Common use of Additional Increase Clause in Contracts

Additional Increase. (a) The Company may by notice to the Agent of no less than 15 Business Days (or such shorter period as agreed with the Agent), request on not more than four occasions from time to time that the Total Commitments be increased (and the Total Commitments shall be increased) (an “Additional Increase”) in an aggregate amount in the Base Currency not exceeding (when aggregated with each other such Additional Increase previously effected) USD 20,000,000, provided that: (i) the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities (each an “Additional Increase Lender”) selected by the Company, each of which: (A) shall not be an Investor Affiliate (unless approved by the Majority Lenders) or a member of the Group; (B) the Agent is satisfied that it has complied with all necessary “know your customer” or similar checks under all applicable laws and regulations; and (C) 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; (ii) each of the Obligors and any Additional Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Additional Increase Lender would have assumed and/or acquired had the Additional Increase Lender been an Original Lender; (iii) each Additional Increase Lender shall become a Party as a “Lender” and any Additional 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 Additional Increase Lender been an Original Lender; (iv) the Commitments of the other Lenders shall continue in full force and effect; (v) no Default is continuing or would result from such Additional Increase; and (vi) any increase in the Total Commitments 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. (b) An increase in the Total Commitments under this Clause 2.3 will only be effective on: (i) the execution by the Agent of an Additional Increase Confirmation from the relevant Additional Increase Lender; and (ii) in relation to an Additional Increase Lender which is not a Lender immediately prior to the relevant increase: (A) the Additional Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (B) 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 increased Commitments by that Additional Increase Lender, the completion of which the Agent shall promptly notify to the Company and the Additional Increase Lender. (c) Each Additional Increase Lender, by executing the Additional Increase Confirmation, 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. (d) Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Company shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £3,000 and the Company shall within three (3) Business Days of demand pay the Agent and the Security Agent the amount of all reasonable and documented 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 2.3. (e) The Company may pay to the Additional Increase Lender a fee in the amount and at the times agreed between the Company and the Additional Increase Lender in a Fee Letter. (f) Clause 27.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.3 in relation to an Additional 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 “Additional Increase Lender”; and (iii) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

Additional Increase. (a) The Company may Holdco may, by notice delivery of an Additional Increase Notice to the Agent of no less than 15 Business Days (or such shorter period as agreed with the Agent), request on not more than four occasions from time to time that the Total Commitments be increased (and the Total Commitments shall be so increased) as described in, and in accordance with, this Clause 2.3. (b) Each increase in Total Commitments requested by Holdco pursuant to an “Additional Increase”) in an aggregate amount in the Base Currency not exceeding (when aggregated with each other such Additional Increase previously effected) USD 20,000,000, provided thatNotice is subject to the following conditions: (i) the increased Commitments will be assumed by one or more Lenders or other banks, banks or financial institutions, trusts, funds or other entities institutions (each an “Additional Increase Lender”) selected by the Company, Xxxxxx and each of which: (A) shall not be an Investor Affiliate (unless approved by the Majority Lenders) or a member of the Group; (B) the Agent is satisfied that it has complied with all necessary “know your customer” or similar checks under all applicable laws and regulations; and (C) 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;Lender (for the avoidance of doubt, no Party shall be obliged to assume the obligations of a Lender pursuant to this Clause 2.3 without the prior consent of that Party); ​ (ii) each of the Obligors and any Additional Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and Agent receives the Additional Increase Lender would have assumed and/or acquired had Notice by no later than the Additional Increase Lender been an Original Lenderdate falling 12 months from the date of this Agreement; (iii) the amount of each Additional Increase Lender shall become a Party as a “Lender” and any Additional Increase Lender and each increase of the Commitments under this Clause 2.3 shall: (A) be for a minimum amount of NGN 4,400,000,000; and (B) not at any time exceed an amount that would result in the Total Commitments exceeding NGN 55,000,000,000 (or any 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 amount agreed to by the Additional Increase Lender been an Original LenderAgent acting on the instruction of all Lenders); (iv) the Commitments of the other Lenders shall continue in full force and effectHoldco may not deliver more than five Additional Increase Notices under this Clause 2.3 (Additional Increase); (v) no amendment shall be made to the Termination Date; (vi) no Default is continuing or would result from such the proposed increase in the Commitments, in each case on the date of the Additional IncreaseIncrease Notice or on the Additional Increase Date; and (vivii) any increase in the Total Commitments 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. (b) An increase in the Total Commitments under this Clause 2.3 will only be effective onrespect of each Additional Increase Lender: (iA) the execution by the Agent of an has received and executed a duly completed Additional Increase Confirmation from the relevant Additional Increase Lender; and (iiB) in relation to an Additional Increase Lender which is not a Lender immediately prior to the relevant increase: (A) the Additional Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (B) increase 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 increased Commitments by that Additional Increase Lender, the completion of which the Agent shall promptly notify to the Company Holdco and the Additional Increase Lender. (c) Each increase in the Total Commitments and the assumption of the additional Commitments by the Additional Increase Lenders will take effect on the date (the “Additional Increase Date”) which is the later of: (i) the date specified by Holdco in the relevant Additional Increase Notice; or (ii) the date on which all of the conditions set out in paragraph (b) above in respect of such increase are satisfied. (d) On and from the Additional Increase Date: (i) the Total Commitments will be increased by the Additional Increase Amount; (ii) each Additional Increase Lender will assume all the obligations of a Lender in respect of the additional Commitments specified in the Additional Increase Confirmation of that Additional Increase Lender; (iii) each Obligor and any Additional Increase Lender which is not a Lender immediately prior to the Additional Increase Date shall assume obligations towards one another and/or acquire rights against one another as each Obligor and the Additional Increase Lender would have assumed and/or acquired had the Additional Increase Lender been an Original Lender; (iv) each Additional Increase Lender which is not a Lender immediately prior to the Additional Increase Date shall become a Party as a “Lender” and any such Additional Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Additional Increase Lender and those Finance Parties would have assumed and/or acquired had the Additional Increase Lender been an Original Lender; and (v) the Commitments of the other Lenders shall continue in full force and effect. (e) Each Additional Increase Lender, by executing the Additional Increase Confirmation, 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. (df) Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Company The Additional Increase Lender shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £3,000 in an amount equal to the fee which would be payable under Clause ‎25.4 (Assignment or transfer fee) if the increase was a transfer pursuant to Clause ‎25.6 (Procedure for transfers) and if the Company Additional Increase Lender was a New Lender. (g) Holdco shall within three (3) Business Days of promptly on demand pay the Agent and the Security Agent the amount of all reasonable and documented 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 it in connection with any increase in Commitments under this Clause 2.3. (eh) The Company Holdco may pay (or procure the payment) to the Additional Increase Lender a fee in the amount and at the times agreed between the Company Holdco and the Additional Increase Lender in a letter between Holdco and the Additional Increase Lender setting out that fee. A reference in this Agreement to a Fee LetterLetter shall include any letter referred to in this paragraph (h). (fi) No Lender shall be under any obligation to execute any Additional Increase Confirmation. (j) Clause 27.4 25.5 (Limitation of responsibility Responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.3 in relation to an Additional 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 “Additional Increase Lender”; and (iii) a “re-transfer” transfer and “re-assignment” assignment were references to respectively a “transfer” transfer and “assignment”.

Additional Increase. (a) The Company may Holdco may, by notice delivery of an Additional Increase Notice to the Agent of no less than 15 Business Days (or such shorter period as agreed with the Agent), request on not more than four occasions from time to time that the Total Commitments be increased (and the Total Commitments shall be so increased) as described in, and in accordance with, this Clause 2.3. (b) Each increase in Total Commitments requested by Holdco pursuant to an “Additional Increase”) in an aggregate amount in the Base Currency not exceeding (when aggregated with each other such Additional Increase previously effected) USD 20,000,000, provided thatNotice is subject to the following conditions: (i) the increased Commitments will be assumed by one or more Lenders or other banks, banks or financial institutions, trusts, funds or other entities institutions (each an “Additional Increase Lender”) selected by the Company, Xxxxxx and each of which: (A) shall not be an Investor Affiliate (unless approved by the Majority Lenders) or a member of the Group; (B) the Agent is satisfied that it has complied with all necessary “know your customer” or similar checks under all applicable laws and regulations; and (C) 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;Lender (for the avoidance of doubt, no Party shall be obliged to assume the obligations of a Lender pursuant to this Clause 2.3 without the prior consent of that Party); ​ ​ (ii) each of the Obligors and any Additional Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and Agent receives the Additional Increase Lender would have assumed and/or acquired had Notice by no later than the Additional Increase Lender been an Original Lenderdate falling three Business Days prior to the date falling 12 months from the date of this Agreement; (iii) the amount of each Additional Increase Lender shall become a Party as a “Lender” and any Additional Increase Lender and each increase of the Commitments under this Clause 2.3 shall: (A) be for a minimum amount of NGN 4,400,000,000; and (B) not at any time exceed an amount that would result in the Total Commitments exceeding NGN 165,000,000,000 (or any 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 amount agreed to by the Additional Increase Lender been an Original LenderAgent acting on the instruction of all Lenders); (iv) the Commitments of the other Lenders shall continue in full force and effectHoldco may not deliver more than five Additional Increase Notices under this Clause 2.3 (Additional Increase); (v) no amendment shall be made to the Termination Date; (vi) no Default is continuing or would result from such the proposed increase in the Commitments, in each case on the date of the Additional IncreaseIncrease Notice or on the Additional Increase Date; and (vivii) any increase in the Total Commitments 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. (b) An increase in the Total Commitments under this Clause 2.3 will only be effective onrespect of each Additional Increase Lender: (iA) the execution by the Agent of an has received and executed a duly completed Additional Increase Confirmation from the relevant Additional Increase Lender; and (iiB) in relation to an Additional Increase Lender which is not a Lender immediately prior to the relevant increase: (A) the Additional Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (B) increase 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 increased Commitments by that Additional Increase Lender, the completion of which the Agent shall promptly notify to the Company Holdco and the Additional Increase Lender. (c) Each increase in the Total Commitments and the assumption of the additional Commitments by the Additional Increase Lenders will take effect on the date (the “Additional Increase Date”) which is the later of: (i) the date specified by Holdco in the relevant Additional Increase Notice; or (ii) the date on which all of the conditions set out in paragraph (b) above in respect of such increase are satisfied. (d) On and from the Additional Increase Date: (i) the Total Commitments will be increased by the Additional Increase Amount; (ii) each Additional Increase Lender will assume all the obligations of a Lender in respect of the additional Commitments specified in the Additional Increase Confirmation of that Additional Increase Lender; (iii) each Obligor and any Additional Increase Lender which is not a Lender immediately prior to the Additional Increase Date shall assume obligations towards one another and/or acquire rights against one another as each Obligor and the Additional Increase Lender would have assumed and/or acquired had the Additional Increase Lender been an Original Lender; (iv) each Additional Increase Lender which is not a Lender immediately prior to the Additional Increase Date shall become a Party as a “Lender” and any such ​ ​ Additional Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Additional Increase Lender and those Finance Parties would have assumed and/or acquired had the Additional Increase Lender been an Original Lender; and (v) the Commitments of the other Lenders shall continue in full force and effect. (e) Each Additional Increase Lender, by executing the Additional Increase Confirmation, 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. (df) Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Company The Additional Increase Lender shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £3,000 in an amount equal to the fee which would be payable under Clause ‎25.4 (Assignment or transfer fee) if the increase was a transfer pursuant to Clause ‎25.6 (Procedure for transfers) and if the Company Additional Increase Lender was a New Lender. (g) Holdco shall within three (3) Business Days of promptly on demand pay the Agent and the Security Agent the amount of all reasonable and documented 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 it in connection with any increase in Commitments under this Clause 2.3. (eh) The Company Holdco may pay (or procure the payment) to the Additional Increase Lender a fee in the amount and at the times agreed between the Company Holdco and the Additional Increase Lender in a letter between Holdco and the Additional Increase Lender setting out that fee. A reference in this Agreement to a Fee LetterLetter shall include any letter referred to in this paragraph (h). (fi) No Lender shall be under any obligation to execute any Additional Increase Confirmation. (j) Clause 27.4 25.5 (Limitation of responsibility Responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.3 in relation to an Additional 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 “Additional Increase Lender”; and (iii) a “re-transfer” transfer and “re-assignment” assignment were references to respectively a “transfer” transfer and “assignment”.