Common use of The Facilities Clause in Contracts

The Facilities. The Lenders grant (or in the case of paragraph (i) below, following delivery of a notice by the Company and upon their accession to this Agreement in accordance with Clause 2.7 (Alternative Bridge Facility Refinancing) below, the C Facility Lenders grant) upon the terms and subject to the conditions of this Agreement: (a) to the UK Borrowers, (i) a term loan facility in a maximum amount of £3,350,000,000 (the “A Facility”) which shall be available in Sterling in two drawings; provided that the amount of the A Facility on the Roll Effective Date shall be reduced by the amount of the A2 Facility on such date as provided in Clause 2.3 (Roll Effective Date); and (ii) on and from the Roll Effective Date, a term loan facility in a maximum amount of the aggregate A2 Facility Commitments (the “A2 Facility”) which shall be available in Sterling and shall be fully drawn on the Roll Effective Date by transfer of Outstandings from the A Facility as provided in Clause 2.3 (Roll Effective Date); (b) to Baseball Cash Bidco, (i) a term loan facility in a maximum amount of £175,000,000 (the “A1 Facility”) which shall be available in Sterling in a single drawing; provided that the amount of the A1 Facility on the Roll Effective Date shall be reduced by the amount of the A3 Facility on such date as provided in Clause 2.3 (Roll Effective Date); and (ii) on and from the Roll Effective Date, a term loan facility in a maximum amount of the aggregate A3 Facility Commitments (the “A3 Facility”) which shall be available in Sterling and shall be fully drawn on the Roll Effective Date by transfer of Outstandings from the A1 Facility as provided in Clause 2.3 (Roll Effective Date); (c) to Baseball Cash Bidco, (i) a term loan facility in a maximum amount of £300,000,000 (the “B1 Facility”) which shall be available in Sterling in a single drawing; provided that the amount of the B1 Facility on the Roll Effective Date shall be reduced by the amount of the B7 Facility on such date as provided in Clause 2.3 (Roll Effective Date); and (ii) on and from the Roll Effective Date, a term loan facility in a maximum amount of the aggregate B7 Facility Commitments (the “B7 Facility”) which shall be available in Sterling and shall be fully drawn on the Roll Effective Date by transfer of Outstandings from the B1 Facility as provided in Clause 2.3 (Roll Effective Date); (d) to the Company, (i) a term loan facility in a maximum amount of £350,652,430.56 (the “B2 Facility”) which shall be available in Sterling; provided that the amount of the B2 Facility on the Roll Effective Date shall be reduced by the amount of the B8 Facility on such date as provided in Clause 2.3 (Roll Effective Date); and (ii) on and from the Roll Effective Date, a term loan facility in a maximum amount of the aggregate B8 Facility Commitments (the “B8 Facility”) which shall be available in Sterling and shall be fully drawn on the Roll Effective Date by transfer of Outstandings from the B2 Facility as provided in Clause 2.3 (Roll Effective Date); (e) to the Company, (i) a term loan facility in a maximum amount of €500,000,000 (the “B3 Facility”) which shall be available in euro; provided that the amount of the B3 Facility on the Roll Effective Date shall be reduced by the amount of the B9 Facility on such date as provided in Clause 2.3 (Roll Effective Date); and (ii) on and from the Roll Effective Date, a term loan facility in a maximum amount of the aggregate B9 Facility Commitments (the “B9 Facility”) which shall be available in euro and shall be fully drawn on the Roll Effective Date by transfer of Outstandings from the B3 Facility as provided in Clause 2.3 (Roll Effective Date); (f) to the US Borrower, (i) a term loan facility in a maximum amount of $650,000,000 (the “B4 Facility”) which shall be available in Dollars; provided that the amount of the B4 Facility on the Roll Effective Date shall be reduced by the amount of the B10 Facility on such date as provided in Clause 2.3 (Roll Effective Date); and (ii) on and from the Roll Effective Date, a term loan facility in a maximum amount of the aggregate B10 Facility Commitments (the “B10 Facility”) which shall be available in Dollars and shall be fully drawn on the Roll Effective Date by transfer of Outstandings from the B4 Facility as provided in Clause 2.3 (Roll Effective Date); (g) to the Company, (i) a term loan facility in a maximum amount of £590,000,000 (the “B5 Facility”) which shall be available in Sterling; provided that the amount of the B5 Facility on the Roll Effective Date shall be reduced by the amount of the B11 Facility on such date as provided in Clause 2.3 (Roll Effective Date); and (ii) on and from the Roll Effective Date, a term loan facility in a maximum amount of the aggregate B11 Facility Commitments (the “B11 Facility”) which shall be available in Sterling and shall be fully drawn on the Roll Effective Date by transfer of Outstandings from the B5 Facility as provided in Clause 2.3 (Roll Effective Date); (h) to VMIH Sub Limited, (i) a term loan facility in a maximum amount of £300,000,000 (the “B6 Facility”) which shall be available in Sterling; provided that the amount of the B6 Facility on the Roll Effective Date shall be reduced by the amount of the B12 Facility on such date as provided in Clause 2.3 (Roll Effective Date); and

The Facilities. The Lenders grant (or in the case of paragraph (i) below, following delivery of a notice by the Company and upon their accession to this Agreement in accordance with Clause 2.7 (Alternative Bridge Facility Refinancing) below, the C Facility Lenders grant) upon the terms and subject to the conditions of this Agreement: (a) to the UK Original Borrowers, (i) a term loan facility in a maximum aggregate principal amount of £3,350,000,000 1,000,000,000 (the “A Facility”) which shall be available in Sterling in two drawingsa single drawing; provided that the amount of the A Facility on the Roll Effective Date shall be reduced by the aggregate amount of the A1 Facility and the A2 Facility on such date as provided in Clause 2.3 (Roll Effective Date); (ii) on and from the Roll Effective Date, a term loan facility in a maximum amount of the aggregate A1 Facility Commitments (“A1 Facility”) which shall be available in Sterling and shall be fully drawn on the Roll Effective Date by transfer of Outstandings from the A Facility as provided in Clause 2.3 (Roll Effective Date); and (iiiii) on and from the Roll Effective Date, a term loan facility in a maximum amount of the aggregate A2 Facility Commitments (the “A2 Facility”) which shall be available in Sterling and shall be fully drawn on the Roll Effective Date by transfer of Outstandings from the A Facility as provided in Clause 2.3 (Roll Effective Date); (b) to Baseball Cash Bidcothe Company, VMIH Sub and/or UK Newco, (i) a term loan facility in a maximum amount of £175,000,000 (the “A1 Facility”) B Facility which shall be available in Sterling Sterling, Dollar or euro (as provided in the B Facility Accession Deed) provided that the B Facility shall be drawn in a single drawingdrawing and in a single currency, in an aggregate principal amount for the B Facility of not more than £750,000,000; provided further that the amount of the A1 B Facility on the Roll Effective Date shall be reduced by the amount of the A3 B1 Facility on such date as provided in Clause 2.3 (Roll Effective Date); and (ii) on and from the Roll Effective Date, a term loan facility in a maximum amount of the aggregate A3 B1 Facility Commitments (the “A3 B1 Facility”) which shall be in available in Sterling and shall be fully drawn on the Roll Effective Date by transfer of Outstandings from the A1 B Facility as provided in Clause 2.3 (Roll Effective Date);Date);and (c) to Baseball Cash Bidco, (i) the UK Borrowers, a term revolving loan facility in a maximum aggregate principal amount of £300,000,000 250,000,000 (the “B1 Revolving Facility”) which shall be available for drawing in euro, Dollars, Sterling or any Optional Currency subject to the utilisation in a single drawing; provided that the amount full of the B1 Facility on the Roll Effective Date shall be reduced by the amount of the B7 Facility on such date as provided in Clause 2.3 (Roll Effective Date); and (ii) on and from the Roll Effective Date, a term loan facility in a maximum amount of the aggregate B7 Facility Commitments (the “B7 A Facility”) which shall be available in Sterling and shall be fully drawn on the Roll Effective Date by transfer of Outstandings from the B1 Facility as provided in Clause 2.3 (Roll Effective Date); (d) to the Company, (i) a term loan facility in a maximum amount of £350,652,430.56 (the “B2 Facility”) which shall be available in Sterling; provided that the amount of the B2 Facility on the Roll Effective Date shall be reduced by the amount of the B8 Facility on such date as provided in Clause 2.3 (Roll Effective Date); and (ii) on and from the Roll Effective Date, a term loan facility in a maximum amount of the aggregate B8 Facility Commitments (the “B8 Facility”) which shall be available in Sterling and shall be fully drawn on the Roll Effective Date by transfer of Outstandings from the B2 Facility as provided in Clause 2.3 (Roll Effective Date); (e) to the Company, (i) a term loan facility in a maximum amount of €500,000,000 (the “B3 Facility”) which shall be available in euro; provided that the amount of the B3 Facility on the Roll Effective Date shall be reduced by the amount of the B9 Facility on such date as provided in Clause 2.3 (Roll Effective Date); and (ii) on and from the Roll Effective Date, a term loan facility in a maximum amount of the aggregate B9 Facility Commitments (the “B9 Facility”) which shall be available in euro and shall be fully drawn on the Roll Effective Date by transfer of Outstandings from the B3 Facility as provided in Clause 2.3 (Roll Effective Date); (f) to the US Borrower, (i) a term loan facility in a maximum amount of $650,000,000 (the “B4 Facility”) which shall be available in Dollars; provided that the amount of the B4 Facility on the Roll Effective Date shall be reduced by the amount of the B10 Facility on such date as provided in Clause 2.3 (Roll Effective Date); and (ii) on and from the Roll Effective Date, a term loan facility in a maximum amount of the aggregate B10 Facility Commitments (the “B10 Facility”) which shall be available in Dollars and shall be fully drawn on the Roll Effective Date by transfer of Outstandings from the B4 Facility as provided in Clause 2.3 (Roll Effective Date); (g) to the Company, (i) a term loan facility in a maximum amount of £590,000,000 (the “B5 Facility”) which shall be available in Sterling; provided that the amount of the B5 Facility on the Roll Effective Date shall be reduced by the amount of the B11 Facility on such date as provided in Clause 2.3 (Roll Effective Date); and (ii) on and from the Roll Effective Date, a term loan facility in a maximum amount of the aggregate B11 Facility Commitments (the “B11 Facility”) which shall be available in Sterling and shall be fully drawn on the Roll Effective Date by transfer of Outstandings from the B5 Facility as provided in Clause 2.3 (Roll Effective Date); (h) to VMIH Sub Limited, (i) a term loan facility in a maximum amount of £300,000,000 (the “B6 Facility”) which shall be available in Sterling; provided that the amount of the B6 Facility on the Roll Effective Date shall be reduced by the amount of the B12 Facility on such date as provided in Clause 2.3 (Roll Effective Date); and.

The Facilities. The Lenders grant (or a) Each Bank agrees, severally and not jointly, on the terms and conditions hereinafter set forth, to extend credit to the Borrower during the period from the date hereof to the Termination Date (this and certain other capitalized terms are defined in Section 8.01) by making advances (the case "Committed Advances") to the Borrower on a revolving basis from time to time; provided that at no time shall any Bank be obligated to make a Committed Advance in any amount which would exceed the lesser of paragraph (i) belowsuch Bank's Available Commitment at such time, following delivery or (ii) such Bank's Available Commitment Share of a notice by the Company and upon their accession Committed Borrowing pertaining to this Agreement in accordance with Clause 2.7 (Alternative Bridge Facility Refinancing) belowsuch Committed Advance. Within the foregoing limit, the C Facility Lenders grant) upon the terms and subject to the terms and conditions of hereunder set forth, the Borrower may borrow pursuant to this Agreement: (a) Section 1.01(a), prepay pursuant to the UK Borrowers, (i) a term loan facility Section 3.01(b), and reborrow in a maximum amount of £3,350,000,000 (the “A Facility”) which shall be available in Sterling in two drawings; provided that the amount of the A Facility on the Roll Effective Date shall be reduced by the amount of the A2 Facility on such date as provided in Clause 2.3 (Roll Effective Dateaccordance with this Section 1.01(a); and (ii) on and from the Roll Effective Date, a term loan facility in a maximum amount of the aggregate A2 Facility Commitments (the “A2 Facility”) which shall be available in Sterling and shall be fully drawn on the Roll Effective Date by transfer of Outstandings from the A Facility as provided in Clause 2.3 (Roll Effective Date);. (b) Each Bank may, severally and not jointly, on the terms and conditions hereinafter set forth, extend credit to Baseball Cash Bidco, the Borrower during the period from the date hereof to the Termination Date by making advances (the "Bid Rate Advances") to the Borrower or otherwise extending Bid Rate Credit to the Borrower from time to time; provided (i) that at no time shall any Bank make a term loan facility Bid Rate Advance or otherwise extend any Bid Rate Credit in a maximum any amount of £175,000,000 (the “A1 Facility”) which shall be available in Sterling in a single drawing; provided that would exceed the amount of the A1 Facility on the Roll Effective Date shall be reduced by the amount of the A3 Facility on such date as provided in Clause 2.3 (Roll Effective Date); and Bank's Available Commitment at such time and (ii) on at no time shall (A) the sum of (I) the outstanding Bid Rate Advances and from (II) the Roll Effective Date, a term loan facility in a maximum amount outstanding Bid Rate Credits (other than Bid Rate Credits consisting of Bid Rate Advances) exceed (B) fifty percent (50%) of the aggregate A3 Facility Commitments (the “A3 Facility”) which shall be available in Sterling and shall be fully drawn on the Roll Effective Date by transfer of Outstandings from the A1 Facility as provided in Clause 2.3 (Roll Effective Date);Total Commitment. (c) The Borrower shall have the right, upon at least five (5) Business Days' notice to Baseball Cash Bidco, a Bank, to terminate in whole or reduce in part such Bank's Available Commitment (i) a term loan facility in a maximum amount of £300,000,000 (the “B1 Facility”) which shall include the termination in whole or the reduction in part of the obligation of such Bank to make Advances to the Borrower in the amount specified in Section 1.01(a) in the event of such termination or reduction), provided, however, that each partial reduction shall be available in Sterling in a single drawing; provided that the amount of the B1 Facility on the Roll Effective Date shall be reduced by the amount of the B7 Facility on such date as provided in Clause 2.3 (Roll Effective Date); and (ii) on and from the Roll Effective Date, a term loan facility in a maximum amount of the aggregate B7 Facility Commitments (the “B7 Facility”) which shall be available in Sterling and shall be fully drawn on the Roll Effective Date by transfer of Outstandings from the B1 Facility as provided in Clause 2.3 (Roll Effective Date);$5,000,000 or an integral multiple thereof. (d) So long as no Event of Default shall have occurred and be continuing at such time, the Borrower may request, at least sixty (60) days prior to each anniversary of the date hereof, Agent and the Banks to extend the Termination Date to the Company, (i) a term loan facility in a maximum amount third anniversary date next following the date of £350,652,430.56 (the “B2 Facility”) which such determination. Such request shall be available in Sterling; provided that writing to Agent and each Bank. Within the amount thirty (30) day period immediately following its receipt of such request, each Bank shall notify the Borrower in writing whether it elects to so extend the Termination Date. Any failure by a Bank to so notify the Borrower shall be deemed a decision by such Bank to not extend the Termination Date. No Bank shall be obligated to extend the Termination Date, and if less than all of the B2 Facility on Banks elect to extend the Roll Effective Termination Date pursuant to this Section 1.01(d), the Termination Date shall not be reduced by the amount of the B8 Facility on such date as provided in Clause 2.3 (Roll Effective Date); and (ii) on and from the Roll Effective Date, a term loan facility in a maximum amount of the aggregate B8 Facility Commitments (the “B8 Facility”) which shall be available in Sterling and shall be fully drawn on the Roll Effective Date by transfer of Outstandings from the B2 Facility as provided in Clause 2.3 (Roll Effective Date); (e) to the Company, (i) a term loan facility in a maximum amount of €500,000,000 (the “B3 Facility”) which shall be available in euro; provided that the amount of the B3 Facility on the Roll Effective Date shall be reduced by the amount of the B9 Facility on such date as provided in Clause 2.3 (Roll Effective Date); and (ii) on and from the Roll Effective Date, a term loan facility in a maximum amount of the aggregate B9 Facility Commitments (the “B9 Facility”) which shall be available in euro and shall be fully drawn on the Roll Effective Date by transfer of Outstandings from the B3 Facility as provided in Clause 2.3 (Roll Effective Date); (f) to the US Borrower, (i) a term loan facility in a maximum amount of $650,000,000 (the “B4 Facility”) which shall be available in Dollars; provided that the amount of the B4 Facility on the Roll Effective Date shall be reduced by the amount of the B10 Facility on such date as provided in Clause 2.3 (Roll Effective Date); and (ii) on and from the Roll Effective Date, a term loan facility in a maximum amount of the aggregate B10 Facility Commitments (the “B10 Facility”) which shall be available in Dollars and shall be fully drawn on the Roll Effective Date by transfer of Outstandings from the B4 Facility as provided in Clause 2.3 (Roll Effective Date); (g) to the Company, (i) a term loan facility in a maximum amount of £590,000,000 (the “B5 Facility”) which shall be available in Sterling; provided that the amount of the B5 Facility on the Roll Effective Date shall be reduced by the amount of the B11 Facility on such date as provided in Clause 2.3 (Roll Effective Date); and (ii) on and from the Roll Effective Date, a term loan facility in a maximum amount of the aggregate B11 Facility Commitments (the “B11 Facility”) which shall be available in Sterling and shall be fully drawn on the Roll Effective Date by transfer of Outstandings from the B5 Facility as provided in Clause 2.3 (Roll Effective Date); (h) to VMIH Sub Limited, (i) a term loan facility in a maximum amount of £300,000,000 (the “B6 Facility”) which shall be available in Sterling; provided that the amount of the B6 Facility on the Roll Effective Date shall be reduced by the amount of the B12 Facility on such date as provided in Clause 2.3 (Roll Effective Date); andextended.

The Facilities. The Lenders grant (or in the case of paragraph (i) below, following delivery of a notice by the Company and upon their accession to this Agreement in accordance with Clause 2.7 (Alternative Bridge Facility Refinancing) below, the C Facility Lenders grant) upon the terms and subject to the conditions of this Agreement: (a) to the UK Borrowers, (i) a term loan facility in a maximum amount of £3,350,000,000 (the “A Facility”) which shall be available in Sterling in two drawings; provided that the amount of the A Facility on the Roll Effective Date shall be reduced by the amount of the A2 Facility on such date as provided in Clause 2.3 (Roll Effective Date); and (ii) on and from the Roll Effective Date, a term loan facility in a maximum amount of the aggregate A2 Facility Commitments (the “A2 Facility”) which shall be available in Sterling and shall be fully drawn on the Roll Effective Date by transfer of Outstandings from the A Facility as provided in Clause 2.3 (Roll Effective Date); (b) to Baseball Cash Bidco, (i) a term loan facility in a maximum amount of £175,000,000 (the “A1 Facility”) which shall be available in Sterling in a single drawing; provided that the amount of the A1 Facility on the Roll Effective Date shall be reduced by the amount of the A3 Facility on such date as provided in Clause 2.3 (Roll Effective Date); and (ii) on and from the Roll Effective Date, a term loan facility in a maximum amount of the aggregate A3 Facility Commitments (the “A3 Facility”) which shall be available in Sterling and shall be fully drawn on the Roll Effective Date by transfer of Outstandings from the A1 Facility as provided in Clause 2.3 (Roll Effective Date); (c) to Baseball Cash Bidco, (i) a term loan facility in a maximum amount of £300,000,000 (the “B1 Facility”) which shall be available in Sterling in a single drawing; provided that the amount of the B1 Facility on the Roll Effective Date shall be reduced by the amount of the B7 Facility on such date as provided in Clause 2.3 (Roll Effective Date); and (ii) on and from the Roll Effective Date, a term loan facility in a maximum amount of the aggregate B7 Facility Commitments (the “B7 Facility”) which shall be available in Sterling and shall be fully drawn on the Roll Effective Date by transfer of Outstandings from the B1 Facility as provided in Clause 2.3 (Roll Effective Date); (d) to the Company, (i) a term loan facility in a maximum amount of £350,652,430.56 (the “B2 Facility”) which shall be available in Sterling; provided that the amount of the B2 Facility on the Roll Effective Date shall be reduced by the amount of the B8 Facility on such date as provided in Clause 2.3 (Roll Effective Date); and (ii) on and from the Roll Effective Date, a term loan facility in a maximum amount of the aggregate B8 Facility Commitments (the “B8 Facility”) which shall be available in Sterling and shall be fully drawn on the Roll Effective Date by transfer of Outstandings from the B2 Facility as provided in Clause 2.3 (Roll Effective Date); (e) to the Company, (i) a term loan facility in a maximum amount of €500,000,000 (the “B3 Facility”) which shall be available in euro; provided that the amount of the B3 Facility on the Roll Effective Date shall be reduced by the amount of the B9 Facility on such date as provided in Clause 2.3 (Roll Effective Date); and (ii) on and from the Roll Effective Date, a term loan facility in a maximum amount of the aggregate B9 Facility Commitments (the “B9 Facility”) which shall be available in euro and shall be fully drawn on the Roll Effective Date by transfer of Outstandings from the B3 Facility as provided in Clause 2.3 (Roll Effective Date); (f) to the US Borrower, (i) a term loan facility in a maximum amount of $650,000,000 (the “B4 Facility”) which shall be available in Dollars; provided that the amount of the B4 Facility on the Roll Effective Date shall be reduced by the amount of the B10 Facility on such date as provided in Clause 2.3 (Roll Effective Date); and (ii) on and from the Roll Effective Date, a term loan facility in a maximum amount of the aggregate B10 Facility Commitments (the “B10 Facility”) which shall be available in Dollars and shall be fully drawn on the Roll Effective Date by transfer of Outstandings from the B4 Facility as provided in Clause 2.3 (Roll Effective Date); (g) to the Company, (i) a term loan facility in a maximum amount of £590,000,000 (the “B5 Facility”) which shall be available in Sterling; provided that the amount of the B5 Facility on the Roll Effective Date shall be reduced by the amount of the B11 Facility on such date as provided in Clause 2.3 (Roll Effective Date); and (ii) on and from the Roll Effective Date, a term loan facility in a maximum amount of the aggregate B11 Facility Commitments (the “B11 Facility”) which shall be available in Sterling and shall be fully drawn on the Roll Effective Date by transfer of Outstandings from the B5 Facility as provided in Clause 2.3 (Roll Effective Date); (h) to VMIH Sub Limited, (i) a term loan facility in a maximum amount of £300,000,000 (the “B6 Facility”) which shall be available in Sterling; provided that the amount of the B6 Facility on the Roll Effective Date shall be reduced by the amount of the B12 Facility on such date as provided in Clause 2.3 (Roll Effective Date); and