Common use of The Term Borrowings Clause in Contracts

The Term Borrowings. Subject to the terms and conditions set forth herein, (i) each Tranche A Term Loan Lender severally agrees to make to the Parent Borrower a single loan denominated in Dollars in an aggregate Dollar Amount equal to such Tranche A Term Loan Lender’s Tranche A Term Loan Commitment on the Closing Date; (ii) each Tranche B Term Loan Lender severally agrees to make to the Parent Borrower and the Subsidiary Co-Borrowers (which shall be allocated among them ratably in accordance with the Designated Amounts) a single loan denominated in Dollars in an aggregate Dollar Amount equal to such Tranche B Term Loan Lender’s Tranche B Term Loan Commitment on the Closing Date; (iii) each Tranche C Term Loan Lender severally agrees to make to the Parent Borrower a single loan denominated in Dollars in an aggregate Dollar Amount equal to such Tranche C Term Loan Lender’s Tranche C Term Loan Commitment on the Closing Date; (iv) each Delayed Draw 1 Term Loan Lender severally agrees to make to the Parent Borrower loans denominated in Dollars as elected by the Parent Borrower pursuant to Section 2.02 on not more than three occasions on any Business Day on or after the Closing Date to the Delayed Draw Term Loan 1 Commitment Termination Date in an aggregate Dollar Amount not to exceed its Delayed Draw 1 Term Loan Commitment; provided that all proceeds of such loans shall be used to repay, redeem, repurchase, defease or otherwise satisfy the Designated 2010 Retained Existing Notes and (v) each Delayed Draw 2 Term Loan Lender severally agrees to make to the Parent Borrower loans denominated in Dollars as elected by the Parent Borrower pursuant to Section 2.02 on not more than two occasions on any Business Day after the Closing Date to the Delayed Draw Term Loan 2 Commitment Termination Date in an aggregate Dollar Amount not to exceed its Delayed Draw 2 Term Loan Commitment; provided that all proceeds of such loans shall be used to repay, redeem, repurchase, defease or otherwise satisfy the Designated 2009 Retained Existing Notes. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

The Term Borrowings. Subject to the terms and conditions set forth herein, (i) each Tranche Class A Term Loan Lender severally agrees to make to Nielsen, on the Parent Borrower a single loan Fourth A&R Effective Date, loans denominated in Dollars in an aggregate Dollar Amount equal to such Tranche A Term Loan Lender’s Tranche A Term Loan Commitment on the Closing Date; (ii) each Tranche B Term Loan Lender severally agrees to make to the Parent Borrower and the Subsidiary Co-Borrowers (which shall be allocated among them ratably in accordance with the Designated Amounts) a single loan denominated in Dollars in an aggregate Dollar Amount equal to such Tranche B Term Loan Lender’s Tranche B Term Loan Commitment on the Closing Date; (iii) each Tranche C Term Loan Lender severally agrees to make to the Parent Borrower a single loan denominated in Dollars in an aggregate Dollar Amount equal to such Tranche C Term Loan Lender’s Tranche C Term Loan Commitment on the Closing Date; (iv) each Delayed Draw 1 Term Loan Lender severally agrees to make to the Parent Borrower loans denominated in Dollars as elected by the Parent Borrower pursuant to Section 2.02 on not more than three occasions on any Business Day on or after the Closing Date to the Delayed Draw Term Loan 1 Commitment Termination Date in an aggregate Dollar Amount amount not to exceed its Delayed Draw 1 Term Loan Commitment; provided that all proceeds the amount of such loans shall be used to repay, redeem, repurchase, defease or otherwise satisfy the Designated 2010 Retained Existing Notes and (v) each Delayed Draw 2 Class A Term Loan Lender severally agrees to make to the Parent Borrower loans denominated Lender’s Commitment in Dollars as elected by the Parent Borrower pursuant to Section 2.02 on not more than two occasions on any Business Day after the Closing Date to the Delayed Draw respect of Class A Term Loan 2 Commitment Termination Date in an aggregate Dollar Amount not to exceed its Delayed Draw 2 Term Loan Commitment; provided that all proceeds of such loans shall be used to repay, redeem, repurchase, defease or otherwise satisfy the Designated 2009 Retained Existing NotesLoans. Amounts borrowed under this paragraph of Section 2.01(a) and repaid or prepaid may not be reborrowed. Class A Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. Notwithstanding the foregoing or any other provision of this Agreement, (i) any Cashless Option Lender (as defined in and in accordance with the Fourth Amendment Agreement) shall not make its Class A Term Loan in cash on the Fourth A&R Effective Date but shall be deemed to have made its Class A Term Loans under this Agreement by exchanging (i.e. rolling over) its Term Loans (as defined in the Existing Credit Agreement) under the Existing Credit Agreement in accordance with the Fourth Amendment Agreement in the same aggregate principal amount as such Term Lender’s Term Loans (as defined in the Existing Credit Agreement) under the Existing Credit Agreement (or such lesser amount as it may have been allocated in accordance with Fourth Amendment Agreement), (ii) each Class A Term Lender other than a Cashless Option Lender shall make its Class A Term Loans in cash on the Fourth A&R Effective Date, and (iii) after giving effect to the making of the Class A Term Loans in accordance with the foregoing clauses (i) and (ii), all Class A Term Loans of any Class A Term Lender shall be treated and be deemed to have been made identically in a single borrowing without regard to whether or not such Class A Term Lender was a Cashless Option Lender or subsequently became a Term Lender in accordance with this Agreement. Subject to the terms and conditions set forth herein, each Class B-1 Term Lender severally agrees to make to Nielsen, on the Fourth A&R Effective Date, loans denominated in Dollars in an aggregate amount not to exceed the amount of such Class B-1 Term Lender’s Commitment in respect of Class B-1 Term Loans. Amounts borrowed under this paragraph of Section 2.01(a) and repaid or prepaid may not be reborrowed. Class B-1 Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. Notwithstanding the foregoing or any other provision of this Agreement, (i) any Cashless Option Lender (as defined in and in accordance with the Fourth Amendment Agreement) shall not make its Class B-1 Term Loan in cash on the Fourth A&R Effective Date but shall be deemed to have made its Class B-1 Term Loans under this Agreement by exchanging (i.e. rolling over) its Term Loans (as defined in the Existing Credit Agreement) under the Existing Credit Agreement in accordance with the Fourth Amendment Agreement in the same aggregate principal amount as such Term Lender’s Term Loans (as defined in the Existing Credit Agreement) under the Existing Credit Agreement (or such lesser amount as it may have been allocated in accordance with Fourth Amendment Agreement), (ii) each Class B-1 Term Lender other than a Cashless Option Lender shall make its Class B-1 Term Loans in cash on the Fourth A&R Effective Date, and (iii) after giving effect to the making of the Class B-1 Term Loans in accordance with the foregoing clauses (i) and (ii), all Class B-1 Term Loans of any Class B-1 Term Lender shall be treated and be deemed to have been made identically in a single borrowing without regard to whether or not such Class B-1 Term Lender was a Cashless Option Lender or subsequently became a Term Lender in accordance with this Agreement. Subject to the terms and conditions set forth herein, (x) each Class B-2 Dollar Term Lender severally agrees to make to Nxxxxxx, on the Fourth A&R Effective Date, loans denominated in Dollars in an aggregate amount not to exceed the amount of such Class B-2 Term Lender’s Commitment in respect of Class B-2 Dollar Term Loans and (y) each Class B-2 Euro Term Lender severally agrees to make to Nxxxxxx, on the Fourth A&R Effective Date, loans denominated in Euro in an aggregate amount not to exceed at any time outstanding the amount of such Class B-2 Term Lender’s Commitment in respect of Class B-2 Euro Term Loans. Amounts borrowed under this paragraph of Section 2.01(a) and repaid or prepaid may not be reborrowed. Class B-2 Dollar Term Loans and Class B-2 Euro Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. Notwithstanding the foregoing or any other provision of this Agreement, (i) any Cashless Option Lender (as defined in and in accordance with the Fourth Amendment Agreement) shall not make its Class B-2 Dollar Term Loans or Class B-2 Euro Term Loans in cash on the Fourth A&R Effective Date but shall be deemed to have made its Class B-2 Dollar Term Loans and Class B-2 Euro Term Loans under this Agreement by exchanging (i.e. rolling over) its Term Loans (as defined in the Existing Credit Agreement) under the Existing Credit Agreement in accordance with the Fourth Amendment Agreement in the same aggregate principal amount as such Term Lender’s Term Loans (as defined in the Existing Credit Agreement) under the Existing Credit Agreement (or such lesser amount as the Administrative Agent may have allocated in accordance with Fourth Amendment Agreement), (ii) each Class B-2 Dollar Term Lender and Class B-2 Euro Term Lender other than a Cashless Option Lender shall make its Class B-2 Dollar Term Loans or Class B-2 Euro Term Loans in cash on the Fourth A&R Effective Date, and (iii) after giving effect to the making of the Class B-2 Dollar Term Loans and Class B-2 Euro Term Loans in accordance with the foregoing clauses (i) and (ii), all Class B-2 Dollar Term Loans and Class B-2 Euro Term Loans of any Class B-2 Dollar Term Lender or Class B-2 Euro Term Lender shall be treated and be deemed to have been made identically in a single borrowing without regard to whether or not such Class B-2 Dollar Term Lender or Class B-2 Euro Term Lender was a Cashless Option Lender or subsequently became a Term Lender in accordance with this Agreement.

The Term Borrowings. Subject to the terms and conditions set forth herein, (i) each Tranche Class A Term Loan Lender severally agrees to make to Xxxxxxx, on the Parent Borrower a single loan Fifth A&R Effective Date, loans denominated in Dollars in an aggregate Dollar Amount equal to such Tranche A Term Loan Lender’s Tranche A Term Loan Commitment on the Closing Date; (ii) each Tranche B Term Loan Lender severally agrees to make to the Parent Borrower and the Subsidiary Co-Borrowers (which shall be allocated among them ratably in accordance with the Designated Amounts) a single loan denominated in Dollars in an aggregate Dollar Amount equal to such Tranche B Term Loan Lender’s Tranche B Term Loan Commitment on the Closing Date; (iii) each Tranche C Term Loan Lender severally agrees to make to the Parent Borrower a single loan denominated in Dollars in an aggregate Dollar Amount equal to such Tranche C Term Loan Lender’s Tranche C Term Loan Commitment on the Closing Date; (iv) each Delayed Draw 1 Term Loan Lender severally agrees to make to the Parent Borrower loans denominated in Dollars as elected by the Parent Borrower pursuant to Section 2.02 on not more than three occasions on any Business Day on or after the Closing Date to the Delayed Draw Term Loan 1 Commitment Termination Date in an aggregate Dollar Amount amount not to exceed its Delayed Draw 1 Term Loan Commitment; provided that all proceeds the amount of such loans shall be used to repay, redeem, repurchase, defease or otherwise satisfy the Designated 2010 Retained Existing Notes and (v) each Delayed Draw 2 Class A Term Loan Lender severally agrees to make to the Parent Borrower loans denominated Lender’s Commitment in Dollars as elected by the Parent Borrower pursuant to Section 2.02 on not more than two occasions on any Business Day after the Closing Date to the Delayed Draw respect of Class A Term Loan 2 Commitment Termination Date in an aggregate Dollar Amount not to exceed its Delayed Draw 2 Term Loan Commitment; provided that all proceeds of such loans shall be used to repay, redeem, repurchase, defease or otherwise satisfy the Designated 2009 Retained Existing NotesLoans. Amounts borrowed under this paragraph of Section 2.01(a) and repaid or prepaid may not be reborrowed. Class A Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. Notwithstanding the foregoing or any other provision of this Agreement, (i) any Cashless Option Lender (as defined in and in accordance with the Fifth Amendment Agreement) shall not make its Class A Term Loan in cash on the Fifth A&R Effective Date but shall be deemed to have made its Class A Term Loans under this Agreement by exchanging (i.e. rolling over) its Existing Class A Term Loans (as defined in and in accordance with the Fifth Amendment Agreement) under the Existing Credit Agreement in accordance with the Fifth Amendment Agreement in the same aggregate principal amount as such Term Lender’s Existing Class A Term Loans (as defined in and in accordance with the Fifth Amendment Agreement) under the Existing Credit Agreement (or such lesser amount as it may have been allocated in accordance with Fifth Amendment Agreement), (ii) each Class A Term Lender other than a Cashless Option Lender shall make its Class A Term Loans in cash on the Fifth A&R Effective Date, and (iii) after giving effect to the making of the Class A Term Loans in accordance with the foregoing clauses (i) and (ii), all Class A Term Loans of any Class A Term Lender shall be treated and be deemed to have been made identically in a single borrowing without regard to whether or not such Class A Term Lender was a Cashless Option Lender or subsequently became a Term Lender in accordance with this Agreement. Subject to the terms and conditions set forth herein, each Class B-2 Euro Term Lender severally agrees to make to Xxxxxxx, on the Fifth A&R Effective Date, loans denominated in Euros in an aggregate amount not to exceed the amount of such Class B-2 Euro Term Lender’s Commitment in respect of Class B-2 Term Loans. Amounts borrowed under this paragraph of Section 2.01(a) and repaid or prepaid may not be reborrowed. Notwithstanding the foregoing or any other provision of this Agreement, (i) any Cashless Option Lender (as defined in and in accordance with the Fifth Amendment Agreement) shall not make its Class B-2 Euro Term Loan in cash on the Fifth A&R Effective Date but shall be deemed to have made its Class B-2 Euro Term Loans under this Agreement by exchanging (i.e. rolling over) its Existing Class B-2 Euro Term Loans (as defined in and in accordance with the Fifth Amendment Agreement) under the Existing Credit Agreement in accordance with the Fifth Amendment Agreement in the same aggregate principal amount as such Term Lender’s Existing Class B-2 Euro Term Loans (as defined in and in accordance with the Fifth Amendment Agreement) under the Existing Credit Agreement (or such lesser amount as it may have been allocated in accordance with Fifth Amendment Agreement), (ii) each Class B-2 Euro Term Lender other than a Cashless Option Lender shall make its Class B-2 Euro Term Loans in cash on the Fifth A&R Effective Date, and (iii) after giving effect to the making of the Class B-2 Euro Term Loans in accordance with the foregoing clauses (i) and (ii), all Class B-2 Euro Term Loans of any Class B-2 Euro Term Lender shall be treated and be deemed to have been made identically in a single borrowing without regard to whether or not such Class B-2 Euro Term Lender was a Cashless Option Lender or subsequently became a Term Lender in accordance with this Agreement. Subject to the terms and conditions set forth herein, JPMorgan Chase Bank, N.A. agrees to make to Xxxxxxx, on the Fifth A&R Effective Date, loans denominated in Dollars in an aggregate amount not to exceed $75,000,000. Amounts borrowed under this paragraph of Section 2.01(a) and repaid or prepaid may not be reborrowed. Class B-4 Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. Notwithstanding the foregoing or any other provision of this Agreement, after giving effect to the making of the Class B-4 Term Loans in accordance with this paragraph, all Class B-4 Term Loans, including the Class B-4 Term Loans made in accordance with this paragraph and any Class B-4 Term Loans made prior to the Fifth A&R Effective Date, of any Class B-4 Term Lender shall be treated and be deemed to have been made identically in a single borrowing without regard to whether or not such Class B-4 Term Lender made Class B-4 Term Loans on or prior to the Fifth A&R Effective Date.

The Term Borrowings. Subject to the terms and conditions set forth herein, in the Amendment and Restatement Agreement or in the Second Amendment and Restatement Agreement, as applicable, (i) each Tranche A Term Lender (as defined in the Original Credit Agreement or Amendment No. 2, as applicable) or New Term Lender made a Term Loan Lender severally agrees to make (as defined in the Original Credit Agreement or Amendment No. 2, as applicable) to the Parent Borrower a single loan denominated in Dollars in an aggregate Dollar Amount equal to such Tranche A Term Loan Lender’s Tranche A Term Loan Commitment on the Closing Date or on the Amendment No. 2 Effective Date; , (ii) on the Restatement Effective Date, each Tranche B Term Loan Lender severally agrees to make to the Parent Borrower and the Subsidiary Co-Borrowers (which shall be allocated among them ratably in accordance with the Designated Amounts) a single loan denominated in Dollars in an aggregate Dollar Amount equal to such Tranche B Term Loan Lender’s Tranche B Term Loan Commitment made on the Closing Date; Date outstanding on the Restatement Effective Date that was not converted into an Extended Maturity Term Loan was converted on such date into, and the Indebtedness represented by such converted Term Loan remained outstanding as of such date as, an Original Maturity Term Loan, (iii) on the Restatement Effective Date, each Tranche C Extended Maturity Term Loan Lender severally agrees agreed to make to the Parent Borrower a single loan denominated in Dollars in an aggregate Dollar Amount equal to such Tranche C convert its existing Term Loan Lender’s Tranche C Term Loan Commitment Loans made on the Closing Date outstanding on the Restatement Effective Date into, and the Indebtedness represented by such converted Term Loan remained outstanding as, an Extended Maturity Term Loan as of the Restatement Effective Date and shall remain outstanding as a Tranche B-1 Term Loan hereunder on the Second Restatement Effective Date; , (iv) each Delayed Draw 1 as of the Restatement Effective Date, the New Term Loan Lender severally agrees to make to Loans made on the Parent Borrower loans denominated in Dollars Amendment No. 2 Effective Date remained outstanding as elected by the Parent Borrower pursuant to Section 2.02 on not more than three occasions on any Business Day on or after the Closing Date to the Delayed Draw New Term Loan 1 Commitment Termination Date in an aggregate Dollar Amount not to exceed its Delayed Draw 1 Term Loan Commitment; provided that all proceeds of such loans shall be used to repayLoans, redeem, repurchase, defease or otherwise satisfy the Designated 2010 Retained Existing Notes and (v) as of the Second Restatement Effective Date, all Original Maturity Term Loans and all New Term Loans have been repaid in full and (vi) pursuant to the Second Amendment and Restatement Agreement, each Delayed Draw 2 Tranche B-2 Term Lender has severally agreed to make a Tranche B-2 Term Loan Lender severally agrees to make to the Parent Borrower loans denominated in Dollars as elected by on the Parent Borrower pursuant to Section 2.02 on not more than two occasions on any Business Day after the Closing Date to the Delayed Draw Term Loan 2 Commitment Termination Date in an aggregate Dollar Amount not to exceed its Delayed Draw 2 Term Loan Commitment; provided that all proceeds of such loans shall be used to repay, redeem, repurchase, defease or otherwise satisfy the Designated 2009 Retained Existing NotesSecond Restatement Effective Date. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. For the avoidance of doubt, as of the Second Restatement Effective Date, the only Term Loans outstanding under this Agreement are the Tranche B-1 Term Loans and the Tranche B-2 Term Loans.

The Term Borrowings. Subject to the terms and conditions set forth herein, (iA) each Tranche A Original Term Loan Lender with an Original Term Commitment on the Closing Date severally agrees to make to the Parent Borrower on the Closing Date a single loan denominated in Dollars in an aggregate Dollar Amount a principal amount equal to such Tranche A Original Term Loan Lender’s Tranche A 's Original Term Loan Commitment on the Closing Date; Date (iieach, an “Original Term Loan” and, collectively, the “Original Term Loans”), (B) each Tranche B 2007 Term Loan Lender with a 2007 Term Commitment on the NEWYORK 7904486 (2K) First Incremental Amendment Effective Date severally agrees to make to the Parent Borrower and on the Subsidiary Co-Borrowers (which shall be allocated among them ratably in accordance with the Designated Amounts) First Incremental Amendment Effective Date a single loan denominated in Dollars in an aggregate Dollar Amount a principal amount equal to such Tranche B 2007 Term Loan Lender’s Tranche B 's 2007 Term Loan Commitment on the Closing First Incremental Amendment Effective Date (each, a “2007 Term Loan” and, collectively, the “2007 Term Loans”) and (C) on the Second Amendment Effective Date; , (iiii) each Tranche C (x) a portion of the Original Term Loan of each Original Term Lender severally agrees to make to the Parent Borrower outstanding on such date shall be automatically converted on such date into a single new term loan of such Lender hereunder denominated in Dollars in an aggregate Dollar Amount principal amount equal to such Tranche C the B-1 Term Loan Lender’s Tranche C Amount of such Lender (each such term loan, a “B-1 Term Loan” and, collectively, the “B-1 Term Loans”) and (y) a portion of the 2007 Term Loan Commitment of each 2007 Term Lender outstanding on the Closing Date; (iv) each Delayed Draw 1 Term Loan such date shall be automatically converted on such date into a new term loan of such Lender severally agrees to make to the Parent Borrower loans hereunder denominated in Dollars as elected by the Parent Borrower pursuant to Section 2.02 on not more than three occasions on any Business Day on or after the Closing Date to the Delayed Draw Term Loan 1 Commitment Termination Date in an aggregate Dollar Amount not principal amount equal to exceed its Delayed Draw 1 the B-2 Term Loan Commitment; provided that all proceeds Amount of such loans Lender (each such term loan, a “B-2 Term Loan” and, collectively, the “B-2 Term Loans”), (ii) a portion of the Original Term Loan of each Extending B-3 Term Lender outstanding on such date shall be used to repay, redeem, repurchase, defease or otherwise satisfy the Designated 2010 Retained Existing Notes and (v) each Delayed Draw 2 Term Loan automatically converted on such date into a new term loan of such Lender severally agrees to make to the Parent Borrower loans hereunder denominated in Dollars as elected by the Parent Borrower pursuant to Section 2.02 on not more than two occasions on any Business Day after the Closing Date to the Delayed Draw Term Loan 2 Commitment Termination Date in an aggregate Dollar Amount not principal amount equal to exceed its Delayed Draw 2 the B-3 Term Commitment (Original Term Loan) of such Extending B-3 Term Lender (each such term loan, a “B-3 Term Loan” and, collectively, the “B-3 Term Loans”), and (iii) a portion of the 2007 Term Loan Commitment; provided that all proceeds of each Extending B-3 Term Lender outstanding on such date shall be automatically converted on such date into a B-3 Term Loan of such loans shall be used Lender hereunder in an aggregate principal amount equal to repay, redeem, repurchase, defease or otherwise satisfy the Designated 2009 Retained Existing NotesB-3 Term Commitment (2007 Term Loan) of such Extending B-3 Term Lender. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Subject to Section 2.02(c), Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

The Term Borrowings. Subject to the terms and conditions set forth herein, (i) each Tranche A Term Loan Lender severally agrees to make a single loanor continue, as applicable, Term Loans to the Parent Borrower a single loan denominated in Dollars in an aggregate Dollar Amount equal to such Tranche A Term Loan Lender’s Tranche A Term Loan Commitment on the Closing Date in an amount not to exceed such Term Lender’s Term Commitment as of the Closing Date; , inAmendment No. 2 Effective Date in the aggregate principal amount for all Lenders of $300,000,000 (ii) each Tranche B the “Term Loan Lender severally agrees to make to Advance”). The Term Borrowing shall consist of Term Loans made simultaneously by the Parent Borrower and the Subsidiary Co-Borrowers (which shall be allocated among them ratably Term Lenders in accordance with the Designated Amounts) a single loan denominated in Dollars in an aggregate Dollar Amount equal to such Tranche B their respective Applicable Term Loan Lender’s Tranche B Term Loan Commitment on the Closing Date; (iii) each Tranche C Term Loan Lender severally agrees to make to the Parent Borrower a single loan denominated in Dollars in an aggregate Dollar Amount equal to such Tranche C Term Loan Lender’s Tranche C Term Loan Commitment on the Closing Date; (iv) each Delayed Draw 1 Term Loan Lender severally agrees to make to the Parent Borrower loans denominated in Dollars as elected by the Parent Borrower pursuant to Section 2.02 on not more than three occasions on any Business Day on or after the Closing Date to the Delayed Draw Term Loan 1 Commitment Termination Date in an aggregate Dollar Amount not to exceed its Delayed Draw 1 Term Loan Commitment; provided that all proceeds of such loans shall be used to repay, redeem, repurchase, defease or otherwise satisfy the Designated 2010 Retained Existing Notes and (v) each Delayed Draw 2 Term Loan Lender severally agrees to make to the Parent Borrower loans denominated in Dollars as elected by the Parent Borrower pursuant to Section 2.02 on not more than two occasions on any Business Day after the Closing Date to the Delayed Draw Term Loan 2 Commitment Termination Date in an aggregate Dollar Amount not to exceed its Delayed Draw 2 Term Loan Commitment; provided that all proceeds of such loans shall be used to repay, redeem, repurchase, defease or otherwise satisfy the Designated 2009 Retained Existing NotesPercentage. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or Eurocurrency Eurodollar Rate Loans, as further provided herein. , being the $292,500,000 Outstanding Amount of Term Loans immediately prior (ii)Subject to the terms and conditions set forth herein, each Term Lender severally agrees to re-advance to the Borrowerto the Amendment No. 2 Effective Date plus the readvance of $7,500,000 (the “Amendment No. 2 Term Loan Advance”) on the Amendment No. 12 Effective Date in an, and a single additional drawing to occur, if at all, during the Delayed Draw Availability Period in an aggregate amount not to exceed $300,000,000 (such drawing the “Delayed Draw Term Loan Advance”), with such Term Loans by each Term Lender not to exceed such Term Lender’s Term Commitment with respect to the Amendment No. 1 Term Loan Advance, in the aggregate amount for all Lenders, of $11,250,000 (the “Amendment No. 1 Term Loan Advance”) such that the outstanding amount of the Term Loans on the Amendment No. 1 Effective Date shall be $300,000,000. The. Each Term Borrowing shall consist of Term Loans made simultaneously by the Term Lenders in accordance with their respective Applicable Term Commitment PercentagePercentages. Amounts borrowed under this Section 2.01(ba) and repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

The Term Borrowings. (i) Subject to the terms and conditions set forth herein, (i,each(A) each Tranche A The Additional Term Loan B-3 Lender severally agrees to make a term loan (in an aggregate principal amount equal to the Parent Additional Term B-3 Commitment) to the Borrower a single loan on the Closing Date one or more loans denominated in Dollars in an aggregate Dollar Amount amount not to exceed the amount of such Term Lender’s Term B Commitment;Amendment No. 3 Effective Date in a single advance in Dollars (together with each Converted Term B Loan converted into a Term B-3 Loan and each Converted Term B-2 Loan converted into a Term B-3 Loan as contemplated by clauses (B) and (C) of this Section 2.01(a)(i), the “Term B-3 Loans”), (B) each Converted Term B Loan of each Term B Converting Lender shall be converted into a Term B-3 Loan of such Lender effective as of the Amendment No. 3 Effective Date in a principal amount equal to the principal amount of such Tranche A Term Loan B Lender’s Tranche A Converted Term B Loan Commitment on immediately prior to such conversion and (C) each Converted Term B-2 Loan of each Term B-2 Converting Lender shall be converted into a Term B-3 Loan of such Lender effective as of the Closing Date; Amendment No. 3 Effective Date in a principal amount equal to the principal amount of such Term B-2 Lender’s Converted Term B Loan immediately prior to such conversion and (ii) subject to the terms and conditions set forth in any Incremental Amendment or Refinancing Amendment providing for, as applicable, the making, exchange, renewal, replacement or refinancing of Term Loans, each Tranche B Term Loan Lender party thereto severally agrees to make to to, as applicable, make, exchange, renew, replace or refinance Term Loans on the Parent Borrower and the Subsidiary Co-Borrowers (which shall be allocated among them ratably in accordance with the Designated Amounts) a single loan denominated in Dollars date specified therein in an aggregate Dollar Amount equal to such Tranche B Term Loan Lender’s Tranche B Term Loan Commitment on the Closing Date; (iii) each Tranche C Term Loan Lender severally agrees to make to the Parent Borrower a single loan denominated in Dollars in an aggregate Dollar Amount equal to such Tranche C Term Loan Lender’s Tranche C Term Loan Commitment on the Closing Date; (iv) each Delayed Draw 1 Term Loan Lender severally agrees to make to the Parent Borrower loans denominated in Dollars as elected by the Parent Borrower pursuant to Section 2.02 on not more than three occasions on any Business Day on or after the Closing Date to the Delayed Draw Term Loan 1 Commitment Termination Date in an aggregate Dollar Amount amount not to exceed its Delayed Draw 1 Term Loan Commitment; provided that all proceeds the amount of such loans shall be used to repay, redeem, repurchase, defease or otherwise satisfy the Designated 2010 Retained Existing Notes and (v) each Delayed Draw 2 Term Loan Lender severally agrees to make to the Parent Borrower loans denominated in Dollars Lender’s Term Commitment as elected by the Parent Borrower pursuant to Section 2.02 on not more than two occasions on any Business Day after the Closing Date to the Delayed Draw Term Loan 2 Commitment Termination Date in an aggregate Dollar Amount not to exceed its Delayed Draw 2 Term Loan Commitment; provided that all proceeds of such loans shall be used to repay, redeem, repurchase, defease or otherwise satisfy the Designated 2009 Retained Existing Notesset forth therein. Amounts borrowed borrowed, exchanged, renewed, replaced or refinanced under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

The Term Borrowings. Subject to the terms and conditions set forth herein, herein (including Section 4.03 for Delayed Draw Term Loans) (i) each Tranche Term A Lender with an Initial Term A Loan Lender Commitment severally agrees to make (or continue, with respect to Term Loans outstanding under this Agreement prior to the Parent Borrower a single loan denominated First Amendment Effective Date, which (to the extent provided in the First Amendment) shall constitute Initial Term A Loans hereunder, subject to reallocation among the Term Lenders, as provided in the First Amendment) Initial Term A Loans in Dollars to the Borrower on the First Amendment Effective Date in an aggregate Dollar Amount equal amount not to such Tranche exceed the Initial Term A Term Loan Lender’s Tranche A Term Loan Commitment on the Closing Date; of such Term Lender, (ii) each Tranche B Term Loan A Lender with a Delayed Draw Term Commitment severally agrees to make Delayed Draw Term Loans to the Parent Borrower and the Subsidiary Co-Borrowers (which shall be allocated among them ratably in accordance with the Designated Amounts) a single loan denominated in Dollars Borrowing during the Delayed Draw Availability Period in an aggregate Dollar Amount equal amount not to exceed the Delayed Draw Term Commitment of such Tranche B Term Loan Lender’s Tranche B Term Loan Commitment on the Closing Date; Lender and (iii) each Tranche C Term Loan B Lender with a Term B Commitment on the First Amendment Effective Date severally agrees to make (or continue, with respect to Term Loans outstanding under this Agreement prior to the Parent Borrower a single loan denominated First Amendment Effective Date, which (to the extent provided in the First Amendment) shall constitute Term B Loans hereunder, subject to reallocation among the Term Lenders, as provided in the First Amendment) Term B Loans in Dollars in an aggregate Dollar Amount equal to such Tranche C Term Loan Lender’s Tranche C Term Loan Commitment the Borrower on the Closing Date; (iv) each Delayed Draw 1 Term Loan Lender severally agrees to make to the Parent Borrower loans denominated in Dollars as elected by the Parent Borrower pursuant to Section 2.02 on not more than three occasions on any Business Day on or after the Closing Date to the Delayed Draw Term Loan 1 Commitment Termination First Amendment Effective Date in an aggregate Dollar Amount amount not to exceed its Delayed Draw 1 the initial Term B Loan Commitment; provided that all proceeds Commitment of such loans shall be used to repay, redeem, repurchase, defease or otherwise satisfy the Designated 2010 Retained Existing Notes and (v) each Delayed Draw 2 Term Loan Lender severally agrees to make to the Parent Borrower loans denominated in Dollars as elected by the Parent Borrower pursuant to Section 2.02 on not more than two occasions on any Business Day after the Closing Date to the Delayed Draw Term Loan 2 Commitment Termination Date in an aggregate Dollar Amount not to exceed its Delayed Draw 2 Term Loan Commitment; provided that all proceeds of such loans shall be used to repay, redeem, repurchase, defease or otherwise satisfy the Designated 2009 Retained Existing NotesB Lender. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or Eurocurrency Eurodollar Rate Loans, Loans as further provided herein.