Common use of Accordion Option Clause in Contracts

Accordion Option. 2.3.1 At any time during the Availability Period for Facility B, the Company may give a written notice (the “New Commitments Notice”) to the Agent that it wishes to increase the Total Facility B Commitments (and the Total Commitments). Subject to compliance with Clause 2.3.13, the New Commitments Notice must specify the amount in the Base Currency by which the Total Facility B Commitments (and the Total Commitments) are to be increased and the date on which the Company wishes such increase to take effect (the amount of such increase being the “New Commitments”). 2.3.2 On receipt of any New Commitments Notice, the Agent shall promptly notify the Lenders (the “Agent Notification”). The Agent shall, after consultation with the Lenders and no later than 5 Business Days from the date of the Agent Notification, inform the Company and the Lenders whether or not the Company’s request for the New Commitments is accepted (such acceptance of the requested New Commitments being the “Agent Acceptance”). 2.3.3 From the date of the Agent Acceptance, the Agent or any Lender shall have up to 5 Business Days to request such further information from the Company as that Finance Party may reasonably require. The Company shall provide such further information, as reasonably requested, to the Agent or the requesting Lender within 5 Business Days of receiving such request. 2.3.4 The New Commitments shall be subject to: 2.3.4.1 those Lenders which agree to participate in the New Commitments and the Company agreeing the arrangement fees to be applied to the New Commitments (the “New Commitments Arrangement Fees”); 2.3.4.2 no Default continuing on each of: (a) the date of the New Commitments Notice; and (b) the date of the New Commitments becoming available to the Borrowers; 2.3.4.3 such conditions precedent as each relevant Lender shall require (in its discretion) (other than the payment of any fees other than New Commitments Arrangement Fees); and 2.3.4.4 each applicable Lender obtaining credit committee approval. 2.3.5 Following the Agent Acceptance, the opportunity to provide the New Commitments shall: 2.3.5.1 firstly, be offered to the Lenders on a pro-rata basis in accordance with their existing Commitments and each Lender shall have 20 Business Days from the date on which the Lender has received the Agent Acceptance (the “Acceptance Period”) to confirm to the Agent whether it wishes to provide its proportion of the New Commitments and the amount of the proposed New Commitments Arrangement Fees; 2.3.5.2 in the event that any Lender notifies the Agent that it does not wish to provide its full proportion of any New Commitments (or a Lender has failed to notify the Agent within the Acceptance Period that it wishes to provide its full proportion of the New Commitments) (such declined proportion of any New Commitments being “Declined New Commitments”) the amount of such Declined New Commitments shall be offered to the Lenders who have agreed to provide their proportion of the New Commitments on a pro-rata basis or as otherwise agreed between those Lenders; and 2.3.5.3 if one or more Lenders (as the case may be) do not agree to provide the New Commitments (or as the case may be, the Declined New Commitments) offered to them (in full or in part) (the aggregate amount of the Declined New Commitments not taken up by any Lender being a “New Commitments Shortfall”), then (subject to Clause 2.3.6) the Company may offer other parties the opportunity to provide the New Commitments in an amount equal to the New Commitments Shortfall. 2.3.6 If, following compliance with Clause 2.3.5 above, there is a New Commitments Shortfall, then the New Commitments Shortfall may be offered by the Company (in full or in part) (the “Offered New Commitments”) to any bank, financial institution, trust, fund or other entity (which is not a member of the Group and would be entitled to become a Lender under the terms of this Agreement) that is not a Lender (a “New Commitments Lender”). 2.3.7 Should the arrangement fee agreed between the Company and a New Commitments Lender be higher than the New Commitments Arrangement Fees, the existing Lenders shall have the right to provide the Offered New Commitments (on a pro-rata basis in accordance with the aggregate of their existing Commitments and any New Commitments they have previously agreed to provide in accordance with Clause 2.3.5 above) in place of such New Commitments Lender for an arrangement fee equal to that offered to such New Commitments Lender. 2.3.8 Subject to Clause 2.3.7 above, any New Commitments Lender may provide the Offered New Commitments to a Borrower, provided that: 2.3.8.1 the New Commitments Lender shall become a Lender by complying with Clause 2.3.9; and 2.3.8.2 the Offered New Commitments shall take effect on the date specified by the Company in the New Commitments Notice or any later date on which the conditions set out in Clause 2.3.9 below are satisfied; 2.3.9 A New Commitments Lender shall become a Lender under this Agreement, upon: 2.3.9.1 the execution by the Agent of a New Commitments Accession Letter from the relevant New Commitments Lender; and 2.3.9.2 the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the New Commitments by that New Commitments Lender, the completion of which the Agent shall promptly notify to the Company and the New Commitments Lender. 2.3.10 Each New Commitments Lender, by executing the New Commitments Accession Letter, confirms (for the avoidance of doubt) that the 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. 2.3.11 The Company shall, on the date upon which the New Commitments take effect, pay to the Agent (for its own account) a fee of $2,500 and the Company shall promptly on demand pay the Agent the amount of all properly documented third party costs and expenses (including legal fees pre-agreed by the Company) reasonably incurred by it in connection with the New Commitments. 2.3.12 The terms applicable to the New Commitments (including, for the avoidance of doubt, the Margin) (other than the arrangement fees) shall be as set out in this Agreement. 2.3.13 The maximum amount by which the Total Commitments may be increased is $50,000,000 in aggregate. 2.3.14 The Agent shall notify all parties of: 2.3.14.1 the date on which it is proposed that the New Commitments shall become effective; 2.3.14.2 the amount of the New Commitments being made available by each Lender and New Commitments Lender (if any) under Clauses 2.3.1 to 2.3.6 of this Agreement; and 2.3.14.3 the identity of any New Commitments Lender. 2.3.15 On the date of the New Commitments becoming effective: 2.3.15.1 in the case of a person providing a New Commitment which is already a Lender, its Commitment shall be increased by the amount of the New Commitments which it has agreed to provide under Clauses 2.3.1 to 2.3.7 of this Agreement; and 2.3.15.2 in the case of a person providing a New Commitment which is not already a Lender, it shall become a Lender with a Commitment equal to the relevant New Commitments which it has agreed to provide under Clause 2.3.6 of this Agreement. 2.3.16 The Company may deliver no more than 4 New Commitments Notices to the Agent during the Availability Period for Facility B. 2.3.17 Clause 27.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.3 in relation to a New Commitments Lender as if references in that Clause to:

Accordion Option. 2.3.1 At any time during the Availability Period for Facility B2.2.1 The Company may, the Company may give a written notice (the “New Commitments Notice”) by delivery to the Agent of a duly completed Accordion Increase Request, request that it wishes to increase the Total Facility B Commitments be increased (and the Total Commitments). Subject to compliance with Commitments shall be so increased) as described in, and in accordance with, this Clause 2.3.13, the New Commitments Notice must specify the amount in the Base Currency by which the Total Facility B Commitments 2.2 (and the Total Commitments) are to be increased and the date on which the Company wishes such increase to take effect (the amount of such increase being the “New Commitments”an Accordion Increase). 2.3.2 On receipt 2.2.2 The increase in the Commitments requested in an Accordion Increase Request is subject to the following conditions being satisfied on the Accordion Increase Date: 2.2.2.1 the increased Commitments will be assumed by (i) first by one or more existing Lenders willing to provide such increase and/or, (ii) second in respect of any New increased Commitments Notice, the Agent shall promptly notify the not assumed by one or more existing Lenders (the “Agent Notification”). The Agent shall, after consultation with the Lenders and no later than 5 within 20 Business Days from the date of delivery of the Accordion Increase Request to the Agent, by other banks, financial institutions, trusts, funds or other entities selected by the Company (which must not be a member of the Group) (each an Accordion Increase Lender) which shall become a Party as a Lender; 2.2.2.2 the Agent Notification, inform receives the Company Accordion Increase Request no less than 20 Business Days before the proposed Accordion Increase Date; 2.2.2.3 the maximum aggregate amount to which the Commitments may be increased is ZAR7,500,000,000; 2.2.2.4 no Default or Event of Default is continuing or would result from the proposed increase in the Facility; 2.2.2.5 in respect of each Accordion Increase Lender: 2.2.2.5.1 the Agent has received and the Lenders whether or executed a duly completed Accordion Increase Confirmation from that Accordion Increase Lender; and 2.2.2.5.2 in relation to an Accordion Increase Lender which is not the Company’s request for the New Commitments is accepted (such acceptance of the requested New Commitments being the “Agent Acceptance”). 2.3.3 From already a Lender on the date of the Agent Acceptance, Accordion Increase Confirmation: ​ ​ 2.2.2.5.2.1 the Agent or any Lender shall have up to 5 Business Days to request such further information from the Company as that Finance Party may reasonably require. The Company shall provide such further information, as reasonably requested, to the Agent or the requesting Lender within 5 Business Days of receiving such request. 2.3.4 The New Commitments shall be subject to: 2.3.4.1 those Lenders which agree to participate in the New Commitments and the Company agreeing the arrangement fees to be applied to the New Commitments (the “New Commitments Arrangement Fees”); 2.3.4.2 no Default continuing on each of: (a) the date of the New Commitments Notice; and (b) the date of the New Commitments becoming available to the Borrowers; 2.3.4.3 such conditions precedent as each relevant Lender shall require (in its discretion) (other than the payment of any fees other than New Commitments Arrangement Fees); and 2.3.4.4 each applicable Lender obtaining credit committee approval. 2.3.5 Following the Agent Acceptance, the opportunity to provide the New Commitments shall: 2.3.5.1 firstly, be offered to the Lenders on a pro-rata basis in accordance with their existing Commitments and each Lender shall have 20 Business Days from the date on which the Lender has received the Agent Acceptance (the “Acceptance Period”) to confirm to the Agent whether it wishes to provide its proportion of the New Commitments and the amount of the proposed New Commitments Arrangement Fees; 2.3.5.2 in the event that any Lender notifies the Agent that it does not wish to provide its full proportion of any New Commitments (or a Lender has failed to notify the Agent within the Acceptance Period that it wishes to provide its full proportion of the New Commitments) (such declined proportion of any New Commitments being “Declined New Commitments”) the amount of such Declined New Commitments shall be offered to the Lenders who have agreed to provide their proportion of the New Commitments on a pro-rata basis or as otherwise agreed between those Lenders; and 2.3.5.3 if one or more Lenders (as the case may be) do not agree to provide the New Commitments (or as the case may be, the Declined New Commitments) offered to them (in full or in part) (the aggregate amount of the Declined New Commitments not taken up by any Lender being a “New Commitments Shortfall”), then (subject to Clause 2.3.6) the Company may offer other parties the opportunity to provide the New Commitments in an amount equal to the New Commitments Shortfall. 2.3.6 If, following compliance with Clause 2.3.5 above, there is a New Commitments Shortfall, then the New Commitments Shortfall may be offered by the Company (in full or in part) (the “Offered New Commitments”) to any bank, financial institution, trust, fund or other entity (which is not a member of the Group and would be entitled to become a Lender under the terms of this Agreement) that is not a Lender (a “New Commitments Lender”). 2.3.7 Should the arrangement fee agreed between the Company and a New Commitments Lender be higher than the New Commitments Arrangement Fees, the existing Lenders shall have the right to provide the Offered New Commitments (on a pro-rata basis in accordance with the aggregate of their existing Commitments and any New Commitments they have previously agreed to provide in accordance with Clause 2.3.5 above) in place of such New Commitments Lender for an arrangement fee equal to that offered to such New Commitments Lender. 2.3.8 Subject to Clause 2.3.7 above, any New Commitments Lender may provide the Offered New Commitments to a Borrower, provided that: 2.3.8.1 the New Commitments Lender shall become a Lender by complying with Clause 2.3.9; and 2.3.8.2 the Offered New Commitments shall take effect on the date specified by the Company in the New Commitments Notice or any later date on which the conditions set out in Clause 2.3.9 below are satisfied; 2.3.9 A New Commitments Lender shall become a Lender under this Agreement, upon: 2.3.9.1 the execution by the Agent of a New Commitments Accession Letter from the relevant New Commitments Lender; and 2.3.9.2 the performance by the Agent of performed all necessary “"know your customer” " or other similar checks under all applicable laws and regulations in relation to the assumption of the New additional Commitments by that New Commitments Accordion Increase Lender, the completion of which the Agent shall promptly notify to the Company and the New Commitments Accordion Increase Lender. 2.3.10 Each New Commitments Lender, by executing the New Commitments Accession Letter, confirms (for the avoidance of doubt) that the 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. 2.3.11 The Company shall, on the date upon which the New Commitments take effect, pay to the Agent (for its own account) a fee of $2,500 and the Company shall promptly on demand pay the Agent the amount of all properly documented third party costs and expenses (including legal fees pre-agreed by the Company) reasonably incurred by it in connection with the New Commitments. 2.3.12 The terms applicable to the New Commitments (including, for the avoidance of doubt, the Margin) (other than the arrangement fees) shall be as set out in this Agreement. 2.3.13 The maximum amount by which the Total Commitments may be increased is $50,000,000 in aggregate. 2.3.14 The Agent shall notify all parties of: 2.3.14.1 the date on which it is proposed that the New Commitments shall become effective; 2.3.14.2 the amount of the New Commitments being made available by each Lender and New Commitments Lender (if any) under Clauses 2.3.1 to 2.3.6 of this Agreement; and 2.3.14.3 2.2.2.5.2.2 the identity of any New Accordion Increase Lender(s) agree(s) to assume the Commitments Lender. 2.3.15 On the date of the New Commitments becoming effective: 2.3.15.1 in the case of a person providing a New Commitment which is already a Lender, its Commitment shall be increased by the an aggregate amount of the New Commitments which it has agreed to provide under Clauses 2.3.1 to 2.3.7 of this Agreement; and 2.3.15.2 in the case of a person providing a New Commitment which is not already a Lender, it shall become a Lender with a Commitment equal to the relevant New Commitments which it has agreed to provide under Clause 2.3.6 of this AgreementAccordion Increase Amount. 2.3.16 The Company may deliver no more than 4 New Commitments Notices to the Agent during the Availability Period for Facility B. 2.3.17 Clause 27.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.3 in relation to a New Commitments Lender as if references in that Clause to: