Common use of Utilisation Clause in Contracts

Utilisation. 4.1 Conditions to Utilisation Save as otherwise provided in this Agreement, an Advance will be made by the Lenders to a Borrower or a Documentary Credit will be issued by an L/C Bank at a Borrower’s (other than the US Borrower’s) request if: (a) in the case of an Advance, the Facility Agent has received from such Borrower a duly completed Utilisation Request in the relevant form, and in the case of a Documentary Credit, both the Facility Agent and the L/C Bank have received from a Borrower (other than the US Borrower) a duly completed Utilisation Request in the relevant form, in each case, no earlier than the day which is 10 Business Days and no later than 2:00 p.m. on the day which is 3 Business Days (or in the case of any Documentary Credit which is not or will not be in the form of Schedule 12 (Form of Documentary Credit), no later than 2:00 p.m. on the day which is 5 Business Days) prior to the proposed Utilisation Date for such Advance or Documentary Credit, receipt of which shall oblige such Borrower to utilise the amount requested on the Utilisation Date stated therein upon the terms and subject to the conditions contained in this Agreement; (b) the proposed Utilisation Date is a Business Day for the proposed currency of the Advance or Documentary Credit, as the case may be, which is or precedes the relevant Termination Date; (c) in the case of a Utilisation by way of Term Facility Advance, such Utilisation would result in the maximum principal amount of the Term Facility Advance being utilised, or in the case of a Utilisation by way of a Revolving Facility Advance, such Utilisation occurs on or after the maximum principal amount of the Term Facility being utilised and, the proposed Sterling Amount of such Revolving Facility Advance is (i) equal to the amount of the Available Revolving Facility Commitment at such time, or (ii) less than such amount but equal to a minimum of £5 million, or an integral multiple of £1 million; (d) in the case of a Utilisation by way of Documentary Credit, the proposed Sterling Amount of such Documentary Credit is (i) equal to the amount of the Available Revolving Facility or (ii) less than such amount but equal to or more than £1 million or such lesser amount as the L/C Bank may agree; (e) in the case of a Utilisation by way of a Revolving Facility Advance, immediately after the making of such Advance there will be no more than 10 Revolving Facility Advances then outstanding; (f) in the case of a Utilisation by way of a Documentary Credit, the proposed Term of the Documentary Credit ends on or before the Termination Date in respect of the Revolving Facility; (g) in the case of a Utilisation by way of a Revolving Facility Advance, the proposed Term of such Advance is a period of 1, 2, 3 or 6 months or such other period of up to 12 months as all the Lenders having a Revolving Facility Commitment may agree prior to submission of the relevant Utilisation Request, and ends on or before the Final Maturity Date in respect of the Revolving Facility provided that, save as the Bookrunners may otherwise agree, prior to the Syndication Date, the Term of each Revolving Facility Advance shall be 1 month (or, if less, such duration as is necessary to ensure that such Term ends on the Syndication Date); (h) in the case of a Utilisation by way of an Advance (other than a Rollover Advance), the interest rate applicable to such Advance’s first Interest Period or Term (as the case may be) will not have to be determined under Clause 15 (Market Disruption and Alternative Interest Rates); (i) in the case of a Utilisation by way of a Documentary Credit which is not substantially in the form set out in Schedule 12 (Form of Documentary Credit), the L/C Bank shall have approved the terms of such Documentary Credit (acting reasonably); and (j) in the case of any Utilisation, on the date of the Utilisation Request, the date of any Conversion Notice and the proposed Utilisation Date: (i) in the case of a Rollover Advance or a Documentary Credit which is being renewed pursuant to Clause 5.2 (Renewal of Documentary Credits), the Facility Agent shall not have received instructions from a Revolving Facility Instructing Group requiring the Facility Agent to refuse such rollover or renewal of a Documentary Credit by reason of an Event of Default having occurred which is continuing or would result from the proposed Rollover Advance or the renewal of that Documentary Credit; or (ii) in the case of any Utilisation other than that referred to in sub-paragraph (i): (A) in the case of the first Utilisation of any Facility, subject to the provisions of Clause 3.5 (Vanilla Certain Funds Period), all representations set out in Clause 21 (Representations and Warranties) made by each of the persons identified as making those representations are true in all material respects by reference to the circumstances then existing and no Default is continuing or would result from the proposed Utilisation; (B) in the case of any Utilisation under the A1 Facility and B1 Facility, subject to the provisions of Clause 3.6 (Baseball Certain Funds Period), the Repeating Representations made by the persons identified as making those representations are true in all material respects by reference to the circumstances then existing and no Default is continuing or would result from the proposed Utilisation; (C) in the case of any Utilisation under the B2 Facility, B3 Facility, B4 Facility, B5 Facility and B6 Facility, the Repeating Representations made by the persons identified as making those representations are true in all material respects by reference to the circumstances then existing and no Default is continuing or would result from the proposed Utilisation; or (D) in the case of any Utilisation under the C Facility, the Repeating Representations made by the persons identified as making those representations are true in all material respects by reference to the circumstances then existing and no Default is continuing or would result from the proposed Utilisation.

Utilisation. 4.1 Conditions to Utilisation Save as otherwise provided in this AgreementOn the Initial Closing Date, the Expenses Loan Provider made an Advance will in the aggregate amount of £45,650,000 (the Initial Advance) to Loan Note Issuer No.1, which shall be made by the Lenders deemed to a Borrower or a Documentary Credit will be issued by an L/C Bank at a Borrower’s (other than the US Borrower’s) request ifthree separate Advances as follows: (a) the first advance being in the case amount of an £35,000,000 for the credit of the Series Cash Reserve Account (the First Advance, the Facility Agent has received from such Borrower a duly completed Utilisation Request in the relevant form, and in the case of a Documentary Credit, both the Facility Agent and the L/C Bank have received from a Borrower (other than the US Borrower) a duly completed Utilisation Request in the relevant form, in each case, no earlier than the day which is 10 Business Days and no later than 2:00 p.m. on the day which is 3 Business Days (or in the case of any Documentary Credit which is not or will not be in the form of Schedule 12 (Form of Documentary Credit), no later than 2:00 p.m. on the day which is 5 Business Days) prior to the proposed Utilisation Date for such Advance or Documentary Credit, receipt of which shall oblige such Borrower to utilise the amount requested on the Utilisation Date stated therein upon the terms and subject to the conditions contained in this Agreement; (b) the second advance being in the amount of £8,750,000 for the credit of the Programme Reserve Account (the Second Advance); and (c) the third advance being in the amount of £1,900,000 for the credit of the Loan Note Issuer No.1 Distribution Account (the Third Advance, and together with the First Advance and the Second Advance, the 2013 Advances). 4.2 Loan Note Issuer No.1 may utilise the Facility on any Closing Date by delivering to the Expenses Loan Provider by no later than the close of business on the Business Day prior to such Closing Date a Utilisation Request. 4.3 Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless: (a) the proposed Utilisation Date is a Business Day for the proposed currency of the Advance or Documentary Credit, as the case may be, which is or precedes the relevant Termination corresponds with a Closing Date; (c) in the case of a Utilisation by way of Term Facility Advance, such Utilisation would result in the maximum principal amount of the Term Facility Advance being utilised, or in the case of a Utilisation by way of a Revolving Facility Advance, such Utilisation occurs on or after the maximum principal amount of the Term Facility being utilised and, the proposed Sterling Amount of such Revolving Facility Advance is (i) equal to the amount of the Available Revolving Facility Commitment at such time, or (ii) less than such amount but equal to a minimum of £5 million, or an integral multiple of £1 million; (d) in the case of a Utilisation by way of Documentary Credit, the proposed Sterling Amount of such Documentary Credit is (i) equal to the amount of the Available Revolving Facility or (ii) less than such amount but equal to or more than £1 million or such lesser amount as the L/C Bank may agree; (e) in the case of a Utilisation by way of a Revolving Facility Advance, immediately after the making of such Advance there will be no more than 10 Revolving Facility Advances then outstanding; (f) in the case of a Utilisation by way of a Documentary Credit, the proposed Term of the Documentary Credit ends on or before the Termination Date in respect of the Revolving Facility; (g) in the case of a Utilisation by way of a Revolving Facility Advance, the proposed Term of such Advance is a period of 1, 2, 3 or 6 months or such other period of up to 12 months as all the Lenders having a Revolving Facility Commitment may agree prior to submission of the relevant Utilisation Request, and ends on or before the Final Maturity Date in respect of the Revolving Facility provided that, save as the Bookrunners may otherwise agree, prior to the Syndication Date, the Term of each Revolving Facility Advance shall be 1 month (or, if less, such duration as is necessary to ensure that such Term ends on the Syndication Date); (h) in the case of a Utilisation by way of an Advance (other than a Rollover Advance), the interest rate applicable to such Advance’s first Interest Period or Term (as the case may be) will not have to be determined under Clause 15 (Market Disruption and Alternative Interest Rates); (i) in the case of a Utilisation by way of a Documentary Credit which is not substantially in the form set out in Schedule 12 (Form of Documentary Credit), the L/C Bank shall have approved the terms of such Documentary Credit (acting reasonably); and (jb) it specifies the amount of each Advance to be made pursuant to the Utilisation Request. 4.4 One or more Advances may be requested in each Utilisation Request. 4.5 Loan Note Issuer No.1 is deemed to repeat the case representations set out in Clause9 (Representations of any Utilisation, Loan Note Issuer No.1 and the Expenses Loan Provider) on the date of each Utilisation Request. 4.6 If the Expenses Loan Provider decides, in its absolute discretion, to make an Advance pursuant to the Utilisation Request, the date Expenses Loan Provider will deliver to Loan Note Issuer No. 1, by no later than the close of business on the Business Day prior to the Closing Date on which such Advance is to be made, a Utilisation Notice specifying the terms on which the Advance will be made including, without limitation, the Applicable Margin in respect of each Advance. A Utilisation Notice may specify the terms of one or more Advances requested pursuant to a Utilisation Request. 4.7 The Expenses Loan Provider may also specify in a Utilisation Notice any Conversion Notice increase which it proposes to make to the Facility Limit. 4.8 By no later than the close of business on the Business Day prior to the Closing Date on which an Advance is to be made, Loan Note Issuer No.1 will deliver a Utilisation Confirmation to the Expenses Loan Provider confirming the terms of each Advance and the proposed Utilisation Date: (i) increase in the case of a Rollover Advance or a Documentary Credit which is being renewed pursuant to Clause 5.2 Facility Limit (Renewal of Documentary Credits), the Facility Agent shall not have received instructions from a Revolving Facility Instructing Group requiring the Facility Agent to refuse such rollover or renewal of a Documentary Credit by reason of an Event of Default having occurred which is continuing or would result from the proposed Rollover Advance or the renewal of that Documentary Credit; or (iiif any) in the case of any Utilisation other than that referred to in sub-paragraph (i): (A) in the case of the first Utilisation of any Facility, subject to the provisions of Clause 3.5 (Vanilla Certain Funds Period), all representations as set out in Clause 21 the Utilisation Notice. 4.9 On the Closing Date on which an Advance is to be made following the receipt of a Utilisation Confirmation and if such Advance is subject to scheduled principal repayments, the Expenses Loan Provider will deliver to Loan Note Issuer No.1 an amortisation schedule in substantially the form of Schedule 2 (Representations and WarrantiesPro-forma Amortisation Schedule) made by attached hereto setting out the Repayment Amounts to be paid in relation to each such Advance as well as clearly specifying the Initial Interest Payment Date in relation to such Advance (the Amortisation Schedule) provided that (a) in respect of the persons identified as making those representations are true Third Advance, the Expenses Loan Provider will deliver to Loan Note Issuer No.1 an amortisation schedule in all material respects by reference to substantially the circumstances then existing and no Default is continuing or would result from form of Schedule 1 (Third Advance Amortisation Schedule) (the proposed Utilisation; Third Advance Amortisation Schedule), (Bb) in respect of the case of any Utilisation under the A1 Facility and B1 Facility, subject to the provisions of Clause 3.6 (Baseball Certain Funds Period)First Advance, the Repeating Representations made by Final Repayment Date shall be the persons identified as making those representations are true Interest Payment Date in all material respects by reference to the circumstances then existing May 2018, and no Default is continuing or would result from the proposed Utilisation; (Cc) in respect of the case of any Utilisation under the B2 Facility, B3 Facility, B4 Facility, B5 Facility and B6 FacilitySecond Advance, the Repeating Representations Final Repayment Date shall be the Interest Payment Date in May 2020. 4.10 Advances made by the persons identified as making those representations are true in all material respects by reference to the circumstances then existing and no Default is continuing or would result from the proposed Utilisation; or (D) in the case of any Utilisation under the C Facility, the Repeating Representations made by the persons identified as making those representations are true in all material respects by reference to the circumstances then existing and no Default is continuing or would result from the proposed Utilisationthis Agreement will not be consolidated.

Utilisation. 4.1 Conditions 3.1 Subject to Utilisation Save as otherwise provided in this Agreementthe provisions of Clauses 3.2 to 3.9 below, simultaneously with the completion of the issue of the First Series on the Initial Closing Date, the Lender will make an Advance will be made to the Issuer for the credit of the Expenses Loan Ledger of the relevant Issuer Distribution Account in accordance with the Issuer's instructions (the "INITIAL ADVANCE"). 3.2 The Issuer may seek to utilise the Facility on any Closing Date by delivering to the Lenders to a Borrower or a Documentary Credit will be issued Lender by an L/C Bank at a Borrower’s (other no later than the US Borrower’s) request ifclose of business on the Business Day prior to such Closing Date, a Utilisation Request. 3.3 Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless: (a) in the case of an Advance, the Facility Agent has received from such Borrower a duly completed Utilisation Request in the relevant form, and in the case of a Documentary Credit, both the Facility Agent and the L/C Bank have received from a Borrower (other than the US Borrower) a duly completed Utilisation Request in the relevant form, in each case, no earlier than the day which is 10 Business Days and no later than 2:00 p.m. on the day which is 3 Business Days (or in the case of any Documentary Credit which is not or will not be in the form of Schedule 12 (Form of Documentary Credit), no later than 2:00 p.m. on the day which is 5 Business Days) prior to the proposed Utilisation Date for such Advance or Documentary Credit, receipt of which shall oblige such Borrower to utilise the amount requested on the Utilisation Date stated therein upon the terms and subject to the conditions contained in this Agreement; (bi) the proposed Utilisation Date is a Business Day for the proposed currency of the Advance or Documentary Credit, as the case may be, which is or precedes the relevant Termination corresponds with a Closing Date; (cii) in the case of a Utilisation by way of Term Facility Advance, such Utilisation would result in the maximum principal amount of the Term Facility Advance being utilised, or in the case of a Utilisation by way of a Revolving Facility Advance, such Utilisation occurs on or after the maximum principal amount of the Term Facility being utilised and, the proposed Sterling Amount of such Revolving Facility Advance is (i) equal to it specifies the amount of the Available Revolving Facility Commitment at such time, or (ii) less than such amount but equal Advance to a minimum of £5 million, or an integral multiple of £1 million; (d) in the case of a Utilisation by way of Documentary Credit, the proposed Sterling Amount of such Documentary Credit is (i) equal be made pursuant to the amount of the Available Revolving Facility or (ii) less than such amount but equal to or more than £1 million or such lesser amount as the L/C Bank may agree; (e) in the case of a Utilisation by way of a Revolving Facility Advance, immediately after the making of such Advance there will be no more than 10 Revolving Facility Advances then outstanding; (f) in the case of a Utilisation by way of a Documentary Credit, the proposed Term of the Documentary Credit ends on or before the Termination Date in respect of the Revolving Facility; (g) in the case of a Utilisation by way of a Revolving Facility Advance, the proposed Term of such Advance is a period of 1, 2, 3 or 6 months or such other period of up to 12 months as all the Lenders having a Revolving Facility Commitment may agree prior to submission of the relevant Utilisation Request, and ends on or before the Final Maturity Date in respect of the Revolving Facility provided that, save as the Bookrunners may otherwise agree, prior to the Syndication Date, the Term of each Revolving Facility Advance shall be 1 month (or, if less, such duration as is necessary to ensure that such Term ends on the Syndication Date); (h) in the case of a Utilisation by way of an Advance (other than a Rollover Advance), the interest rate applicable to such Advance’s first Interest Period or Term (as the case may be) will not have to be determined under Clause 15 (Market Disruption and Alternative Interest Rates); (i) in the case of a Utilisation by way of a Documentary Credit which is not substantially in the form set out in Schedule 12 (Form of Documentary Credit), the L/C Bank shall have approved the terms of such Documentary Credit (acting reasonably); and (jiii) it specifies the relevant Issuer Distribution Account for that Series. 3.4 Only one Advance may be requested in each Utilisation Request. 3.5 The Issuer is deemed to repeat the case of any Utilisation, representations referred to in Clause 1.7 (Representations and Warranties) on the date of each Utilisation Request, each Utilisation Confirmation and each Closing Date. 3.6 If the Lender decides and subject to such conditions precedent as it may request including the receipt of satisfactory legal opinions on the Initial Closing Date, in its absolute discretion, to make an Advance, not including the Initial Advance, pursuant to the Utilisation Request, the date Lender will deliver to the Issuer, by no later than the close of business on the Business Day prior to the Closing Date on which an Advance is to be made, a Utilisation Notice specifying the terms on which the Advance will be made including, without limitation, the Applicable Margin in respect of the Advance. 3.7 The Lender may also specify in a Utilisation Notice any Conversion Notice increase which it proposes to make to the Facility Limit. 3.8 By no later than the close of business on the Business Day prior to the Closing Date on which an Advance is to be made, the Issuer will deliver a Utilisation Confirmation to the Lender confirming the terms of the Advance and the proposed Utilisation Date: (i) increase in the case of a Rollover Advance or a Documentary Credit which is being renewed pursuant to Clause 5.2 Facility Limit (Renewal of Documentary Credits), the Facility Agent shall not have received instructions from a Revolving Facility Instructing Group requiring the Facility Agent to refuse such rollover or renewal of a Documentary Credit by reason of an Event of Default having occurred which is continuing or would result from the proposed Rollover Advance or the renewal of that Documentary Credit; or (iiif any) in the case of any Utilisation other than that referred to in sub-paragraph (i): (A) in the case of the first Utilisation of any Facility, subject to the provisions of Clause 3.5 (Vanilla Certain Funds Period), all representations as set out in Clause 21 the Utilisation Notice. 3.9 On the Closing Date on which an Advance is to be made following the receipt of a Utilisation Confirmation, the Lender will deliver to the Issuer an amortisation schedule in respect of that advance in substantially the form of Schedule 2 (Representations and WarrantiesAmortisation Schedule in relation to the Advance) made by attached hereto setting out the Repayment Amounts to be paid in relation to each such Advance as well as clearly specifying the Initial Interest Payment Date in relation to such Advance (an "AMORTISATION SCHEDULE") PROVIDED, HOWEVER, that in respect of the persons identified as making those representations are true in all material respects by reference Initial Advance, the Lender will deliver to the circumstances then existing and no Default is continuing or would result from Issuer an amortisation schedule in substantially the proposed Utilisation; form of Schedule 1 (BInitial Advance Amortisation Schedule) in (the case of any Utilisation under the A1 Facility and B1 Facility, subject to the provisions of Clause 3.6 (Baseball Certain Funds Period"INITIAL ADVANCE AMORTISATION SCHEDULE"), the Repeating Representations made by the persons identified as making those representations are true in all material respects by reference to the circumstances then existing and no Default is continuing or would result from the proposed Utilisation; (C) in the case of any Utilisation under the B2 Facility, B3 Facility, B4 Facility, B5 Facility and B6 Facility, the Repeating Representations made by the persons identified as making those representations are true in all material respects by reference to the circumstances then existing and no Default is continuing or would result from the proposed Utilisation; or (D) in the case of any Utilisation under the C Facility, the Repeating Representations made by the persons identified as making those representations are true in all material respects by reference to the circumstances then existing and no Default is continuing or would result from the proposed Utilisation.

Utilisation. 4.1 Conditions 3.1 The Loan Note Issuer may seek to Utilisation Save as otherwise provided in this Agreement, an Advance will be made by the Lenders to a Borrower or a Documentary Credit will be issued by an L/C Bank at a Borrower’s (other than the US Borrower’s) request if: (a) in the case of an Advance, utilise the Facility Agent has received from such Borrower on the Closing Date by delivering a duly completed Utilisation Request in to the relevant form, and in the case of a Documentary Credit, both the Facility Agent and the L/C Bank have received from a Borrower (other than the US Borrower) a duly completed Utilisation Request in the relevant form, in each case, no earlier than the day which is 10 Business Days and Lender by no later than 2:00 p.m. noon (London time) on the day which Closing Date. 3.2 Each Utilisation Request is 3 Business Days (or in the case of any Documentary Credit which is not or irrevocable and will not be in the form of Schedule 12 (Form of Documentary Credit), no later than 2:00 p.m. on the day which is 5 Business Days) prior to the proposed Utilisation Date for such Advance or Documentary Credit, receipt of which shall oblige such Borrower to utilise the amount requested on the Utilisation Date stated therein upon the terms and subject to the conditions contained in this Agreement;regarded as having been duly completed unless: (b) 3.2.1 the proposed Utilisation Date is a Business Day for the proposed currency of the Advance or Documentary Credit, as the case may be, which is or precedes the relevant Termination DateDay; (c) in the case of a Utilisation by way of Term Facility Advance, such Utilisation would result in the maximum principal amount of the Term Facility Advance being utilised, or in the case of a Utilisation by way of a Revolving Facility Advance, such Utilisation occurs on or after the maximum principal amount of the Term Facility being utilised and, the proposed Sterling Amount of such Revolving Facility Advance is (i) equal to 3.2.2 it specifies the amount of the Available Revolving Facility Commitment at such time, or (ii) less than such amount but equal Advance to a minimum of £5 million, or an integral multiple of £1 million; (d) in the case of a Utilisation by way of Documentary Credit, the proposed Sterling Amount of such Documentary Credit is (i) equal be made pursuant to the amount of the Available Revolving Facility or (ii) less than such amount but equal to or more than £1 million or such lesser amount as the L/C Bank may agree; (e) in the case of a Utilisation by way of a Revolving Facility Advance, immediately after the making of such Advance there will be no more than 10 Revolving Facility Advances then outstanding; (f) in the case of a Utilisation by way of a Documentary Credit, the proposed Term of the Documentary Credit ends on or before the Termination Date in respect of the Revolving Facility; (g) in the case of a Utilisation by way of a Revolving Facility Advance, the proposed Term of such Advance is a period of 1, 2, 3 or 6 months or such other period of up to 12 months as all the Lenders having a Revolving Facility Commitment may agree prior to submission of the relevant Utilisation Request, and ends on or before the Final Maturity Date in respect of the Revolving Facility provided that, save as the Bookrunners may otherwise agree, prior to the Syndication Date, the Term of each Revolving Facility Advance shall be 1 month (or, if less, such duration as is necessary to ensure that such Term ends on the Syndication Date); (h) in the case of a Utilisation by way of an Advance (other than a Rollover Advance), the interest rate applicable to such Advance’s first Interest Period or Term (as the case may be) will not have to be determined under Clause 15 (Market Disruption and Alternative Interest Rates); (i) in the case of a Utilisation by way of a Documentary Credit which is not substantially in the form set out in Schedule 12 (Form of Documentary Credit), the L/C Bank shall have approved the terms of such Documentary Credit (acting reasonably); and (j) in 3.2.3 it specifies the case of any Utilisation, on the date relevant Series Spread Ledger of the Spread Account for that Series. 3.3 Only one Advance may be requested in each Utilisation Request, . 3.4 The Loan Note Issuer is deemed to repeat the date of any Conversion Notice and the proposed Utilisation Date: (i) in the case of a Rollover Advance or a Documentary Credit which is being renewed pursuant to Clause 5.2 (Renewal of Documentary Credits), the Facility Agent shall not have received instructions from a Revolving Facility Instructing Group requiring the Facility Agent to refuse such rollover or renewal of a Documentary Credit by reason of an Event of Default having occurred which is continuing or would result from the proposed Rollover Advance or the renewal of that Documentary Credit; or (ii) in the case of any Utilisation other than that representations referred to in sub-paragraph (i): (A) in the case of the first Utilisation of any Facility, subject to the provisions of Clause 3.5 (Vanilla Certain Funds Period), all representations set out in Clause 21 1.7 (Representations and Warranties) on the date of each Utilisation Request, each Utilisation Confirmation and each Closing Date on which it receives an Advance in accordance with this Agreement. 3.5 If the Lender decides, in its absolute discretion and subject to satisfactory receipt of such conditions precedent as it may request (which may include, for the avoidance of doubt, legal opinions), to make an Advance pursuant to a Utilisation Request, the Lender will deliver to the Loan Note Issuer, by no later than noon (London time) on the Closing Date on which the Advance is to be made, a Utilisation Notice specifying the terms on which the Advance will be made by each including, without limitation, the Applicable Margin in respect of the persons identified as making those representations are true in all material respects by reference Advance. 3.6 By no later than noon (London time) on the Closing Date on which the Advance is to be made, the Loan Note Issuer will deliver a Utilisation Confirmation to the circumstances then existing and no Default is continuing or would result from Lender confirming the proposed Utilisation; (B) terms of the Advance as set out in the case of any Utilisation under the A1 Facility and B1 Facility, subject Notice. 3.7 On or prior to the provisions Closing Date on which the Advance is to be made following the receipt of Clause 3.6 (Baseball Certain Funds Period)a Utilisation Confirmation, the Repeating Representations made by the persons identified as making those representations are true in all material respects by reference Lender will deliver to the circumstances then existing and no Default is continuing or would result from Loan Note Issuer an amortisation schedule in respect of the proposed Utilisation; Advance in substantially the form of Schedule 2 (CAmortisation Schedule) attached hereto setting out the Repayment Amounts to be paid in the case of any Utilisation under the B2 Facility, B3 Facility, B4 Facility, B5 Facility and B6 Facility, the Repeating Representations made by the persons identified as making those representations are true in all material respects by reference relation to the circumstances then existing and no Default is continuing or would result from Advance as well as clearly specifying the proposed Utilisation; or (D) Initial Interest Payment Date in the case of any Utilisation under the C Facility, the Repeating Representations made by the persons identified as making those representations are true in all material respects by reference relation to the circumstances then existing and no Default is continuing or would result from Advance (the proposed Utilisation"Amortisation Schedule").

Utilisation. 4.1 Conditions to 3.1 A Utilisation Save as otherwise provided in this Agreement, an Advance will Request hereunder may not be made delivered by the Lenders Borrower unless the Lender has received all of the documents and other evidence listed in Schedule 3 (Conditions Precedent To Initial Utilisation) in form and substance satisfactory to the Lender. The Lender must notify the Borrower promptly upon being so satisfied. 3.2 The Borrower may utilise the Facility by delivery to the Lender of a Borrower or a Documentary Credit will be issued by an L/C Bank at a Borrower’s (other than the US Borrower’s) request ifduly completed Utilisation Request no later than: (aA) in the case of an AdvanceLoans not exceeding £500,000,000, the Facility Agent has received from such Borrower a duly completed Utilisation Request in the relevant form, and in the case of a Documentary Credit, both the Facility Agent and the L/C Bank have received from a Borrower (other than the US Borrower) a duly completed Utilisation Request in the relevant form, in each case, no earlier than the day which is 10 11.00a.m. five Business Days and no later than 2:00 p.m. on the day which is 3 Business Days (or in the case of any Documentary Credit which is not or will not be in the form of Schedule 12 (Form of Documentary Credit), no later than 2:00 p.m. on the day which is 5 Business Days) prior to the proposed Utilisation Date for Date; and (B) in the case of Loans equal to or exceeding £500,000,000, 11.00a.m. ten Business Days prior to the proposed Utilisation Date, or such Advance other time as the Borrower and the Lender may agree. 3.3 The amount of the proposed Loan must be an amount which is not more than the Available Commitment and: (A) not less than £100,000,000 or, if less, equal to the Available Commitment; and (B) not more than £2,000,000,000, or Documentary Creditsuch other greater amount agreed by the Lender. 3.4 If the conditions set out in this Agreement have been met, receipt of which shall oblige such the Lender must make the Loan available to the Borrower to utilise the amount requested on the Utilisation Date stated therein upon the terms Date. 3.5 Each Utilisation Request is irrevocable and subject to the conditions contained in this Agreement;will not be regarded as having been duly completed unless: (bA) the proposed Utilisation Date is a Business Day for within the proposed currency of the Advance or Documentary Credit, as the case may be, which is or precedes the relevant Termination Date; (c) in the case of a Utilisation by way of Term Facility Advance, such Utilisation would result in the maximum principal amount of the Term Facility Advance being utilised, or in the case of a Utilisation by way of a Revolving Facility Advance, such Utilisation occurs on or after the maximum principal amount of the Term Facility being utilised and, the proposed Sterling Amount of such Revolving Facility Advance is (i) equal to the amount of the Available Revolving Facility Commitment at such time, or (ii) less than such amount but equal to a minimum of £5 million, or an integral multiple of £1 million; (d) in the case of a Utilisation by way of Documentary Credit, the proposed Sterling Amount of such Documentary Credit is (i) equal to the amount of the Available Revolving Facility or (ii) less than such amount but equal to or more than £1 million or such lesser amount as the L/C Bank may agree; (e) in the case of a Utilisation by way of a Revolving Facility Advance, immediately after the making of such Advance there will be no more than 10 Revolving Facility Advances then outstanding; (f) in the case of a Utilisation by way of a Documentary Credit, the proposed Term of the Documentary Credit ends on or before the Termination Date in respect of the Revolving Facility; (g) in the case of a Utilisation by way of a Revolving Facility Advance, the proposed Term of such Advance is a period of 1, 2, 3 or 6 months or such other period of up to 12 months as all the Lenders having a Revolving Facility Commitment may agree prior to submission of the relevant Utilisation Request, and ends on or before the Final Maturity Date in respect of the Revolving Facility provided that, save as the Bookrunners may otherwise agree, prior to the Syndication Date, the Term of each Revolving Facility Advance shall be 1 month (or, if less, such duration as is necessary to ensure that such Term ends on the Syndication Date); (h) in the case of a Utilisation by way of an Advance (other than a Rollover Advance), the interest rate applicable to such Advance’s first Interest Period or Term (as the case may be) will not have to be determined under Clause 15 (Market Disruption and Alternative Interest Rates); (i) in the case of a Utilisation by way of a Documentary Credit which is not substantially in the form set out in Schedule 12 (Form of Documentary Credit), the L/C Bank shall have approved the terms of such Documentary Credit (acting reasonably); and (j) in the case of any Utilisation, on the date of the Utilisation Request, the date of any Conversion Notice and the proposed Utilisation Date: (i) in the case of a Rollover Advance or a Documentary Credit which is being renewed pursuant to Clause 5.2 (Renewal of Documentary Credits), the Facility Agent shall not have received instructions from a Revolving Facility Instructing Group requiring the Facility Agent to refuse such rollover or renewal of a Documentary Credit by reason of an Event of Default having occurred which is continuing or would result from the proposed Rollover Advance or the renewal of that Documentary Credit; or (ii) in the case of any Utilisation other than that referred to in sub-paragraph (i): (A) in the case of the first Utilisation of any Facility, subject to the provisions of Clause 3.5 (Vanilla Certain Funds Availability Period), all representations set out in Clause 21 (Representations and Warranties) made by each of the persons identified as making those representations are true in all material respects by reference to the circumstances then existing and no Default is continuing or would result from the proposed Utilisation; (B) in the case amount of any the Utilisation under the A1 Facility and B1 Facility, subject to the provisions of complies with Clause 3.6 (Baseball Certain Funds Period), the Repeating Representations made by the persons identified as making those representations are true in all material respects by reference to the circumstances then existing and no Default is continuing or would result from the proposed Utilisation;3.3; and (C) the proposed Repayment Date is (i) not earlier than the date falling 12 months after the Utilisation Date for the relevant Loan (ii) not later than the date falling 10 years after the Utilisation Date for the relevant Loan and (iii) not later than the Termination Date. 3.6 Only one Loan may be requested in each Utilisation Request. The aggregate amount of Loans drawn on the case of any Utilisation under the B2 Facilitysame day must not be more than £2,000,000,000, B3 Facility, B4 Facility, B5 Facility and B6 Facility, the Repeating Representations made or such other amount agreed by the persons identified as making those representations are true in all material respects by reference to the circumstances then existing and no Default is continuing or would result from the proposed Utilisation; or (D) in the case of any Utilisation under the C Facility, the Repeating Representations made by the persons identified as making those representations are true in all material respects by reference to the circumstances then existing and no Default is continuing or would result from the proposed UtilisationLender.

Utilisation. 4.1 Conditions 3.1 During the Availability Period, the Borrower may make drawing under the Loans only upon having submitted to the Lender a properly executed utilisation request (“Utilisation Save Request”) in such form as otherwise provided set out in this AgreementSchedule III hereto. Upon receipt of each Utilisation Request, an Advance will be made the Lender shall remit the proceeds from the drawing requested therein into a bank account designated by the Lenders to a Borrower or a Documentary Credit on the proposed utilisation date (as specified in the Utilisation Request) in accordance with the provisions hereof. The date when said proceeds have been received into the bank account designated by the Borrower shall be the actual utilisation date (“Actual Utilisation Date”). 3.2 Each Utilisation Request will not be issued by an L/C Bank at a Borrower’s (other than the US Borrower’s) request ifregarded as having been duly completed and submitted unless: (a) in all Conditions Precedent have been satisfied at the case time of an Advance, submission of the Facility Agent has received from such Borrower a duly completed Utilisation Request; ​ (b) the Utilisation Request in shall be submitted to the relevant form, and in the case of a Documentary Credit, both the Facility Agent and the L/C Bank have received from a Borrower (other than the US Borrower) a duly completed Utilisation Request in the relevant form, in each case, no earlier than the day which is 10 Business Days and Lender no later than 2:00 p.m. 10:00 a.m. on the day which is 3 a Business Day at least five (5) Business Days (or in such shorter period as may be agreed by the case of any Documentary Credit which is not or will not be in the form of Schedule 12 (Form of Documentary Credit), no later than 2:00 p.m. on the day which is 5 Business DaysLender) prior to the proposed Utilisation Date for such Advance or Documentary Credit, receipt of which shall oblige such Borrower to utilise the amount requested on the Utilisation Date stated therein upon the terms and subject to the conditions contained in this Agreementutilisation date; (bc) the proposed Utilisation Date utilisation date is a Business Day for within the Availability Period; (d) only one Loan may be requested in each Utilisation Request; (e) the Utilisation Request identifies the Facility to be utilised; (f) the amount of the proposed currency of the Advance drawing shall not exceed Facility A or Documentary CreditFacility B, as the case may be, which is or precedes the relevant Termination Date; (c) in the case of a Utilisation by way of Term Facility Advance, such Utilisation would result in the maximum principal amount of the Term Facility Advance being utilised, or in the case of a Utilisation by way of a Revolving Facility Advance, such Utilisation occurs on or after the maximum principal amount of the Term Facility being utilised and, the proposed Sterling Amount of such Revolving Facility Advance is (i) equal to the amount of the Available Revolving Facility Commitment at such time, or (ii) less than such amount but equal to a minimum of £5 million, or an integral multiple of £1 million; (d) in the case of a Utilisation by way of Documentary Credit, the proposed Sterling Amount of such Documentary Credit is (i) equal to the amount of the Available Revolving Facility or (ii) less than such amount but equal to or more than £1 million or such lesser amount as the L/C Bank may agree; (e) in the case of a Utilisation by way of a Revolving Facility Advance, immediately after the making of such Advance there will be no more than 10 Revolving Facility Advances then outstanding; (f) in the case of a Utilisation by way of a Documentary Credit, the proposed Term of the Documentary Credit ends on or before the Termination Date in respect of the Revolving Facility; (g) the account specified in the case Utilisation Request for the receipt of a Utilisation by way of a Revolving Facility Advance, the proceeds from the proposed Term drawing complies with the provisions of such Advance is a period of 1, 2, 3 or 6 months or such other period of up to 12 months as all the Lenders having a Revolving Facility Commitment may agree prior to submission of the relevant Utilisation Request, and ends on or before the Final Maturity Date in respect of the Revolving Facility provided that, save as the Bookrunners may otherwise agree, prior to the Syndication Date, the Term of each Revolving Facility Advance shall be 1 month clause 12.1 (or, if less, such duration as is necessary to ensure that such Term ends on the Syndication Datedrawing account); (h) the curreny specified in the case of a Utilisation by way of an Advance (other than a Rollover Advance), the interest rate applicable to such Advance’s first Interest Period or Term (as the case may be) will not have to Request shall be determined under Clause 15 (Market Disruption and Alternative Interest Rates);RMB; and (i) all blanks contained in the case of a Utilisation Request have been properly filled out. 3.3 Unless otherwise agreed by way of a Documentary Credit which is not substantially in the form set out in Schedule 12 (Form of Documentary Credit)Lender, the L/C Bank shall have approved Borrower may submit only one Utilisation Request for the terms utilisation of such Documentary Credit (acting reasonably); and (j) in Facility A and only one Utilisation Request for the case utilisation of any Utilisation, on the date of the Utilisation Request, the date of any Conversion Notice and the proposed Utilisation Date: (i) in the case of a Rollover Advance or a Documentary Credit which is being renewed pursuant to Clause 5.2 (Renewal of Documentary Credits), the Facility Agent shall not have received instructions from a Revolving Facility Instructing Group requiring the Facility Agent to refuse such rollover or renewal of a Documentary Credit by reason of an Event of Default having occurred which is continuing or would result from the proposed Rollover Advance or the renewal of that Documentary Credit; or (ii) in the case of any Utilisation other than that referred to in sub-paragraph (i): (A) in the case of the first Utilisation of any Facility, subject to the provisions of Clause 3.5 (Vanilla Certain Funds Period), all representations set out in Clause 21 (Representations and Warranties) made by each of the persons identified as making those representations are true in all material respects by reference to the circumstances then existing and no Default is continuing or would result from the proposed Utilisation; (B) in the case of any Utilisation under the A1 Facility and B1 Facility, subject to the provisions of Clause 3.6 (Baseball Certain Funds Period), the Repeating Representations made by the persons identified as making those representations are true in all material respects by reference to the circumstances then existing and no Default is continuing or would result from the proposed Utilisation; (C) in the case of any Utilisation under the B2 Facility, B3 Facility, B4 Facility, B5 Facility and B6 Facility, the Repeating Representations made by the persons identified as making those representations are true in all material respects by reference to the circumstances then existing and no Default is continuing or would result from the proposed Utilisation; or (D) in the case of any Utilisation under the C Facility, the Repeating Representations made by the persons identified as making those representations are true in all material respects by reference to the circumstances then existing and no Default is continuing or would result from the proposed Utilisation.B.

Utilisation. 4.1 Conditions 3.1 Subject to Utilisation Save as otherwise provided in this Agreementthe provisions of Clauses 3.2 to 3.9 below, simultaneously with the completion of the issue of the First Series on the Initial Closing Date, the Lender will make an Advance will be made to the Issuer for the credit of the Issuer Distribution Account in the amount of [POUND] [*] (the "INITIAL ADVANCE"). 3.2 The Issuer may seek to utilise the Facility on any Closing Date by delivering to the Lenders to a Borrower or a Documentary Credit will be issued Lender by an L/C Bank at a Borrower’s (other no later than the US Borrower’s) request ifclose of business on the Business Day prior to such Closing Date a Utilisation Request. 3.3 Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless: (a) in the case of an Advance, the Facility Agent has received from such Borrower a duly completed Utilisation Request in the relevant form, and in the case of a Documentary Credit, both the Facility Agent and the L/C Bank have received from a Borrower (other than the US Borrower) a duly completed Utilisation Request in the relevant form, in each case, no earlier than the day which is 10 Business Days and no later than 2:00 p.m. on the day which is 3 Business Days (or in the case of any Documentary Credit which is not or will not be in the form of Schedule 12 (Form of Documentary Credit), no later than 2:00 p.m. on the day which is 5 Business Days) prior to the proposed Utilisation Date for such Advance or Documentary Credit, receipt of which shall oblige such Borrower to utilise the amount requested on the Utilisation Date stated therein upon the terms and subject to the conditions contained in this Agreement; (bi) the proposed Utilisation Date is a Business Day for the proposed currency of the Advance or Documentary Credit, as the case may be, which is or precedes the relevant Termination corresponds with a Closing Date;; and (cii) in the case of a Utilisation by way of Term Facility Advance, such Utilisation would result in the maximum principal amount of the Term Facility Advance being utilised, or in the case of a Utilisation by way of a Revolving Facility Advance, such Utilisation occurs on or after the maximum principal amount of the Term Facility being utilised and, the proposed Sterling Amount of such Revolving Facility Advance is (i) equal to it specifies the amount of the Available Revolving Facility Commitment at such time, or (ii) less than such amount but equal Advance to a minimum of £5 million, or an integral multiple of £1 million; (d) in the case of a Utilisation by way of Documentary Credit, the proposed Sterling Amount of such Documentary Credit is (i) equal be made pursuant to the amount of the Available Revolving Facility or (ii) less than such amount but equal to or more than £1 million or such lesser amount as the L/C Bank may agree; (e) in the case of a Utilisation by way of a Revolving Facility Advance, immediately after the making of such Advance there will be no more than 10 Revolving Facility Advances then outstanding; (f) in the case of a Utilisation by way of a Documentary Credit, the proposed Term of the Documentary Credit ends on or before the Termination Date in respect of the Revolving Facility; (g) in the case of a Utilisation by way of a Revolving Facility Advance, the proposed Term of such Advance is a period of 1, 2, 3 or 6 months or such other period of up to 12 months as all the Lenders having a Revolving Facility Commitment may agree prior to submission of the relevant Utilisation Request, . 3.4 Only one Advance may be requested in each Utilisation Request. 3.5 The Issuer is deemed to repeat the representations referred to in Clause 1.7 (Representations and ends on or before the Final Maturity Date in respect of the Revolving Facility provided that, save as the Bookrunners may otherwise agree, prior to the Syndication Date, the Term of each Revolving Facility Advance shall be 1 month (or, if less, such duration as is necessary to ensure that such Term ends on the Syndication Date); (hWarranties) in the case of a Utilisation by way of an Advance (other than a Rollover Advance), the interest rate applicable to such Advance’s first Interest Period or Term (as the case may be) will not have to be determined under Clause 15 (Market Disruption and Alternative Interest Rates); (i) in the case of a Utilisation by way of a Documentary Credit which is not substantially in the form set out in Schedule 12 (Form of Documentary Credit), the L/C Bank shall have approved the terms of such Documentary Credit (acting reasonably); and (j) in the case of any Utilisation, on the date of each Utilisation Request, each Utilisation Confirmation and each Closing Date. 3.6 If the Lender decides and subject to such conditions precedent as it may request, in its absolute discretion, to make an Advance, not including the Initial Advance, pursuant to the Utilisation Request, the date Lender will deliver to the Issuer, by no later than the close of business on the Business Day prior to the Closing Date on which an Advance is to be made, a Utilisation Notice specifying the terms on which the Advance will be made including, without limitation, the Applicable Margin in respect of the Advance. 3.7 The Lender may also specify in a Utilisation Notice any Conversion Notice increase which it proposes to make to the Facility Limit. 3.8 By no later than the close of business on the Business Day prior to the Closing Date on which an Advance is to be made, the Issuer will deliver a Utilisation Confirmation to the Lender confirming the terms of the Advance and the proposed Utilisation Date: (i) increase in the case of a Rollover Advance or a Documentary Credit which is being renewed pursuant to Clause 5.2 Facility Limit (Renewal of Documentary Credits), the Facility Agent shall not have received instructions from a Revolving Facility Instructing Group requiring the Facility Agent to refuse such rollover or renewal of a Documentary Credit by reason of an Event of Default having occurred which is continuing or would result from the proposed Rollover Advance or the renewal of that Documentary Credit; or (iiif any) in the case of any Utilisation other than that referred to in sub-paragraph (i): (A) in the case of the first Utilisation of any Facility, subject to the provisions of Clause 3.5 (Vanilla Certain Funds Period), all representations as set out in Clause 21 the Utilisation Notice. 3.9 On the Closing Date on which an Advance is to be made following the receipt of a Utilisation Confirmation, the Lender will deliver to the Issuer an amortisation schedule in respect of that advance in substantially the form of Schedule 2 (Representations and WarrantiesAmortisation Schedule) made by attached hereto setting out the Repayment Amounts to be paid in relation to each such Advance as well as clearly specifying the Initial Interest Payment Date in relation to such Advance (an "AMORTISATION SCHEDULE") PROVIDED, HOWEVER, that in respect of the persons identified as making those representations are true in all material respects by reference Initial Advance, the Lender will deliver to the circumstances then existing and no Default is continuing or would result from Issuer an amortisation schedule in substantially the proposed Utilisation; form of Schedule 1 (BInitial Advance Amortisation Schedule) in (the case of any Utilisation under the A1 Facility and B1 Facility, subject to the provisions of Clause 3.6 (Baseball Certain Funds Period"INITIAL ADVANCE AMORTISATION SCHEDULE"), the Repeating Representations made by the persons identified as making those representations are true in all material respects by reference to the circumstances then existing and no Default is continuing or would result from the proposed Utilisation; (C) in the case of any Utilisation under the B2 Facility, B3 Facility, B4 Facility, B5 Facility and B6 Facility, the Repeating Representations made by the persons identified as making those representations are true in all material respects by reference to the circumstances then existing and no Default is continuing or would result from the proposed Utilisation; or (D) in the case of any Utilisation under the C Facility, the Repeating Representations made by the persons identified as making those representations are true in all material respects by reference to the circumstances then existing and no Default is continuing or would result from the proposed Utilisation.