Common use of Utilisation Clause in Contracts

Utilisation. 4.1 On the Initial Closing Date, the Expenses Loan Provider made an Advance in the aggregate amount of £45,650,000 (the Initial Advance) to Loan Note Issuer No.1, which shall be deemed to be three separate Advances as follows: (a) the first advance being in the amount of £35,000,000 for the credit of the Series Cash Reserve Account (the First Advance); (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 which corresponds with a Closing Date; and (b) 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 representations set out in Clause9 (Representations of 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 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 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 increase in the Facility Limit (if any) as set out in 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 (Pro-forma Amortisation Schedule) 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 Third Advance, the Expenses Loan Provider will deliver to Loan Note Issuer No.1 an amortisation schedule in substantially the form of Schedule 1 (Third Advance Amortisation Schedule) (the Third Advance Amortisation Schedule), (b) in respect of the First Advance, the Final Repayment Date shall be the Interest Payment Date in May 2018, and (c) in respect of the Second Advance, the Final Repayment Date shall be the Interest Payment Date in May 2020. 4.10 Advances made under this Agreement will not be consolidated.

Utilisation. 4.1 On the Initial Closing DateConditions to Utilisation Save as otherwise provided in this Agreement, the Expenses Loan Provider made an Advance in will be made by the aggregate amount of £45,650,000 Lenders to a Borrower or a Documentary Credit will be issued by an L/C Bank at a Borrower’s (other than the Initial AdvanceUS Borrower’s) to Loan Note Issuer No.1, which shall be deemed to be three separate Advances as followsrequest if: (a) the first advance being 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 of £35,000,000 for requested on the credit of Utilisation Date stated therein upon the Series Cash Reserve Account (terms and subject to the First Advance)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 corresponds with is or precedes the relevant Termination Date; (c) in the case of a Closing 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 (bj) it specifies in the amount case 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 representations set out in Clause9 (Representations of Loan Note Issuer No.1 and the Expenses Loan Provider) any Utilisation, 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 Expenses Loan Provider will deliver 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 Loan Note Issuer No. 1Clause 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 no later 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 close case of business on the Business Day prior first Utilisation of any Facility, subject to the Closing Date on which such Advance is to be madeprovisions of Clause 3.5 (Vanilla Certain Funds Period), 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 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 increase in the Facility Limit (if any) as 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 Notice. 4.9 On under the Closing Date on which an Advance is to be made following the receipt of a Utilisation Confirmation A1 Facility and if such Advance is B1 Facility, subject to scheduled principal repaymentsthe provisions of Clause 3.6 (Baseball Certain Funds Period), the Expenses Loan Provider will deliver Repeating Representations made by the persons identified as making those representations are true in all material respects by reference to Loan Note Issuer No.1 an amortisation schedule in substantially the form of Schedule 2 circumstances then existing and no Default is continuing or would result from the proposed Utilisation; (Pro-forma Amortisation Schedule) 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 (aC) in respect the case of any Utilisation under the Third AdvanceB2 Facility, B3 Facility, B4 Facility, B5 Facility and B6 Facility, the Expenses Loan Provider will deliver Repeating Representations made by the persons identified as making those representations are true in all material respects by reference to Loan Note Issuer No.1 an amortisation schedule in substantially the form of Schedule 1 circumstances then existing and no Default is continuing or would result from the proposed Utilisation; or (Third Advance Amortisation Schedule) (the Third Advance Amortisation Schedule), (bD) in respect the case of any Utilisation under the First AdvanceC Facility, the Final Repayment Date shall be Repeating Representations made by the Interest Payment Date persons identified as making those representations are true in May 2018, all material respects by reference to the circumstances then existing and (c) in respect of no Default is continuing or would result from the Second Advance, the Final Repayment Date shall be the Interest Payment Date in May 2020proposed Utilisation. 4.10 Advances made under this Agreement will not be consolidated.

Utilisation. 4.1 On 3.1 A Utilisation Request hereunder may not be delivered by the Borrower unless the Lender has received all of the documents and other evidence listed in Schedule 3 (Conditions Precedent To Initial Closing Date, Utilisation) in form and substance satisfactory to the Expenses Loan Provider made an Advance in Lender. The Lender must notify the aggregate amount Borrower promptly upon being so satisfied. 3.2 The Borrower may utilise the Facility by delivery to the Lender of £45,650,000 (the Initial Advance) to Loan Note Issuer No.1, which shall be deemed to be three separate Advances as followsa duly completed Utilisation Request no later than: (aA) the first advance being in the amount case of Loans not exceeding £35,000,000 for 500,000,000, 11.00a.m. five Business Days prior to the credit of the Series Cash Reserve Account (the First Advance); (b) the second advance being in the amount of £8,750,000 for the credit of the Programme Reserve Account (the Second Advance)proposed Utilisation Date; and (cB) the third advance being 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 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 £1,900,000 for 100,000,000 or, if less, equal to the credit of Available Commitment; and (B) not more than £2,000,000,000, or such other greater amount agreed by the Lender. 3.4 If the conditions set out in this Agreement have been met, the Lender must make the Loan Note Issuer No.1 Distribution Account (available to the Third Advance, and together with Borrower on the First Advance and the Second Advance, the 2013 Advances)Utilisation Date. 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 3.5 Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless: (aA) the proposed Utilisation Date is a Business Day which corresponds within the Availability Period; (B) the amount of the Utilisation complies with a Closing DateClause 3.3; and (bC) it specifies the amount of each Advance to be made pursuant to proposed Repayment Date is (i) not earlier than the date falling 12 months after the Utilisation RequestDate 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. 4.4 One or more Advances 3.6 Only one Loan may be requested in each Utilisation Request. 4.5 Loan Note Issuer No.1 is deemed to repeat the representations set out in Clause9 (Representations . The aggregate amount of Loan Note Issuer No.1 and the Expenses Loan Provider) Loans drawn 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 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 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 increase in the Facility Limit (if any) as set out in 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 (Pro-forma Amortisation Schedule) 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 Third Advance, the Expenses Loan Provider will deliver to Loan Note Issuer No.1 an amortisation schedule in substantially the form of Schedule 1 (Third Advance Amortisation Schedule) (the Third Advance Amortisation Schedule), (b) in respect of the First Advance, the Final Repayment Date shall be the Interest Payment Date in May 2018, and (c) in respect of the Second Advance, the Final Repayment Date shall be the Interest Payment Date in May 2020. 4.10 Advances made under this Agreement will same day must not be consolidatedmore than £2,000,000,000, or such other amount agreed by the Lender.

Utilisation. 4.1 On 3.1 Subject to the 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 Expenses Loan Provider made Lender will make an Advance in to the aggregate amount of £45,650,000 (the Initial Advance) to Loan Note Issuer No.1, which shall be deemed to be three separate Advances as follows: (a) the first advance being in the amount of £35,000,000 for the credit of the Series Cash Reserve Issuer Distribution Account (the First Advance); (b) the second advance being in the amount of £8,750,000 for the credit of the Programme Reserve Account [POUND] [*] (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"INITIAL ADVANCE"). 4.2 Loan Note 3.2 The Issuer No.1 may seek to utilise the Facility on any Closing Date by delivering to the Expenses Loan Provider Lender by no later than the close of business on the Business Day prior to such Closing Date a Utilisation Request. 4.3 3.3 Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless: (ai) the proposed Utilisation Date is a Business Day which corresponds with a Closing Date; and (bii) it specifies the amount of each the Advance to be made pursuant to the Utilisation Request. 4.4 One or more Advances 3.4 Only one Advance may be requested in each Utilisation Request. 4.5 Loan Note 3.5 The Issuer No.1 is deemed to repeat the representations set out referred to in Clause9 Clause 1.7 (Representations of Loan Note Issuer No.1 and the Expenses Loan ProviderWarranties) on the date of each Utilisation Request, each Utilisation Confirmation and each Closing Date. 4.6 3.6 If the Expenses Loan Provider decidesLender decides and subject to such conditions precedent as it may request, in its absolute discretion, to make an Advance Advance, not including the Initial Advance, pursuant to the Utilisation Request, the Expenses Loan Provider Lender will deliver to Loan Note Issuer No. 1the Issuer, by no later than the close of business on the Business Day prior to the Closing Date on which such 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 each the Advance. A Utilisation Notice may specify the terms of one or more Advances requested pursuant to a Utilisation Request. 4.7 3.7 The Expenses Loan Provider Lender may also specify in a Utilisation Notice any increase which it proposes to make to the Facility Limit. 4.8 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, Loan Note the Issuer No.1 will deliver a Utilisation Confirmation to the Expenses Loan Provider Lender confirming the terms of each the Advance and the increase in the Facility Limit (if any) as set out in the Utilisation Notice. 4.9 3.9 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 repaymentsConfirmation, the Expenses Loan Provider Lender will deliver to Loan Note the Issuer No.1 an amortisation schedule in respect of that advance in substantially the form of Schedule 2 (Pro-forma Amortisation Schedule) 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 Schedulean "AMORTISATION SCHEDULE") provided PROVIDED, HOWEVER, that (a) in respect of the Third Initial Advance, the Expenses Loan Provider Lender will deliver to Loan Note the Issuer No.1 an amortisation schedule in substantially the form of Schedule 1 (Third Initial Advance Amortisation Schedule) (the Third Advance Amortisation Schedule"INITIAL ADVANCE AMORTISATION SCHEDULE"), (b) in respect of the First Advance, the Final Repayment Date shall be the Interest Payment Date in May 2018, and (c) in respect of the Second Advance, the Final Repayment Date shall be the Interest Payment Date in May 2020. 4.10 Advances made under this Agreement will not be consolidated.

Utilisation. 4.1 On 3.1 During the Initial Closing DateAvailability Period, the Expenses Loan Provider made an Advance Borrower may make drawing under the Loans only upon having submitted to the Lender a properly executed utilisation request (“Utilisation Request”) in such form as set out in Schedule III hereto. Upon receipt of each Utilisation Request, the Lender shall remit the proceeds from the drawing requested therein into a bank account designated by the Borrower on the proposed utilisation date (as specified in the aggregate amount of £45,650,000 (Utilisation Request) in accordance with the Initial Advance) to Loan Note Issuer No.1, which provisions hereof. The date when said proceeds have been received into the bank account designated by the Borrower shall be deemed to be three separate Advances as follows: the actual utilisation date (a) the first advance being in the amount of £35,000,000 for the credit of the Series Cash Reserve Account (the First Advance); (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“Actual Utilisation Date”). 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 3.2 Each Utilisation Request is irrevocable and will not be regarded as having been duly completed and submitted unless: (a) all Conditions Precedent have been satisfied at the time of submission of the Utilisation Request; ​ (b) the Utilisation Request shall be submitted to the Lender no later than 10:00 a.m. on a Business Day at least five (5) Business Days (or such shorter period as may be agreed by the Lender) prior to the proposed Utilisation Date utilisation date; (c) the proposed utilisation date is a Business Day which corresponds with a Closing Date; andwithin the Availability Period; (bd) it specifies the amount of each Advance to be made pursuant to the Utilisation Request. 4.4 One or more Advances only one Loan may be requested in each Utilisation Request.; 4.5 Loan Note Issuer No.1 is deemed to repeat the representations set out in Clause9 (Representations of Loan Note Issuer No.1 and the Expenses Loan Providere) 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, Request identifies the 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 Facility to be madeutilised; (f) the amount of the proposed drawing shall not exceed Facility A or Facility B, a Utilisation Notice specifying as the terms on which case may be; (g) 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 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 increase in the Facility Limit (if any) as set out account specified in the Utilisation Notice. 4.9 On the Closing Date on which an Advance is to be made following Request for the receipt of a the proceeds from the proposed drawing complies with the provisions of clause 12.1 (drawing account); (h) the curreny specified in the Utilisation Confirmation and if such Advance is subject to scheduled principal repaymentsRequest shall be RMB; and (i) all blanks contained in the Utilisation Request have been properly filled out. 3.3 Unless otherwise agreed by the Lender, the Expenses Loan Provider will deliver to Loan Note Issuer No.1 an amortisation schedule in substantially Borrower may submit only one Utilisation Request for the form utilisation of Schedule 2 (Pro-forma Amortisation Schedule) attached hereto setting out Facility A and only one Utilisation Request for 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 utilisation of the Third Advance, the Expenses Loan Provider will deliver to Loan Note Issuer No.1 an amortisation schedule in substantially the form of Schedule 1 (Third Advance Amortisation Schedule) (the Third Advance Amortisation Schedule), (b) in respect of the First Advance, the Final Repayment Date shall be the Interest Payment Date in May 2018, and (c) in respect of the Second Advance, the Final Repayment Date shall be the Interest Payment Date in May 2020. 4.10 Advances made under this Agreement will not be consolidated.Facility B.

Utilisation. 4.1 On 3.1 Subject to the 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 Expenses Loan Provider made Lender will make an Advance in to the aggregate amount of £45,650,000 (the Initial Advance) to Loan Note Issuer No.1, which shall be deemed to be three separate Advances as follows: (a) the first advance being in the amount of £35,000,000 for the credit of the Series Cash Reserve Expenses Loan Ledger of the relevant Issuer Distribution Account in accordance with the Issuer's instructions (the First Advance); (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"INITIAL ADVANCE"). 4.2 Loan Note 3.2 The Issuer No.1 may seek to utilise the Facility on any Closing Date by delivering to the Expenses Loan Provider Lender by no later than the close of business on the Business Day prior to such Closing Date Date, a Utilisation Request. 4.3 3.3 Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless: (ai) the proposed Utilisation Date is a Business Day which corresponds with a Closing Date; and; (bii) it specifies the amount of each the Advance to be made pursuant to the Utilisation Request; and (iii) it specifies the relevant Issuer Distribution Account for that Series. 4.4 One or more Advances 3.4 Only one Advance may be requested in each Utilisation Request. 4.5 Loan Note 3.5 The Issuer No.1 is deemed to repeat the representations set out referred to in Clause9 Clause 1.7 (Representations of Loan Note Issuer No.1 and the Expenses Loan ProviderWarranties) on the date of each Utilisation Request, each Utilisation Confirmation and each Closing Date. 4.6 3.6 If the Expenses Loan Provider decidesLender 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 Advance, not including the Initial Advance, pursuant to the Utilisation Request, the Expenses Loan Provider Lender will deliver to Loan Note Issuer No. 1the Issuer, by no later than the close of business on the Business Day prior to the Closing Date on which such 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 each the Advance. A Utilisation Notice may specify the terms of one or more Advances requested pursuant to a Utilisation Request. 4.7 3.7 The Expenses Loan Provider Lender may also specify in a Utilisation Notice any increase which it proposes to make to the Facility Limit. 4.8 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, Loan Note the Issuer No.1 will deliver a Utilisation Confirmation to the Expenses Loan Provider Lender confirming the terms of each the Advance and the increase in the Facility Limit (if any) as set out in the Utilisation Notice. 4.9 3.9 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 repaymentsConfirmation, the Expenses Loan Provider Lender will deliver to Loan Note the Issuer No.1 an amortisation schedule in respect of that advance in substantially the form of Schedule 2 (Pro-forma Amortisation ScheduleSchedule in relation to the Advance) 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 Schedulean "AMORTISATION SCHEDULE") provided PROVIDED, HOWEVER, that (a) in respect of the Third Initial Advance, the Expenses Loan Provider Lender will deliver to Loan Note the Issuer No.1 an amortisation schedule in substantially the form of Schedule 1 (Third Initial Advance Amortisation Schedule) (the Third Advance Amortisation Schedule"INITIAL ADVANCE AMORTISATION SCHEDULE"), (b) in respect of the First Advance, the Final Repayment Date shall be the Interest Payment Date in May 2018, and (c) in respect of the Second Advance, the Final Repayment Date shall be the Interest Payment Date in May 2020. 4.10 Advances made under this Agreement will not be consolidated.

Utilisation. 4.1 On the Initial Closing Date, the Expenses Loan Provider made an Advance in the aggregate amount of £45,650,000 (the Initial Advance) to 3.1 The Loan Note Issuer No.1, which shall be deemed may seek to be three separate Advances as follows: (a) the first advance being in the amount of £35,000,000 for the credit of the Series Cash Reserve Account (the First Advance); (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 the Closing Date by delivering a Utilisation Request to the Expenses Loan Provider Lender by no later than the close of business noon (London time) on the Business Day prior to such Closing Date a Utilisation RequestDate. 4.3 3.2 Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless: (a) 3.2.1 the proposed Utilisation Date is a Business Day which corresponds with a Closing Date; andDay; (b) 3.2.2 it specifies the amount of each the Advance to be made pursuant to the Utilisation Request; and 3.2.3 it specifies the relevant Series Spread Ledger of the Spread Account for that Series. 4.4 One or more Advances 3.3 Only one Advance may be requested in each Utilisation Request. 4.5 3.4 The Loan Note Issuer No.1 is deemed to repeat the representations set out referred to in Clause9 Clause 1.7 (Representations of Loan Note Issuer No.1 and the Expenses Loan ProviderWarranties) 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. 4.6 3.5 If the Expenses Loan Provider Lender decides, in its absolute discretiondiscretion 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 the a Utilisation Request, the Expenses Loan Provider Lender will deliver to the Loan Note Issuer No. 1Issuer, by no later than the close of business noon (London time) on the Business Day prior to the Closing Date on which such the 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 the 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 increase which it proposes to make to the Facility Limit. 4.8 3.6 By no later than the close of business noon (London time) on the Business Day prior to the Closing Date on which an the Advance is to be made, the Loan Note Issuer No.1 will deliver a Utilisation Confirmation to the Expenses Loan Provider Lender confirming the terms of each the Advance and the increase in the Facility Limit (if any) as set out in the Utilisation Notice. 4.9 3.7 On or prior to the Closing Date on which an the Advance is to be made following the receipt of a Utilisation Confirmation and if such Advance is subject to scheduled principal repaymentsConfirmation, the Expenses Loan Provider Lender will deliver to the Loan Note Issuer No.1 an amortisation schedule in respect of the Advance in substantially the form of Schedule 2 (Pro-forma Amortisation Schedule) attached hereto setting out the Repayment Amounts to be paid in relation to each such the Advance as well as clearly specifying the Initial Interest Payment Date in relation to such the Advance (the "Amortisation Schedule) provided that (a) in respect of the Third Advance, the Expenses Loan Provider will deliver to Loan Note Issuer No.1 an amortisation schedule in substantially the form of Schedule 1 (Third Advance Amortisation Schedule) (the Third Advance Amortisation Schedule"), (b) in respect of the First Advance, the Final Repayment Date shall be the Interest Payment Date in May 2018, and (c) in respect of the Second Advance, the Final Repayment Date shall be the Interest Payment Date in May 2020. 4.10 Advances made under this Agreement will not be consolidated.