
                                            a Permitted Guarantee or as permitted by clause 23.16 (Treasury Transactions) of the Nigeria
                                            Group Credit Facility; 



 


		(h)	of any person acquired by any member
                                            of the Nigeria Group after the date of the Nigeria Group Credit Facility (which is incurred
                                            under arrangements in existence at the date of acquisition, but not incurred or increased
                                            in contemplation of, or since, that acquisition), provided that such acquisition is a Permitted
                                            Acquisition and Holdco has delivered to the Agent a Financial Plan referred to under paragraph
                                            (c)(iv) of the definition of Permitted Acquisition; 



 


		(i)	arising under any letter of credit,
                                            banker’s acceptances, overdrafts or daylight borrowing facilities entered into by a
                                            member of the Nigeria Group in the ordinary course of trading; 



 


		(j)	under any bridge financing on customary
                                            market terms and for the sole purpose of funding a Permitted Acquisition, with a tenor not
                                            exceeding 12 months and that is repaid or refinanced with any Permitted Financial Indebtedness
                                            under any other paragraph of this definition, in each case within 12 months of incurrence;
                                            



 


		(k)	not otherwise permitted by the preceding
                                            paragraphs, provided that the outstanding principal amount of which does not in aggregate
                                            exceed the greater of USD100,000,000 (or its equivalent in other currencies) and an amount
                                            equal to four per cent. (4.0%) of Total Assets for the most recently ended Relevant Period
                                            for which Annual Financial Statements or Quarterly Financial Statements have been delivered
                                            to the Agent pursuant to clause 21.1 (Financial Statements) of the Nigeria Group Credit Facility
                                            with a Compliance Certificate delivered to the Agent pursuant to clause 21.2 (Provision and
                                            Contents of Compliance Certificate) of the Nigeria Group Credit Facility at any time; 



 






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		(l)	any joint and
                                            several liability in respect of Tax as a result of a fiscal unity (fiscale eenheid) that
                                            consists of a Guarantor which is incorporated in The Netherlands only; and 



 


		(m)	not otherwise permitted by the preceding
                                            paragraphs, provided that: 



 


		(i)	the Leverage
                                            Ratio and Interest Coverage Ratio, calculated by reference to the most recent Annual Financial
                                            Statements or Quarterly Financial Statements delivered to the Agent in accordance with clause
                                            21.1 (Financial Statements) of the Nigeria Group Credit Facility and the relevant Compliance
                                            Certificate, after giving pro forma effect to the incurrence of such Financial Indebtedness
                                            in full and adjusted for the incurrence of other indebtedness since the last Quarter Date
                                            and including any other relevant adjustments to take into account the activities of the Nigeria
                                            Group since the last Quarter Date, comply with the covenanted ratios for the immediately
                                            following Quarter Date set out in clause 22.2 (Financial Condition) of the Nigeria Group
                                            Credit Facility; and 



 


		(ii)	the following requirements
                                            are satisfied: 



 


		(A)	the relevant Financial Indebtedness
                                            is priced on market terms; 



 


		(B)	the relevant
                                            Financial Indebtedness has a maturity date no earlier than the Termination Date; 



 


		(C)	the relevant
                                            Financial Indebtedness has a weighted average life no shorter than the weighted average life
                                            on the Loans; and 



 


		(D)	if amortising,
                                            the amortisation profile of the relevant Financial Indebtedness is the same as (or is otherwise
                                            not on a more accelerated or front-ended profile than) the amortisation profile of the Facilities.
                                            



 


“Permitted Guarantee” means:


 


		(a)	the endorsement
                                            of negotiable instruments in the ordinary course of trading of any member of the Nigeria
                                            Group; 



 


		(b)	any guarantee,
                                            performance or similar bond guaranteeing performance by any member of the Nigeria Group under
                                            any contract entered into in the ordinary course of trading of any member of the Nigeria
                                            Group; 



 


		(c)	any guarantee
                                            given by a member of the Nigeria Group in respect of this Facility, provided that the aggregate
                                            principal amount guaranteed does not exceed USD300,000,000 (or its equivalent in other currencies)
                                            in total at any time; 



 


		(d)	any indemnity
                                            given in the ordinary course of the documentation of an acquisition or disposal transaction
                                            which is a Permitted Acquisition or Permitted Disposal which indemnity is in a customary
                                            form and subject to customary limitations; 



 


		(e)	any guarantee given in respect of
                                            any Permitted Financial Indebtedness; 



 


		(f)	any guarantee given by a member of
                                            the Nigeria Group in respect of the Senior Notes; 



 


		(g)	any liability in respect of any member of
                                            the Nigeria Group incorporated in The Netherlands arising under a declaration of joint and
                                            several liability (hoofdelijke aansprakelijkheid) as referred to in Section 2:403
                                            of the Dutch Civil Code;



 






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		(h)	any liability arising as a result of a fiscal
                                            unity (fiscale eenheid) solely between members of the Nigeria Group incorporated in
                                            The Netherlands;



 


		(i)	guarantees not
                                            otherwise permitted where the aggregate amount guaranteed (when aggregated with all other
                                            such guarantees) does not exceed USD10,000,000 (or its equivalent in other currencies) in
                                            total at any time. 



 


“Permitted Joint Venture” means:


 


		(a)	any investment
                                            in any Joint Venture to which the Agent (acting on the instructions of the Majority Lenders)
                                            shall have given prior written consent; and 



 


		(b)	any investment in any Joint Venture
                                            where: 



 


		(i)	neither
                                            the Joint Venture nor any other entity investing in the Joint Venture is a Restricted Party
                                            at the time of the investment 



 


		(ii)	no Default
                                            is continuing on the date of such investment or is reasonably likely to occur as a result
                                            of the investment; and 



 


		(iii)	in any Financial Year: 



 


		(A)	all amounts subscribed for
                                            shares in, lent to, or invested in all such Joint Ventures by any member of the Nigeria Group;
                                            



 


		(B)	the contingent liabilities
                                            of any member of the Nigeria Group under any guarantee given in respect of the liabilities
                                            of any such Joint Venture; and 



 


		(C)	the market value of any assets
                                            transferred by any member of the Nigeria Group to any such Joint Venture, 



 


	does not exceed USD20,000,000 (or its equivalent in other currencies), in aggregate for all members of the Nigeria Group.




 


“Permitted Loan” means:


 


		(a)	any trade credit
                                            extended by any member of the Nigeria Group to its customers on normal commercial terms and
                                            in the ordinary course of its trading; 



 


		(b)	Nigeria Group
                                            members’ Financial Indebtedness which is referred to in the definition of, or otherwise
                                            constitutes, Permitted Financial Indebtedness (other than paragraph (g)); 



 


		(c)	a loan made by
                                            a member of the Nigeria Group to an employee or director of any member of the Nigeria Group,
                                            provided that the amount of that loan when aggregated with the amount of all loans to employees
                                            and directors by members of the Nigeria Group does not exceed USD6,000,000 (or its equivalent
                                            in other currencies) at any time; 



 


		(d)	a loan made by a Nigeria Obligor to
                                            another Nigeria Obligor, and 



 


		(e)	a loan made by
                                            a member of the Nigeria Group to any Affiliate of the Company, provided that: 



 


		(i)	the aggregate
                                            amount of all such loans made after the date of the Nigeria Group Credit Facility does not
                                            exceed USD50,000,000; and 



 


		(ii)	such loan constitutes a Permitted
                                            Payment. 



 






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“Permitted Payment” means:


 


		(a)	a payment of
                                            scheduled interest and or principal payment under loans permitted under paragraph (d) of
                                            Permitted Loan; 



 


		(b)	a payment in
                                            connection with management and related holding company fees and expenses of a member of the
                                            Nigeria Group, the Company or any of its Affiliates in an aggregate amount of up to USD10,000,000
                                            (or its equivalent in other currencies) in any Financial Year, provided that: 



 


		(i)	no Default has occurred and
                                            is continuing at such time or would result from the making of the payment; and 



 


		(ii)	the Relevant Test set out
                                            in paragraph (g) below is satisfied in respect of such payment); 



 


		(c)	the Permitted Closing Payment; 



 


		(d)	repurchases of
                                            management equity in an amount of up to USD6,000,000 (or its equivalent in other currencies)
                                            in any Financial Year, provided that: 



 


		(i)	no Default
                                            has occurred and is continuing at such time or would result from the making of the payment;
                                            and 



 


		(ii)	the Relevant
                                            Test set out in paragraph (g) below is satisfied in respect of such payment); 



 


		(e)	the payment of
                                            a dividend by Holdco to the Company and/or a scheduled interest payment under a Subordinated
                                            Shareholder Loan, in order to enable the Company to meet its scheduled interest and principal
                                            expenses under this Agreement, provided that: 



 


		(i)	the payment
                                            is made when no Event of Default is continuing (and where no Event of Default would occur
                                            immediately after the making of the payment); and 



 


		(ii)	the payment is not in breach
                                            of the Subordination Agreement; 



 


		(iii)	the
                                            Relevant Test set out in paragraph (g) below is satisfied in respect of such payment; and
                                            



 


		(iv)	the aggregate
                                            principal amount outstanding under this Agreement does not, prior to such payment exceed
                                            USD300,000,000; 



 


		(f)	following a Qualifying
                                            IPO, the payment by any member of the Nigeria Group of a dividend solely from the proceeds
                                            of such Qualifying IPO, to the extent such proceeds have been received by that member of
                                            the Nigeria Group and provided that such payment is permitted under the Senior Notes; 



 


		(g)	a payment not
                                            otherwise permitted by the preceding paragraphs, by a Nigeria Group member, provided that:
                                            



 


		(i)	no Default
                                            has occurred and is continuing at such time or would result from the making of the payment;
                                            and 



 


		(ii)	the Leverage
                                            Ratio and Interest Coverage Ratio, calculated at the time such payment is to be made (on
                                            a pro forma basis after including in the calculations of such ratio the amount of the payment
                                            to be made) and by reference to the most recent Annual Financial Statements or Quarterly
                                            Financial Statements delivered to the Agent in accordance with clause 21.1 (Financial Statements)
                                            of the Nigeria Group Credit Facility with a Compliance Certificate, adjusted for the incurrence
                                            of any Financial Indebtedness and including any other relevant adjustments to take into account
                                            the activities of the Nigeria Group since the last Quarter Date, comply with the covenanted
                                            ratios for the immediately following Quarter Date set out in clause 22.2 (Financial Condition)
                                            of the Nigeria Group Credit Facility (the “Relevant Test”),



 


and, for the avoidance of doubt, the Relevant Test will
also apply to any payment referred to in paragraphs (b) and (d) above.


 






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“Permitted Reorganisation” means:


 


		(a)	a reorganisation
                                            on a solvent basis involving the business or assets of, or shares of a member of the Nigeria
                                            Group: 



 


		(i)	which would not result in a
                                            Change of Control; 



 


		(ii)	where
                                            that member of the Nigeria Group remains the surviving entity and the jurisdiction of incorporation
                                            of that member of the Nigeria Group remains the same; and 



 


		(iii)	if such
                                            reorganisation has the effect of disposal of any business, assets or shares, where such disposal
                                            would be a Permitted Disposal; and 



 


		(iv)	if such
                                            reorganisation has the effect of an acquisition of any business, assets or shares, where
                                            such acquisition would be a Permitted Acquisition; 



 


		(b)	any transaction
                                            contemplated under paragraphs (c) and (d) of the definition of Permitted Transaction; and
                                            



 


		(c)	subject to clause
                                            37.2 (Exceptions) of the Nigeria Group Credit Facility, any other reorganisation approved
                                            by the Majority Lenders (for the avoidance of doubt, without prejudice to clause 8.1 (Change
                                            of Control) of the Nigeria Group Credit Facility. 



 


“Permitted Security” means:


 


		(a)	any charge or lien (including any
                                            netting or set-off as a result of a fiscal unity (fiscale eenheid) for Dutch tax purposes)
                                            arising by operation of law and in the ordinary course of trading of any member of the Nigeria
                                            Group and not as a result of any default or omission by a member of the Nigeria Group; 



 


		(b)	any retention
                                            of title arrangements, hire purchase or conditional sale arrangement or arrangements having
                                            similar effect arising in the ordinary course of trading with suppliers of goods to a member
                                            of the Nigeria Group on the supplier’s standard or usual terms and not arising as a
                                            result of any default or omission by any member of the Nigeria Group and which is discharged
                                            within a period of time customary for such arrangements; 



 


		(c)	any netting or
                                            set-off arrangement entered into under a derivative transaction and excluding any Security
                                            or Quasi-Security under a credit support arrangement; 



 


		(d)	any Security or
                                            Quasi-Security over or affecting any asset acquired by a member of the Nigeria Group after
                                            the Closing Date, if: 



 


		(i)	the Security
                                            was not created in contemplation of the acquisition of that asset by a member of the Nigeria
                                            Group; 



 






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		(ii)	the principal amount secured
                                            has not been increased in contemplation of or since the acquisition of that asset by a member
                                            of the Nigeria Group; and 



 


		(iii)	the Security is removed or
                                            discharged within three Months of the date of acquisition of such asset (unless permitted
                                            to remain outstanding pursuant to another paragraph); 



 


		(e)	any Security or Quasi-Security arising
                                            under any Lease over the asset subject to the Lease provided that the Financial Indebtedness
                                            secured thereby is permitted pursuant to the Finance Documents; 



 


		(f)	any Security over goods and documents
                                            of title to goods arising in the ordinary course of a documentary credit transaction entered
                                            into in the ordinary course of trading; 



 


		(g)	any netting or set-off arrangement
                                            entered into by a member of the Nigeria Group arising in connection with a cash management
                                            or pooling arrangement entered into in the ordinary course of its banking arrangements for
                                            the purpose of netting debit and credit balances of members of the Nigeria Group but only
                                            so long as (i) such arrangement is not established with the primary intention of preferring
                                            any lenders, and (ii) any overdraft facility connected with such arrangement is permitted
                                            under the Finance Documents; 



 


		(h)	any Security over rental deposits
                                            arising in the ordinary course of trading of a member of the Nigeria Group in respect of
                                            any property leased or licensed by a member of the Nigeria Group in respect of amounts representing
                                            not more than 12 Months’ rent payments for that property; 



 


		(i)	any Security over bank accounts granted as
                                            part of that the relevant bank’s standard terms and conditions (including but not limited
                                            to any Security arising under clause 24 or 25 of the general banking conditions (algemene
                                            bankvoorwaarden) of any member of the Dutch Banking Association);



 


		(j)	any Security relating to payments
                                            into court or arising under any court order or injunction or security for costs arising in
                                            connection with any litigation or court proceedings being contested by a member of the Nigeria
                                            Group in good faith (and which do not otherwise give rise to an Event of Default); 



 


		(k)	any Security arising pursuant to an
                                            order of attachment or injunction restraining disposal of assets or similar legal process
                                            arising in connection with court proceedings which are contested by a member of the Nigeria
                                            Group in good faith by appropriate proceedings and which do not otherwise give rise to an
                                            Event of Default and would not otherwise be reasonably expected to have a Material Adverse
                                            Effect; 



 


		(l)	any Security over cash paid into an
                                            escrow account by any third party or a member of the Nigeria Group pursuant to any customary
                                            deposit or retention of purchase price arrangements entered into pursuant to any Permitted
                                            Acquisition; 



 


		(m)	any Security arising automatically
                                            by operation of law in favour of any government authority or organisation in respect of taxes,
                                            assessments or governmental charges which are being contested by a member of the Nigeria
                                            Group in good faith by appropriate proceedings and which would not be reasonably expected
                                            to have a Material Adverse Effect and in respect of which a member of the Group has made
                                            adequate reserves; 



 


		(n)	any cash collateral provided in respect
                                            of letters of credit or bank guarantees to the issuer of such letters of credit or bank guarantees
                                            to the extent the Financial Indebtedness in relation to which such letters of credit or bank
                                            guarantees relate is permitted under the Finance Documents; 



 






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		(o)	any
                                            Security or Quasi-Security created with the prior written consent of the Majority Lenders;
                                            and 



 


		(p)	any
                                            Security securing indebtedness the principal amount of which (when aggregated with the principal
                                            amount of any other indebtedness which has the benefit of Security given by any member of
                                            the Nigeria Group other than any permitted under the preceding paragraphs) does not at any
                                            time exceed USD75,000,000 (or its equivalent in other currencies) at any time. 



 


“Permitted
Transaction” means:


 


		(a)	any
                                            Financial Indebtedness incurred, guarantee or indemnity given, payment made, or other transaction
                                            arising, under the Finance Documents; 



 


		(b)	transactions
                                            (other than (i) any sale, lease, license, transfer or other disposal and (ii) the granting
                                            or creation of Security or the incurring or permitting to subsist of Financial Indebtedness)
                                            conducted in the ordinary course of trading of any member of the Nigeria Group on arm’s
                                            length terms; 



 


		(c)	the
                                            solvent liquidation of the Excluded Subsidiaries contemplated by the Structuring Memorandum;
                                            and 



 


		(d)	the
                                            INT Transfer. 



 


“Permitted
Transferee” means:


 


		(a)	any
                                            of African Tower Investment Limited, Africa Telecom Towers S.C.S., AIIF2 Towers Mauritius,
                                            ECP IHS (Mauritius) Limited, ECPIV-IHS Limited, ELQ Investors VIII Ltd, IFC Global Infrastructure
                                            Fund, LP, International Finance Corporation, Investec Africa Frontier Private Equity Associate
                                            Fund, L.P., Investec Africa Frontier Private Equity Fund L.P., Investec Africa Private Equity
                                            Fund 2 LP, Investec Fund Managers SA (RF) Limited in respect of the portfolio Investec Africa
                                            Fund, Korea Investment Corporation, Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden
                                            N.V., Oranje-Nassau Developpement S.A, SICAR, UBC Services Inc. and Warrington Investment
                                            PTE Ltd; and 



 


		(b)	any
                                            wholly-owned Subsidiary of any of the persons or entities listed in paragraph (a) above,
                                            and in each case, which is not a Restricted Party. 



 


“Qualifying
IPO” means an offering of the ordinary shares or common equity on a nationally recognized
stock exchange in the United States or any member of the European Union (including, for the avoidance of doubt, the United Kingdom) or
Switzerland of Holdco or any Holding Company of Holdco.


 


“Quarter
Date” means each of 31 March, 30 June, 30 September and 31 December or such other dates which
correspond to the quarter end dates within the Financial Year of the Nigeria Group.


 


“Quarterly
Financial Statements” has the meaning given to it in the Nigeria Group Credit Facility.


 


“Relevant
Period” means each period of 12 Months ending on or about the last day of the Financial Year
and each period of 12 Months ending on or about the last day of each Financial Quarter.


 


“Restricted
Party” means a person that is:


 


		(a)	listed
                                            on, or owned or controlled by a person listed on, or acting on behalf or at the direction
                                            of a person listed on, any Sanctions List; 



 






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		(b)	located
                                            in, incorporated under the laws of, or owned or (directly or indirectly) controlled by, or
                                            acting on behalf or at the direction of, a person located in or organised under the laws
                                            of a country or territory which is, or whose government is, the subject or target of comprehensive
                                            country-wide or territory-wide Sanctions (being, at the date of this Agreement, Crimea, Iran,
                                            Cuba, North Korea, Sudan and Syria); or 



 


		(c)	otherwise
                                            a target of Sanctions (“target
                                            of Sanctions” meaning a person with whom a US
                                            person or other legal or natural person subject to the jurisdiction or authority of a Sanctions
                                            Authority would be prohibited or restricted by law from engaging in trade, business or other
                                            activities without all appropriate licenses or exemptions issued by all applicable Sanctions
                                            Authorities). 



 


“Sanctions”
means the trade, economic or financial sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced
by:


 


		(a)	the
                                            United States of America; 



 


		(b)	the
                                            United Nations; 



 


		(c)	the
                                            European Union; 



 


		(d)	the
                                            United Kingdom; 



 


		(e)	the
                                            jurisdiction of incorporation of a member of the Nigeria Group; and/or 



 


		(f)	the
                                            respective governmental institutions and agencies of any of the foregoing, including, without
                                            limitation, the Office of Foreign Assets Control of the US Department of Treasury, the United
                                            States Department of State and Her Majesty’s Treasury, 



 


(together,
the “Sanctions Authorities”).


 


“Sanctions
List” means the “Specially Designated Nationals and Blocked Persons List”, the
 “Sectoral Sanctions Identifications List” and the “List of Foreign Sanctions Evaders” maintained by the Office
of Foreign Assets Control, the “Consolidated List of Financial Sanctions Targets” and the “Ukraine: list of persons
subject to restrictive measures in view of Russia’s actions destabilising the situation in Ukraine” maintained by Her Majesty’s
Treasury, or any similar list maintained by, or public announcement of Sanctions designation made by, any of the Sanctions Authorities.


 


“Security”
means a mortgage, lien, pledge or charge or other security interest securing any obligation of any person or any other agreement or arrangement
having a similar effect.


 


“Structuring
Memorandum” means the memorandum detailing the completion steps for the Facilities and the
Senior Notes, delivered by Holdco to the Agent in accordance with Part 1 of Schedule 2 (Conditions Precedent) of the Nigeria Group Credit
Facility.


 


“Subordinated
Shareholder Loan” means any loan made by the Company, IHS Netherlands (Interco) Coöperatief
U.A. or an Affiliate of the Company (other than any member of the Nigeria Group) to a Nigeria Borrower or Holdco which is subordinated
in accordance with the terms of the Subordination Agreement or on terms otherwise acceptable to the Majority Lenders (and includes, without
limitation, any New Shareholder Loan) and which will have a maturity date (howsoever described) falling after the Termination Date of
each Facility.


 


“Subordination
Agreement” means the Subordination Agreement entered into on or around 18 September 2019
between, amongst others, Holdco, the Company, IHS Netherlands (Interco) Coöperatief U.A. and the Agent.


 






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“Subsidiary”
means a subsidiary undertaking within the meaning of section 1162 of the Companies Act 2006 of England and Wales (and including, for
the avoidance of doubt, in the case of IHS Holding or Holdco, a person who it has the right to consolidate into its financial statements
under the Accounting Principles) and in respect of any Nigeria Obligor incorporated in Nigeria, a subsidiary undertaking within the meaning
given to it in the Companies and Allied Matters Act, Chapter C20, Laws of the Federation of Nigeria, 2004.


 


“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).


 


“Termination
Date” has the meaning given to it in the Nigeria Group Credit Facility.


 


“Total
Assets” means the total assets of the Nigeria Group, calculated on a consolidated basis in
accordance with IFRS, excluding all intra-Nigeria Group items and investments in any Subsidiaries of Holdco.


 


“Transaction
Costs” means all fees, commissions, costs and expenses, stamp, registration and other Taxes
incurred by any member of the Group (including any member of the Nigeria Group) in connection with:


 


		(a)	the
                                            “Facilities” or the “Finance Documents” (in each case defined in
                                            the Nigeria Group Credit Facility); 



 


		(b)	the
                                            Facility or the Finance Documents or any Permitted Acquisition. 



 


“Treasury
Transaction” means any derivative transaction entered into in connection with protection
against or benefit from fluctuation in any rate or price.


 


“Utilisation”
has the meaning given to it in the Nigeria Group Credit Facility.


 


“Utilisation
Date” has the meaning given to it in the Nigeria Group Credit Facility.


 






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SCHEDULE
18


 


Additional
Events of Default


 


Each
of the following is an “Event
of Default”:


 


		(a)	Cross-Default:
                                            



 


		(i)	Any
                                            Financial Indebtedness of a member of the Nigeria Group is not paid when due nor within any
                                            originally applicable grace period. 



 


		(ii)	Any
                                            Financial Indebtedness of a member of the Nigeria Group is declared to be or otherwise becomes
                                            due and payable prior to its specified maturity as a result of an event of default (however
                                            described or defined). 



 


		(iii)	Any
                                            creditor or other representative of a member of the Nigeria Group becomes entitled to declare
                                            any Financial Indebtedness of a member of the Nigeria Group due and payable prior to its
                                            specified maturity as a result of an event of default (however described or defined). 



 


		(iv)	No
                                            Event of Default will occur under paragraphs (i) to (iii) above if the aggregate amount of
                                            Financial Indebtedness falling within paragraphs (i) to (iii) above is less than USD50,000,000
                                            (or its equivalent in any other currency or currencies). 



 


		(b)	Failure
                                            to Comply with Court Judgment or Arbitral Award: 



 


Any
member of the Nigeria Group fails to comply with or pay by the required time any sum due from it under any final judgment or any final
order made or given by a court or arbitral tribunal or other arbitral body, in each case of competent jurisdiction, having a value of
at least USD50,000,000 (or its equivalent in other currencies). 


 


		(c)	Insolvency:
                                            



 


		(i)	A
                                            member of the Nigeria Group: 



 


		(A)	is
                                            unable or admits inability to pay its debts as they fall due; 



 


		(B)	suspends
                                            or threatens to suspend making payments on any of its debts; or 



 


		(C)	by
                                            reason of actual or anticipated financial difficulties, commences negotiations with one or
                                            more of its creditors (excluding any Finance Party in its capacity as such) with a view to
                                            rescheduling any of its indebtedness. 



 


		(ii)	A
                                            moratorium is declared in respect of any indebtedness of a member of the Nigeria Group. If
                                            a moratorium occurs, the ending of the moratorium will not remedy any Event of Default caused
                                            by that moratorium. 



 


		(d)	Insolvency
                                            Proceedings: 



 


		(i)	Any
                                            corporate action, legal proceedings or other procedure or step is taken in relation to: 



 


		(A)	the
                                            suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration
                                            or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of
                                            any member of the Nigeria Group; 



 


		(B)	a
                                            composition, compromise, assignment or arrangement with any creditor of any member of the
                                            Nigeria Group; 



 






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		(C)	the
                                            appointment of a liquidator, receiver, administrative receiver, administrator, compulsory
                                            manager or other similar officer in respect any member of the Nigeria Group or its assets;
                                            or 



 


		(D)	enforcement
                                            of any Security over any assets of any member of the Nigeria Group, or any analogous procedure
                                            or step is taken in any jurisdiction. 



 


		(ii)	This
                                            paragraph (d) shall not apply to: 



 


		(A)	any
                                            winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed
                                            within 40 Business Days of commencement; or 



 


		(B)	any
                                            step or procedure which is contemplated in paragraph (c) of the definition of Permitted Transaction
                                            or which is a Permitted Reorganisation. 



 






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	SCHEDULE
    19
	 
	Screen
    Rate Contingency Periods
	 
	Screen
    Rate	Period
	LIBOR	10
    Business Days


 






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	 	SCHEDULE
    20	 
	 	 	 
	Compounded
    Rate Terms
	 
	CURRENCY:	Dollars.	 	 
	 	 	 	 
	Cost of funds
    as a fallback	Cost
    of funds will not apply as a fallback.
	 	 
	Definitions	 	 	 
	 	 	 	 
	Additional
    Business Days:	An
    RFR Banking Day.
	 	 
	Break Costs:	None
    specified.	 
	 	 	 
	Business Day
    Conventions (definition of "Month"
    and Clause 9.2 (Non-Business Days)):	(a)	If
    any period is expressed to accrue by reference to a Month
    or any number of Months then, in respect of the last
    Month of that period:
	 	 	
	 	 	(i)	subject to
    paragraph (iii) 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;
	 	 	 	
	 	 	(ii)	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
	 	 	 	
	 	 	(iii)	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.
	 	 	 	
	 	(b)	If
    an Interest Period would otherwise end on a day which is
    not a Business Day, that Interest Period will instead end on
    the next Business Day in that calendar month (if there is
    one) or the preceding Business Day (if there is not).
	 	 	 
	Central Bank
    Rate:	(a)	The
    short-term interest rate target set by the US Federal Open
    Market Committee as published by the Federal Reserve
    Bank of New York from time to time; or
	 	 	
	 	(b)	if
    that target is not a single figure, the arithmetic mean of:
	 	 	 
	 	 	(i)	the upper
    bound of the short-term interest rate target range
    set by the US Federal Open Market Committee
    and published by the Federal Reserve Bank of New
    York; and
	 	 	 	
	 	 	(ii)	the lower
    bound of that target range.
	 	 	 	 
	Central Bank
    Rate Adjustment:	In
    relation to the Central Bank Rate prevailing at close of business on
    any RFR Banking Day, the 20 per cent. trimmed arithmetic mean
(calculated by the Facility Agent, or by any other Finance Party which agrees to do so in place of the Facility Agent) of the Central
Bank Rate Spreads for the five most immediately preceding RFR Banking Days for which the RFR is available.


 






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	 	For this purpose, “Central Bank Rate Spread” means, in relation to any RFR Banking Day, the difference (expressed as a percentage rate per annum) calculated by the Facility Agent (or by any other Finance Party which agrees to do so in place of the Facility Agent) between:
	 	
	 	(a)	the RFR for that RFR Banking Day; and 
	 	 
	 	(b)	the Central Bank Rate prevailing at close of business on that RFR Banking Day. 



 


	Credit
    Adjustment Spread:	Length
    of Interest Period	Credit
    Spread (per 

cent. per annum)
	 	1 month or less	0.11448
	 	2 months or less but greater	0.18456
	 	than 1 month	 
	 	3 months or less but greater	0.26161
	 	than 2 months	 
	 	6 months or less but greater	0.42826
	 	than 3 months	 


 


	Daily Rate:	The "Daily Rate" for any RFR Banking Day is:
	 	 
	 	(a)	the RFR for that RFR Banking Day; or 
	 	 	 
	 	(b)	if the RFR is not available for that RFR Banking Day, the percentage rate per annum which is the aggregate of: 
	 	 	 
	 	 	(i)	the Central Bank Rate for that RFR Banking Day; and 
	 	 	 	 
	 	 	(ii)	the applicable Central Bank Rate Adjustment; or 
	 	 	 	 
	 	(c)	if paragraph (b) above applies but the Central Bank Rate for that RFR Banking Day is not available, the percentage rate per annum which is the aggregate of: 
	 	 	 
	 	 	(i)	the most recent Central Bank Rate for a day which is no more than five RFR Banking Days before that RFR Banking Day; and 
	 	 	 	 
	 	 	(ii)	the applicable Central Bank Rate Adjustment, 
	 	 	 	 
	 	rounded, in either case, to four decimal places and if, in either case, the aggregate of that rate and the applicable Credit Adjustment Spread is less than zero, the Daily Rate shall be deemed to be such a rate that the aggregate of the Daily Rate and the applicable Credit Adjustment Spread is zero.


 






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	Lookback Period:	Five
    RFR Banking Days.
	 	 
	Market Disruption
    Amount:	In
    respect of any Interest Period for a Loan and a Lender, the amount
    of interest accrued for that Interest Period (determined in accordance
    with Clause 8.2 (Calculation of Interest – Compounded
    Rate Loans)) that would be due to that Lender in relation
    to its participation in that Loan for that Interest Period (excluding
    Margin).
	 	
	Relevant Market:	The
    market for overnight cash borrowing collateralised by US Government
    securities.
	 	 
	Reporting
    Day:	The
    Business Day which follows the day which is the Lookback Period
    prior to the last day of the Interest Period.
	 	 
	RFR:	The
    secured overnight financing rate (SOFR) administered by the Federal
    Reserve Bank of New York (or any other person which takes
    over the administration of that rate) published by the Federal Reserve
    Bank of New York (or any other person which takes over the
    publication of that rate).
	 	 
	RFR Banking
    Day:	Any
    day other than:
	 	 
	 	(a)	a
    Saturday or Sunday; and
	 	 	 
	 	(b)	a
    day on which the Securities Industry and Financial Markets
    Association (or any successor organisation) recommends
    that the fixed income departments of its members
    be closed for the entire day for purposes of trading
    in US Government securities.
	 	 	
	Reporting
Times	 	 
	 	 	 
	Deadline
for Lenders to report market disruption in accordance with Clause 10.3 (Market Disruption):
	 	Close
of business in London on the Reporting Day for the relevant Loan.

	 	 	 
	Deadline
for Lenders to report their cost of funds in accordance with Clause 10.4 (Cost of Funds)
	 	Close
of business on the date falling three Business Days after the Reporting Day for the relevant Loan (or, if earlier, on the date falling
three Business Days before the date on which interest is due to be paid in respect of the Interest Period for that Loan).



 






    217


     


    

 


SCHEDULE
21


 


Daily
Non-Cumulative Compounded Rate


 


The
 “Daily Non-Cumulative Compounded
RFR Rate” for any RFR Banking Day “i”
during an Interest Period for a Compounded Rate Loan is the percentage rate per annum (without rounding, to the extent reasonably practicable
for the Finance Party performing the calculation, taking into account the capabilities of any software used for that purpose) calculated
as set out below:


 


 


 


where:


 


“UCCDRi”
means the Unannualised Cumulative Compounded Daily Rate for that RFR Banking Day “i”;


 


“UCCDRi-1”
means, in relation to that RFR Banking Day “i”,
the Unannualised Cumulative Compounded Daily Rate for the immediately preceding RFR Banking Day (if any) during that Interest Period;


 


“dcc”
means 360 or, in any case where market practice in the Relevant Market is to use a different number for quoting the number of days in
a year, that number;


 


“ni”
means the number of calendar days from, and including, that RFR Banking Day “i”
up to, but excluding, the following RFR Banking Day; and


 


the
 “Unannualised Cumulative
Compounded Daily Rate” for any RFR Banking Day (the “Cumulated RFR Banking
Day”) during that Interest Period is the result of the below calculation (without rounding,
to the extent reasonably practicable for the Finance Party performing the calculation, taking into account the capabilities of any software
used for that purpose):


 


 


 


where:


 


“ACCDR”
means the Annualised Cumulative Compounded Daily Rate for that Cumulated RFR Banking Day;


 


“tni”
means the number of calendar days from, and including, the first day of the Cumulation Period to, but excluding, the RFR Banking Day
which immediately follows the last day of the Cumulation Period;


 


“Cumulation
Period” means the period from, and including, the first RFR Banking Day of that Interest
Period to, and including, that Cumulated RFR Banking Day;


 


“dcc”
has the meaning given to that term above; and


 






    218


     


    

 


the
 “Annualised Cumulative
Compounded Daily Rate” for that Cumulated RFR Banking Day is the percentage rate per annum
(rounded to four decimal places) calculated as set out below:


 


 


 


where:


 


“d0”
means the number of RFR Banking Days in the Cumulation Period;


 


“Cumulation
Period” has the meaning given to that term above;


 


“i”
means a series of whole numbers from one to d0, each representing the relevant RFR Banking Day in chronological order in the
Cumulation Period;


 


“DailyRatei-LP”
means, for any RFR Banking Day “i” in the Cumulation Period, the Daily Rate
for the RFR Banking Day which is the applicable Lookback Period prior to that RFR Banking Day “i”;


 


“ni”
means, for any RFR Banking Day “i” in the Cumulation Period, the number of
calendar days from, and including, that RFR Banking Day “i” up to, but excluding,
the following RFR Banking Day;


 


“dcc”
has the meaning given to that term above; and


 


“tni”
has the meaning given to that term above.


 



    219


     


    




 


SCHEDULE
22


 


Cumulative
Compounded RFR Rate


 


The
 “Cumulative Compounded
RFR Rate” for any Interest Period for a Compounded Rate Loan is the percentage rate per annum
(rounded to the same number of decimal places as is specified in the definition of “Annualised Cumulative Compounded
Daily Rate” in Schedule 21 (Daily Non-Cumulative Compounded RFR Rate)) calculated as set
out below:


 


 


 


where:


 


“d0”
means the number of RFR Banking Days during the Interest Period;


 


“i”
means a series of whole numbers from one to d0, each representing the relevant RFR Banking Day in chronological order during
the Interest Period;


 


“DailyRatei-LP”
means for any RFR Banking Day “i” during the Interest Period, the Daily Rate
for the RFR Banking Day which is the applicable Lookback Period prior to that RFR Banking Day “i”;


 


“ni”
means, for any RFR Banking Day “i”, the number of calendar days from, and
including, that RFR Banking Day “i” up to, but excluding, the following RFR
Banking Day;


 


		(a)	“dcc”
                                            means 360 or, in any case where market practice in the Relevant Market is to use a different
                                            number for quoting the number of days in a year, that number; and 



 


		(b)	“d”
                                            means the number of calendar days during that Interest Period. 



 






    220


     


    




 





SIGNATURE
PAGES


 


	Company	 
	 	 
	 	 
	 	 
	For and on behalf of	 
	 	 
	IHS HOLDING LIMITED	 
	as
    Company	 
	 	 
	Attention:	 	 
	 	 
	Address:	 	 
	 	 	 




 


[Signature
Page for Bridge Credit Facility Agreement]


 






    


     


    

 


	THE ARRANGERS	 
	 	 
	GOLDMAN SACHS LENDING PARTNERS
    LLC	 
	as Arranger	 
	 	 
	 	 
	By:	              	 
	 	 	 
	Name:	 
	Title:	 




 


Notice Details


 


Address: Plumtree Court, 25 Shoe Lane,
London EC4A 4AU


Email: loandocumentation@ln.email.gs.com


Tel: 44 (20) 7552-9754 / +l-212-934-7043


Attention: Tony Dick / Nikita Wadhwa


 


[Signature
Page for Bridge Credit Facility Agreement]


 



    


     


    




 


	JPMORGAN CHASE BANK, N.A., LONDON
    BRANCH	 
	as Arranger	 
	 	 
	By:	                	 
	 	 	 
	Name: 	 
	Title: 	 




 


Notice Details


 


Address: 25 Bank Street, Canary
Wharf, London, E14 5JP


Email:


Attention: 


 


[Signature
Page for Bridge Credit Facility Agreement]


 






    


     


    

 


	STANDARD CHARTERED BANK	 
	as Arranger	 
	 	 
	By:	            	 
	 	 	 
	Name:	 	 
	 	 	 
	Title:	 	 


 


Notice Details


 


Address:1  Basinghall Avenue,
London. EC2V 5DD


Email: 


Attention: 


 


[Signature
Page for Bridge Credit Facility Agreement]


 






    


     


    

 


THE ORIGINAL LENDERS


 


GOLDMAN SACHS LENDING PARTNERS
LLC


as Original Lender


 


 


	By:	      	 
	 	 	 
	Name: 	 
	Title: 	 




 


Notice Details


 


Address: Plumtree Court, 25 Shoe Lane,
London EC4A 4AU


Email: loandocumentation@ln.email.gs.com


Tel: 44 (20) 7552-9754 / +l-212-934-7043


Attention: Tony Dick / Nikita
Wadhwa


 


[Signature
Page for Bridge Credit Facility Agreement]


 






    


     


    

 


	JPMORGAN CHASE BANK, N.A., LONDON BRANCH	 
	as Original Lender	 




 


 


	By:	                  	 
	 	 	 
	Name:	  
	 	 
	Title: 	 




 


	Notice Details	 




 


	Address: 25 Bank Street, Canary Wharf, London, E14 5JP	 







	Email:	 







	Attention:	 




 





[Signature
Page for Bridge Credit Facility Agreement]


 






    


     


    

 


	STANDARD CHARTERED BANK	 
	as Original Lender	 
	 	 




 


	By:	 	 
	 	 	 






	Name:	 	 
	Title:	 	 




 


Notice Details


 


	Address:	1 Basinghall Avenue, London. EC2V 5DD  
	Fax:	+44 (0)20 7885 9728
	Email:	Loans.AgencyUK@sc.com
	Attention:	Asset Servicing Manager  







 


[Signature Page for Bridge
Credit Facility Agreement]


 












    


     


    

 


	THE FACILITY AGENT	 
	 	 
	STANDARD CHARTERED BANK	 
	as Facility Agent	 
	 	 
	 	 
	By:	             	 
	Name:	 
	Title: 	 



 


Notice Details


 


	Address: 	6th Floor,1 Basinghall Avenue, London, EC2V 5DD	 
	 	 	 
	Fax: 	+44 (0)20 7885 9728	 
	 	 	 
	Email: 	Loans.AgencyUK@sc.com	 
	 	 	 
	Attention: 	Asset Servicing Manager	 




 


[Signature
Page for Bridge Credit Facility Agreement]