Common use of The Term Borrowings Clause in Contracts

The Term Borrowings. Subject to the terms and conditions set forth herein, each Class A 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 A Term Lender’s Commitment in respect of Class A Term Loans. 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 Class Tranche A Term Loan Lender severally agrees to make to Nielsen, on the Fourth A&R Effective Date, loans Parent Borrower a single loan denominated in Dollars in an aggregate amount 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 the amount its Delayed Draw 1 Term Loan Commitment; provided that all proceeds of such Class A 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 Lender’s 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 respect an aggregate Dollar Amount not to exceed its Delayed Draw 2 Term Loan Commitment; provided that all proceeds of Class A Term Loanssuch loans shall be used to repay, redeem, repurchase, defease or otherwise satisfy the Designated 2009 Retained Existing Notes. 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, herein (including Section 4.03 for Delayed Draw Term Loans) (i) each Class Term A Lender with an Initial Term Lender A Loan Commitment severally agrees to make (or continue, with respect to Nielsen, on Term Loans outstanding under this Agreement prior to the Fourth A&R First Amendment Effective Date, loans denominated 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 amount not to exceed the Initial Term A Loan Commitment of such Term Lender, (ii) each Term A Lender with a Delayed Draw Term Commitment severally agrees to make Delayed Draw Term Loans to the Borrower in a single Borrowing during the Delayed Draw Availability Period in an aggregate amount not to exceed the amount Delayed Draw Term Commitment of such Class A Lender and (iii) each Term 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 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 to the Borrower on the First Amendment Effective Date in an amount not to exceed the initial Term B Loan Commitment of such Term B Lender’s Commitment in respect of Class A Term Loans. 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 Eurodollar Rate Loans, 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. (i) Subject to the terms and conditions set forth herein, each Class A ,each(A) The Additional Term B-3 Lender severally agrees to make a term loan (in an aggregate principal amount equal to Nielsen, the Additional Term B-3 Commitment) to the Borrower on the Fourth A&R Effective Date, Closing Date one or more loans denominated in Dollars in an aggregate amount not to exceed the amount of such Class A Term Lender’s Commitment Term B Commitment;Amendment No. 3 Effective Date in respect 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 Class A 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 Term B Lender’s Converted Term B Loan 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 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 Term Lender party thereto severally agrees to, as applicable, make, exchange, renew, replace or refinance Term Loans on the date specified therein in an aggregate amount not to exceed the amount of such Term Lender’s Term Commitment as set forth therein. Amounts borrowed borrowed, exchanged, renewed, replaced or refinanced 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, (A) each Class A Original Term Lender with an Original Term Commitment on the Closing Date severally agrees to make to Nielsen, the Borrower on the Fourth A&R Closing Date a single loan denominated in Dollars in a principal amount equal to such Original Term Lender's Original Term Commitment on the Closing Date (each, an “Original Term Loan” and, collectively, the “Original Term Loans”), (B) each 2007 Term Lender with a 2007 Term Commitment on the NEWYORK 7904486 (2K) First Incremental Amendment Effective Date severally agrees to make to the Borrower on the First Incremental Amendment Effective Date a single loan denominated in Dollars in a principal amount equal to such 2007 Term Lender's 2007 Term Commitment on the First Incremental Amendment Effective Date (each, a “2007 Term Loan” and, collectively, the “2007 Term Loans”) and (C) on the Second Amendment Effective Date, loans (i) (x) a portion of the Original Term Loan of each Original Term Lender outstanding on such date shall be automatically converted on such date into a new term loan of such Lender hereunder denominated in Dollars in an aggregate principal amount not equal to exceed the amount B-1 Term Loan Amount of such Class A 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 of each 2007 Term Lender outstanding on such date shall be automatically converted on such date into a new term loan of such Lender hereunder denominated in Dollars in an aggregate principal amount equal to the B-2 Term Loan Amount of such 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 automatically converted on such date into a new term loan of such Lender hereunder denominated in Dollars in an aggregate principal amount equal to 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 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 Lender hereunder in an aggregate principal amount equal to the B-3 Term Commitment (2007 Term Loan) of such Extending B-3 Term Lender’s Commitment in respect of Class A Term Loans. Amounts borrowed under this paragraph of Section 2.01(a) and repaid or prepaid may not be reborrowed. Class A Subject to Section 2.02(c), 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, each Class A Term Lender severally agrees to make a single loanor continue, as applicable, Term Loans to Nielsen, the Borrower on the Fourth A&R Effective Date, loans denominated in Dollars Closing Date in an aggregate amount not to exceed the amount of such Class A Term Lender’s Term Commitment as of the Closing Date, inAmendment No. 2 Effective Date in respect the aggregate principal amount for all Lenders of Class A $300,000,000 (the “Term LoansLoan Advance”). The Term Borrowing shall consist of Term Loans made simultaneously by the Term Lenders in accordance with their respective Applicable Term Commitment Percentage. 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 Eurodollar Rate Loans, as further provided herein. Notwithstanding , being the foregoing or any other provision $292,500,000 Outstanding Amount 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 immediately prior (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 ii)Subject to the terms and conditions set forth herein, each Class B-1 Term Lender severally agrees to make re-advance to Nielsen, the Borrowerto the Amendment No. 2 Effective Date plus the readvance of $7,500,000 (the “Amendment No. 2 Term Loan Advance”) on the Fourth A&R Amendment No. 12 Effective DateDate in an, loans denominated in Dollars 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 amount of “Delayed Draw Term Loan Advance”), with such Class B-1 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 respect the aggregate amount for all Lenders, of Class B-1 $11,250,000 (the “Amendment No. 1 Term LoansLoan 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 paragraph of Section 2.01(a2.01(ba) and repaid or prepaid may not be reborrowed. Class B-1 Term Loans may be Base Rate Loans or Eurocurrency Eurodollar 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, in the Amendment and Restatement Agreement or in the Second Amendment and Restatement Agreement, as applicable, (i) each Class A Term Lender (as defined in the Original Credit Agreement or Amendment No. 2, as applicable) or New Term Lender made a Term Loan (as defined in the Original Credit Agreement or Amendment No. 2, as applicable) to the Borrower on the Closing Date or on the Amendment No. 2 Effective Date, (ii) on the Restatement Effective Date, each Term Loan made on the Closing 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 Extended Maturity Term Lender severally agrees agreed to make to Nielsen, convert its existing Term Loans made on the Fourth A&R 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, loans denominated in Dollars in an aggregate amount not to exceed (iv) as of the amount of such Class A Restatement Effective Date, the New Term Lender’s Commitment in respect of Class A Loans made on the Amendment No. 2 Effective Date remained outstanding as New Term Loans, (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 Tranche B-2 Term Lender has severally agreed to make a Tranche B-2 Term Loan to the Borrower on the Second Restatement Effective Date. 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 For the foregoing or any other provision avoidance of this Agreementdoubt, (i) any Cashless Option Lender (as defined in and in accordance with of the Fourth Amendment Agreement) shall not make its Class A Term Loan in cash on Second Restatement Effective Date, the Fourth A&R Effective Date but shall be deemed to have made its Class A only Term Loans outstanding under this Agreement by exchanging (i.e. rolling over) its Term Loans (as defined in are 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 Tranche B-1 Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. Notwithstanding and 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 Tranche 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.