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 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