SENIOR SECURED LOAN AGREEMENT Dated as of June 8, 2009 among NIELSEN FINANCE LLC as Borrower, THE GUARANTORS PARTY HERETO FROM TIME TO TIME GOLDMAN SACHS LENDING PARTNERS LLC, as Administrative Agent, and THE OTHER LENDERS PARTY HERETO FROM TIME TO...

Exhibit 4.1(g)

EXECUTION VERSION

SENIOR SECURED LOAN AGREEMENT

Dated as of June 8, 2009

among

XXXXXXX FINANCE LLC

as Borrower,

THE GUARANTORS PARTY HERETO FROM TIME TO TIME

XXXXXXX SACHS LENDING PARTNERS LLC,

as Administrative Agent,

and

THE OTHER LENDERS PARTY HERETO FROM TIME TO TIME

XXXXXXX XXXXX LENDING PARTNERS LLC

as Sole Lead Arranger

TABLE OF CONTENTS


		Page
ARTICLE I.
DEFINITIONS AND ACCOUNTING TERMS

Section 1.01	Defined Terms.	1
Section 1.02	Other Interpretive Provisions.	45
Section 1.03	Accounting Terms.	46
Section 1.04	Rounding.	46
Section 1.05	References to Agreements, Laws, Etc.	47
Section 1.06	Times of Day.	47
Section 1.07	Timing of Payment of Performance.	47

ARTICLE II.
THE COMMITMENTS AND BORROWINGS

Section 2.01	The Loans.	47
Section 2.02	Borrowings of Loans.	47
Section 2.03	[Reserved.]	48
Section 2.04	[Reserved.]	48
Section 2.05	Prepayments.	48
Section 2.06	Termination of Commitments.	54
Section 2.07	Repayment of Loans.	54
Section 2.08	Interest.	54
Section 2.09	Fees.	55
Section 2.10	Computation of Interest and Fees.	55
Section 2.11	Evidence of Indebtedness.	55
Section 2.12	Payments Generally.	56
Section 2.13	Sharing of Payments.	57

ARTICLE III.
TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY

Section 3.01	Taxes.	58
Section 3.02	[Reserved.]	60
Section 3.03	[Reserved.]	60
Section 3.04	Increased Cost and Reduced Return; Capital Adequacy.	60
Section 3.05	[Reserved.]	61
Section 3.06	Matters Applicable to All Requests for Compensation.	61
Section 3.07	Replacement of Lenders under Certain Circumstances.	61
Section 3.08	Survival.	63

ARTICLE IV.
CONDITIONS PRECEDENT

Section 4.01	Conditions Precedent.	63

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ARTICLE V.
REPRESENTATIONS AND WARRANTIES

Section 5.01	Existence, Qualification and Power; Compliance with Laws.	65
Section 5.02	Authorization; No Contravention.	65
Section 5.03	Governmental Authorization; Other Consents.	65
Section 5.04	Binding Effect.	66
Section 5.05	Financial Statements; No Material Adverse Effect.	66
Section 5.06	Litigation.	67
Section 5.07	No Default.	67
Section 5.08	Ownership of Property; Liens.	67
Section 5.09	Environmental Compliance.	67
Section 5.10	Taxes.	68
Section 5.11	ERISA Compliance.	69
Section 5.12	Subsidiaries; Equity Interests.	69
Section 5.13	Margin Regulations; Investment Company Act.	69
Section 5.14	Disclosure.	70
Section 5.15	Labor Matters.	70
Section 5.16	Patriot Act.	70
Section 5.17	Intellectual Property; Licenses, Etc.	71
Section 5.18	Solvency.	72
Section 5.19	Ranking.	72
Section 5.20	Security Documents.	72

ARTICLE VI.
COVENANTS

Section 6.01	Reports and Other Information.	72
Section 6.02	Compliance Certificate.	74
Section 6.03	Limitation on Restricted Payments	74
Section 6.04	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.	83
Section 6.05	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.	85
Section 6.06	Asset Sales.	92
Section 6.07	Transaction with Affiliates.	92
Section 6.08	Liens.	95
Section 6.09	Offer to Purchase Upon Change of Control.	95
Section 6.10	Limitation on Guarantees of Indebtedness by Restricted Subsidiaries.	97
Section 6.11	Merger, Consolidation or Sale of All or Substantially All Assets.	97
Section 6.12	Additional Collateral and Guarantors	100
Section 6.13	Post-Closing Requirements.	101
Section 6.14	Notices under Senior Credit Facilities, Information and Inspection.	101
Section 6.15	Suspension of Certain Covenants	102

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ARTICLE VII.
EVENTS OF DEFAULT AND REMEDIES
Section 7.01	Events of Default.	103
Section 7.02	Remedies upon Event of Default.	105
Section 7.03	Application of Funds.	105

ARTICLE VIII.
ADMINISTRATIVE AGENT AND OTHER AGENTS

Section 8.01	Appointment and Authorization of Agents.	106
Section 8.02	Delegation of Duties.	107
Section 8.03	Liability of Agents.	107
Section 8.04	Reliance by Agents.	108
Section 8.05	Notice of Default.	108
Section 8.06	Credit Decision; Disclosure of Information by Agents.	109
Section 8.07	Indemnification of Agents.	109
Section 8.08	Agents in their Individual Capacities.	110
Section 8.09	Successor Agents.	110
Section 8.10	Administrative Agent May File Proofs of Claim.	111
Section 8.11	Collateral and Guaranty Matters.	112
Section 8.12	Arranger.	113
Section 8.13	Appointment of Supplemental Agents.	113
ARTICLE IX.
MISCELLANEOUS
Section 9.01	Amendments, Etc.	114
Section 9.02	Notices and Other Communications; Facsimile Copies.	116
Section 9.03	No Waiver; Cumulative Remedies.	118
Section 9.04	Attorney Costs and Expenses.	118
Section 9.05	Indemnification by the Borrower.	119
Section 9.06	Payments Set Aside.	120
Section 9.07	Successors and Assigns.	120
Section 9.08	Confidentiality.	124
Section 9.09	Setoff.	125
Section 9.10	Interest Rate Limitation.	125
Section 9.11	Counterparts.	125
Section 9.12	Integration.	126
Section 9.13	Severability.	126
Section 9.14	GOVERNING LAW.	126
Section 9.15	WAIVER OF RIGHT TO TRIAL BY JURY.	127
Section 9.16	Binding Effect.	127
Section 9.17	Judgment Currency.	127
Section 9.18	Lender Action.	128
Section 9.19	USA Patriot Act.	128
Section 9.20	No Fiduciary Duty.	128

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ARTICLE X.
GUARANTEE
Section 10.01	The Guarantee.	129
Section 10.02	Obligations Unconditional.	129
Section 10.03	Reinstatement.	131
Section 10.04	Subrogation; Subordination.	131
Section 10.05	Remedies.	131
Section 10.06	Instrument for the Payment of Money.	131
Section 10.07	Continuing Guarantee.	132
Section 10.08	General Limitation on Guarantee Obligations.	132
Section 10.09	Release of Guarantors.	132
Section 10.10	Right of Contribution.	133
Section 10.11	Certain Dutch Matters.	133

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SCHEDULES

1.01A				Commitments
5.08				Ownership of Property
5.09(b)				Environmental Matters
5.09(d)				Environmental Actions
5.10				Taxes
5.11(a)				ERISA Compliance
6.13(a)				Certain Collateral Documents
9.02				Administrative Agent’s Office, Certain Addresses for Notices

EXHIBITS

Form of

A				Committed Loan Notice
B				Note
C				Assignment and Assumption
D				Perfection Certificate
E				Amended and Restated Security Agreement
F				Intercreditor Agreement

SENIOR SECURED LOAN AGREEMENT

This SENIOR SECURED LOAN AGREEMENT (this “Agreement”) is entered into as of June 8, 2009, among Xxxxxxx Finance LLC, a Delaware limited liability company (together with its successors and assigns, “Nielsen” or the “Borrower”), the Guarantors party hereto from time to time, Xxxxxxx Sachs Lending Partners LLC, as Administrative Agent and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).

PRELIMINARY STATEMENTS

The Borrower has requested that the Lenders extend credit to the Borrower in the form of Term Loans in an initial aggregate principal amount of $500,000,000. The applicable Lenders have indicated their willingness to lend on the terms and subject to the conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I.

Definitions and Accounting Terms

Section 1.01 Defined Terms.

As used in this Agreement, the following terms shall have the meanings set forth below:

“11 1/2% Senior Notes” means the Issuer’s 11 1/2% Senior Notes due 2016 issued May 1, 2009.

“11 1/2% Senior Notes Indenture” means the indenture dated as of May 1, 2009 governing the 11 1/2% Senior Notes.

“11 5/8% Senior Notes” means the Issuers’ 11 5/8% Senior Notes due 2014 issued January 27, 2009.

“11 5/8% Senior Notes Indenture” means the indenture dated as of January 27, 2009 governing the 11 5/8% Senior Notes.

“Acceptable Commitment” has the meaning set forth in Section 2.05(b)(i)(A)(2).

“ACN” means ACN Holdings, Inc., a Delaware corporation.

“Acquired Indebtedness” means, with respect to any specified Person,

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such specified Person, and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Additional Senior Secured Obligations” means the Loan Obligations and any other Senior Secured Obligations that are Incurred after the Closing Date (other than Indebtedness incurred under the Senior Credit Facilities pursuant to clause (b)(1) of Section 6.05) and secured by the Common Collateral ratably with the Loan Obligations on a first priority basis pursuant to the Security Documents.

“Additional Senior Secured Party” means the holders of any Additional Senior Secured Obligations, including the Lenders, and any Authorized Representative with respect thereto, including the Administrative Agent.

“Administrative Agent” means Xxxxxxx Xxxxx Lending Partners LLC, in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“Administrative Agent’s Office” means, with respect to any currency, the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 9.02 with respect to such currency, or such other address or account with respect to such currency as the Administrative Agent may from time to time notify the Borrower and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Agent-Related Persons” means the Administrative Agent, together with their respective Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

“Aggregate Commitments” means the Commitments of all the Lenders.

“Agreement” means this Senior Secured Loan Agreement, as the same may be amended, supplemented or otherwise modified from time to time.

“Agreement Currency” has the meaning set forth in Section 9.17.

“Anti-Terrorism Laws” has the meaning set forth in Section 5.16.

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“Applicable Premium” means, with respect to any Loans on any Prepayment Date, the greater of:

(a) 1.0% of the principal amount of such Loans on such Prepayment Date; and

(b) the excess, if any, of (i) the present value at such Prepayment Date of (A) the prepayment percentage of the principal amount of such Loans at June 8, 2013 (such prepayment price being set forth in the table in Section 2.05(a)(i)) and all required interest payments due on such Loans through June 8, 2013 (excluding accrued but unpaid interest to the Prepayment Date), computed using a discount rate equal to the Treasury Rate as of such Prepayment Date plus 50 basis points; over (ii) the principal amount of such Loans.

“Approved Electronic Communications” means any notice, demand, communication, information, document or other material that any Loan Party provides to Administrative Agent pursuant to any Loan Document or the transactions contemplated therein which is distributed to Administrative Agent or the Collateral Agent or to Lenders by means of electronic communications pursuant to Section 9.02(d).

“Approved Fund” means any Fund that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages a Lender.

“Arranger” means Xxxxxxx Sachs Lending Partners LLC in its capacity as sole lead arranger.

“Asset Sale” means:

(1) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a Sale and Lease-Back Transaction) of a Covenant Party or any of the Restricted Subsidiaries (each referred to in this definition as a “disposition”); or

(2) the issuance or sale of Equity Interests of any Covenant Party or any Restricted Subsidiary, whether in a single transaction or a series of related transactions;

in each case, other than:

(a) any disposition of Cash Equivalents or Investment Grade Securities or obsolete or worn out equipment in the ordinary course of business or any disposition of inventory or goods (or other assets) held for sale in the ordinary course of business;

(b) the disposition of all or substantially all of the assets of the Covenant Parties and the Restricted Subsidiaries in a manner permitted pursuant to the provisions of Section 6.11 or any disposition that constitutes a Change of Control pursuant to this Agreement;

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(c) the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under Section 6.03;

(d) any disposition of assets or issuance or sale of Equity Interests of any Covenant Party or Restricted Subsidiary in any transaction or series of transactions with an aggregate fair market value of less than $50 million;

(e) any disposition of property or assets or issuance of securities by a Restricted Subsidiary or a Covenant Party to another Covenant Party or by a Covenant Party or a Restricted Subsidiary to another Restricted Subsidiary;

(f) to the extent allowable under Section 1031 of the Internal Revenue Code of 1986, any exchange of like property (excluding any boot thereon) for use in a Similar Business;

(g) the lease, assignment or sub-lease of any real or personal property in the ordinary course of business;

(h) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(i) any issuance or sale of Equity Interests of VNU HF;

(j) foreclosures on assets;

(k) sales of accounts receivable, or participations therein, in connection with any Receivables Facility;

(l) any sale, conveyance, transfer or other disposition of the Transactions Intercompany Obligations; and

(m) any financing transaction with respect to property built or acquired by a Covenant Party or any Restricted Subsidiary after August 9, 2006 including Sale and Lease-Back Transactions and asset securitizations permitted by this Agreement.

“Asset Sale Offer” has the meaning set forth in Section 2.05(b)(i)(B)(2).

“Asset Sale Offer Payment Date” has the meaning set forth in Section 2.05(b)(i)(E).

“Asset Sale Prepayment Amount” means:

(1) at any time after the Closing Date and prior to the repayment, redemption, repurchase, defeasance or other acquisition or retirement of at least $150 million of Indebtedness under Credit Facilities and $100 million aggregate principal amount of Loans with the Net Proceeds of Asset Sales, $0;

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(2) at any time after the repayment, redemption, repurchase, defeasance or other acquisition or retirement of at least $150 million (but less than $650 million) of Indebtedness under Credit Facilities and $100 million (but less than $200 million) aggregate principal amount of Loans with the Net Proceeds of Asset Sales, $50 million less the aggregate amount of Net Proceeds, if any, previously applied to the repayment, redemption, repurchase, defeasance or other acquisition or retirement of Subordinated Indebtedness under Section 6.03(b)(14) or Indebtedness that does not constitute Senior Secured Obligations under Section 2.05(b)(i)(A)(e), in each case pursuant to this clause (2);

(3) at any time after the repayment, redemption, repurchase, defeasance or other acquisition or retirement of at least $650 million of Indebtedness under Credit Facilities and $200 million aggregate principal amount of Loans with the Net Proceeds of Asset Sales, $100 million less, without duplication, the aggregate amount of Net Proceeds, if any, previously applied to the repayment, redemption, repurchase, defeasance or other acquisition or retirement of Subordinated Indebtedness under Section 6.03(b)(14) or Indebtedness that does not constitute Senior Secured Obligations under Section 2.05(b)(i)(A)(e), in each case pursuant to clause (2) above and/or this clause (3).

“Assignees” has the meaning set forth in Section 9.07(b).

“Assignment and Assumption” means an Assignment and Assumption substantially in the form of Exhibit C.

“Attorney Costs” means and includes all reasonable fees, expenses and disbursements of any law firm or other external legal counsel.

“Audited Financial Statements” means the audited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2008, and the related audited consolidated statements of income, of changes in shareholders’ equity and of cash flows for the Company and its Subsidiaries for the fiscal year ended December 31, 2008.

“Authorized Representative” means (i) in the case of any Senior Credit Facilities Obligations or the Senior Credit Facilities Secured Parties, the administrative agent under the Senior Credit Facilities, (ii) in the case of the Loan Obligations or the Lenders, the Administrative Agent and (iii) in the case of any Series of Additional Senior Secured Obligations or Additional Senior Secured Parties that become subject to the Intercreditor Agreement, the Authorized Representative named for such Series in the applicable joinder agreement.

“Borrower” has the meaning set forth in the introductory paragraph to this Agreement.

“Borrowing” means a borrowing consisting of simultaneous Loans made by each of the Lenders pursuant to Section 2.01.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located.

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“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

“Capitalized Software Expenditures” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by a Person and its Subsidiaries that are Covenants Parties or Restricted Subsidiaries during such period in respect of purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of such Person and such Subsidiaries.

“Cash Equivalents” means:

(1) United States dollars;

(2) (a) euro, or any national currency of any participating member state of the EMU; or

(b) in the case of any Covenant Party or Restricted Subsidiary, such local currencies held by them from time to time in the ordinary course of business;

(3) securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government, any member of the European Union or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition;

(4) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $500 million in the case of U.S. banks and $100 million (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks;

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(5) repurchase obligations for underlying securities of the types described in clauses (3) and (4) entered into with any financial institution meeting the qualifications specified in clause (4) above;

(6) commercial paper rated at least P-1 by Xxxxx’x or at least A-1 by S&P and in each case maturing within 24 months after the date of creation thereof;

(7) marketable short-term money market and similar securities having a rating of at least P-2 or A-2 from either Xxxxx’x or S&P, respectively (or, if at any time neither Xxxxx’x nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing within 24 months after the date of creation thereof;

(8) investment funds investing 95% of their assets in securities of the types described in clauses (1) through (7) above;

(9) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Xxxxx’x or S&P with maturities of 24 months or less from the date of acquisition;

(10) Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Xxxxx’x with maturities of 24 months or less from the date of acquisition; and

(11) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA– (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Xxxxx’x.

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) and (2) above, provided that such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as subsequently amended.

“CERCLIS” means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental Protection Agency.

“Change of Control” means the occurrence of any of the following:

(a) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Covenant Parties and the Restricted Subsidiaries, taken as a whole, to any Person other than a Permitted Holder; or

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(b) the Borrower becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than the Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of a majority or more of the total voting power of the Voting Stock of the Borrower.

“Closing Date” means the first date all of the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 4.01.

“Code” means the U.S. Internal Revenue Code of 1986 and rules and regulations related thereto.

“Collateral” means all property subject or purported to be subject, from time to time, to a Lien under any Security Documents.

“Collateral Agent” means the First Lien Collateral Agent, or any successor collateral agent.

“Collateral Asset Sale Offer” has the meaning set forth in Section 2.05(b)(i)(B)(1).

“Collateral Asset Sale Offer Payment Date” has the meaning set forth in Section 2.05(b)(i)(D).

“Collateral Excess Proceeds” has the meaning set forth in Section 2.05(b)(i)(B)(1).

“Commitment” means, as to each Lender, its obligation to make a Loan to the Borrower pursuant to Section 2.01 in an aggregate amount not to exceed the amount set forth opposite such Lender’s name on Schedule 1.01A or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The initial aggregate amount of the Commitments is $500,000,000.

“Committed Loan Notice” means a notice of a Borrowing substantially in the form of Exhibit A.

“Common Collateral” means, at any time, Collateral in which the holders of two or more Series of Senior Secured Obligations (or their respective Authorized Representatives) hold a valid and perfected security interest at such time. If more than two Series of Senior Secured Obligations are outstanding at any time and the holders of less than all Series of Senior Secured Obligations hold a valid and perfected security interest in any Collateral at such time then such Collateral shall constitute Common Collateral for those Series of Senior Secured Obligations that

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hold a valid security interest in such Collateral at such time and shall not constitute Common Collateral for any Series which does not have a valid and perfected security interest in such Collateral at such time.

“Company” means The Xxxxxxx Company B.V. (formerly known as VNU Group B.V.), a private company incorporated under the laws of The Netherlands, having its corporate seat in Haarlem, The Netherlands, together with its successors and assigns.

“Compensation Period” has the meaning set forth in Section 2.12(c)(ii).

“Consolidated Depreciation and Amortization Expense” means, with respect to any Person, for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees and Capitalized Software Expenditures and amortization of unrecognized prior service costs and actuarial gains and losses related to pensions and other post-employment benefits, of such Person and its Subsidiaries that are Covenant Parties or Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

“Consolidated Indebtedness” means, as of any date of determination, the sum, without duplication, of (1) the total amount of Indebtedness of the Covenant Parties and the Restricted Subsidiaries, plus (2) the aggregate liquidation value of all Disqualified Stock of the Borrower and the Restricted Guarantors and all Preferred Stock of the Restricted Subsidiaries that are not Guarantors, in each case, determined on a consolidated basis in accordance with GAAP.

“Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of:

(1) consolidated interest expense of such Person and its Subsidiaries that are Covenant Parties or Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash interest expense (but excluding any non-cash interest expense attributable to the movement in the xxxx to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations, and (e) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (w) any “additional interest” pursuant to any registration rights agreement with respect to notes issued by the Borrower, (x) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (y) any expensing of bridge, commitment and other financing fees and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Facility); plus

(2) consolidated capitalized interest of such Person and such Subsidiaries for such period, whether paid or accrued; plus

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(3) Restricted Payments made by such Person of the type permitted to be made by clause (15)(f) of Section 6.03(b); less

(4) interest income of such Person and such Subsidiaries for such period.

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by the Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

“Consolidated Leverage Ratio” means, as of the date of determination, the ratio of (a) the Consolidated Indebtedness of the Covenant Parties and the Restricted Subsidiaries on such date less the amount of cash and Cash Equivalents in excess of any Restricted Cash that would be stated on the balance sheet of the Covenant Parties and the Restricted Subsidiaries and held by the Covenant Parties and the Restricted Subsidiaries as of such date of determination, as determined in accordance with GAAP, to (b) EBITDA of the Covenant Parties and the Restricted Subsidiaries for the most recently ended four fiscal quarters ending immediately prior to such date for which internal financial statements are available.

In the event that a Covenant Party or any Restricted Subsidiary (i) incurs, assumes, guarantees, redeems, retires or extinguishes any Indebtedness (other than, for purposes of calculating EBITDA only, Indebtedness incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) or (ii) issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Consolidated Leverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Consolidated Leverage Ratio is made (the “Consolidated Leverage Ratio Calculation Date”), then the Consolidated Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period.

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business, and other operational changes that a Covenant Party or any of the Restricted Subsidiaries has determined to make and/or made during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Consolidated Leverage Ratio Calculation Date shall be calculated on a pro forma basis in accordance with GAAP assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations and other operational changes (and the change in any associated Fixed Charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into a Covenant Party or any of the Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued

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operation or operational change, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this definition, then the Consolidated Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation, discontinued operation or operational change had occurred at the beginning of the applicable four-quarter period.

For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Consolidated Leverage Ratio Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period except as set forth in the first paragraph of this definition. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Borrower may designate. Any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower as set forth in an Officer’s Certificate, to reflect (1) operating expense reductions and other operating improvements or synergies reasonably expected to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions) and (2) all adjustments of the nature used in connection with the calculation of “Pro Forma Adjusted EBITDA” as set forth in footnote 8 to the “Summary Historical and Pro Forma Financial Information” under “Offering Memorandum Summary” in the Original Offering Memorandum to the extent such adjustments, without duplication, continue to be applicable to such four-quarter period. Notwithstanding anything to the contrary, the aggregate amount of projected operating expense reductions, operating improvements and synergies included in any such pro forma calculation shall not exceed $125 million for any four consecutive quarter period (which adjustments may be incremental to pro forma adjustments made pursuant to the immediately preceding paragraph).

For the purposes of this definition, any amount in a currency other than U.S. dollars will be converted to U.S. dollars based on the average exchange rate for such currency for the most recent twelve month period immediately prior to the date of determination determined in a manner consistent with that used in calculating EBITDA for the applicable period.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Subsidiaries that are Covenant Parties or Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that, without duplication,

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(1) any after-tax effect of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses (including relating to the Transactions), duplicative running costs associated with the European Data Factory, severance, relocation costs and curtailments or modifications to pension and post-retirement employee benefit plans shall be excluded,

(2) the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period, including changes from international financial reporting standards to United States financial reporting standards,

(3) any after-tax effect of income (loss) from disposed or discontinued operations and any net after-tax gains or losses on disposal of disposed, abandoned or discontinued operations shall be excluded,

(4) any after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions other than in the ordinary course of business, as determined in good faith by the Borrower, shall be excluded,

(5) the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of such Person shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to such Person or a Subsidiary thereof that is a Covenant Party or a Restricted Subsidiary in respect of such period,

(6) solely for the purpose of determining the amount available for Restricted Payments under clause (3)(a) of Section 6.03(a), the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded if the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination wholly permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived, provided that Consolidated Net Income of the Covenant Parties will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) to a Covenant Party or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein,

(7) effects of purchase accounting adjustments (including the effects of such adjustments pushed down to such Person and such Subsidiaries) in component amounts required or permitted by GAAP, resulting from the application of purchase accounting in relation to the Transactions or any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded,

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(8) any after-tax effect of income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded,

(9) any impairment charge or asset write-off, in each case, pursuant to GAAP and the amortization of intangibles arising pursuant to GAAP shall be excluded,

(10) any non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights shall be excluded,

(11) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with the Transactions and any acquisition, Investment, Asset Sale, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (in each case, including any such transaction consummated prior to August 9, 2006 and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction shall be excluded, and

(12) accruals and reserves that are established within twelve months after August 9, 2006 that are so required to be established as a result of the Transactions in accordance with GAAP shall be excluded.

Notwithstanding the foregoing, for the purpose of Section 6.03 only (other than clause (3)(d) of Section 6.03(a)), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Covenant Parties and the Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from the Covenant Parties and the Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by any of the Covenant Parties or any of the Restricted Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under Section 6.03 pursuant to clause (3)(d) of Section 6.03(a).

“Consolidated Senior Secured Debt Ratio” means, as of the date of determination, the ratio of (a) the Consolidated Indebtedness of the Covenant Parties and the Restricted Subsidiaries consisting of Senior Secured Obligations and other Indebtedness referred to in clauses (11), (12) or (18) of Section 6.05, which, in each case, is secured by a Lien which is pari passu with or senior to the Liens securing the Loan Obligations, less the amount of cash and Cash Equivalents in excess of any Restricted Cash that would be stated on the balance sheet of the Covenant Parties and the Restricted Subsidiaries and held by the Covenant Parties and the Restricted Subsidiaries as of such date of determination, as determined in accordance with GAAP, to (b) EBITDA of the Covenant Parties and the Restricted Subsidiaries for the most recently ended four fiscal quarters ending immediately prior to such date for which internal financial statements are available.

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In the event that a Covenant Party or any Restricted Subsidiary (i) incurs, assumes, guarantees, redeems, retires or extinguishes any Indebtedness (other than, for purposes of calculating EBITDA only, Indebtedness incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) or (ii) issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Consolidated Senior Secured Debt Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Consolidated Secured Debt Ratio is made (the “Consolidated Senior Secured Debt Ratio Calculation Date”), then the Consolidated Senior Secured Debt Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period.

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business, and other operational changes that a Covenant Party or any of the Restricted Subsidiaries has determined to make and/or made during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Consolidated Senior Secured Debt Ratio Calculation Date shall be calculated on a pro forma basis in accordance with GAAP assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations and other operational changes (and the change in any associated Fixed Charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into a Covenant Party or any of the Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or operational change, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this definition, then the Consolidated Senior Secured Debt Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation, discontinued operation or operational change had occurred at the beginning of the applicable four-quarter period.

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first paragraph of this definition. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Borrower may designate. Any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower as set forth in an Officer’s Certificate, to reflect (1) operating expense reductions and other operating improvements or synergies reasonably expected to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions); and (2) all adjustments of the nature used in connection with the calculation of “Pro Forma Adjusted EBITDA” as set forth in footnote 8 to the “Summary Historical and Pro Forma Financial Information” under “Offering Memorandum Summary” in the Original Offering Memorandum to the extent such adjustments, without duplication, continue to be applicable to such four-quarter period. Notwithstanding anything to the contrary, the aggregate amount of projected operating expense reductions, operating improvements and synergies included in any such pro forma calculation shall not exceed $125 million for any four consecutive quarter period (which adjustments may be incremental to pro forma adjustments made pursuant to the immediately preceding paragraph).

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent,

(1) to purchase any such primary obligation or any property constituting direct or indirect security therefor,

(2) to advance or supply funds

(a) for the purchase or payment of any such primary obligation, or

(b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or

(3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

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“Covenant Parties” means each of VNU HF, VNU International, B.V., and the Borrower.

“Covenant Suspension Event” has the meaning set forth in Section 6.14(a).

“Credit Agreement” means the Credit Agreement, dated as of August 9, 2006, among the Borrower, Citibank, N.A., as administrative agent, the lenders party thereto from time to time, and the other parties named therein, as amended, restated, supplemented, waived or otherwise modified from time to time, including to the date hereof.

“Credit Facilities” means, with respect to a Covenant Party or any of the Restricted Subsidiaries, one or more debt facilities, including the Senior Credit Facilities, or other financing arrangements (including, without limitation, commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or other long-term indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 6.05) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, the Dutch Bankruptcy Act (Faillissementswet) and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, faillissement, surseance van betaling, onderbewindstelling, ontbinding, or similar debtor relief Laws of the United States, The Netherlands or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Default Rate” means 10.50% (ten and one-half percent) per annum, to the fullest extent permitted by applicable Laws

“Defaulting Lender” means any Lender that (a) has failed to fund any portion of the Loans required to be funded by it hereunder within one (1) Business Day of the date required to be funded by it hereunder, unless the subject of a good faith dispute or subsequently cured, (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one (1) Business Day of the date when due, unless the subject of a good faith dispute or subsequently cured, or (c) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.

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“Designated Non-cash Consideration” means the fair market value of non-cash consideration received by a Covenant Party or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Borrower, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

“Designated Preferred Stock” means Preferred Stock of a Covenant Party, a Restricted Subsidiary or any direct or indirect parent corporation thereof (in each case other than Disqualified Stock) that is issued for cash (other than to a Covenant Party or a Restricted Subsidiary or an employee stock ownership plan or trust established by a Covenant Party or any their respective Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate executed by the principal financial officer of the Borrower, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (3) of Section 6.03(a).

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely as a result of a change of control or asset sale) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the Loans or the date the Loans are no longer outstanding; provided, however, that if such Capital Stock is issued to any plan for the benefit of employees of the Covenant Parties or their respective Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased in order to satisfy applicable statutory or regulatory obligations.

“Dollar” and “$” mean lawful money of the United States.

“Domestic Subsidiary” means any Subsidiary of a Covenant Party that is organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof.

“EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person and its Subsidiaries that are Covenant Parties or Restricted Subsidiaries for such period

(1) increased (without duplication) by:

(a) provision for taxes based on income or profits or capital, including, without limitation, state, franchise and similar taxes and foreign withholding taxes of such Person and such Subsidiaries paid or accrued during such period deducted (and not added back) in computing Consolidated Net Income; plus

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(b) Fixed Charges (other than clause (3) of the definition of Consolidated Interest Expense, except to the extent that such amount has been deducted in the calculation of Consolidated Net Income) of such Person and such Subsidiaries for such period (including (x) net losses on Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk and (y) costs of surety bonds in connection with financing activities, in each case, to the extent included in Fixed Charges) to the extent the same was deducted (and not added back) in calculating such Consolidated Net Income; plus

(c) Consolidated Depreciation and Amortization Expense of such Person and such Subsidiaries for such period to the extent the same were deducted (and not added back) in computing Consolidated Net Income; plus

(d) any expenses or charges (other than depreciation or amortization expense) related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or the incurrence or repayment of Indebtedness permitted to be incurred by this Agreement (including a refinancing thereof) (whether or not successful), including (i) such fees, expenses or charges related to the borrowing of the Loans and the Senior Subordinated Discount Notes and the Credit Facilities, (ii) any amendment or other modification of the Loans, and, in each case, deducted (and not added back) in computing Consolidated Net Income, (iii) any “additional interest” pursuant to any registration rights agreement with respect to notes issued by the Borrower and (iv) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Facility; plus

(e) the amount of any business optimization expense and restructuring charge or reserve deducted (and not added back) in such period in computing Consolidated Net Income, including any restructuring costs incurred in connection with acquisitions after August 9, 2006 costs related to the closure and/or consolidation of facilities, retention charges, systems establishment costs and excess pension charges; plus

(f) any other non-cash charges, including any write offs or write downs, reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA in such future period to the extent paid, but excluding from this proviso, for the avoidance of doubt, amortization of a prepaid cash item that was paid in a prior period); plus

(g) the amount of any minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in any non-Wholly-Owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income; plus

(h) the amount of management, monitoring, consulting, transaction and advisory fees and related expenses paid in such period to the Investors to the extent otherwise permitted under Section 6.07; plus

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(i) the amount of loss on sale of receivables and related assets to the Receivables Subsidiary in connection with a Receivables Facility; plus

(j) any costs or expense incurred by such Person or any such Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Borrower or a Restricted Guarantor or net cash proceeds of an issuance of Equity Interest of the Borrower or Restricted Guarantor (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation set forth in clause (3) of Section 6.03(a);

(2) decreased by (without duplication) (a) non-cash gains increasing Consolidated Net Income of such Person and such Subsidiaries for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period and (b) solely for the purpose of calculating EBITDA on a cumulative basis for purposes of clause (3)(a) of Section 6.03(a) the amount of cost savings set forth in the adjustments used in connection with the calculation of “Pro Forma Adjusted EBITDA” as set forth in footnote 8 to the “Summary Historical and Pro Forma Financial Information” under “Offering Memorandum Summary” in the Original Offering Memorandum; and

(3) increased or decreased by (without duplication):

(a) any net gain or loss resulting in such period from Hedging Obligations and the application of Statement of Financial Accounting Standards No. 133 and International Accounting Standards No. 39 and their respective related pronouncements and interpretations; plus or minus, as applicable,

(b) any net gain or loss resulting in such period from currency translation gains or losses related to currency remeasurements of indebtedness (including any net loss or gain resulting from hedge agreements for currency exchange risk).

“Eligible Assignee” has the meaning set forth in Section 9.07(a).

“EMTN Notes” means Indebtedness in respect of notes outstanding on the Closing Date pursuant to the Parent’s Euro Medium Term Note Programme.

“EMU” means economic and monetary union as contemplated in the Treaty on European Union.

“Environment” means indoor air, ambient air, surface water, groundwater, drinking water, land surface, subsurface strata, and natural resources such as wetlands, flora and fauna.

“Environmental Laws” means the common law and any and all Federal, state, local, and foreign statutes, Laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to

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pollution, the protection of the Environment or, to the extent relating to exposure to Hazardous Materials, human health or to the Release or threat of Release of Hazardous Materials into the Environment.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of investigation and remediation, fines, penalties or indemnities), of the Loan Parties or any Restricted Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials into the Environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.

“Equity Offering” means any public or private sale of common stock or Preferred Stock of VNU HF or of a direct or indirect parent of VNU HF (excluding Disqualified Stock), other than:

(1) public offerings with respect to any such Person’s common stock registered on Form S-8;

(2) issuances to a Covenant Party or any Subsidiary of a Covenant Party; and

(3) any such public or private sale that constitutes an Excluded Contribution.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that is under common control with a Loan Party or any Restricted Subsidiary within the meaning of Section 414 of the Code or Section 4001 of ERISA.

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by a Loan Party, any Restricted Subsidiary or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by a Loan Party, any Restricted Subsidiary or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of

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ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon a Loan Party, any Restricted Subsidiary or any ERISA Affiliate.

“euro” means the single currency of participating member states of the EMU.

“Event of Default” has the meaning specified in Section 7.01.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceeds received by or contributed to a Covenant Party from,

(1) contributions to its common equity capital, and

(2) the sale (other than to a Covenant Party or a Subsidiary of a Covenant Party or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of a Covenant Party or a Subsidiary of a Covenant Party) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of VNU HF or any direct or indirect parent of VNU HF,

in each case designated as Excluded Contributions pursuant to an Officer’s Certificate on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation set forth in clause (3) of Section 6.03(a).

“Excluded Subsidiary” means (a) any Subsidiary that is not a wholly owned Subsidiary, (b) any Subsidiary of a Guarantor that does not have assets or annual revenues in excess of $50,000,000 (or $100,000,000 in the case of XX Xxxxxxx, S.A. de C.V., Xxxxxxx Book Services Limited and VNU Business Publications Ltd.), (c) any Subsidiary that is prohibited by applicable Law or Contractual Obligations existing on the Closing Date from guaranteeing the Obligations, (d) any Restricted Subsidiary acquired pursuant to a Permitted Acquisition financed with secured Indebtedness incurred pursuant to Section 6.05(b)(18) and each Restricted Subsidiary thereof that guarantees such Indebtedness; provided that each such Restricted Subsidiary shall cease to be an Excluded Subsidiary under this clause (d) if such secured Indebtedness is repaid or becomes unsecured or if such Restricted Subsidiary ceases to guarantee such secured Indebtedness, as applicable, (e) any other Subsidiary with respect to which, in the reasonable judgment of the Applicable Authorized Representative, the cost or other consequences (including any adverse tax consequences) of providing a Guarantee shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (f) any Receivables Subsidiary, and (g) any Foreign Subsidiary of ACN or VNU, Inc. or of any other Domestic Subsidiary.

“Executive Order” has the meaning set forth in Section 5.16.

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“Existing Senior Notes” means the Original Notes, the Issuers’ additional $220 million of 10% Senior Notes due 2014 issued on April 16, 2008, the 11 5/8% Senior Notes and the 11 1/2% Senior Notes.

“Existing Senior Notes Indenture” means the indenture dated as of August 9, 2006, as supplemented, governing the Original Notes and the Issuers’ additional $220 million of 10% Senior Notes due 2014 issued on April 16, 2008, the 11 5/8% Senior Notes Indenture and the 11 1/2% Senior Notes Indenture.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Citibank, N.A. on such day on such transactions as determined by the Administrative Agent.

“First Lien Collateral Agent” means Citibank, N.A., in its collective capacities as (i) Collateral Agent hereunder, (ii) administrative agent and collateral agent for the lenders and other secured parties under the Senior Credit Facilities and the other Senior Secured Documents and (iii) as collateral agent for the Additional Senior Secured Parties, together with its successors and permitted assigns under the Senior Credit Facilities, this Agreement and the Senior Secured Documents exercising substantially the same rights and powers; and in each case provided that if such First Lien Collateral Agent is not Citibank, N.A., such First Lien Collateral Agent shall have become a party to the Intercreditor Agreement and the other applicable First Lien Security Documents.

“First Lien Security Documents” means the Security Documents and any other agreement, document or instrument pursuant to which a Lien is granted or purported to be granted securing Additional Senior Secured Obligations or under which rights or remedies with respect to such Liens are governed, in each case to the extent relating to the collateral securing the Additional Senior Secured Obligations.

“First Priority After-Acquired Property” means any property or asset of the Borrower or any Guarantor that secures any Senior Credit Facility Obligations or any other Senior Secured Obligations that is not already subject to the Lien under the Security Documents securing the Loan Obligations.

“Fixed Charges” means, with respect to any Person for any period, the sum, without duplication, of:

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(1) Consolidated Interest Expense of such Person and its Subsidiaries that are Covenant Parties or Restricted Subsidiaries for such period; plus

(2) all cash dividends or other distributions paid to any Person other than such Person or any such Subsidiary (excluding items eliminated in consolidation) on any series of Preferred Stock of a Covenant Party or a Restricted Subsidiary during such period; plus

(3) all cash dividends or other distributions paid to any Person other than such Person or any such Subsidiary (excluding items eliminated in consolidation) on any series of Disqualified Stock of a Covenant Party or a Restricted Subsidiary during such period.

“Foreign Parent” means The Xxxxxxx Company B.V. (f/k/a VNU Group B.V.), VNU Intermediate Holding B.V. and any other direct or indirect parent organization of a Covenant Party that is a subsidiary of The Xxxxxxx Company B.V.

“Foreign Subsidiary” means any Restricted Subsidiary that is not a Guarantor and that is not organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof and any Restricted Subsidiary of such Foreign Subsidiary.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course.

“GAAP” means generally accepted accounting principles in the United States which are in effect on August 9, 2006.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Government Securities” means securities that are:

(1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or

(2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific

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payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

“Granting Lender” has the meaning specified in Section 9.07(h).

“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

“Guarantee” means the guarantee by any Guarantor of the Borrower’s Obligations under this Agreement.

“Guaranteed Obligations” has the meaning specified in Section 10.01.

“Guarantor” means, each Person that Guarantees the Loans in accordance with the terms of this Agreement and the Security Documents.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, mold, infectious or medical wastes that are regulated pursuant to, or the Release or exposure to which could give rise to liability under, applicable Environmental Law.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar agreement providing for the transfer or mitigation of interest rate or currency risks either generally or under specific contingencies.

“Holdings Debt” means Indebtedness of Parent outstanding on August 9, 2006 (after giving pro forma effect to the Transactions) as reflected in Parent’s balance sheet and refinancings thereof that do not increase the aggregate principal amount thereof, except to the extent of additional Indebtedness incurred to pay premiums (including tender premiums), defeasance costs and fees and expenses in connection therewith.

“Indebtedness” means, with respect to any Person, without duplication:

(1) any indebtedness (including principal and premium) of such Person, whether or not contingent:

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(a) in respect of borrowed money;

(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof);

(c) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except (i) any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business, (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP, and (iii) liabilities accrued in the ordinary course of business; or

(d) representing any Hedging Obligations;

if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

(2) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet of such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business; and

(3) to the extent not otherwise included, the obligations of the type referred to in clause (1) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person;

provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (a) Contingent Obligations incurred in the ordinary course of business, (b) obligations under or in respect of Receivables Facilities, (c) any intercompany indebtedness (including intercompany indebtedness to a Foreign Parent) having a term not exceeding 364 days (inclusive of any rollover or extensions of terms) and made in the ordinary course of business consistent with past practice and (d) the Parent Intercompany Debt.

“Indemnified Liabilities” has the meaning set forth in Section 9.05.

“Indemnitees” has the meaning set forth in Section 9.05.

“Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of the Borrower, qualified to perform the task for which it has been engaged.

“Information” has the meaning set forth in Section 9.08.

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“Initial Lenders” has the meaning set forth in Section 9.04.

“Initial Required Lenders” means Initial Lenders that, on any date of determination, constitute Required Lenders hereunder. If no such Initial Lenders constitute Required Lenders, any approval of the Initial Required Lenders required hereunder shall not otherwise be required.

“Intercreditor Agreement” means the Intercreditor Agreement dated as of the Closing Date among the Administrative Agent, the First Lien Collateral Agent, the administrative agent under the Credit Agreement and each other agent or trustee with respect to the Senior Secured Obligations from time to time party thereto, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Interest Payment Date” means the last Business Day of each March, June, September and December and the Maturity Date.

“Investment Grade Rating” means (i) a corporate family rating equal to or higher than Baa3 (or the equivalent) by Moody’s and (ii) a corporate credit rating equal to or higher than BBB– (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.

“Investment Grade Securities” means:

(1) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents);

(2) debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Borrower and the Subsidiaries of any Covenant Party;

(3) investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment or distribution; and

(4) corresponding instruments in countries other than the United States customarily utilized for high quality investments.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of such Person in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of “Unrestricted Subsidiary” and Section 6.03:

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(1) “Investments” shall include the portion (proportionate to the applicable Covenant Party’s direct or indirect equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of a Covenant Party at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Borrower or applicable Restricted Subsidiary shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:

(a) the Covenant Party’s direct or indirect “Investment” in such Subsidiary at the time of such redesignation; less

(b) the portion (proportionate to the Covenant Party’s direct or indirect equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and

(2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Borrower.

“Investors” means AlpInvest Partners, The Blackstone Group, The Carlyle Group, Xxxxxxx & Xxxxxxxx, Xxxxxxxx Kravis Xxxxxxx & Co., Xxxxxx X. Xxx Partners and each of their respective Affiliates but not including, however, any operating portfolio companies of any of the foregoing.

“Issuers” means Nielsen and Xxxxxxx Finance Co., a Delaware corporation.

“IP Rights” has the meaning set forth in Section 5.17.

“Judgment Currency” has the meaning specified in Section 9.17.

“Junior Lien Obligations” means Obligations with respect to other Indebtedness permitted to be incurred under the Senior Credit Facilities and this Agreement, which is by its terms intended to be secured on a basis junior to the Liens securing the Senior Secured Obligations; provided such Lien is permitted to be incurred under the Senior Credit Facilities and this Agreement.

“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“Lender” has the meaning specified in the introductory paragraph to this Agreement and their respective successors and assigns as permitted hereunder, each of which is referred to

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herein as a “Lender,” together with, in each case, any Affiliate of any such financial institution through which such financial institution elects, by notice to the Administrative Agent, to make any Loans available to any Borrower; provided that, for all purposes of voting or consenting with respect to (a) any amendment, supplementation or modification of any Loan Document, (b) any waiver of any requirements of any Loan Document or any Default or Event of Default and its consequences, or (c) any other matter as to which a Lender may vote or consent pursuant to Section 9.01 of this Agreement, the financial institution making such election shall be deemed the “Lender” rather than such Affiliate, which shall not be entitled to vote or consent (it being agreed that failure of any such Affiliate to fund an obligation under this Agreement shall not relieve its affiliated financial institution from funding).

“Lending Office” means, as to any Lender, such office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.

“Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien.

“Loan” means an extension of credit by a Lender to any Borrower pursuant to Section 2.01.

“Loan Documents” means, collectively, (i) this Agreement, (ii) the Notes and (iii) the Security Documents; provided, that, the Intercreditor Agreement shall not be a Loan Document.

“Loan Obligations” means Obligations in respect of the Loans, this Agreement or the Security Documents owing at any time to any of the Secured Parties.

“Loan Parties” means, collectively, the Borrower and each Guarantor.

“Material Adverse Effect” means a material adverse effect on the business, operations, assets, liabilities (actual or contingent) or financial condition of the Company and its Subsidiaries, taken as a whole.

“Maturity Date” means the date that is eight (8) years after the Closing Date.

“Maximum Rate” has the meaning specified in Section 9.10.

“Moody’s” means Xxxxx’x Investors Service, Inc. and any successor to its rating agency business.

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“Net Income” means, with respect to any Person, the net income (loss) of such Person and its Subsidiaries that are Covenant Parties or Restricted Subsidiaries, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

“Mortgage” has the meaning specified in Section 6.12(c).

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Borrower, any Restricted Subsidiary or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“Net Proceeds” means the aggregate cash proceeds received by any of the Covenant Parties or any of the Restricted Subsidiaries in respect of any Asset Sale, including any cash received upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration, including legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and interest on Senior Indebtedness required (other than required by clause (1) of Section 2.05(b)(i)) to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by a Covenant Party or any of the Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by a Covenant Party or any of the Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

“Nielsen” has the meaning set forth in the introductory paragraph to this Agreement.

“Non-Consenting Lender” has the meaning set forth in Section 3.07(d).

“Note” means a promissory note of the Borrower payable to any Lender or its registered assigns, in substantially the form of Exhibit B hereto, evidencing the aggregate Indebtedness of the Borrower to such Lender resulting from the Loans made by such Lender.

“NPL” means the National Priorities List under CERCLA.

“Obligations” means any principal (including any accretion), interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal (including any accretion), interest, penalties, fees, indemnifications,

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reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

“OFAC” has the meaning specified in Section 5.16.

“Officer” means the Chairman of the Board, the Chief Executive Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Borrower.

“Officer’s Certificate” means a certificate signed on behalf of the Borrower by an Officer of the Borrower, who must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Borrower, that meets the requirements set forth in this Agreement.

“Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Administrative Agent and the Initial Required Lenders.

“Original Notes” means the Issuers’ $650 million in aggregate principal amount of 10% Senior Notes due 2014 and €150 million aggregate principal amount of 9% Senior Notes due 2014 issued on August 9, 2006.

“Original Offering Memorandum” means the final Offering Memorandum of the Issuers, dated August 1, 2006, covering the Original Notes.

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Taxes” has the meaning specified in Section 3.01(b).

“Parent” means Xxxxxxx Company B.V. (f/k/a VNU B.V.).

“Parent Intercompany Debt” means the intercompany loan of Parent to VNU HF, as in effect on August 9, 2006 after giving effect to the Transactions.

“Pari Passu Indebtedness” has the meaning specified in Section 2.05(b)(i)(B)(2).

“Participant” has the meaning specified in Section 9.07(e).

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“PATRIOT Act” has the meaning specified in Section 4.01(a).

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by any Loan Party or any ERISA Affiliate or to which any Loan Party or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five (5) plan years.

“Perfection Certificate” means a certificate in the form of Exhibit D or any other form approved by the Collateral Agent, as the same shall be supplemented from time to time by a Perfection Certificate Supplement or otherwise.

“Permitted Asset Swap” means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between a Covenant Party or any of the Restricted Subsidiaries and another Person; provided, that any cash or Cash Equivalents received must be applied in accordance with Section 2.05(b)(i).

“Permitted Holders” means each of the Investors and members of management of a Covenant Party, a Restricted Subsidiary or any direct or indirect parent entity of the foregoing who are holders of Equity Interests of Parent or its direct or indirect parent organizations on August 9, 2006 and any group (within the meaning of Section 13(d)(3) or section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided, that, in the case of such group and without giving effect to the existence of such group or any other group, such Investors and members of management, collectively, have beneficial ownership of more than 50% of the total voting power of the Voting Stock of Parent or any of its direct or indirect parent companies.

“Permitted Investments” means:

(1) any Investment in a Covenant Party or any of the Restricted Subsidiaries;

(2) any Investment in cash and Cash Equivalents or Investment Grade Securities;

(3) any Investment by a Covenant Party or any of the Restricted Subsidiaries in a Person that is engaged in a Similar Business if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary; or

(b) such Person, in one transaction or a series of related transactions, is merged or consolidated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, a Covenant Party or a Restricted Subsidiary,

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and, in each case, any Investment held by such Person; provided, that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer;

(4) any Investment in securities or other assets not constituting cash, Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made pursuant to the provisions of Section 2.05(b)(i) or any other disposition of assets not constituting an Asset Sale;

(5) any Investment existing on August 9, 2006 or made pursuant to binding commitments in effect on August 9, 2006 or an Investment consisting of any extension, modification or renewal of any Investment existing on August 9, 2006; provided that the amount of any such Investment may be increased (x) as required by the terms of such Investment as in existence on August 9, 2006 or (y) as otherwise permitted under this Agreement;

(6) any Investment acquired by a Covenant Party or any of the Restricted Subsidiaries:

(a) in exchange for any other Investment or accounts receivable held by such Covenant Party or any such Restricted Subsidiary in connection with or as a result of a bankruptcy workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable; or

(b) as a result of a foreclosure by a Covenant Party or any of the Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(7) Hedging Obligations permitted under clause (9) of Section 6.05(b);

(8) any Investment in a Similar Business having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (8) or prior to the Closing Date pursuant to the similar provision of the Existing Senior Notes Indenture (without duplication) that are at that time outstanding, not to exceed 2.5% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(9) Investments the payment for which consists of Equity Interests (exclusive of Disqualified Stock) of a Covenant Party or any of their respective direct or indirect parent companies; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under clause (3) of Section 6.03(a);

(10) guarantees of Indebtedness permitted under Section 6.05;

(11) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of Section 6.07(b) (except transactions described in clauses (2), (5) and (9) of such paragraph);

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(12) Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment;

(13) additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (13) or prior to the Closing Date pursuant to the similar provision of the Existing Senior Notes Indenture (without duplication) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed 2.5% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(14) Investments relating to a Receivables Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Receivables Facility;

(15) advances to, or guarantees of Indebtedness of, employees not in excess of $15 million outstanding at any one time, in the aggregate;

(16) loans and advances to officers, directors and employees for business-related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business or consistent with past practices or to fund such Person’s purchase of Equity Interests of the Borrower or any direct or indirect parent company thereof; and

(17) Investments in joint ventures in an aggregate amount not to exceed $25 million outstanding at any one time, in the aggregate.

“Permitted Liens” means, with respect to any Person:

(1) pledges or deposits by such Person under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business;

(2) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(3) Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or payable or subject to penalties for nonpayment or which are being contested in good faith by appropriate proceedings diligently conducted, if adequate

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reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(4) Liens in favor of issuers of performance and surety bonds or bid bonds or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

(5) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental, to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(6) Liens securing Indebtedness permitted to be incurred pursuant to clause (4), (11)(b), (17) or (18) of Section 6.05(b); provided that Liens securing Indebtedness permitted to be incurred pursuant to clause (17) extend only to the assets of Foreign Subsidiaries and Liens securing Indebtedness permitted to be incurred pursuant to clause (18) are solely on acquired property or assets of the acquired entity, as the case may be;

(7) Liens existing on August 9, 2006;

(8) Liens on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, however, that such Liens may not extend to any other property owned by a Covenant Party or any of the Restricted Subsidiaries;

(9) Liens on property at the time a Covenant Party or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into a Covenant Party or any of the Restricted Subsidiaries; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition; provided, further, however, that the Liens may not extend to any other property owned by a Covenant Party or any of the Restricted Subsidiaries;

(10) Liens securing Indebtedness or other obligations of a Covenant Party or a Restricted Subsidiary owing to a Covenant Party or another Restricted Subsidiary permitted to be incurred in accordance with Section 6.05;

(11) Liens securing Hedging Obligations so long as, in the case of Hedging Obligations related to interest, the related Indebtedness is, and is permitted to be under this Agreement, secured by a Lien on the same property securing such Hedging Obligations;

(12) Liens on specific items of inventory of other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the

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account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(13) leases, subleases, licenses or sublicenses granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of the Covenant Parties or any of the Restricted Subsidiaries and do not secure any Indebtedness;

(14) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Covenant Parties and the Restricted Subsidiaries in the ordinary course of business;

(15) Liens in favor of the Borrower or any Restricted Guarantor;

(16) Liens on equipment of a Covenant Party or any of the Restricted Subsidiaries granted in the ordinary course of business;

(17) Liens on accounts receivable and related assets incurred in connection with a Receivables Facility;

(18) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8) and (9); provided, however, that (a) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6), (7), (8) and (9) at the time the original Lien became a Permitted Lien under this Agreement, and (ii) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;

(19) deposits made in the ordinary course of business to secure liability to insurance carriers;

(20) other Liens securing obligations incurred in the ordinary course of business which obligations do not exceed $50 million at any one time outstanding;

(21) Liens securing judgments for the payment of money not constituting an Event of Default under clause (5) under Section 7.01 so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

(22) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

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(23) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

(24) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 6.05; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;

(25) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(26) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Covenant Parties or any of the Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Covenant Parties and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Covenant Parties or any of the Restricted Subsidiaries in the ordinary course of business;

(27) Liens in connection with the Ratable Security of EMTNs, provided no Default has occurred and is continuing or results therefrom; and

(28) any rights of pledge and/or set off pursuant to the general banking terms (algemene bankvoorwaarden) of the relevant account bank.

For purposes of this definition, the term “Indebtedness” shall be deemed to include interest on and the costs in respect of such Indebtedness.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by any Loan Party or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

“Platform” has the meaning set forth in Section 9.02(d).

“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.

“Prohibition” has the meaning set forth in Section 10.11.

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“Pro Rata Share” means, with respect to each Lender at any time a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Commitments of such Lender at such time and the denominator of which is the amount of the Aggregate Commitments at such time; provided that if such Commitments have been terminated, then the Pro Rata Share of each Lender shall be determined based on the Pro Rata Share of the outstanding Loans.

“Qualified Proceeds” means assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business; provided that the fair market value of any such assets or Capital Stock shall be determined by the Borrower in good faith.

“Ratable Security of EMTNs” means the granting of security by the Covenant Parties and the Restricted Guarantors to secure the EMTN Notes on a ratable basis with any secured Indebtedness (as defined under the EMTN Notes) permitted hereunder to the extent required by the terms of the EMTN Notes.

“Rating Agencies” means Xxxxx’x and S&P or if Xxxxx’x or S&P or both shall not make a corporate family or corporate credit rating on the Borrower publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Issuers which shall be substituted for Xxxxx’x or S&P or both, as the case may be.

“Real Property” means, collectively, all right, title and interest (including any leasehold, mineral or other estate) in and to any and all parcels of or interests in real property owned, leased or operated by any Person, whether by lease, license or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, all general intangibles and contract rights and other property and rights incidental to the ownership, lease or operation thereof.

“Receivables Facility” means any of one or more receivables financing facilities as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, the Obligations of which are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the Covenant Parties or any of the Restricted Subsidiaries (other than a Receivables Subsidiary) pursuant to which the Covenant Parties or any of the Restricted Subsidiaries sells their accounts receivable to either (a) a Person that is not a Restricted Subsidiary or (b) a Receivables Subsidiary that in turn sells its accounts receivable to a Person that is not a Restricted Subsidiary.

“Receivables Fees” means distributions or payments made directly or by means of discounts with respect to any accounts receivable or participation interest therein issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Facility.

“Receivables Subsidiary” means any Subsidiary formed for the purpose of, and that solely engages only in one or more Receivables Facilities and other activities reasonably related thereto.

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“Register” has the meaning set forth in Section 9.07(d).

“Related Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Similar Business, provided that any assets received by the Covenant Parties or a Restricted Subsidiary in exchange for assets transferred by the Covenant Parties or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

“Release” means any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing or migrating in, into, onto or through the Environment.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder, other than events for which the thirty (30) day notice period has been waived.

“Required Lenders” means, as of any date of determination, Lenders having more than 50% of the sum of (a) the Loans and (b) prior to the Closing Date, the aggregate unused Commitments; provided that the unused Commitment of, and the portion of the Loans held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“Restricted Cash” means cash and Cash Equivalents held by Restricted Subsidiaries that is contractually restricted from being distributed to the Covenant Parties, except for such restrictions that are contained in agreements governing Indebtedness and permitted under this Agreement and that is secured by such cash or Cash Equivalents; provided that such Indebtedness is included in clause (a) of the definition of, as applicable, Consolidated Senior Secured Debt Ratio or Consolidated Leverage Ratio.

“Restricted Guarantor” means a Guarantor that is a Covenant Party or a Restricted Subsidiary.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Subsidiary” means, at any time, each direct and indirect Subsidiary of each Covenant Party (including any Foreign Subsidiary) that is not the Borrower or that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary.”

“Reversion Date” has the meaning set forth in Section 6.14(b).

“S&P” means Standard & Poor’s, a division of The XxXxxx-Xxxx Companies, Inc., and any successor to its rating agency business.

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“Sale and Lease-Back Transaction” means any arrangement providing for the leasing by a Covenant Party or any of the Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by such Covenant Party or such Restricted Subsidiary to a third Person in contemplation of such leasing.

“Same Day Funds” means immediately available funds.

“SEC” means the U.S. Securities and Exchange Commission.

“Second Commitment” has the meaning set forth in Section 2.05(b)(i)(A)(2).

“Secured Indebtedness” means any Indebtedness of a Covenant Party or any of the Restricted Subsidiaries secured by a Lien.

“Secured Parties” means, collectively, the Administrative Agent, the Arranger, the Collateral Agent, the Lenders, the Supplemental Agents and each co-agent or sub-agent appointed by the Administrative Agent or Collateral Agent from time to time pursuant to Section 9.02.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Security Agreement” means the Amended and Restated Security Agreement dated as of the Closing Date among the Borrower, each Subsidiary Loan Party and the First Lien Collateral Agreement, as amended, supplemented or otherwise modified from time to time.

“Security Documents” means the Security Agreement and the other security agreements, pledge agreements, collateral assignments, mortgages, and the Intercreditor Agreement, each as amended, supplemented, restated, renewed, refunded, replaced, restructured, repaid, refinanced or otherwise modified from time to time, creating the security interests in the Collateral as contemplated by this Agreement.

“Senior Credit Facilities” means the Credit Facility under the Credit Agreement including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings or refinancings thereof and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 6.05).

“Senior Credit Facilities Obligations” means “Obligations” as defined in the Senior Credit Facilities that are secured by the Common Collateral on a first priority basis pursuant to the Security Documents.

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“Senior Credit Facilities Secured Parties” means the “Secured Parties” as defined in the Senior Credit Facilities constituting Senior Credit Facilities Obligations.

“Senior Indebtedness” means:

(1) all Indebtedness of the Borrower or any Guarantor outstanding under the Senior Credit Facilities, the Existing Senior Notes or the Loans and related Guarantees (including interest accruing on or after the filing of any petition in bankruptcy or similar proceeding or for reorganization of the Borrower or any Guarantor (at the rate provided for in the documentation with respect thereto, regardless of whether or not a claim for post-filing interest is allowed in such proceedings)), and any and all other fees, expense reimbursement obligations, indemnification amounts, penalties, and other amounts (whether existing on the Closing Date or thereafter created or incurred) and all obligations of the Borrower or any Guarantor to reimburse any bank or other Person in respect of amounts paid under letters of credit, acceptances or other similar instruments;

(2) all Hedging Obligations (and guarantees thereof) owing to a Lender (as defined in the Senior Credit Facilities) or any Affiliate of such Lender (or any Person that was a Lender or an Affiliate of such Lender at the time the applicable agreement giving rise to such Hedging Obligation was entered into), provided that such Hedging Obligations are permitted to be incurred under the terms of this Agreement;

(3) any other Indebtedness of the Borrower or any Guarantor permitted to be incurred under the terms of this Agreement, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the Loans or any related Guarantee; and

(4) all Obligations with respect to the items listed in the preceding clauses (1), (2) and (3);

provided, however, that Senior Indebtedness shall not include:

(a) any obligation of such Person to the Covenant Parties or any of their respective Subsidiaries;

(b) any liability for federal, state, local or other taxes owed or owing by such Person;

(c) any accounts payable or other liability to trade creditors arising in the ordinary course of business; provided that obligations incurred pursuant to the Credit Facilities shall not be excluded pursuant to this clause (c);

(d) any Indebtedness or other Obligation of such Person which is subordinate or junior in any respect to any other Indebtedness or other Obligation of such Person; or

(e) that portion of any Indebtedness which at the time of incurrence is incurred in violation of this Agreement.

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“Senior Secured Documents” means the credit, guarantee and security documents governing the Additional Senior Secured Obligations, including, without limitation, this Agreement and the First Lien Security Documents.

“Senior Secured Obligations” means, collectively, (a) all Senior Credit Facilities Obligations, (b) the Loan Obligations and (c) any Series of Additional Senior Secured Obligations.

“Senior Secured Parties” means (a) the Senior Credit Facilities Secured Parties, (b) the Secured Parties and (c) any Additional Senior Secured Parties.

“Senior Subordinated Discount Notes” means the Issuers’ 12 1/2% Senior Subordinated Discount Notes due 2016 issued on August 9, 2006.

“Series” means (a) with respect to the Senior Secured Parties, each of (i) the Senior Credit Facilities Secured Parties (in their capacities as such), (ii) the Lenders and the Administrative Agent (each in their capacity as such) and (iii) the Additional Senior Secured Parties that become subject to the Intercreditor Agreement after the date hereof that are represented by a common Authorized Representative (in its capacity as such for such Additional Senior Secured Parties) and (b) with respect to any Senior Secured Obligations, each of (i) the Senior Credit Facilities Obligations, (ii) the Loan Obligations and (iii) the Additional Senior Secured Obligations incurred pursuant to any applicable agreement, which pursuant to any joinder agreement, are to be represented under the Intercreditor Agreement by a common Authorized Representative (in its capacity as such for such Additional Senior Secured Obligations).

“Significant Party” means any Guarantor or Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on August 9, 2006.

“Similar Business” means any business conducted or proposed to be conducted by the Covenant Parties and the Restricted Subsidiaries on August 9, 2006 or any business that is similar, reasonably related, incidental or ancillary thereto.

“Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts

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and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“SPC” has the meaning specified in Section 9.07(h).

“Sponsor Management Agreements” means the advisory agreements between each of ACN and VNU, Inc. and Valcon, in each case as in effect on August 9, 2006 and giving effect to amendments thereto that, taken as a whole, are not materially adverse to the interests of the Lenders.

“Sterling Notes” means the Parent’s £149 million 5.63% Senior Notes due 2010.

“Subordinated Indebtedness” means,

(1) any Indebtedness of the Borrower which is by its terms subordinated in right of payment to the Loans, and

(2) any Indebtedness of any Guarantor which is by its terms subordinated in right of payment to the Guarantee of such entity of the Loans.

“Subsidiary” means, with respect to any Person:

(1) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof; and

(2) any partnership, joint venture, limited liability company or similar entity of which

(x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise, and

(y) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

“Successor Company” has the meaning specified in Section 6.11.

“Supplemental Agent” has the meaning specified in Section 8.13(a) and “Supplemental Agents” shall have the corresponding meaning.

“Suspended Covenants” has the meaning set forth in Section 6.14(a).

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“Suspension Period” has the meaning set forth in Section 6.14(b).

“Taxes” has the meaning specified in Section 3.01(a).

“Title Policy” means a policy of title insurance (or marked-up title insurance commitment having the effect of a policy of title insurance) insuring the Lien of a Mortgage as a valid first mortgage Lien on the mortgaged property and fixtures described therein in the amount equal to not less than the fair market value of such mortgaged property and fixtures, issued by a title company reasonably acceptable to the Collateral Agent which shall (A) to the extent necessary, include such reinsurance arrangements (with provisions for direct access, if necessary) as shall be reasonably acceptable to the Collateral Agent, (B) contain a “tie-in” or “cluster” endorsement, if available under applicable law (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount), (C) have been supplemented by such endorsements (or where such endorsements are not available, opinions of special counsel, architects or other professionals reasonably acceptable to the Collateral Agent) as shall be reasonably requested by the Collateral Agent (including endorsements on matters relating to usury, first loss, last dollar, zoning, contiguity, revolving credit, doing business, non-imputation, public road access, survey, variable rate, environmental lien, subdivision, mortgage recording tax, separate tax lot, revolving credit and so-called comprehensive coverage over covenants and restrictions), and (D) contain no exceptions to title other than Liens permitted hereunder.

“Total Assets” means total assets of the Covenant Parties and the Restricted Subsidiaries on a consolidated basis, shown on the most recent balance sheet of the Covenant Parties and the Restricted Subsidiaries as may be expressly stated without giving effect to any amortization of the amount of intangible assets since August 9, 2006; provided that in no event shall the Transactions Intercompany Obligations constitute part of Total Assets.

“Transactions” means the transactions described under “Offering Memorandum Summary—The Transactions” in the Original Offering Memorandum.

“Transactions Intercompany Obligations” means any intercompany loan made by a Covenant Party or a Restricted Subsidiary to a Foreign Parent outstanding on August 9, 2006 or made for the purpose of consummating the Transactions.

“Transferred Guarantor” has the meaning specified in Section 10.09.

“Treasury Rate” means, as of any Prepayment Date, the yield to maturity as of such Prepayment Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the Prepayment Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Prepayment Date to May 1, 2013; provided, however, that if the period from the Prepayment Date to May 1, 2013 is less than one year, the weekly average

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yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Uniform Commercial Code” or “UCC” means the Uniform Commercial Code as the same may from time to time be in effect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or items of Collateral.

“United States” and “U.S.” mean the United States of America.

“Unrestricted Subsidiary” means:

(1) any Subsidiary of a Covenant Party which at the time of determination is an Unrestricted Subsidiary (as designated by the Borrower, as provided below);

(2) any Subsidiary of an Unrestricted Subsidiary; and

(3) from August 9, 2006 through the date on which they were redesignated as Restricted Subsidiaries under the Existing Senior Notes Indenture each of NetRatings, Inc. and BuzzMetrics, Inc.

The Borrower may designate any Subsidiary of a Covenant Party (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, a Covenant Party or any Restricted Subsidiary of a Covenant Party (other than solely any Unrestricted Subsidiary of the Subsidiary to be so designated); provided that (1) any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by a Covenant Party; (2) such designation complies with Section 6.03; and (3) each of: (a) the Subsidiary to be so designated; and (b) its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of any Covenant Party or any Restricted Subsidiary.

The Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Default shall have occurred and be continuing and either:

(1) the Borrower could incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test described in Section 6.05(a); or

(2) the Consolidated Leverage Ratio for the Covenant Parties and the Restricted Subsidiaries would be less than such ratio immediately prior to such designation,

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in each case on a pro forma basis taking into account such designation.

Any such designation by the Borrower shall be notified by the Borrower to the Administrative Agent by promptly filing with the Administrative Agent a copy of the resolution of the board of directors of the Borrower or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

“USA Patriot Act” has the meaning specified in Section 5.16.

“Valcon” means Valcon Acquisition B.V., a private company organized under the laws of The Netherlands, having its corporate seat in Amsterdam, The Netherlands.

“VNU International” means VNU International B.V., a private company organized under the laws of The Netherlands, having its corporate seat in Haarlem, The Netherlands.

“VNU HF” means Xxxxxxx Holding and Finance B.V. (f/k/a VNU Holding and Finance B.V.).

“VNU Senior Discount Notes” means the 11 1/8% Senior Discount Notes due 2016 issued by Parent on August 9, 2006.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the board of directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing (1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment; by (2) the sum of all such payments.

“wholly owned” means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Equity Interests of which (other than (x) director’s qualifying shares and (y) shares issued to foreign nationals to the extent required by applicable Law) are owned by such Person and/or by one or more wholly owned Subsidiaries of such Person.

“Wholly-Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Equity Interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person.

Section 1.02 Other Interpretive Provisions.

With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

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(a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b) The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.

(d) The term “including” is by way of example and not limitation.

(e) The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

(f) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(g) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

(h) Unless otherwise specifically indicated, the term “consolidated” with respect to any Person refers to such Person consolidated with the Covenant Parties and the Restricted Subsidiaries, and excludes from such consolidation any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an Affiliate of such Person.

Section 1.03 Accounting Terms.

All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, except as otherwise specifically prescribed herein.

Section 1.04 Rounding.

Any financial ratios required to be maintained by the Covenant Parties pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding up if there is no nearest number).

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Section 1.05 References to Agreements, Laws, Etc.

Unless otherwise expressly provided herein, (a) references to Organization Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are permitted by the Loan Documents; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.

Section 1.06 Times of Day.

Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

Section 1.07 Timing of Payment of Performance.

When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment or performance shall extend to the immediately succeeding Business Day.

ARTICLE II.

The Commitments and Borrowings

Section 2.01 The Loans.

Subject to the terms and conditions set forth herein, each Lender severally agrees to make to the Borrower on a pro rata basis on the Closing Date a Loan denominated in Dollars in an aggregate principal amount equal to such Lender’s Commitment; provided that the Closing Date shall not occur prior to the date that is 12 Business Days following the date hereof. Amounts borrowed under this Section 2.01 and repaid or prepaid may not be reborrowed. The Commitments shall automatically terminate in accordance with Section 2.06.

Section 2.02 Borrowings of Loans.

(a) The Borrowing of the Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 12:30 p.m. (New York, New York time) one Business Day prior to the requested date of Borrowing. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly on the same day by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by an officer of the Borrower.

(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly on the same day notify each Lender of the amount of its Pro Rata Share of the Loans. In the case of the Borrowing, each Lender shall make the amount of its Loan available to

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the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later than 1:00 p.m. (New York, New York time) on the Business Day specified in the applicable Committed Loan Notice and in accordance with a funds flow memorandum in form and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of the Administrative Agent with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower.

(c) The failure of any Lender to make the Loan to be made by it as part of the Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of the Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of the Borrowing.

Section 2.03 [Reserved.]

Section 2.04 [Reserved.]

Section 2.05 Prepayments.

(a) Optional. (i) At any time prior to June 8, 2013, the Borrowers may, upon notice to the Administrative Agent, voluntarily prepay Loans in whole or in part at a prepayment price equal to 100% of the principal amount of Loans plus the Applicable Premium as of the date of prepayment (the “Prepayment Date”), together with accrued interest to the date of such prepayment on the principal amount prepaid. On and after June 8, 2013, the Borrowers may, upon notice to the Administrative Agent at any time and from time to time, voluntarily prepay Loans in whole or in part at the prepayment percentages specified below, together with accrued interest to the date of such prepayment on the principal amount prepaid:


PERIOD		PREPAYMENT PERCENTAGE OF OUTSTANDING PRINCIPAL AMOUNT
During the twelve-month period beginning on June 8, 2013		104.25%
During the twelve-month period beginning on June 8, 2014		102.125%
June 8, 2015 and thereafter		100.000%

(ii) With respect to prepayments of Loans pursuant to Section 2.05(a), (1) the optional prepayment notice must be received by the Administrative Agent not later than 12:30 p.m. (New York, New York time) three (3) Business Days prior to any date of prepayment and shall be in a minimum principal amount of $1,000,000 or a whole

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multiple of $500,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Loan shall be accompanied by all accrued interest thereon.

(b) Mandatory. (i) (A) Within 15 months after the receipt of any Net Proceeds of any Asset Sale, such Covenant Party or such Restricted Subsidiary may apply the Net Proceeds from such Asset Sale, at its option:

(1) to permanently reduce

(a) Obligations under Senior Secured Obligations and to correspondingly reduce commitments with respect thereto (provided that (x) to the extent that the terms of the Credit Agreement (or any syndicated credit facility that has substantially refinanced the term facility and/or the revolving facility under the Credit Agreement constituting Senior Secured Obligations) require that such Senior Credit Facilities Obligations are repaid with the Net Proceeds of Asset Sales prior to repayment of the Loans, the Covenant Parties and the Restricted Subsidiaries shall be entitled to repay such Senior Credit Facilities Obligations prior to repaying the Loan Obligations and (y) subject to the foregoing clause (x), if the Covenant Parties or the Restricted Subsidiaries shall so reduce Senior Secured Obligations, the Borrower will equally and ratably reduce the Loan Obligations in any manner set forth in clause (c) below;

(b) Indebtedness constituting Senior Indebtedness other than Senior Secured Obligations so long as the Asset Sale proceeds are with respect to non-Collateral (provided that if the Covenant Parties or the Restricted Subsidiaries shall so reduce Senior Indebtedness, the Borrower will equally and ratably reduce the Loan Obligations in any manner set forth in clause (c) below);

(c) Loan Obligations by prepaying Loans pursuant to Section 2.05(a), or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Lenders to prepay their Loans at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Loans that would be prepaid;

(d) Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to a Covenant Party or another Restricted Subsidiary; provided that, at any time that the Initial Lenders (together with their respective Affiliates and Approved Funds) constitute

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Required Lenders, such application may only be made with Net Proceeds from the Asset Sale of non-Collateral; or

(e) Obligations under Indebtedness that does not constitute Senior Secured Obligations in an aggregate principal amount not to exceed the Asset Sale Prepayment Amount; or

(2) to make (a) an Investment in any one or more businesses, provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in a Covenant Party or Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) properties, (c) capital expenditures or (d) acquisitions of other assets that, in the case of each of (a), (b), (c) and (d) are either (x) used or useful in a Similar Business or (y) replace the businesses, properties and/or assets that are the subject of such Asset Sale; provided that, in the case of clause (2) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Covenant Party, or such other Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, such Covenant Party or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination; provided further that if any Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds. Notwithstanding anything to the contrary, any Net Proceeds from the sale, transfer, conveyance or other disposal of all or substantially all of the assets of ACN and its Subsidiaries that are Restricted Subsidiaries to the extent otherwise permitted under this Agreement, will be applied in accordance with this paragraph within 12 months after receipt of such Net Proceeds, and the proviso to the previous sentence with respect to Acceptable Commitments and Second Commitments will not be applicable to the application of such Net Proceeds.

(B) (1) Any Net Proceeds from Asset Sales of Collateral that are not invested or applied as set forth in clause (A) above will be deemed to constitute “Collateral Excess Proceeds” When the aggregate amount of Collateral Excess Proceeds exceeds $100.0 million, the Borrower shall make an offer to all Lenders and, if required by the terms of any Senior Secured Obligations or Obligations secured by a Lien permitted under this Agreement (which Lien is not subordinate to the Lien of the Loans with respect to the Collateral), to the holders of such Senior Secured Obligations or such other Obligations (a “Collateral Asset Sale Offer”), to purchase or prepay the maximum aggregate principal amount of the Loans and such Senior Secured Obligations or such other Obligations that is a minimum of $2,000 or an integral multiple of $1,000 in excess

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thereof that may be purchased out of the Collateral Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest and additional interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Agreement.

(2) Any Net Proceeds from the Asset Sale of non-Collateral that are not invested or applied as provided and within the time period set forth in clause (A) above will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $100 million, the Borrower shall make an offer to all Lenders and, if required by the terms of any Indebtedness that is pari passu with the Loans (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase or prepay the maximum aggregate principal amount of the Loans and such Pari Passu Indebtedness that is a minimum of $2,000, or an integral multiple of $1,000 (in each case in aggregate principal amount), that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and additional interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Agreement.

To the extent that the aggregate amount of Loans and such other Senior Secured Obligations or Obligations secured by a Lien permitted by this Agreement (which Lien is not subordinate to the Lien of the Loans with respect to the Collateral) tendered pursuant to a Collateral Asset Sale Offer is less than the Collateral Excess Proceeds, the Borrower may use any remaining Collateral Excess Proceeds for general corporate purposes, subject to other covenants contained in this Agreement. If the aggregate principal amount of Loans or other Senior Secured Obligations or such other Obligations surrendered by such holders thereof exceeds the amount of Collateral Excess Proceeds, the Administrative Agent shall apply such amount to the Loans and such other Senior Secured Obligations or such other Obligations to be purchased on a pro rata basis based on the accreted value or principal amount of the Loans or such other Senior Secured Obligations or such other Obligations tendered. To the extent that the aggregate principal amount of Loans and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Borrower may use any remaining Excess Proceeds for general corporate purposes, subject to the other covenants contained in this Agreement. If the aggregate principal amount of Loans and the Pari Passu Indebtedness surrendered in an Asset Sale Offer exceeds the amount of Excess Proceeds, the Administrative Agent shall select the Loans and such Pari Passu Indebtedness to be purchased on a pro rata basis based on the principal amount of the Loans and such Pari Passu Indebtedness tendered. Upon completion of any such Collateral Asset Sale Offer or Asset Sale Offer, the amount of Collateral Excess Proceeds or Excess Proceeds, as applicable, shall be reset at zero.

(C) Pending the final application of any Net Proceeds pursuant to this Section 2.05(b)(i), the holder of such Net Proceeds may apply such Net Proceeds

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temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any manner not prohibited by this Agreement.

(D) Within ten Business Days of any date on which the aggregate amount of Collateral Excess Proceeds exceeds $100 million, the Borrower shall deliver notice of such occurrence to the Administrative Agent, and the Administrative Agent shall promptly deliver such notice to each Lender to the address of such Lender appearing in the Register or otherwise in accordance with Section 9.02 with the following information:

(1) that the Borrower is making an Collateral Asset Sale Offer pursuant to this Section 2.05(b)(i) and that all Loans and Secured Obligations or other Obligations properly accepted for prepayment or tendered and not withdrawn pursuant to such Collateral Asset Sale Offer will be prepaid by the Borrower;

(2) the prepayment date, which will be no earlier than thirty days nor later than sixty days from the date on which such notice is delivered (the “Collateral Asset Sale Offer Payment Date”);

(3) that any Loan not properly accepted for prepayment will remain outstanding and continue to accrue interest;

(4) that unless the Borrower defaults in making the payment, all Loans accepted for payment pursuant to the Collateral Asset Sale Offer will cease to accrue interest on the Collateral Asset Sale Offer Payment Date;

(5) that Lenders electing to have any Loans prepaid pursuant to an Collateral Asset Sale Offer will be required to notify the Administrative Agent prior to the close of business on the third Business Day preceding the Collateral Asset Sale Offer Payment Date;

(6) that Lenders will be entitled to withdraw their election to require the Borrower to prepay such Loans; provided that the Administrative Agent receives, not later than the close of business on the expiration date of the Collateral Asset Sale Offer, a facsimile transmission, electronic mail or letter setting forth the name of such Lender, the principal amount of Loans to be prepaid, and a statement that such Lender is withdrawing its election to have such Loans prepaid;

(7) that, to the extent that the aggregate principal amount of Loans or Secured Obligations or other Obligations accepted for prepayment or surrendered by such holders thereof exceeds the amount of Collateral Excess Proceeds, the Administrative Agent shall apply the Collateral Excess Proceeds as set forth under the last sentence of Section 2.05(b)(i)(B)(1); and

(8) the other instructions, as determined by the Borrower, consistent with this Section 2.05, that a Lender must follow.

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The notice, if delivered in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Lender receives such notice. If (x) the notice is delivered in a manner herein provided and (y) any Lender fails to receive such notice or a Lender receives such notice but it is defective, such Lender’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the prepayment of the Loans as to all other Lenders that properly received such notice without defect.

(E) Within ten Business Days of any date on which the aggregate amount of Excess Proceeds exceeds $100 million, the Borrower shall deliver notice of such occurrence to the Administrative Agent, and the Administrative Agent shall promptly deliver such notice to each Lender to the address of such Lender appearing in the Register or otherwise in accordance with Section 9.02 with the following information:

(1) that the Borrower is making an Asset Sale Offer pursuant to this Section 2.05(b)(i) and that all Loans and Pari Passu Indebtedness properly accepted for prepayment or tendered and not withdrawn pursuant to such Asset Sale Offer will be prepaid by the Borrower;

(2) the prepayment date, which will be no earlier than thirty days nor later than sixty days from the date on which such notice is delivered (the “Asset Sale Offer Payment Date”);

(3) that any Loan not properly accepted for prepayment will remain outstanding and continue to accrue interest;

(4) that unless the Borrower defaults in making the payment, all Loans accepted for payment pursuant to the Asset Sale Offer will cease to accrue interest on the Asset Sale Offer Payment Date;

(5) that Lenders electing to have any Loans prepaid pursuant to an Asset Sale Offer will be required to notify the Administrative Agent prior to the close of business on the third Business Day preceding the Asset Sale Offer Payment Date;

(6) that Lenders will be entitled to withdraw their election to require the Borrower to prepay such Loans; provided that the Administrative Agent receives, not later than the close of business on the expiration date of the Asset Sale Offer, a facsimile transmission, electronic mail or letter setting forth the name of such Lender, the principal amount of Loans to be prepaid, and a statement that such Lender is withdrawing its election to have such Loans prepaid;

(7) that, to the extent that the aggregate principal amount of Loans or the Pari Passu Indebtedness accepted for prepayment or surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Administrative Agent shall apply the Excess Proceeds as set forth under the last sentence of Section 2.05(b)(i)(B)(2); and

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(8) the other instructions, as determined by the Borrower, consistent with this Section 2.05, that a Lender must follow.

(ii) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Loans required to be made pursuant to Section 2.05(b) at least three (3) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Lender of the contents of the Borrower’s prepayment notice.

Section 2.06 Termination of Commitments.

The Commitment of each Lender shall be automatically terminated and permanently reduced to $0 upon the earliest of (a) the making of such Lender’s Loans pursuant to Section 2.01, (b) 5:00 p.m. (New York, New York time) on the Closing Date and (c) 5:00 p.m. (New York, New York time) on the date that is 20 Business Days after the date of this Agreement.

Section 2.07 Repayment of Loans.

The Borrower shall repay to the Administrative Agent in Dollars for the ratable account of the Lenders on the Maturity Date, the aggregate principal amount of all Loans outstanding on such date.

Section 2.08 Interest.

(a) Subject to the provisions of Section 2.08(b), each Loan shall bear interest on the outstanding principal amount or face amount thereof at 8.50% (eight and one-half percent) per annum.

(b) During the continuance of a Default under Section 7.01(a)(1), 7.01(a)(2), 7.01(a)(4) or 7.01(a)(6), the Borrower shall pay interest on amounts due hereunder at the Default Rate to the fullest extent permitted by applicable Laws. Accrued and unpaid interest on such amounts (including interest on past due interest) shall be due and payable upon demand.

(c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

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Section 2.09 Fees.

The Borrower shall pay to the Administrative Agent such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever (except as expressly agreed between the Borrower and the Administrative Agent).

Section 2.10 Computation of Interest and Fees.

All computations of interest shall be made on the basis of a three hundred and sixty (360) day year and actual days elapsed. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one (1) day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Section 2.11 Evidence of Indebtedness.

(a) The Borrowing made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c), as agent for the Borrower, in each case in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be prima facie evidence absent manifest error of the amount of the Borrowing made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto.

(b) [Reserved.]

(c) Entries made in good faith by the Administrative Agent in the Register pursuant to Section 2.11(a), and by each Lender in its account or accounts pursuant to Section 2.11(a), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Loan Documents, absent manifest error; provided that the failure of the Administrative Agent or such

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Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Borrower under this Agreement and the other Loan Documents.

Section 2.12 Payments Generally.

(a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Same Day Funds not later than 2:00 p.m. (New York, New York time) on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s applicable Lending Office. All payments received by the Administrative Agent after 2:00 p.m. (New York, New York time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.

(b) If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(c) Unless the Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in Same Day Funds, then:

(i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in Same Day Funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect; and

(ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in Same Day Funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Rate from time to time in effect. When such Lender makes payment to the Administrative Agent (together with all accrued interest thereon), then such payment

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amount (excluding the amount of any interest which may have accrued and been paid in respect of such late payment) shall constitute such Lender’s Loan included in the Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.

A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this Section 2.12(c) shall be conclusive, absent manifest error.

(d) If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(e) [Reserved.]

(f) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

(g) Whenever any payment received by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and payable to the Administrative Agent and the Lenders under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the order of priority set forth in Section 7.03. If the Administrative Agent receives funds for application to the Loan Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which such funds are to be applied, the Administrative Agent may (to the fullest extent permitted by mandatory provisions of applicable Law), but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such Lender’s Pro Rata Share of the Loans outstanding at such time in repayment or prepayment of such of the outstanding Loans then owing to such Lender.

Section 2.13 Sharing of Payments.

If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it, any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share

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contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans pro rata with each of them; provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of setoff, but subject to Section 9.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

ARTICLE III.

Taxes, Increased Costs Protection and Illegality

Section 3.01 Taxes.

(a) Except as provided in this Section 3.01, any and all payments by the Borrower and the Guarantors to or for the account of the Administrative Agent or any Lender under any Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, excluding, in the case of the Administrative Agent and each Lender, (i) taxes imposed on or measured by its net income (including branch profits taxes), and franchise (and similar) taxes imposed on it in lieu of net income taxes, by the jurisdiction (or any political subdivision thereof) under the Laws of which the Administrative Agent or such Lender, as the case may be, is organized or maintains a Lending Office, or any other jurisdiction (or any political subdivision thereof) as a result of a present or former connection between the Administrative Agent or such Lender and the jurisdiction (or political subdivision thereof) imposing such tax (other than such connection arising solely from the Administrative Agent or one or more of the Lender having executed, delivered or performed its obligations or received a payment under, or enforced, any Loan Document), (ii) taxes attributable to the failure by the Administrative Agent or any Lender to deliver the documentation required to be delivered pursuant to clause (d) of this Section 3.01, or (iii) with respect to a Lender making a Loan to the

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Borrower, any withholding tax that is in effect and would apply to amounts payable hereunder at such time the Lender becomes a party to this Agreement by assignment or designates a new Lending Office, except to the extent such Lender (or its assignor, if any) was entitled at the time of designation of a new Lending Office (or assignment) to receive additional amounts with respect to such withholding tax pursuant to this Section 3.01 (all such non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”). If the Borrower or any Guarantor shall be required by any Laws to deduct any Taxes or Other Taxes from or in respect of any sum payable under any Loan Document to the Administrative Agent or any Lender, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.01), each of the Administrative Agent and such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower or such Guarantor shall make such deductions, (iii) the Borrower or such Guarantor shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Laws, and (iv) within thirty (30) days after the date of such payment (or, if receipts or evidence are not available within thirty (30) days, as soon as possible thereafter), the Borrower shall furnish to the Administrative Agent or such Lender (as the case may be) the original or a copy of a receipt evidencing payment thereof or other evidence acceptable to the Administrative Agent or such Lender.

(b) In addition, the Borrower and Guarantors agree to pay any and all present or future stamp, court or documentary taxes and any other excise, property, intangible or mortgage recording taxes or charges or similar levies which arise from any payment made under any Loan Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Loan Document (hereinafter referred to as “Other Taxes”).

(c) The Borrower and each Guarantor agrees to indemnify the Administrative Agent and each Lender for (i) the full amount of Taxes and Other Taxes paid by the Administrative Agent and such Lender (including Taxes imposed directly on the Agent or hereunder in lieu of withholding Taxes) and (ii) any liability (including additions to tax, penalties, interest and expenses) arising therefrom or with respect thereto, provided the Administrative Agent or such Lender, as the case may be, provides the Borrower or such Guarantor with a written statement thereof setting forth in reasonable detail the basis and calculation of such amounts.

(d) Each Lender shall, at such times as are reasonably requested by the Borrower, provide the Borrower with any documentation prescribed by Law certifying as to the entitlement of such Lender to an exemption from, or reduction in, withholding tax with respect to all payments to be made to such Lender under the Loan Documents. Unless the Borrower has received forms or other documents satisfactory to it indicating that payments under any Loan Document to or for a Lender are not subject to withholding tax or are subject to such Tax at a rate reduced by an applicable tax treaty, the Borrower and the Administrative Agent shall withhold amounts required to be withheld by applicable Law from such payments at the applicable statutory rate. Notwithstanding any other provision of this clause (d), a Lender shall

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not be required to deliver any form pursuant to this clause (d) that such Lender is not legally able to deliver.

(e) Any Lender claiming any additional amounts payable pursuant to this Section 3.01 shall use its reasonable efforts to change the jurisdiction of its Lending Office if such a change would reduce any such additional amounts (or any similar amount that may thereafter accrue) and would not, in the sole determination of such Lender, result in any unreimbursed cost or expense or be otherwise materially disadvantageous to such Lender.

(f) If any Lender or the Administrative Agent determines, in its sole discretion, that it has received a refund in respect of any Taxes or Other Taxes as to which indemnification or additional amounts have been paid to it by the Borrower pursuant to this Section 3.01, it shall promptly remit such refund to the Borrower or the applicable Guarantor, net of all out-of-pocket expenses of the Lender or the Administrative Agent, as the case may be and without interest (other than any interest paid by the relevant taxing authority with respect to such refund net of any Taxes payable by the Administrative Agent or any Lender on such interest); provided that the Borrower and Guarantors, upon the request of the Lender or the Administrative Agent, as the case may be, agree promptly to return such refund to such party in the event such party is required to repay such refund to the relevant taxing authority.

Section 3.02 [Reserved.]

Section 3.03 [Reserved.]

Section 3.04 Increased Cost and Reduced Return; Capital Adequacy.

(a) If any Lender determines that the introduction of any Law regarding capital adequacy or any change therein or in the interpretation thereof, in each case after the date hereof, or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender’s obligations hereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital), then from time to time upon demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demand.

(b) The Borrower shall pay to each Lender, as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of any Loans of the Borrowers, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive absent manifest error)

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which in each case shall be due and payable on each date on which interest is payable on such Loan, provided the Borrowers shall have received at least fifteen (15) days’ prior notice (with a copy to the Administrative Agent) of such additional interest or cost from such Lender. If a Lender fails to give notice fifteen (15) days prior to the relevant Interest Payment Date, such additional interest or cost shall be due and payable fifteen (15) days from receipt of such notice.

(c) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.04 shall not constitute a waiver of such Lender’s right to demand such compensation.

(d) If any Lender requests compensation under this Section 3.04, then such Lender will, if requested by the Borrower, use commercially reasonable efforts to designate another Lending Office for any Loan affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Lending Office(s) to suffer no material economic, legal or regulatory disadvantage, and provided further that nothing in this Section 3.04(c) shall affect or postpone any of the Obligations of the Borrower or the rights of such Lender pursuant to Section 3.04(a) or (b).

Section 3.05 [Reserved.]

Section 3.06 Matters Applicable to All Requests for Compensation.

(a) The Administrative Agent or any Lender claiming compensation under this Article III shall deliver a certificate to the applicable Borrower setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods.

(b) With respect to any Lender’s claim for compensation under Section 3.01 or 3.04, the Borrower shall not be required to compensate such Lender for any amount incurred more than one hundred and eighty (180) days prior to the date that such Lender notifies the Borrower of the event that gives rise to such claim; provided that, if the circumstance giving rise to such claim is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Section 3.07 Replacement of Lenders under Certain Circumstances.

(a) If at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.04 as a result of any condition described in such Sections, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender, then the Borrower may, on ten (10) Business Days’ prior written notice to the Administrative Agent and such Lender, replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 9.07(b) (with the assignment fee to be paid by the Borrower in such instance) all of its rights and obligations under this Agreement to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a

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replacement Lender or other such Person; and provided further that (A) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments, (B) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable Eligible Assignees shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable departure, waiver or amendment of the Loan Documents and (C) the Borrower shall not replace any Lender pursuant to this Section 3.07 unless each Affiliate or Approved Fund of such Lender which is also a Lender hereunder that is subject to replacement pursuant to this Section 3.07, is at the same time replaced in accordance with this Section 3.07.

(b) Any Lender being replaced pursuant to Section 3.07(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s applicable Commitment and outstanding Loans, and (ii) deliver any Notes evidencing such Loans to the Borrower or Administrative Agent. Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans, (B) all obligations of the Borrower owing to the assigning Lender relating to the Loans and Commitments so assigned shall be paid in full, as if such payment were being made by the Borrower pursuant to Section 2.05(a), by the assignee Lender to such assigning Lender concurrently with such Assignment and Assumption and (C) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans and Commitments, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Non-Consenting Lender or Defaulting Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within five (5) Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Non-Consenting Lender or Defaulting Lender, then such Non-Consenting Lender or Defaulting Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Non-Consenting Lender or Defaulting Lender.

(d) In the event that (i) the Borrower or the Administrative Agent has requested that the Lenders consent to a departure or waiver of any provisions of the Loan Documents or agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all affected Lenders in accordance with the terms of Section 9.01 and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.”

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Section 3.08 Survival.

All of the Borrower’s obligations under this Article III shall survive termination of the Commitments and repayment of all other Obligations hereunder.

ARTICLE IV.

Conditions Precedent

Section 4.01 Conditions Precedent.

The obligation of each Lender to make any Loan hereunder is subject to satisfaction of the following conditions precedent:

(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.

(b) The representations and warranties of each Loan Party contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date.

(c) No Default shall exist or would result from the making or such Loans or from the application of the proceeds therefrom.

(d) The Administrative Agent shall have received a Committed Loan Notice in accordance with the requirements hereof.

(e) The Amended and Restated Security Agreement shall be executed by the First Lien Collateral Agent, the Borrower and the Subsidiary Loan Parties in the form attached hereto as Exhibit E, together with such changes as shall be reasonably acceptable to the Borrower, the Administrative Agent, the Initial Required Lenders, and the First Lien Collateral Agent and the Administrative Agent shall have received any additional security documents (other than those relating to foreign collateral) necessary to ensure that the Loan Obligations are ratably secured on the Collateral in a manner consistent with the Amended and Restated Security Agreement.

(f) The Intercreditor Agreement shall be executed by the First Lien Collateral Agent, the administrative agent under the Credit Agreement and the Administrative Agent in the form attached hereto as Exhibit F, together with such changes as shall be reasonably acceptable to the Borrower, the Administrative Agent, the Initial Required Lenders, and the administrative agent under the Credit Agreement.

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(g) The Administrative Agent shall have received, on behalf of itself and the Lenders on the Closing Date, an opinion in form and substance reasonably satisfactory to the Administrative Agent of O’Melveny & Xxxxx LLP, counsel for the Loan Parties.

(h) The Administrative Agent shall have received a Perfection Certificate, executed by the Borrower as of the Closing Date.

(i) The Administrative Agent shall have received in the case of each Loan Party (i) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying:

(A) that attached thereto is a true and complete copy of (x) its charter, by-laws or other organizational document, (y) resolutions duly adopted by the Board of Directors of such Loan Party (or its managing general partner, managing member or equivalent) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, and (z) a good standing certificate from the applicable Governmental Authority of its jurisdiction of incorporation, organization or formation, each dated a recent date prior to the Closing Date, and

(B) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party;

(j) a certificate of a director or an officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (i) above;

(k) The Administrative Agent shall have received a certificate from the Loan Parties’ insurance broker or other evidence reasonably satisfactory to it that all insurance required to be maintained pursuant to the Senior Credit Facilities in full force and effect; and

(l) The Borrower shall have paid to the Administrative Agent and each Lender all fees, costs and expenses which are payable hereunder or pursuant to any fee letter executed by any Loan Party in connection with this Agreement and the transactions contemplated hereby.

(m) Schedules and exhibits reasonably acceptable to the Initial Required Lenders, the Borrower and the Administrative Agent shall have been annexed to this Agreement. It is acknowledged and agreed that the existing schedules and exhibits the Credit Agreement are acceptable to the Required Lenders and the Administrative Agent.

(n) The Credit Agreement shall have been amended to the extent necessary to ensure that the terms thereof do not conflict with this Agreement and the other Loan Documents.

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ARTICLE V.

Representations and Warranties

Each Loan Party, subject to any general principles of law limiting the obligations of the Loan Parties or their Subsidiaries which are specifically referred to in any legal opinion delivered in connection with this Agreement, represents and warrants to the Administrative Agent and the Lenders on the Closing Date that:

Section 5.01 Existence, Qualification and Power; Compliance with Laws.

Each Loan Party and each Subsidiary (a) is a Person duly organized or formed, validly existing and in good standing (where relevant) under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and in good standing (where relevant) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in compliance with all Laws, orders, writs and injunctions and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clause (c), (d) or (e), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Section 5.02 Authorization; No Contravention.

The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, are within such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and do not and (b) will not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 6.08 under (x) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (iii) violate any material Law; except with respect to any conflict, breach or contravention (but not creation of Liens) referred to in clause (ii)(x), to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Section 5.03 Governmental Authorization; Other Consents.

No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Security Documents, (c) the perfection or maintenance of the

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Liens created under the Security Documents (including the priority thereof) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Security Documents, except for (i) filings and registrations necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect (or will be duly obtained, taken, given or made and will be in full force and effect, in each case within the time period required to be so obtained, taken, given or made) and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect.

Section 5.04 Binding Effect.

This Agreement and each other Loan Document has been duly executed and delivered by each Loan Party that is a party thereto. This Agreement and each other Loan Document constitutes, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is a party thereto in accordance with its terms, except as such enforceability may be limited by (i) Debtor Relief Laws and by general principles of equity and (ii) the need for filings and registrations necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties and (iii) the effect of foreign Laws, rules and regulations as they relate to pledges of Equity Interests in Foreign Subsidiaries (other than those pledges made under the Laws of the jurisdiction of formation of the applicable Foreign Subsidiary).

Section 5.05 Financial Statements; No Material Adverse Effect.

(a) The Audited Financial Statements fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein.

(b) The unaudited consolidated balance sheet as at March 31, 2009 and the related unaudited consolidated statements of income and cash flows for the three-month period ended March 31, 2009, copies of which have heretofore been furnished to each Lender, fairly represent in all material respects the financial condition of the Company and its Subsidiaries as at such date and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein.

(c) Since December 31, 2008, as of the Closing Date there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

(d) As of the Closing Date, none of the Covenant Parties or any of their Subsidiaries has any Indebtedness or other obligations or liabilities, direct or contingent (other than (i) the liabilities reflected on the financial statements referred to in Section 5.05(a) and (b),

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(ii) obligations arising under this Agreement, and (iii) liabilities incurred in the ordinary course of business that, either individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect.

Section 5.06 Litigation.

There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower, threatened in writing or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against any Loan Party or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Section 5.07 No Default.

None of the Loan Parties or any of their Subsidiaries is in default under or with respect to, or a party to, any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 5.08 Ownership of Property; Liens.

(a) Each Loan Party and each of its Subsidiaries has good record title to, or valid leasehold interests in, or easements or other limited property interests in, all Real Property necessary in the ordinary conduct of its business, free and clear of all Liens except as set forth on Schedule 5.08 hereto and except for minor defects in title that do not materially interfere with its ability to conduct its business or to utilize such assets for their intended purposes and Liens permitted by Section 6.08 and except where the failure to have such title could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(b) As of the Closing Date, Schedules 8(a) and 8(b) to the Perfection Certificate dated the Closing Date contain a true and complete list of each interest in material Real Property (i) owned by the Covenant Parties and their Subsidiaries as of the Closing Date and describe the type of interest therein held by each such entity and (ii) leased, subleased or otherwise occupied or utilized by the Covenant Parties and their Subsidiaries, as lessee, sublessee, franchisee or licensee, as of the Closing Date and describe the type of interest therein held by each such entity.

Section 5.09 Environmental Compliance.

(a) There are no claims, actions, suits, or proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) Except as specifically disclosed in Schedule 5.09(b) or except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) none of the properties currently or formerly owned, leased or operated by any Loan Party or any

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of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, on any property formerly owned or operated by any Loan Party or any of its Subsidiaries; (iii) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any Loan Party or any of its Subsidiaries at any other location.

(c) The properties owned, leased or operated by the Loan Parties and their Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under, or (iii) could give rise to liability under, Environmental Laws, which violations, remedial actions and liabilities, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

(d) Except as specifically disclosed in Schedule 5.09(d), none of the Loan Parties or their Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(e) All Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result, individually or in the aggregate, in a Material Adverse Effect.

(f) Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, none of the Loan Parties or any of their Subsidiaries has contractually assumed any liability or obligation under or relating to any Environmental Law.

Section 5.10 Taxes.

Except as set forth in Schedule 5.10 and except as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each of the Loan Parties and their Subsidiaries have filed all tax returns required to be filed, and have paid all taxes levied or imposed upon them or their properties, that are due and payable, except those (a)

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which are not overdue by more than thirty (30) days or (b) which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP.

Section 5.11 ERISA Compliance.

(a) Except as set forth in Schedule 5.11(a) or as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Plan is in compliance with the applicable provisions of ERISA, the Code and other Federal or state Laws.

(b) (i) No ERISA Event has occurred during the five year period prior to the date on which this representation is made or deemed made with respect to any Pension Plan; (ii) no Pension Plan has an “accumulated funding deficiency” (as defined in Section 412 of the Code), whether or not waived; (iii) neither any Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither any Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA, except, with respect to each of the foregoing clauses of this Section 5.11(b), as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

(c) The pension schemes of the Loan Parties and the Subsidiaries are funded to the extent required by Law or otherwise to comply with the requirements of any material Law applicable in the jurisdiction in which the relevant pension scheme is maintained, in each case, except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Section 5.12 Subsidiaries; Equity Interests.

All of the outstanding Equity Interests owned by the Loan Parties (or a Subsidiary of any Loan Party) in any material Subsidiaries have been validly issued and are fully paid and all Equity Interests owned by a Loan Party (or a Subsidiary of any Loan Party) in such material Subsidiaries are owned free and clear of all Liens except (i) those created under the Security Documents and (ii) any Lien that is permitted under Section 6.08.

Section 5.13 Margin Regulations; Investment Company Act.

(a) No Borrower is engaged nor will it engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock, and no proceeds of the Borrowing will be used for any purpose that violates Regulation U.

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(b) Neither the Borrower, any Person Controlling the Borrower, or any of the Subsidiaries of the Borrower is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

Section 5.14 Disclosure.

To the best of the Borrower’s knowledge, no report, financial statement, certificate or other written information furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or any other Loan Document (as modified or supplemented by other information so furnished) when taken as a whole contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projected financial information and pro forma financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time of preparation; it being understood that such projections may vary from actual results and that such variances may be material.

Section 5.15 Labor Matters.

Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) there are no strikes or other labor disputes against any Loan Party or any of its Subsidiaries pending or, to the knowledge of the Borrower, threatened; (b) hours worked by and payment made to employees of any Loan Party or any of its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Laws dealing with such matters; and (c) all payments due from any Loan Party or any of its Subsidiaries on account of employee health and welfare insurance have been paid or accrued as a liability on the books of the relevant party.

Section 5.16 Patriot Act.

(a) No Loan Party and, to the knowledge of each Loan Party, none of its Affiliates is in violation of any requirement of applicable Law relating to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (the “USA Patriot Act”).

(b) No Loan Party and, to the knowledge of each Loan Party, no Affiliate or broker or other agent of such Loan Party acting or benefiting in any capacity in connection with the Loans is any of the following:

(i) a person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;

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(ii) a person owned or controlled by, or acting for or on behalf of, any person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;

(iii) a person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;

(iv) a person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or

(v) a person that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control (“OFAC”) at its official website or any replacement website or other replacement official publication of such list.

No Loan Party and, to the knowledge of each Loan Party, no broker or other agent of such Loan Party acting in any capacity in connection with the Loans (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person described in paragraph (b) above, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.

Section 5.17 Intellectual Property; Licenses, Etc.

Each of the Loan Parties and their Subsidiaries own, license or possess the right to use, all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, without conflict with the rights of any Person, except to the extent such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No IP Rights, advertising, product, process, method, substance, part or other material used by any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted infringes upon any rights held by any Person except for such infringements, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights, is pending or, to the knowledge of the Borrower, threatened against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Except pursuant to licenses and other user agreements entered into by each Loan Party in the ordinary course of business, on and as of the date hereof (i) each Loan Party owns and possesses the right to use, and has done nothing to authorize or enable any other Person to use, any copyright, patent or trademark of any Loan Party and (ii) all registrations of any copyright,

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patent or trademark are valid and in full force and effect, except, in each case, to the extent failure to own or possess such right to use or of such registrations to be valid and in full force and effect could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Section 5.18 Solvency.

On the Closing Date after giving effect to the Borrowing, the Loan Parties, on a consolidated basis, are Solvent.

Section 5.19 Ranking.

The Loan Obligations rank at least pari passu with all other Indebtedness of the Loan Parties.

Section 5.20 Security Documents.

(a) Security Agreement. The First Lien Security Documents are effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Collateral described therein to the extent intended to be created thereby and upon the execution and delivery of the First Lien Security Documents, the Liens created by the First Lien Security Documents shall constitute fully perfected Liens on, and security interests in (to the extent intended to be created thereby), all right, title and interest of the grantors in such Collateral to the extent perfection can be obtained by filing financing statements or taking of other actions which are required thereunder (except to comply with foreign law), in each case to the same extent as the Liens securing the Senior Credit Facilities subject to no Liens other than Liens permitted hereunder and (pursuant to the Intercreditor Agreement) ranking at least pari passu with the Liens securing the Senior Credit Facilities and all other Senior Secured Obligations.

(b) Notwithstanding anything herein (including this Section 5.20) or in any other Loan Document to the contrary, no Borrower or any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest (other than with respect to those pledges and security interests made under the Laws of the jurisdiction of formation of the applicable Foreign Subsidiary) in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law.

ARTICLE VI.

Covenants

Section 6.01 Reports and Other Information.

(a) Notwithstanding that the Covenant Parties may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and

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regulations promulgated by the SEC, VNU HF shall file with the SEC (and make available to the Administrative Agent and Lenders (without exhibits), without cost to any Lender, within 15 days after VNU HF files them with the SEC) from and after the Closing Date,

(1) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;

(2) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form;

(3) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and

(4) any other information, documents and other reports which the Borrower would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act;

in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that VNU HF shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event VNU HF shall make available such information to the Administrative Agent and the Lenders, in each case within 15 days after the time the Borrower would be required to file such information with the SEC, if it were subject to Sections 13 or 15(d) of the Exchange Act; provided, further, that, for the quarter with respect to which the Borrower notifies the Administrative Agent in writing that Parent intends to switch the currency in which its financial statements are reported, VNU HF shall not be required to make available such information to the Administrative Agent and the Lenders until 90 days after the end of such quarter.

(b) If any direct or indirect parent company of VNU HF is a Guarantor of the Loans, the Covenant Parties may satisfy their obligations under this Section 6.01 with respect to financial information relating to the Covenant Parties by furnishing financial information relating to such parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Covenant Parties and the Restricted Subsidiaries on a standalone basis, on the other hand.

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(c) The Borrower shall be deemed to have furnished such reports referred to above to the Administrative Agent and the Lenders if VNU HF has filed such reports with the SEC via the XXXXX or IDEA filing system and such reports are publicly available.

Section 6.02 Compliance Certificate.

(a) The Borrower shall deliver to the Administrative Agent, within 90 days after the end of each fiscal year ending after the Closing Date, a certificate from the principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of the Borrower and the Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officer with a view to determining whether the Borrower has kept, observed, performed and fulfilled its obligations under this Agreement, and further stating, as to such Officer signing such certificate, that to the best of his or her knowledge the Borrower has kept, observed, performed and fulfilled each and every condition and covenant contained in this Agreement and are not in default in the performance or observance of any of the terms, provisions, covenants and conditions of this Agreement (or, if a Default shall have occurred, describing all such Defaults of which he or she may have knowledge and what action the Borrower is taking or propose to take with respect thereto).

(b) When any Default has occurred and is continuing under this Agreement, or if the Administrative Agent or the holder of any other evidence of Indebtedness of the Borrower or any Restricted Subsidiary gives any notice or takes any other action with respect to a claimed Default, the Borrower shall promptly (which shall be no more than five (5) Business Days) deliver to the Administrative Agent by registered or certified mail or by facsimile transmission an Officer’s Certificate specifying such event and what action the Borrower proposes to take with respect thereto.

Section 6.03 Limitation on Restricted Payments.

(a) The Covenant Parties will not, and will not permit any Restricted Subsidiary to, directly or indirectly:

(I) declare or pay any dividend or make any payment or distribution on account of any Covenant Parties’ or any Restricted Subsidiaries’ Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation other than:

(i) dividends or distributions payable solely in Equity Interests (other than Disqualified Stock) of a Covenant Party or a Restricted Subsidiary; or

(ii) dividends or distributions by a Covenant Party (other than VNU HF) or a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Covenant Party (other than VNU HF) or such Restricted Subsidiary, a Covenant Party or another Restricted Subsidiary receives at least its pro rata share of such

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dividend or distribution in accordance with its Equity Interests in such class or series of securities;

(II) purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of VNU HF or any direct or indirect parent of VNU HF, including in connection with any merger or consolidation;

(III) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness, or make any interest or principal payment on, or redeem, repurchase or otherwise acquire or retire for value the Parent Intercompany Debt, other than:

(i) Indebtedness permitted under Section 6.05(b)(7); or

(ii) the purchase, repurchase or other acquisition of Subordinated Indebtedness of the Covenant Parties and their Restricted Subsidiaries purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition; or

(IV) make any Restricted Investment

(all such payments and other actions set forth in clauses (I) through (IV) above being collectively referred to as “Restricted Payments”), unless, at the time of such Restricted Payment:

(1) no Default shall have occurred and be continuing or would occur as a consequence thereof;

(2) immediately after giving effect to such transaction on a pro forma basis, the Borrower could incur $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in Section 6.05(a); and

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Covenant Parties and the Restricted Subsidiaries after August 9, 2006 (including Restricted Payments permitted by clauses (1), (2) (with respect to the payment of dividends on Refunding Capital Stock (as defined below) pursuant to clause (b) thereof only), (6)(c), (9) and (14) of Section 6.03(b), but excluding all other Restricted Payments permitted by Section 6.03(b)), is less than the sum of (without duplication):

(a) the EBITDA of the Covenant Parties and the Restricted Subsidiaries on a consolidated basis for the period beginning July 1, 2006, to the end of the Borrower’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, less the

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product of 1.4 times the Consolidated Interest Expense of the Covenant Parties and the Restricted Subsidiaries for the same period; plus

(b) 100% of the aggregate net cash proceeds and the fair market value, as determined in good faith by the Borrower, of marketable securities or other property received by a Covenant Party or a Restricted Subsidiary since immediately after August 9, 2006 (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause (11)(a) of Section 6.05(b)) from the issue or sale of:

(i)(A) Equity Interests of VNU HF, or a direct or indirect parent company of VNU HF, including Treasury Capital Stock (as defined below), but excluding cash proceeds and the fair market value, as determined in good faith by the Borrower, of marketable securities or other property received from the sale of:

(x) Equity Interests to members of management, directors or consultants of Parent, the Covenant Parties, Restricted Subsidiaries and any direct or indirect parent company of VNU HF, after August 9, 2006 to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of Section 6.03(b); and

(y) Designated Preferred Stock; and

(B) to the extent such net cash proceeds are actually contributed to a Covenant Party or any Restricted Subsidiary, Equity Interests of VNU HF’s direct or indirect parent companies (excluding contributions of the proceeds from the sale of Designated Preferred Stock of such companies or contributions to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of Section 6.03(b)); or

(ii) debt securities of a Covenant Party or any Restricted Subsidiary that have been converted into or exchanged for such Equity Interests of VNU HF, or a direct or indirect parent company of VNU HF;

provided, however, that this clause (b) shall not include the proceeds from (W) Refunding Capital Stock (as defined below), (X) Equity Interests or convertible debt securities sold to a Covenant Party or Restricted Subsidiary, as the case may be, (Y) Disqualified Stock or debt securities that have been converted into Disqualified Stock or (Z) Excluded Contributions; plus

(c) 100% of the aggregate amount of cash and the fair market value, as determined in good faith by the Borrower, of marketable securities or other

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property contributed to the capital of a Covenant Party following August 9, 2006 (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause (11)(a) of Section 6.05(b) (other than by another Covenant Party or a Restricted Subsidiary and other than any Excluded Contributions); plus

(d) 100% of the aggregate amount received in cash and the fair market value, as determined in good faith by the Borrower, of marketable securities or other property received by a Covenant Party or a Restricted Subsidiary by means of:

(iii) the sale or other disposition (other than to a Covenant Party or a Restricted Subsidiary) of Restricted Investments made by the Covenant Parties or the Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Covenant Parties or the Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments by the Covenant Parties or the Restricted Subsidiaries, in each case after August 9, 2006; or

(iv) the sale (other than to a Covenant Party or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary (other than to the extent the Investment in such Unrestricted Subsidiary was made by a Covenant Party or a Restricted Subsidiary pursuant to clause (7) of Section 6.03(b) or to the extent such Investment constituted a Permitted Investment) or a dividend or distribution from an Unrestricted Subsidiary after August 9, 2006; plus

(e) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary after August 9, 2006, the fair market value of the Investment in such Unrestricted Subsidiary, as determined by the Borrower in good faith or if such fair market value may exceed $150 million, in writing by an Independent Financial Advisor, at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary other than an Unrestricted Subsidiary, to the extent the Investment in such Unrestricted Subsidiary was made by a Covenant Party or a Restricted Subsidiary pursuant to clause (7) of Section 6.03(b) or to the extent such Investment constituted a Permitted Investment.

(b) The foregoing provisions of Section 6.03(a) will not prohibit:

(1) the payment of any dividend within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of the Agreement;

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(2)(a) the redemption, repurchase, retirement or other acquisition of any (i) Equity Interests (“Treasury Capital Stock”) or Subordinated Indebtedness of the Borrower or any Guarantor or the Parent Intercompany Debt or (ii) Equity Interests of any direct or indirect parent company of VNU HF, in the case of each of clause (i) and (ii), in exchange for, or out of the proceeds of the substantially concurrent sale (other than to a Covenant Party or a Restricted Subsidiary) of, Equity Interests of VNU HF, or any direct or indirect parent company of VNU HF to the extent contributed to a Covenant Party or any Restricted Subsidiary (in each case, other than any Disqualified Stock) (“Refunding Capital Stock”), (b) the declaration and payment of dividends on the Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to a Covenant Party or a Restricted Subsidiary) of the Refunding Capital Stock, and (c) if immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was permitted under clause (6) of this paragraph and not made pursuant to clause (2)(b), the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any direct or indirect parent company of VNU HF) in an aggregate amount per year no greater than the aggregate amount of dividends per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement;

(3) the redemption, repurchase or other acquisition or retirement of Subordinated Indebtedness of the Borrower or a Restricted Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the Borrower or a Restricted Guarantor, as the case may be, which is incurred in compliance with Section 6.05 so long as:

(a) the principal amount (or accreted value, if applicable) of such new Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired for value, plus the amount of any premium required to be paid under the terms of the instrument governing the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired and any fees and expenses incurred in connection with the issuance of such new Indebtedness;

(b) such new Indebtedness is subordinated to the Loans or the applicable Guarantee at least to the same extent as such Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, acquired or retired for value;

(c) such new Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired; and

(d) such new Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired;

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(4) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests (other than Disqualified Stock) of VNU HF or any of its direct or indirect parent companies held by any future, present or former employee, director or consultant of a Covenant Party, any of their respective Subsidiaries or any of their respective direct or indirect parent companies pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement; provided, however, that the aggregate Restricted Payments made under this clause (4) do not exceed in any calendar year (plus, without duplication, “unused amounts” being carried over pursuant to the similar provision in the Existing Senior Notes Indenture) $25 million (which shall increase to $50 million subsequent to the consummation of an underwritten public Equity Offering of common stock) (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $50 million in any calendar year (which shall increase to $100 million subsequent to the consummation of an underwritten public Equity Offering of common stock)); provided further that such amount in any calendar year may be increased by an amount not to exceed:

(a) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of VNU HF and, to the extent contributed to a Covenant Party, Equity Interests of any of the direct or indirect parent companies of VNU HF, in each case to members of management, directors or consultants of the Covenant Parties, any of their respective Subsidiaries or any of their respective direct or indirect parent companies that occurs after August 9, 2006, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clause (3) of Section 6.03(a); plus

(b) the cash proceeds of key man life insurance policies received by the Covenant Parties or any of the Restricted Subsidiaries after August 9, 2006; plus

(c) the amount of any cash bonuses otherwise payable to members of management, directors or consultants of a Covenant Party, any of its Subsidiaries or any of its direct or indirect parent companies in connection with the Transactions that are foregone in return for the receipt of Equity Interests; less

(d) the amount of any Restricted Payments previously made with the cash proceeds described in clauses (a) and (b) of this clause (4);

and provided further that cancellation of Indebtedness owing to any Covenant Party or any Restricted Subsidiary from members of management of Parent, any of its Subsidiaries or its direct or indirect parent companies in connection with a repurchase of Equity Interests of Parent or any of Parent’s direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of this Agreement;

(5) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of any of the Covenant Parties or any of the Restricted Subsidiaries issued in accordance with Section 6.05;

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(6)(a) the declaration and payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued by any of the Covenant Parties or any of the Restricted Subsidiaries after August 9, 2006, provided that the amount of dividends paid pursuant to this clause (a) shall not exceed the aggregate amount of cash actually received by a Covenant Party or a Restricted Subsidiary from the issuance of such Designated Preferred Stock;

(b) a Restricted Payment to a direct or indirect parent company of a Covenant Party or any of the Restricted Subsidiaries, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of such parent corporation issued after August 9, 2006, provided that the amount of Restricted Payments paid pursuant to this clause (b) shall not exceed the aggregate amount of cash actually contributed to a Covenant Party or a Restricted Subsidiary from the sale of such Designated Preferred Stock; or

(c) the declaration and payment of dividends on Refunding Capital Stock that is Preferred Stock in excess of the dividends declarable and payable thereon pursuant to clause (2) of this Section 6.03(b);

provided, however, in the case of each of (a), (b) and (c) of this clause (6), that for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock or the declaration of such dividends on Refunding Capital Stock that is Preferred Stock, after giving effect to such issuance or declaration on a pro forma basis, the Consolidated Leverage Ratio shall be no greater than 6.75 to 1.00;

(7) Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (7) or after August 9, 2006, but before the Closing Date, under the similar provision in the Existing Senior Notes Indenture, that are at the time outstanding, without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities, not to exceed 1.25% of Total Assets, in each case, at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(8) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(9) the declaration and payment of dividends on a Covenant Party’s common stock (or a Restricted Payment to any direct or indirect parent entity to fund a payment of dividends on such entity’s common stock), following the first public Equity Offering of common stock after the Closing Date, of up to 6% per annum of the net cash proceeds received by or contributed to a Covenant Party in or from any such public Equity Offering;

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(10) Restricted Payments that are made with Excluded Contributions;

(11) other Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (11) or after August 9, 2006, but before the Closing Date, under the similar provision in the Existing Senior Notes Indenture, not to exceed 2.00% of Total Assets at the time made;

(12) distributions or payments of Receivables Fees;

(13) any Restricted Payment used to fund the Transactions and the fees and expenses related thereto or owed to Affiliates, in each case to the extent permitted by Section 6.07;

(14) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness (a) pursuant to the provisions similar to those described under Section 6.09 and Section 2.05(b); provided that all Loans submitted by Lenders in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value or (b) with the proceeds of Asset Sales in an amount not to exceed the Asset Sale Prepayment Amount;

(15) the declaration and payment of dividends by a Covenant Party or a Restricted Subsidiary to, or the making of loans to, any of their respective direct or indirect parents, or the making of any payment of interest or principal on, or redemption, repurchase, defeasance or other acquisition or retirement for value of, the Parent Intercompany Debt in amounts required for any direct or indirect parent companies to pay, in each case without duplication,

(a) franchise taxes and other fees, taxes and expenses required to maintain their corporate existence;

(b) federal, foreign, state and local income taxes provided that, in each fiscal year, the amount of such payments shall be equal to the amount that the Covenant Parties and the Restricted Subsidiaries would be required to pay in respect of federal, foreign, state and local income taxes if such entities were corporations paying taxes separately from any parent entity at the highest combined applicable federal, foreign, state and local tax rate for such fiscal year;

(c) customary salary, bonus and other benefits payable to officers and employees of any direct or indirect parent company of the Covenant Parties and the Restricted Subsidiaries to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Covenant Parties and the Restricted Subsidiaries;

(d) general corporate operating and overhead costs and expenses of any direct or indirect parent company of the Covenant Parties and the Restricted Subsidiaries to the extent such costs and expenses are attributable to the ownership or operation of the Covenant Parties and the Restricted Subsidiaries;

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(e) fees and expenses incurred in connection with the Transactions or owed to Affiliates, in each case to the extent permitted by the covenant described under Section 6.07;

(f) interest payable on Holdings Debt;

(g) amounts payable to Valcon Acquisition, B.V. by Parent pursuant to the Sponsor Management Agreements; and

(h) fees and expenses other than to Affiliates of the Borrower related to any unsuccessful equity or debt offering of such parent entity;

(16) the distribution, by dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to a Covenant Party or a Restricted Subsidiary by Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are cash and/or Cash Equivalents);

(17) any Restricted Payment used to fund the redemption of VNU’s 7% preferred shares as in effect on August 9, 2006;

(18) any Restricted Payment of the proceeds of Indebtedness incurred to refinance the Sterling Notes or the VNU Senior Discount Notes and to pay accrued and unpaid interest, premium, fees and expenses related thereto;

(19) the forgiveness, cancellation, termination or disposition of the Transactions Intercompany Obligations;

(20) payments or distributions to dissenting stockholders pursuant to applicable law, pursuant to or in connection with a consolidation, merger or transfer of all or substantially all of the assets of the Covenant Parties and the Restricted Subsidiaries, taken as a whole, that complies with Section 6.11; provided that as a result of such consolidation, merger or transfer of assets, the Borrower shall have made a Change of Control Offer and that all Loans surrendered by Lenders in connection with such Change of Control Offer have been repurchased, redeemed or acquired for value; and

(21) any Restricted Payment in respect of the Ratable Security of EMTNs;

provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (11), (16) and (18), no Default shall have occurred and be continuing or would occur as a consequence thereof.

As of the Closing Date, all of the Subsidiaries of the Covenant Parties will be Restricted Subsidiaries. The Borrower will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the last sentence of the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Covenant Parties and the Restricted Subsidiaries (except to the extent repaid)

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in the Subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of “Investment.” Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to Section 6.03(a) or under clause (7), (10), (11) or (16) of Section 6.03(b), or pursuant to the definition of “Permitted Investments,” and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject to any of the restrictive covenants set forth in this Agreement.

Section 6.04 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.

(a) The Covenant Parties will not, and will not permit any of the Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:

(1)(a) pay dividends or make any other distributions to the Covenant Parties or any of the Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or

(b) pay any Indebtedness owed to the Covenant Parties or any of the Restricted Subsidiaries;

(2) make loans or advances to the Covenant Parties or any of the Restricted Subsidiaries; or

(3) sell, lease or transfer any of its properties or assets to the Covenant Parties or any of the Restricted Subsidiaries,

except (in each case) for such encumbrances or restrictions existing under or by reason of:

(a) contractual encumbrances or restrictions in effect on August 9, 2006 including pursuant to the Senior Credit Facilities and the related documentation and the Senior Subordinated Discount Notes and the related indenture;

(b) the Loan Documents;

(c) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed in Section 6.04(a)(3) on the property so acquired;

(d) applicable law or any applicable rule, regulation or order;

(e) any agreement or other instrument of a Person acquired by any of the Covenant Parties or any of the Restricted Subsidiaries in existence at the time of such

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acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired;

(f) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of (i) a Covenant Party or (ii) a Restricted Subsidiary, pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary that impose restrictions on the assets to be sold;

(g) Secured Indebtedness otherwise permitted to be incurred pursuant to Section 6.05 and Section 6.08 that limit the right of the debtor to dispose of the assets securing such Indebtedness;

(h) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(i) other Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred subsequent to August 9, 2006 pursuant to Section 6.05;

(j) customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture;

(k) customary provisions contained in leases or licenses of intellectual property and other agreements, in each case, entered into in the ordinary course of business;

(l) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) of Section 6.04(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (k) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, no more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and

(m) restrictions created in connection with any Receivables Facility that, in the good faith determination of the Borrower are necessary or advisable to effect such Receivables Facility.

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Section 6.05 Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.

(a) The Covenant Parties will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently, or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Borrower and the Restricted Guarantors will not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary that is not a Guarantor to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Borrower and the Restricted Guarantors may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary that is not a Guarantor may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Consolidated Leverage Ratio at the time such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been no greater than 6.75 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of the most recently ended four fiscal quarters for which internal financial statements are available.

(b) The foregoing limitations of Section 6.05(a) will not apply to:

(1) the incurrence of Indebtedness under Credit Facilities by the Covenant Parties or any of the Restricted Subsidiaries and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof), up to an aggregate principal amount of $6,000 million outstanding at any one time (including any Indebtedness incurred or represented by the Loans or any Additional Senior Secured Obligations by the Borrower or any Guarantor, the proceeds of which Loans or Additional Senior Secured Obligations are used to repay such Credit Facilities);

(2) [reserved];

(3) Indebtedness of the Covenant Parties and the Restricted Subsidiaries in existence on the Closing Date (other than Indebtedness described in clause (1) of this Section 6.05(b));

(4) Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and Preferred Stock incurred by the Covenant Parties or any of the Restricted Subsidiaries, to finance the purchase, lease or improvement of property (real or personal) or equipment that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets;

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(5) Indebtedness incurred by a Covenant Party or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims; provided, however, that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;

(6) Indebtedness arising from agreements of a Covenant Party or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that

(a) such Indebtedness is not reflected on the balance sheet (other than by application of FIN 45 as a result of an amendment to an obligation in existence on August 9, 2006) of a Covenant Party or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (6)(a)); and

(b) the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Covenant Parties and the Restricted Subsidiaries in connection with such disposition;

(7) Indebtedness of a Covenant Party or a Restricted Subsidiary to another Covenant Party or another Restricted Subsidiary; provided that any such Indebtedness owing by the Borrower or a Guarantor to a Restricted Subsidiary that is not a Guarantor is expressly subordinated in right of payment to the Loans; provided further that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to a Covenant Party or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause (7);

(8) shares of Preferred Stock of a Restricted Subsidiary issued to a Covenant Party or another Restricted Subsidiary, provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to a Covenant Party or a Restricted Subsidiary) shall be

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deemed in each case to be an issuance of such shares of Preferred Stock not permitted by this clause (8);

(9) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting interest rate risk with respect to any Indebtedness permitted to be incurred pursuant to this covenant, exchange rate risk or commodity pricing risk;

(10) obligations in respect of performance, bid, appeal and surety bonds and completion guarantees provided by any of the Covenant Parties or any of the Restricted Subsidiaries in the ordinary course of business or consistent with past practice;

(11)(a) Indebtedness or Disqualified Stock of the Borrower or any Restricted Guarantor and Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary that is not a Guarantor in an aggregate principal amount or liquidation preference equal to 200.0% of the net cash proceeds received by the Covenant Parties and the Restricted Subsidiaries since immediately after August 9, 2006 from the issue or sale of Equity Interests of VNU HF or any direct or indirect parent entity of VNU HF (which proceeds are contributed to a Covenant Party or a Restricted Subsidiary) or cash contributed to the capital of a Covenant Party (in each case, other than proceeds of Disqualified Stock or sales of Equity Interests to, or contributions received from, any Covenant Party or any of their respective Subsidiaries) as determined in accordance with clauses (3)(b) and (3)(c) of Section 6.03(a) to the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments or to make other Investments, payments or exchanges pursuant to Section 6.03(b) or to make Permitted Investments (other than Permitted Investments specified in clauses (1) and (3) of the definition thereof) and (b) Indebtedness or Disqualified Stock of the Borrower or a Restricted Guarantor and Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary that is not a Guarantor not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred pursuant to this clause (11)(b), does not at any one time outstanding exceed $400 million (it being understood that any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this clause (11)(b) shall cease to be deemed incurred or outstanding for purposes of this clause (11)(b) but shall be deemed incurred for the purposes of Section 6.05(a) from and after the first date on which a Covenant Party or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock under the first paragraph of this covenant without reliance on this clause (11)(b));

(12) the incurrence by a Covenant Party or any Restricted Subsidiary of Indebtedness, Disqualified Stock or Preferred Stock which serves to refund or refinance:

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(a) any Indebtedness, Disqualified Stock or Preferred Stock incurred as permitted under Section 6.05(a) and clauses (3) and (11)(a), this clause (12) and clause (13) of Section 6.05(b), or

(b) any Indebtedness, Disqualified Stock or Preferred Stock issued to so refund or refinance the Indebtedness, Disqualified Stock or Preferred Stock described in clause (a) of this Section 6.05(b)(12),

including, in each case, additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums (including tender premiums), defeasance costs and fees and expenses in connection therewith (collectively, the “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness:

(A) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded or refinanced,

(B) to the extent such Refinancing Indebtedness refinances (i) Indebtedness subordinated or pari passu to the Loans or any Guarantee thereof, such Refinancing Indebtedness is subordinated or pari passu to the Loans or the Guarantee at least to the same extent as the Indebtedness being refinanced or refunded or (ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively, and

(i) Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of the Borrower;

(ii) Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Guarantor; or

(iii) Indebtedness, Disqualified Stock or Preferred Stock of a Covenant Party or a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary;

and provided further that subclause (A) of this clause (12) will not apply to any refunding or refinancing of Indebtedness under a Credit Facility;

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(13) Indebtedness, Disqualified Stock or Preferred Stock of (x) a Covenant Party or a Restricted Subsidiary incurred to finance an acquisition or (y) Persons that are acquired by a Covenant Party or any Restricted Subsidiary or merged into a Covenant Party or a Restricted Subsidiary in accordance with the terms of this Agreement; provided that either

(i) such Indebtedness, Disqualified Stock or Preferred Stock:

(a) is not Secured Indebtedness and is subordinated to the Loans on terms no less favorable to the holders thereof than the subordination terms set forth in the indenture governing the Senior Subordinated Discount Notes as in effect on August 9, 2006;

(b) is not incurred while a Default exists and no Default shall result therefrom; and

(c) matures and does not require any payment of principal prior to the final maturity or the Loans (other than in a manner consistent with the terms of this Agreement); or

(ii) after giving effect to such acquisition or merger, either

(a) the Borrower would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in the Section 6.05(a), or

(b) the Consolidated Leverage Ratio is less than immediately prior to such acquisition or merger;

(14) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence;

(15) Indebtedness of a Covenant Party or any of the Restricted Subsidiaries supported by a letter of credit issued pursuant to the Credit Facilities, in a principal amount not in excess of the stated amount of such letter of credit;

(16)(a) any guarantee by a Covenant Party or a Restricted Subsidiary of Indebtedness or other obligations of any Covenant Party that is not the Borrower or any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of this Agreement, or

(b) any guarantee by a Covenant Party or a Restricted Subsidiary of Indebtedness of the Borrower; provided that such guarantee is incurred in accordance with Section 6.10;

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(17) Indebtedness of Foreign Subsidiaries of a Covenant Party or any Restricted Subsidiary incurred not to exceed at any one time outstanding and together with any other Indebtedness incurred under this clause (17) 5.0% of the Total Assets of the Foreign Subsidiaries (it being understood that any Indebtedness incurred pursuant to this clause (17) shall cease to be deemed incurred or outstanding for purposes of this clause (17) but shall be deemed incurred for the purposes of Section 6.05(a) from and after the first date on which such Foreign Subsidiary could have incurred such Indebtedness under the first paragraph of this covenant without reliance on this clause (17));

(18) Indebtedness, Disqualified Stock or Preferred Stock of a Covenant Party or a Restricted Subsidiary incurred to finance or assumed in connection with an acquisition in a principal amount not to exceed $200 million in the aggregate at any one time outstanding together with all other Indebtedness, Disqualified Stock and/or Preferred Stock issued under this clause (18) (it being understood that any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this clause (18) shall cease to be deemed incurred or outstanding for purposes of this clause (18) but shall be deemed incurred for the purposes of Section 6.05(a) from and after the first date on which such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock under Section 6.05(a) without reliance on this clause (18));

(19) Indebtedness of a Covenant Party or any of the Restricted Subsidiaries consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements in each case, incurred in the ordinary course of business;

(20) Indebtedness consisting of Indebtedness issued by a Covenant Party or any of the Restricted Subsidiaries to current or former officers, directors and employees thereof or any direct or indirect parent thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of a Covenant Party, a Restricted Subsidiary or any of their respective direct or indirect parent companies to the extent described in clause (4) of Section 6.03(b);

(21) Indebtedness incurred on behalf of, or representing Guarantees of Indebtedness of, joint ventures of a Covenant Party or any Restricted Subsidiary not in excess of $25 million at any time outstanding; and

(22) Indebtedness incurred by reason of granting the Ratable Security of EMTNs.

(1) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (1) through (22) of

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Section 6.05(b) or is entitled to be incurred pursuant to Section 6.05(a), the Borrower, in its sole discretion, will classify or reclassify such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and will only be required to include the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock in one of the above clauses; provided that all Indebtedness outstanding under the Credit Facilities on the Closing Date will be treated as incurred on the Closing Date under clause (1) of Section 6.05(b); and

(2) at the time of incurrence, the Borrower will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in Section 6.05(a) and Section 6.05(b) above.

Accrual of interest, the accretion of accreted value and the payment of interest or dividends in the form of additional Indebtedness, Disqualified Stock or Preferred Stock, as applicable, will not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this Section 6.05.

For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.

The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

Notwithstanding anything to the contrary, the Borrower will not, and will not permit any Restricted Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is subordinated or junior in right of payment to any Indebtedness of the Borrower or such Restricted Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the Loans or such Restricted Guarantor’s Guarantee to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Borrower or such Restricted Guarantor, as the case may be.

For purposes of this Agreement, Indebtedness that is unsecured is not deemed to be subordinated or junior to Secured Indebtedness merely because it is unsecured, and Senior Indebtedness is not deemed to be subordinated or junior to any other Senior Indebtedness merely because it has a junior priority with respect to the same collateral.

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Section 6.06 Asset Sales.

(a) The Covenant Parties will not, and will not permit any of the Restricted Subsidiaries to, cause, make or suffer to exist an Asset Sale, unless:

(1) a Covenant Party or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Borrower) of the assets sold or otherwise disposed of; and

(2) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by a Covenant Party or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of:

(a) any liabilities (as shown on such Covenant Party’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of a Covenant Party or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Loans, that are assumed by the transferee of any such assets and for which the Covenant Parties and all of the Restricted Subsidiaries have been validly released by all creditors in writing,

(b) any securities received by such Covenant Party or such Restricted Subsidiary from such transferee that are converted by such Covenant Party or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale, and

(c) any Designated Non-cash Consideration received by such Covenant Party or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed 5.0% of Total Assets at the time of the receipt of such Designated Non-cash Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash for purposes of this provision and for no other purpose; and

(3) if such Asset Sale involves the disposition of Collateral, such Covenant Party or such Restricted Subsidiary has complied with the provisions of this Agreement and the Security Documents.

Section 6.07 Transaction with Affiliates.

(a) The Covenant Parties will not, and will not permit any of the Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the

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benefit of, any Affiliate of the Borrower (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $20 million, unless:

(1) such Affiliate Transaction is on terms that are not materially less favorable to the relevant Covenant Party or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by such Covenant Party or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; and

(2) the Borrower delivers to the Administrative Agent with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $50 million, a resolution adopted by the majority of the board of directors of the Borrower approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) of this Section 6.07(a).

(b) The foregoing provisions of Section 6.07(a) will not apply to the following:

(1) transactions between or among the Covenant Parties or any of the Restricted Subsidiaries;

(2) Restricted Payments permitted by Section 6.03 and Permitted Investments;

(3) the payment of management, consulting, monitoring, transaction, advisory and termination fees and related expenses to Valcon Acquisition, B.V., in each case pursuant to the Sponsor Management Agreements;

(4) the payment of reasonable and customary fees paid to, and indemnities provided on behalf of, Officers, directors, employees or consultants of Covenant Parties, any of their direct or indirect parent companies or any of the Restricted Subsidiaries;

(5) transactions in which any of the Covenant Parties or any of the Restricted Subsidiaries, as the case may be, delivers to the Administrative Agent a letter from an Independent Financial Advisor stating that such transaction is fair to such Covenant Party or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable to such Covenant Party or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by such Covenant Party or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis;

(6) any agreement as in effect as of August 9, 2006 or any amendment thereto (so long as any such amendment is not disadvantageous to the Lenders when taken as a whole as compared to the applicable agreement as in effect on August 9, 2006);

(7) the existence of, or the performance by the Covenant Parties or any of the Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of August 9, 2006 and any similar agreements which it may enter

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into thereafter; provided, however, that the existence of, or the performance by the Covenant Parties or any of the Restricted Subsidiaries of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after August 9, 2006 shall only be permitted by this clause (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Lenders when taken as a whole;

(8) the Transactions and the payment of all fees and expenses related to the Transactions, in each case as disclosed in the Original Offering Memorandum;

(9) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement which are fair to the Covenant Parties and the Restricted Subsidiaries, in the reasonable determination of the board of directors of the Borrower or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;

(10) the issuance of Equity Interests (other than Disqualified Stock) of VNU HF to its direct or indirect parent or to any Permitted Holder or the contribution to the common equity of any Covenant Party or Restricted Subsidiary;

(11) sales of accounts receivable, or participations therein, in connection with any Receivables Facility;

(12) payments by a Covenant Party or any of the Restricted Subsidiaries to any of the Investors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the board of directors of the Borrower in good faith;

(13) payments or loans (or cancellation of loans) to employees or consultants of the Covenant Parties, any of their direct or indirect parent companies or any of the Restricted Subsidiaries and employment agreements, stock option plans and other similar arrangements with such employees or consultants which, in each case, are approved by the Borrower in good faith;

(14) Investments by the Investors, a Foreign Parent or any direct or indirect parent of a Foreign Parent in securities of the Covenant Parties or any of the Restricted Subsidiaries so long as (i) the investment is being offered generally to other investors on the same or more favorable terms and (ii) the investment constitutes less than 5% of the proposed or outstanding issue amount of such class of securities; and

(15) transactions in connection with the Ratable Security of EMTNs.

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Section 6.08 Liens.

The Covenant Parties will not, and will not permit any Restricted Guarantor to, directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) that secures obligations under any Indebtedness or any related Guarantee, on any asset or property of the Borrower or any Restricted Guarantor, or any income or profits therefrom, or assign or convey any right to receive income therefrom, other than Liens securing Junior Lien Obligations that are junior in priority (pursuant to the Intercreditor Agreement or any other intercreditor agreement reasonably acceptable to the Administrative Agent) to the Liens on such property, assets or proceeds securing the Loans and related Guarantees.

The foregoing shall not apply to (a) Liens securing the Loans and the related Guarantees, (b) Liens securing Indebtedness permitted to be incurred under Credit Facilities, including any letter of credit facility relating thereto, that was permitted by the terms of this Agreement to be incurred pursuant to clause (1) of Section 6.05(b) and (c) Liens on the Common Collateral which are pari passu with the Liens securing the Loans and the related Guarantees and are incurred to secure Additional Senior Secured Obligations constituting Indebtedness permitted to be incurred pursuant to Section 6.05; provided that, with respect to Liens securing Additional Senior Secured Obligations permitted under this subclause (c), at the time of incurrence and after giving pro forma effect thereto, the Consolidated Senior Secured Debt Ratio would be no greater than 4.75 to 1.0; provided that with respect to Liens securing Senior Secured Obligations permitted under subclause (b) and this subclause (c), the Loans are secured by Liens on the assets subject to such Liens to the extent, with the priority and subject to intercreditor arrangements, in each case no less favorable to the Lenders than the terms of the Security Documents.

Section 6.09 Offer to Purchase Upon Change of Control.

(a) If a Change of Control occurs, unless the Borrower has previously or concurrently mailed a prepayment notice with respect to all the outstanding Loans pursuant to Section 2.05(a), the Borrower shall make an offer to prepay all of the Loans pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest to the date of prepayment. Within 30 days following any Change of Control, the Borrower shall deliver a notice of such Change of Control Offer to the Administrative Agent, the Administrative Agent shall promptly deliver such notice to each Lender to the address of such Lender appearing in the Register, with the following information:

(1) that a Change of Control Offer is being made pursuant to this Section 6.09 and that all Loans properly submitted pursuant to such Change of Control Offer will be prepaid by the Borrower;

(2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);

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(3) that any Loan not properly accepted will remain outstanding and continue to accrue interest;

(4) that unless the Borrower defaults in the payment of the Change of Control Payment, all Loans accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;

(5) that Lenders electing to have any Loans prepaid pursuant to a Change of Control Offer will be required to notify the Administrative Agent prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(6) that Lenders will be entitled to withdraw their election to require the Borrower to prepay such Loans, provided that the Administrative Agent receives, not later than the close of business on the 30th day following the date of the Change of Control notice, a telegram, telex, facsimile transmission or letter setting forth the name of the Lender, the principal amount of Loans to be prepaid, and a statement that such Lender is withdrawing its election to have such Loans prepaid;

(7) if such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and

(8) that if the Borrower is repaying less than all of the Loans, the Lenders of the remaining Loans will hold Loans in a principal amount equal to the amount of the Loans not prepaid. The non-repaid portion of the Loans must be equal to a minimum of $2,000 or an integral multiple of $1,000 in each case in principal amount; and

(9) the other instructions, as determined by the Borrower, consistent with this Section 6.09, that a Lender must follow.

The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not a Lender receives such notice. If (a) the notice is mailed in a manner herein provided and (b) any Lender fails to receive such notice or a Lender receives such notice but it is defective, such Lender’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the prepayment of the Loans as to all other Lenders that properly received such notice without defect.

(b) On the Change of Control Payment Date, the Borrower will, to the extent permitted by law,

(1) prepay all Loans or portions thereof properly accepted in accordance with Section 6.09 and pursuant to the Change of Control Offer, and

(2) deposit with the Administrative Agent an amount equal to the aggregate Change of Control Payment in respect of all Loans or portions thereof accepted for prepayment.

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(c) The Borrower shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Agreement applicable to a Change of Control Offer made by the Borrower and prepays all Loans validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

Section 6.10 Limitation on Guarantees of Indebtedness by Restricted Subsidiaries.

The Covenant Parties will not permit any Restricted Subsidiary that is a Wholly-Owned Subsidiary of a Covenant Party (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities), other than a Guarantor or a Foreign Subsidiary of a Domestic Subsidiary, to guarantee the payment of any Indebtedness of the Borrower or any other Guarantor unless:

(a) such Restricted Subsidiary within 30 days executes and delivers a joinder to this Agreement providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Borrower or any Guarantor:

(1) if the Loans or such Guarantor’s Guarantee are subordinated in right of payment to such Indebtedness, the Guarantee provided under the joinder shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the Loans are subordinated to such Indebtedness; and

(2) if such Indebtedness is by its express terms subordinated in right of payment to the Loans or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Loans or such Guarantor’s Guarantee; and

(b) such Restricted Subsidiary shall within 30 days deliver to the Administrative Agent an Opinion of Counsel reasonably satisfactory to the Administrative Agent;

provided that this Section 6.10 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary.

Section 6.11 Merger, Consolidation or Sale of All or Substantially All Assets.

(a) Neither Borrower nor VNU HF may consolidate or merge with or into or wind up into (whether or not such Person is the surviving corporation), and VNU HF may not sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of

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the Covenant Parties and the Restricted Subsidiaries, taken as a whole, in one or more related transactions, to any Person unless:

(1) such Borrower or VNU HF, as applicable, is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Borrower or VNU HF, as applicable) or the Person to whom such sale, assignment, transfer, lease, conveyance or other disposition will have been made is organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”);

(2) the Successor Company, if other than such Borrower or VNU HF, as applicable, expressly assumes all the obligations of such Borrower under the Loans and the Security Documents or VNU HF under its Guarantee and the Security Documents, as applicable, pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Administrative Agent;

(3) immediately after such transaction, no Default exists;

(4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four-quarter period,

(a) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in Section 6.05(a), or

(b) the Consolidated Leverage Ratio would be less than such ratio immediately prior to such transaction;

(5) each Guarantor, unless it is the other party to the transactions described above, in which case clause (1)(b) of Section 6.11(c) shall apply, shall have by amendment or joinder confirmed that its Guarantee shall apply to such Person’s obligations under this Agreement and the Loans;

(6) the Borrower shall have delivered to the Administrative Agent an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such amendments or joinder, if any, comply with this Agreement;

(7) the Successor Company causes such amendments, supplements or other instruments to be executed, delivered, filed and recorded, as applicable, in such jurisdictions as may be required by applicable law to preserve and protect the Lien of the Security Documents on the Collateral owned by or transferred to the Successor Company;

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(8) the Collateral owned by or transferred to the Successor Company shall (a) continue to constitute Collateral under this Agreement and the Security Documents, (b) be subject to the Lien in favor of the Collateral Agent for the benefit of the Secured Parties, and (c) not be subject to any Lien other than Liens permitted by Section 6.08; and

(9) the property and assets of the Person which is merged or consolidated with or into the Successor Company, to the extent that they are property or assets of the types which would constitute Collateral under the Security Documents, shall be treated as after-acquired property and the Successor Company shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Security Documents in the manner and to the extent required in this Agreement.

(b) The Successor Company will succeed to, and be substituted for such Borrower or VNU HF, as applicable, as the case may be, under this Agreement and the Guarantees, as applicable. Notwithstanding the foregoing clauses (3) and (4) of Section 6.11(a),

(1) any Covenant Party or Restricted Subsidiary may consolidate with or merge into or transfer all or part of its properties and assets to the Borrower or Restricted Guarantor; and

(2) the Borrower may merge with an Affiliate of such Borrower, as the case may be, solely for the purpose of reorganizing such Borrower in a State of the United States so long as the amount of Indebtedness of the Covenant Parties and the Restricted Subsidiaries is not increased thereby.

(c) Subject to releases permitted by Section 10.09, no Restricted Guarantor will, and the Covenant Parties will not permit any Restricted Guarantor to, consolidate or merge with or into or wind up into (whether or not the Borrower or Restricted Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

(1)(a) such Restricted Guarantor is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Restricted Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the jurisdiction of organization of such Restricted Guarantor, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Restricted Guarantor or such Person, as the case may be, being herein called the “Successor Person”);

(b) the Successor Person, if other than such Restricted Guarantor, expressly assumes all the obligations of such Restricted Guarantor under this Agreement and such Restricted Guarantor’s related Guarantee pursuant to amendments, joinders or other documents or instruments in form reasonably satisfactory to the Administrative Agent;

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(d) the Borrower shall have delivered to the Administrative Agent an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Agreement; or

(2) in the case of any Restricted Guarantor other than VNU HF, the transaction does not violate Section 6.06.

(d) In the case of Section 6.11(c)(1) above, the Successor Person will succeed to, and be substituted for, such Restricted Guarantor under this Agreement and such Restricted Guarantor’s Guarantee. Notwithstanding the foregoing, any Restricted Guarantor may merge into or transfer all or part of its properties and assets to another Restricted Guarantor or the Borrower.

Notwithstanding the foregoing, solely for purposes of this Section 6.11, the sale, transfer, conveyance or other disposal of ACN and its Subsidiaries that are Restricted Subsidiaries shall not constitute a sale, transfer, conveyance or other disposal of all or substantially all of the assets of the Covenant Parties and the Restricted Subsidiaries, taken as a whole, so long as, at the time of such transaction, (a) the EBITDA of ACN and its Restricted Subsidiaries on a consolidated basis for the four most recently ended fiscal quarters for which internal financial statements are available represented less than 45% of the EBITDA of the Covenant Parties and the Restricted Subsidiaries on a consolidated basis for the same four-quarter period and (b) the Covenant Parties and the Restricted Subsidiaries would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in Section 6.05(a).

Section 6.12 Additional Collateral and Guarantors

(a) Subject to Section 6.13, upon the acquisition by the Borrower or any Guarantor of any First Priority After-Acquired Property, the Borrower or such Guarantor shall execute and deliver such mortgages, deeds of trust, deeds to secure debt, preferred ship mortgages, security instruments, financing statements and certificates, opinions of counsel or such other documentation substantially similar to the documentation delivered to secure Senior Credit Facility Obligations (including, without limitation title insurance policies, surveys and other documentation as may be reasonably required by the Collateral Agent and consistent with the requirements for similar Collateral in which security interest or Liens were taken on the Closing Date) as shall be reasonably necessary to vest in the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest or lien, subject only to Permitted Liens, in such First Priority After-Acquired Property and to have such First Priority After-Acquired Property (but subject to certain limitations, if applicable, including as described the Security Documents) added to the Collateral, and thereupon all provisions of this Agreement relating to the Collateral shall be deemed to relate to such First Priority After-Acquired Property to the same extent and with the same force and effect to the extent required hereunder. The Borrower and the Guarantors shall take such actions as may be required to ensure that the Loan Obligations are at all times secured on collateral at least ratably with the Senior Credit Facility

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Obligations and all other Secured Obligations pursuant to the First Lien Security Documents. In the event that any Subsidiary of VNU HF shall at any time be or become a guarantor of the Senior Credit Facility Obligations or any other Senior Secured Obligations, the Borrower shall cause such Subsidiary concurrently to become a party to this Agreement as a Guarantor pursuant to a guaranty supplement and such other documentation as the Administrative Agent may reasonably require.

Section 6.13 Post-Closing Requirements.

As soon as reasonably practicable after the Closing Date, but not later than ninety (90) days after the Closing Date (subject to extension by the Collateral Agent and the Administrative Agent in their reasonable discretion), deliver each First Lien Security Document set forth on Schedule 6.13(a), duly executed by each Loan Party party thereto, together with all documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral having the priority required by the Loan Documents.

Section 6.14 Notices under Senior Credit Facilities, Information and Inspection.

(a) The Borrower shall promptly provide to the Administrative Agent and (for distribution to each Lender) copies of all notices, reports, financial statements, certificates and other documents which it provides to the agents or lenders pursuant to the Credit Agreement. The Borrower shall also provide promptly such information regarding the business, legal, financial, or corporate affairs of the Loan Parties or any of their Respective Subsidiaries, or compliance with the Loan Documents, as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request.

(b) The Borrower shall permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the reasonable expense of the Borrowers and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.13 and the Administrative Agent shall not exercise such rights more often than two (2) times during any calendar year and only one (1) such time shall be at the Borrowers’ expense; provided further that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrowers the opportunity to participate in any discussions with the Borrowers’ independent public accountants.

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Section 6.15 Suspension of Certain Covenants.

(a) During any period of time that: (i) the Borrower has Investment Grade Ratings from both Rating Agencies and (ii) no Default has occurred and is continuing under this Agreement (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Covenant Parties and the Restricted Subsidiaries shall not be subject to Section 6.03 hereof, Section 6.04 hereof, Section 6.05 hereof, Section 6.06 hereof, Section 6.07 hereof, Section 6.09 hereof and Section 6.11(a)(4) hereof (the “Suspended Covenants”).

(b) In the event that the Covenant Parties and the Restricted Subsidiaries are not subject to the Suspended Covenants under this Agreement for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Loans below an Investment Grade Rating then the Covenant Parties and the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants under this Agreement. The period of time between the Covenant Suspension Event and the Reversion Date is referred to herein as the “Suspension Period”.

(c) In the event that the Covenant Parties and the Restricted Subsidiaries are not subject to the Suspended Covenants and the Borrower or any of its Affiliates enter into an agreement to effect a transaction that would result in a Change of Control and one or more of the Rating Agencies indicate that if consummated, such transaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrade the ratings assigned to the Loans below an Investment Grade Rating, then the Covenant Parties and the Restricted Subsidiaries shall thereafter again be subject to Section 6.09 hereof with respect to future events, including, without limitation, a proposed transaction described in this clause (c).

(d) On each Reversion Date, all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified as having been incurred or issued pursuant to Section 6.05(a) or Section 6.05(b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to Sections 6.05(a) or (b), such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Closing Date, so that it is classified as permitted under Section 6.05(b)(3). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 6.03 will be made as though Section 6.03 had been in effect since the Closing Date and throughout the Suspension Period. For the avoidance of doubt, Restricted Payments made during the Suspension Period shall reduce the amount available to be made as Restricted Payments under Section 6.03(a). No Default or Event of Default shall be deemed to have occurred on the Reversion Date as a result of any actions taken by the Borrower or its Restricted Subsidiaries during the Suspension Period. For purposes of

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Section 2.05(b), on the Reversion Date, the unutilized Collateral Excess Proceeds and Excess Proceeds amount shall be reset to zero.

(e) The Borrower shall deliver promptly to the Administrative Agent an Officer’s Certificate notifying it of any such occurrence under this Section 6.14.

ARTICLE VII.

Events Of Default and Remedies

Section 7.01 Events of Default.

(a) Any of the following shall constitute an event of default (an “Event of Default”):

(1) a default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Loans; or

(2) a default for 30 days or more in the payment when due of interest on or with respect to the Loans; or

(3) failure by the Borrower or any Guarantor for 60 days after receipt of written notice given by the Administrative Agent to comply with any of its obligations, covenants or agreements (other than a default referred to in clauses (1) and (2) above) contained in any Loan Document; or

(4) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by any Covenant Party or any of the Restricted Subsidiaries or the payment of which is guaranteed by any Covenant Parties or any of the Restricted Subsidiaries, other than Indebtedness owed to a Covenant Parties or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the incurrence of the Loans, if both:

(i) such default either results from the failure to make any payment with respect to such Indebtedness when due (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness when due and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity; and

(ii) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to make any payment with respect thereto (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $100.0 million or more at any one time outstanding;

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(5) failure by a Covenant Party or any Significant Party to pay final judgments aggregating in excess of $100 million, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding have been commenced by any creditor upon such judgment or decree which is not promptly stayed;

(6) any Covenant Party or any of the Restricted Subsidiaries that is a Significant Party or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Party, pursuant to or within the meaning of any Bankruptcy Law:

(i) commences proceedings to be adjudicated bankrupt or insolvent;

(ii) consents to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under applicable Bankruptcy law;

(iii) consents to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of it or for all or substantially all of its property;

(iv) makes a general assignment for the benefit of its creditors; or

(v) generally is not paying its debts as they become due;

(7) the Guarantee of any Significant Party shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of any Guarantor that is a Significant Party, as the case may be, denies that it has any further liability under its Guarantee or gives notice to such effect, other than by reason of the termination of this Agreement or the release of any such Guarantee in accordance with this Agreement;

(8) unless all of the Collateral has been released from the first priority Liens in accordance with the provisions of the Security Documents, the first priority Liens on all or substantially all of the Collateral securing the Loan Obligations cease to be valid or enforceable or have the priority required by the Security Documents and such Default continues for 30 days, or the Borrower shall assert or any Guarantor shall assert, in any pleading in any court of competent jurisdiction, that any such security interest is invalid or unenforceable and, in the case of any such Person that is a Subsidiary of Covenant Parties, Covenant Parties fail to cause such Subsidiary to rescind such assertions within 30 days after the Covenant Parties have actual knowledge of such assertions; or

(9) the failure by the Borrower or any Guarantor to comply for 60 days after notice with its other agreements contained in the Security Documents except for a failure that would not be material to the Lenders and would not materially affect the value of the Collateral taken as a whole.

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(b) In the event of any Event of Default specified in clause (4) of Section 7.01(a), such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Loans) shall be annulled, waived and rescinded, automatically and without any action by the Administrative Agent or the Lenders, if within 20 days after such Event of Default arose:

(1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; or

(2) lenders or holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or

(3) the default that is the basis for such Event of Default has been cured.

Section 7.02 Remedies upon Event of Default.

(a) If any Event of Default occurs and is continuing, the Administrative Agent may and, at the request of the Required Lenders, shall take any or all of the following actions:

(i) declare the commitment of each Lender to make Loans to be terminated, whereupon such commitments and obligation shall be terminated;

(ii) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; and

(iii) subject to the Intercreditor Agreement, exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law with respect to the Collateral or otherwise.

(b) Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) of Section 7.01(a), all outstanding Loans shall be due and payable immediately without further action or notice.

Section 7.03 Application of Funds.

Subject to the Intercreditor Agreement, after the exercise of remedies provided for in Section 7.02, any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law):

First, to payment of that portion of the Loan Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including

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Attorney Costs payable under Section 9.04 and amounts payable under Article III) payable to the Administrative Agent or the Collateral Agent in its capacity as such;

Second, to payment of that portion of the Loan Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including Attorney Costs payable under Section 9.04 and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause Second payable to them;

Third, to payment of that portion of the Loan Obligations constituting accrued and unpaid interest on the Loans ratably among the Secured Parties in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the Loan Obligations constituting unpaid principal of the Loans ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them;

Fifth, to the payment of all other Loan Obligations of the Borrower that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and

Last, the balance, if any, after all of the Loan Obligations have been paid in full, to the Borrower or as otherwise required by Law.

ARTICLE VIII.

Administrative Agent and Other Agents

Section 8.01 Appointment and Authorization of Agents.

(a) Each Lender hereby irrevocably appoints, designates and authorizes each of the Administrative Agent and the Collateral Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, neither the Administrative Agent nor the Collateral Agent shall have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent or the Collateral Agent have or be deemed to have any fiduciary relationship with any Lender or Participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent or the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary, agency, trust or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term

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is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

(b) Each of the Secured Parties hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of (and to hold any security interest created by the Security Documents for and on behalf of or on trust for and to enter into any “Parallel Debt” as defined in the Security Documents governed by Dutch law) such Secured Party for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent (and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent), shall be entitled to the benefits of all provisions of this Article VIII (including, Section 8.07, as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent under the Loan Documents) as if set forth in full herein with respect thereto.

Section 8.02 Delegation of Duties.

Each of the Administrative Agent and the Collateral Agent may execute any of its duties under this Agreement or any other Loan Document (including for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents or of exercising any rights and remedies thereunder) by or through agents, employees or attorneys-in-fact including for the purpose of any Borrowings, such sub-agents as shall be deemed necessary by the Administrative Agent or the Collateral Agent, as the case may be, and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or sub-agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct (as determined in the final judgment of a court of competent jurisdiction). Each of the Secured Parties hereby irrevocably authorizes the Administrative Agent and the Collateral Agent to execute the Intercreditor Agreement, and any other intercreditor agreement which satisfies the requirements of this Agreement, and agrees to be bound by the terms thereof.

Section 8.03 Liability of Agents.

No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or Participant for any recital, statement, representation or warranty made by any Loan Party or any officer thereof, contained herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent or the Collateral Agent under or in connection with, this Agreement or any other Loan

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Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or for any failure of any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof.

Section 8.04 Reliance by Agents.

(a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by such Agent. Each Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. No Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or (where so instructed) refraining from acting hereunder or any of the other Loan Documents in accordance with the instructions of Required Lenders (or such other Lenders as may be required to give such instructions under Section 9.01).

(b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Section 8.05 Notice of Default.

The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the Lenders, unless the Administrative Agent shall have received written notice from a Lender or any Borrower referring to this Agreement, describing such Default and stating that such notice is a “notice of

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default.” The Administrative Agent will notify the Lenders of its receipt of any such notice. The Administrative Agent shall take such action with respect to any Event of Default as may be directed by the Required Lenders in accordance with Article VII; provided that unless and until the Administrative Agent has received any such direction, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Event of Default as it shall deem advisable or in the best interest of the Lenders.

Section 8.06 Credit Decision; Disclosure of Information by Agents.

Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to any Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent herein, such Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their Affiliates which may come into the possession of any Agent-Related Person.

Section 8.07 Indemnification of Agents.

Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of any Loan Party and without limiting the obligation of any Loan Party to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities incurred by it; provided that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities resulting from such Agent-Related Person’s own gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction; provided that no action taken in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Loan Documents) shall be deemed to constitute gross negligence or willful misconduct for

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purposes of this Section 8.07. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section 8.07 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each of the Administrative Agent and the Collateral Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Administrative Agent or the Collateral Agent, as the case may be, in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent or the Collateral Agent, as the case may be, is not reimbursed for such expenses by or on behalf of the Loan Parties. The undertaking in this Section 8.07 shall survive termination of the Commitments, the payment of all other Obligations and the resignation of the Administrative Agent or the Collateral Agent, as the case may be.

Section 8.08 Agents in their Individual Capacities.

Xxxxxxx Xxxxx Lending Partners LLC and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire Equity Interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with the Borrower and its respective Affiliates as though Xxxxxxx Sachs Lending Partners LLC were not the Administrative Agent hereunder and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, Xxxxxxx Xxxxx Lending Partners LLC or its Affiliates may receive information regarding the Borrower or its respective Affiliates (including information that may be subject to confidentiality obligations in favor of any such Borrower or such Affiliate) and acknowledge that the Administrative Agent shall not be under any obligation to provide such information to them. With respect to its Loans, Xxxxxxx Sachs Lending Partners LLC and its Affiliates shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not the Administrative Agent, and the terms “Lender” and “Lenders” include Xxxxxxx Xxxxx Lending Partners LLC in its individual capacity. Any successor to Xxxxxxx Sachs Lending Partners LLC as the Administrative Agent shall also have the rights attributed to Xxxxxxx Xxxxx Lending Partners LLC under this paragraph.

Section 8.09 Successor Agents.

The Administrative Agent may resign as the Administrative Agent upon 30 days’ prior written notice to the Lenders and Xxxxxxx. The Administrative Agent shall have the right to appoint a financial institution as a successor agent, which successor agent shall be consented to by the Required Lenders and (except during the existence of an Event of Default under Section 7.01(a)(7)) by Xxxxxxx (each such consent not to be unreasonably withheld or delayed). If no successor agent is appointed by the Administrative Agent upon its resignation, the Required Lenders shall appoint a financial institution as a successor agent for the Lenders, which successor agent shall be consented to by Xxxxxxx at all times other than during the existence of an Event of Default under Section 7.01(a)(7) (which consent of Xxxxxxx shall not be unreasonably

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withheld or delayed). Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term “Administrative Agent” shall mean such successor administrative agent and/or Supplemental Agent, as the case may be, and the retiring Administrative Agent’s appointment, powers and duties as the Administrative Agent shall be terminated. After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article VIII and Sections 9.04 and 9.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement. Notwithstanding the foregoing, if no successor agent has been appointed as the Administrative Agent by the date which is thirty (30) days following the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Security Documents or (b) otherwise ensure that Section 6.12 is satisfied, the successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article VIII shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent.

The Collateral Agent may resign upon the terms set forth in the Intercreditor Agreement.

Section 8.10 Administrative Agent May File Proofs of Claim.

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on any Borrower or the Collateral Agent) shall be (to the fullest extent permitted by mandatory provisions of applicable Law) entitled and empowered, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Loan Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Collateral Agent and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Collateral Agent and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the Collateral Agent

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and the Administrative Agent under Sections 2.09 and 9.04) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, curator, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent or the Collateral Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent or the Collateral Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and their respective agents and counsel, and any other amounts due the Administrative Agent or the Collateral Agent under Sections 2.09 and 9.04.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

Section 8.11 Collateral and Guaranty Matters.

The Lenders irrevocably agree:

(a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Commitments and payment in full of all Loan Obligations (other than contingent indemnification obligations not yet accrued and payable), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than a Person required to xxxxx x Xxxx to the Administrative Agent or the Collateral Agent under the Loan Documents (or, if such transferee is a Person required to xxxxx x Xxxx to the Administrative Agent or the Collateral Agent on such asset, at the option of the applicable Loan Party, such Lien on such asset may still be released in connection with the transfer so long as (i) the transferee grants a new Lien to the Administrative Agent or Collateral Agent on such asset substantially concurrently with the transfer of such asset, (ii) the transfer is between parties organized under the laws of different jurisdictions and at least one of such parties is a Foreign Subsidiary and (iii) the priority of the new Lien is the same as that of the original Lien), (iii) subject to Section 9.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below or (v) upon the terms of the Security Documents or the Intercreditor Agreement;

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(b) To release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by clause (13) of the definition of Permitted Liens; and

(c) That any Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Credit Facilities Obligations.

Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 8.11. In each case as specified in this Section 8.11, the Administrative Agent or the Collateral Agent will (and each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as the Borrower may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Security Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 8.11.

Section 8.12 Arranger.

The Arranger shall not have any obligation, liability, responsibility or duty under this Agreement. Without limiting the foregoing, none of the Arranger, the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.

Section 8.13 Appointment of Supplemental Agents.

(a) It is the purpose of this Agreement and the other Loan Documents that there shall be no violation of any Law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation under this Agreement or any of the other Loan Documents, and in particular in case of the enforcement of any of the Loan Documents, or in case the Administrative Agent or the Collateral Agent deems that by reason of any present or future Law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Loan Documents or take any other action which may be desirable or necessary in connection therewith, the Administrative Agent and the Collateral Agent are hereby authorized to appoint an additional individual or institution selected by the Administrative Agent or the Collateral Agent in its sole discretion as a separate trustee, co-trustee, administrative agent, collateral agent, administrative sub-agent or administrative co-agent (any such additional

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individual or institution being referred to herein individually as a “Supplemental Agent” and collectively as “Supplemental Agents”).

(b) In the event that the Collateral Agent appoints a Supplemental Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended by this Agreement or any of the other Loan Documents to be exercised by or vested in or conveyed to the Collateral Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Agent to the extent, and only to the extent, necessary to enable such Supplemental Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Loan Documents and necessary to the exercise or performance thereof by such Supplemental Agent shall run to and be enforceable by either the Collateral Agent or such Supplemental Agent, and (ii) the provisions of this Article VIII and of Sections 9.04 and 9.05 that refer to the Administrative Agent shall inure to the benefit of such Supplemental Agent and all references therein to the Collateral Agent shall be deemed to be references to the Collateral Agent and/or such Supplemental Agent, as the context may require.

(c) Should any instrument in writing from any Loan Party be required by any Supplemental Agent so appointed by the Administrative Agent or the Collateral Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, such Loan Party shall execute, acknowledge and deliver any and all such instruments promptly upon request by the Administrative Agent or the Collateral Agent. In case any Supplemental Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Agent, to the extent permitted by Law, shall vest in and be exercised by the Administrative Agent until the appointment of a new Supplemental Agent.

ARTICLE IX.

Miscellaneous

Section 9.01 Amendments, Etc.

Except as otherwise set forth in this Agreement, no amendment or waiver of any provision of this Agreement, any other Loan Document or the Intercreditor Agreement, and no consent to any departure by any Loan Party therefrom, shall be effective unless in writing signed by Administrative Agent (with the consent of the Required Lenders) and such Loan Party and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that, no such amendment, waiver or consent shall:

(a) extend or increase the Commitment of any Lender without the written consent of each Lender holding such Commitment (it being understood that a waiver of any condition precedent or of any Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension or increase of any Commitment of any Lender);

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(b) postpone any date scheduled for, or reduce or forgive the amount of, any payment of principal or interest under Section 2.07 or 2.08 without the written consent of each Lender holding the applicable Loan Obligation (it being understood that the waiver of (or amendment to the terms of) any mandatory prepayment of the Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest;

reduce or forgive the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause (iii) of the second proviso to this Section 9.01) any fees or other amounts payable hereunder or under any other Loan Document (or change the timing of payments of such fees or other amounts) without the written consent of each Lender holding such Loan, or to whom such fee or other amount is owed; provided that, only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrowers to pay interest at the Default Rate;

(c) change any provision of this Section 9.01, the definition of “Required Lenders” or “Pro Rata Share” or Section 2.06, 2.12(a), 2.13 or 7.03 without the written consent of each Lender;

(d) other than in connection with a transaction permitted under Section 6.11, release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender;

(e) other than in connection with a transaction permitted under Section 6.11, release all or substantially all of the aggregate value of the Guarantees, without the written consent of each Lender;

and provided further that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent, as applicable, in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any other Loan Document and (ii) Section 9.07(h) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender (it being understood that any Commitments or Loans held or deemed held by any Defaulting Lender shall be excluded for a vote of the Lenders hereunder requiring any consent of the Lenders).

Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrowers (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Loans and the accrued interest and fees in respect thereof and (b) to include

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appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.

Notwithstanding anything to the contrary contained in Section 9.01, guarantees, collateral security documents and related documents executed by Foreign Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Collateral Agent and may be, together with this Agreement, amended and waived with the consent of the Collateral Agent at the request of Xxxxxxx without the need to obtain the consent of any other Lender if such amendment or waiver is delivered in order (i) to comply with the local Law or advice of local counsel, (ii) to cure ambiguities or defects or (iii) to cause such guarantee, collateral security document or other document to be consistent with this Agreement and the other Loan Documents.

Section 9.02 Notices and Other Communications; Facsimile Copies.

(a) General. Unless otherwise expressly provided herein, all notices and other communications provided for hereunder or under any other Loan Document shall be in writing (including by facsimile transmission). All such written notices shall be mailed, faxed or delivered to the applicable address, facsimile number or electronic mail address, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i) if to the Borrower or the Administrative Agent or the Collateral Agent, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 9.02 or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the other parties; and

(ii) if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the Borrower and the Administrative Agent or the Collateral Agent.

All such notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail, four (4) Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed by telephone; and (D) if delivered by electronic mail (which form of delivery is subject to the provisions of Section 9.02(c)), when delivered; provided that notices and other communications to the Administrative Agent and the Collateral Agent pursuant to Article II shall not be effective until actually received by such Person. In no event shall a voice mail message be effective as a notice, communication or confirmation hereunder.

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(b) Effectiveness of Facsimile Documents and Signatures. Loan Documents may be transmitted and/or signed by facsimile. The effectiveness of any such documents and signatures shall, subject to applicable Law, have the same force and effect as manually signed originals and shall be binding on all Loan Parties, the Administrative Agent and the Lenders.

(c) Reliance by Agents and Lenders. The Administrative Agent, the Collateral Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices) purportedly given by or on behalf of any Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify each Agent-Related Person and each Lender from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of any Borrower in the absence of gross negligence or willful misconduct. All telephonic notices to the Administrative Agent or Collateral Agent may be recorded by the Administrative Agent or the Collateral Agent, and each of the parties hereto hereby consents to such recording.

(d) Electronic Communications.

(i) Notices and other communications to Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and internet or intranet websites, including IntraLinks/IntraAgency, SyndTrak or another relevant website or other information platform (the “Platform”)) pursuant to procedures approved by Administrative Agent, provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender has notified Administrative Agent that it is incapable of receiving notices under such Section by electronic communication. Administrative Agent or Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications. Unless Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(ii) Each Loan Party understands that the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution and agrees and assumes the risks associated with such electronic distribution, except to the extent caused by the willful misconduct or

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gross negligence of Administrative Agent, as determined by a final, non-appealable judgment of a court of competent jurisdiction.

(iii) The Platform and any Approved Electronic Communications are provided “as is” and “as available”. No Agent-Related Person warrant the accuracy, adequacy, or completeness of the Approved Electronic Communications or the Platform and each expressly disclaims liability for errors or omissions in the Platform and the Approved Electronic Communications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects is made by any Agent-Related Person in connection with the Platform or the Approved Electronic Communications.

(iv) Each Loan Party, each Lender, and each of the Administrative Agent and the Collateral Agent agrees that Administrative Agent may, but shall not be obligated to, store any Approved Electronic Communications on the Platform in accordance with Administrative Agent’s customary document retention procedures and policies.

(v) Any notice of Default or Event of Default may be provided by telephone if confirmed promptly thereafter by delivery of written notice thereof.

Section 9.03 No Waiver; Cumulative Remedies.

No failure by any Lender or the Administrative Agent or the Collateral Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.

Section 9.04 Attorney Costs and Expenses.

Whether or not the transactions contemplate hereby are consummated, the Borrower agrees (a) to pay or reimburse the Administrative Agent, the Collateral Agent, the Arranger and the Lenders party hereto on the date hereof (the “Initial Lenders”) for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication and execution of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Weil, Gotshal & Xxxxxx LLP, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, the Arranger and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement (whether through negotiations, legal proceedings or otherwise)

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of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all respective Attorney Costs of counsel to the Administrative Agent, the Collateral Agent and the Initial Lenders). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other (reasonable, in the case of Section 9.04(a)) out-of-pocket expenses incurred by the Administrative Agent and the Initial Lenders. The agreements in this Section 9.04 shall survive the termination of the Commitments and repayment of all other Obligations. All amounts due under this Section 9.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion.

Section 9.05 Indemnification by the Borrower.

Whether or not the transactions contemplated hereby are consummated, the Borrower shall indemnify and hold harmless each Agent-Related Person, the Arranger, each Lender and its respective Affiliates, and directors, partners, officers, employees, counsel, agents, trustees, investment advisors and attorneys-in-fact of each of the foregoing (collectively the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment or Loan or the use or proposed use of the proceeds therefrom, or (c) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Loan Parties or any Subsidiary, or any Environmental Liability related in any way to the Loan Parties or any Subsidiary, or (d) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from the gross negligence or willful misconduct of such Indemnitee or of any affiliate, director, partner, officer or employee of such Indemnitee, as determined by the final, non-appealable judgment of a court of competent jurisdiction. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee or the Borrower or any Subsidiary have any liability for any special, punitive,

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indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 9.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, any Loan Party’s directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are consummated. All amounts due under this Section 9.05 shall be paid within ten (10) Business Days after demand therefor; provided, however, that such Indemnitee shall promptly refund such amount to the extent that there is a final, non-appealable judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 9.05. The agreements in this Section 9.05 shall survive the resignation of the Administrative Agent or the Collateral Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Loan Obligations.

Section 9.06 Payments Set Aside.

To the extent that any payment by or on behalf of any Borrower is made to the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall, to the fullest extent possible under provisions of applicable Law, be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the applicable Overnight Rate from time to time in effect.

Section 9.07 Successors and Assigns.

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (except as permitted by Section 6.11) and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Assignee pursuant to an assignment made in accordance with the provisions of Section 9.07(b) (such an assignee, an “Eligible Assignee”), (ii) by way of participation in accordance with the provisions of Section 9.07(e), (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 9.07(g) or (iv) to an SPC in accordance with the provisions of

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Section 9.07(h) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 9.07(e) and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees (“Assignees”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of (A) Xxxxxxx, provided that no consent of Xxxxxxx shall be required for an assignment to a Lender, an Affiliate of a Lender, or an Approved Fund and (B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Loan to a Lender, an Affiliate of a Lender or an Approved Fund or if an Event of Default under Sections 7.01(a)(1), 7.01(a)(2) or 7.01(a)(6) has occurred and is continuing.

(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000, and shall be in increments of $1,000,000 in excess thereof unless each of Xxxxxxx and the Administrative Agent otherwise consents, provided that such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any;

(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; (except that no such registration and processing fee shall be payable (y) in connection with an assignment by or to Xxxxxxx Sachs Lending Partners LLC or any Affiliate thereof or (z) in the case of an Assignee which is already a Lender or is an affiliate or Approved Funds of a Lender or a Person under common management with a Lender); and

(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(c) Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 9.07(d), from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the

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extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 9.04 and 9.05 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, and the surrender by the assigning Lender of its Note, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause (c) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 9.07(e).

(d) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and related interest amounts) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, the Administrative Agent and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(e) Any Lender may at any time, after consultation with Xxxxxxx, sell participations to any Person (other than a natural person) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement or the other Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 9.01 that requires the affirmative vote of such Lender. Subject to Section 9.07(f), the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01 and 3.04 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 9.07(c) but shall not be entitled to recover greater amounts under such Sections than the selling Lender would be entitled to recover. To the extent permitted by applicable Law, each Participant also shall be entitled to the benefits of Section 9.09 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender.

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(f) A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Xxxxxxx’x prior written consent. A Participant shall not be entitled to the benefits of Section 3.01 unless Xxxxxxx is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 3.01 as though it were a Lender.

(g) Any Lender may, without the consent of the Borrower or the Administrative Agent, at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(h) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “SPC”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under Section 3.01, or 3.04), (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative Agent and with the payment of a processing fee of $3,500, assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such SPC.

(i) Notwithstanding anything to the contrary contained herein, without the consent of the Borrower or the Administrative Agent, (1) any Lender may in accordance with applicable Law create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it and (2) any Lender that is a Fund may create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it to the trustee for holders of obligations owed, or securities issued, by such Fund as security for such obligations or securities;

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provided that unless and until such trustee actually becomes a Lender in compliance with the other provisions of this Section 9.07, (i) no such pledge shall release the pledging Lender from any of its obligations under the Loan Documents and (ii) such trustee shall not be entitled to exercise any of the rights of a Lender under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.

Section 9.08 Confidentiality.

Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information, in accordance with such Administrative Agent’s and such Lender’s customary procedures for handling confidential information of such nature, except that Information may be disclosed (a) to its Affiliates and its and its Affiliates’ directors, officers, employees, trustees, investment advisors and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent requested by any Governmental Authority; (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process; (d) to any other party to this Agreement; (e) subject to an agreement containing provisions substantially the same as those of this Section 9.08 (or as may otherwise be reasonably acceptable to Xxxxxxx), to any pledgee referred to in Section 9.07(g), Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement or to any direct or indirect contractual counterparty (or the professional advisors thereto) to any swap, derivative transaction relating to the Borrower and its obligations; (f) with the written consent of Xxxxxxx; (g) to the extent such Information becomes publicly available other than as a result of a breach of this Section 9.08; (h) to any Governmental Authority or examiner (including the National Association of Insurance Commissioners or any other similar organization) regulating any Lender; (i) to any rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Information relating to Loan Parties and their Subsidiaries received by it from such Lender); or (j) in connection with the exercise of any remedies hereunder, under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement or rights hereunder or thereunder. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and publicly available information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Administrative Agent and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents, the Commitments, and the Borrowing. For the purposes of this Section 9.08, “Information” means all information received from the Loan Parties relating to any Loan Party or any Subsidiary or its business, other than any such information that is publicly available to the Administrative Agent or any Lender prior to disclosure by any Loan Party other than as a result of a breach of this Section 9.08; provided that, in the case of information received from a Loan Party after the date hereof, such information is clearly identified at the time of delivery as confidential or is delivered pursuant to Section 6.01 hereof.

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Section 9.09 Setoff.

In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 9.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have.

Section 9.10 Interest Rate Limitation.

Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the applicable Borrower. In determining whether the interest contracted for, charged, or received by an Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

Section 9.11 Counterparts.

This Agreement and each other Loan Document may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier of an executed counterpart of a signature page to this Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart of this Agreement and such other Loan Document. The Agents may also require that any such documents and signatures delivered by telecopier be confirmed by

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a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier.

Section 9.12 Integration.

This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document (other than any Loan Documents expressly governed by the laws of The Netherlands), the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Administrative Agent or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.

Section 9.13 Severability.

If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 9.14 GOVERNING LAW.

THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT (OTHER THAN ANY LOAN DOCUMENTS EXPRESSLY GOVERNED BY THE LAWS OF THE NETHERLANDS) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(a) ANY LEGAL ACTION OR PROCEEDING ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT IN XXX XXXXXX XX XXX XXXXX XX XXX XXXX SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH LOAN PARTY, EACH AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH LOAN PARTY, EACH AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR

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PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS IN THE MANNER PROVIDED FOR NOTICES (OTHER THAN TELECOPIER) IN SECTION 9.02. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

Section 9.15 WAIVER OF RIGHT TO TRIAL BY JURY.

EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 9.15 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Section 9.16 Binding Effect.

This Agreement shall become effective when it shall have been executed by the Loan Parties and the Administrative Agent shall have been notified by each Lender that each such Lender has executed it and thereafter shall be binding upon and inure to the benefit of the Loan Parties, the Administrative Agent and each Lender and their respective successors and assigns, in each case in accordance with Section 9.07 (if applicable) and except that no Loan Party shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders except as permitted by Section 6.11.

Section 9.17 Judgment Currency.

If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of each Borrower in respect of any such sum due from it to the Administrative Agent, the Collateral Agent or the Lenders hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in

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accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or the Collateral Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or the Collateral Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or the Collateral Agent from the Borrower in the Agreement Currency, each Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Collateral Agent or the Person to whom such obligation was owing against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent or the Collateral Agent in such currency, the Administrative Agent or the Collateral Agent agrees to return the amount of any excess to the applicable Borrower (or to any other Person who may be entitled thereto under applicable Law).

Section 9.18 Lender Action.

Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy against any Loan Party or any other obligor under any of the Loan Documents (including the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral or any other property of any such Loan Party, without the prior written consent of the Administrative Agent. The provision of this Section 9.18 are for the sole benefit of the Lenders and shall not afford any right to, or constitute a defense available to, any Loan Party.

Section 9.19 USA Patriot Act.

Each Lender that is subject to the USA Patriot Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name, address and tax identification number of each Borrower and other information regarding such Borrower that will allow such Lender or the Administrative Agent, as applicable, to identify such Borrower in accordance with the USA Patriot Act. This notice is given in accordance with the requirements of the USA Patriot Act and is effective as to the Lenders and the Administrative Agent.

Section 9.20 No Fiduciary Duty.

The Administrative Agent, the Collateral Agent, each Lender, the Arranger and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of Borrower, its stockholders and/or its affiliates. Borrower agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and Borrower, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including

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the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of Borrower, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise Borrower, its stockholders or its Affiliates on other matters) or any other obligation to Borrower except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of Borrower, its management, stockholders, creditors or any other Person. Borrower acknowledges and agrees that Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Borrower agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Borrower, in connection with such transaction or the process leading thereto.

ARTICLE X.

Guarantee

Section 10.01 The Guarantee.

Each Guarantor hereby jointly and severally with the other Guarantors guarantees, as a primary obligor and not as a surety to each Secured Party and their respective successors and assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of (i) the Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code and (ii) any other Debtor Relief Laws) on the Loans made by the Lenders to, and the Loans held by each Lender of, any Borrower (other than such Guarantor), and all other Loan Obligations from time to time owing to the Secured Parties by any Loan Party under any Loan Document, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby jointly and severally agree that if the Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

Section 10.02 Obligations Unconditional.

The obligations of the Guarantors under Section 10.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or

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enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:

(i) at any time or from time to time, without notice to the Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;

(ii) any of the acts mentioned in any of the provisions of this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted;

(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be amended in any respect, or any right under the Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with;

(iv) any Lien or security interest granted to, or in favor of, any Lender or Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or

(v) the release of any other Guarantor pursuant to Section 10.09.

The Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against the Borrower under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against

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any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.

Section 10.03 Reinstatement.

The obligations of the Guarantors under this Article X shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrower or other Loan Party in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise.

Section 10.04 Subrogation; Subordination.

Each Guarantor hereby agrees that until the payment and satisfaction in full in cash of all Guaranteed Obligations and the expiration and termination of the Commitments of the Lenders under this Agreement it shall waive any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 10.01, whether by subrogation or otherwise, against any Borrower or any other Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations.

Section 10.05 Remedies.

The Guarantors jointly and severally agree that, as between the Guarantors and the Lenders, the obligations of the Borrower under this Agreement and the Notes, if any, may be declared to be forthwith due and payable as provided in Section 7.02(a) (and shall be deemed to have become automatically due and payable in the circumstances provided in Section 7.02(a)) for purposes of Section 10.01, notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against the Borrower and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by the Borrower) shall forthwith become due and payable by the Guarantors for purposes of Section 10.01.

Section 10.06 Instrument for the Payment of Money.

Each Guarantor hereby acknowledges that the guarantee in this Article X constitutes an instrument for the payment of money, and consents and agrees that any Lender or Agent, at its sole option, in the event of a dispute by such Guarantor in the payment of any moneys due hereunder, shall have the right to bring a motion-action under New York CPLR Section 3213.

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Section 10.07 Continuing Guarantee.

The guarantee in this Article X is a continuing guarantee of payment, and shall apply to all Guaranteed Obligations whenever arising.

Section 10.08 General Limitation on Guarantee Obligations.

In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 10.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 10.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 10.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

Section 10.09 Release of Guarantors.

A Guarantor shall be automatically and unconditionally released and discharged from its obligations under this Agreement (including under Section 9.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Documents (and the pledge of such Guarantor’s Equity Interests pursuant to the Security Documents shall be automatically released) upon:

(i) any sale, exchange or transfer (by merger or otherwise) of (1) the Capital Stock of such Guarantor (other than VNU HF) (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or a Subsidiary of a Guarantor or (2) all or substantially all the assets of such Guarantor (other than VNU HF) which sale, exchange or transfer is made in a manner not in violation of the applicable provisions of this Agreement;

(ii) the release or discharge of the guarantee by such Guarantor (other than VNU HF) of the Senior Credit Facilities or the guarantee which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee; or

(iii) the proper designation of any Restricted Subsidiary that is a Guarantor (other than VNU HF) as an Unrestricted Subsidiary.

So long as the Borrower shall have provided the Collateral Agent such certifications or documents as the Collateral Agent shall reasonably request, the Collateral Agent shall take such actions as are necessary to effect each release described in this Section 10.09 in accordance with the relevant provisions of the Security Documents.

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Section 10.10 Right of Contribution.

Each Guarantor hereby agrees that to the extent that a Subsidiary Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Subsidiary Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder which has not paid its proportionate share of such payment. Each Subsidiary Guarantor’s right of contribution shall be subject to the terms and conditions of Section 10.04. The provisions of this Section 10.10 shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Administrative Agent and the Lenders, and each Subsidiary Guarantor shall remain liable to the Administrative Agent and the Lenders for the full amount guaranteed by such Subsidiary Guarantor hereunder.

Section 10.11 Certain Dutch Matters.

Any obligation, guarantee or undertaking granted or assumed by a Person incorporated or organized under the laws of The Netherlands pursuant to this Agreement (including but not limited to this Article X) or any other Loan Document shall be deemed not to be undertaken or incurred by such Person to the extent that the same would constitute unlawful financial assistance within the meaning of Section 2:207(c) or 2:98(c) of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Persons incorporated under the laws of The Netherlands will continue to guarantee and secure all such obligations which, if included, do not constitute a violation of the Prohibition.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.


XXXXXXX FINANCE LLC

By:		/s/ Harris A. Black
		Name: Harris A. Black Title: Secretary

Senior Secured Loan Agreement


XXXXXXX FINANCE CO.

By:		/s/ Harris A. Black
		Name: Harris A. Black Title: Secretary

Senior Secured Loan Agreement


ATHENIAN LEASING CORPORATION NMR INVESTING I, INC.

By:		/s/ Xxxxxxxxx X. Xxxxxxxxx
		Name: Xxxxxxxxx X. Xxxxxxxxx Title: Executive Vice President

Senior Secured Loan Agreement


NMR LICENSING ASSOCIATES, L.P. A LIMITED PARTNERSHIP

BY:		NMR INVESTING I, INC., ITS GENERAL PARTNER

By:		/s/ Xxxxxxxxx X. Xxxxxxxxx
		Name: Xxxxxxxxx X. Xxxxxxxxx Title: Executive Vice President

Senior Secured Loan Agreement


X. X. XXXXXXX (ARGENTINA) S.A. A. C. XXXXXXX COMPANY, LLC ACN HOLDINGS INC. ACNIELSEN CORPORATION ART HOLDING, L.L.C. BILLBOARD CAFES, INC. CZT/ACN TRADEMARKS, L.L.C. EMIS (CANADA), LLC FOREMOST EXHIBITS, INC. MFI HOLDINGS, INC. NESLEIN HOLDING, L.L.C. NETRATINGS, LLC XXXXXXX BUSINESS MEDIA, INC. XXXXXXX BUSINESS MEDIA HOLDING COMPANY NIELSEN GOVERNMENT AND PUBLIC SECTOR, INC. XXXXXXX HOLDINGS, L.L.C. XXXXXXX IAG, INC. XXXXXXX LEASING CORPORATION NIELSEN MOBILE, LLC NIELSEN NATIONAL RESEARCH GROUP, INC. REWARDTV, INC. THE CAMBRIDGE GROUP, INC. THE XXXXXXX COMPANY (US), LLC TNC (US) HOLDINGS, INC. VNU MARKETING INFORMATION, INC.

By:		/s/ Harris A. Black
		Name: Harris A. Black Title: Vice President

Senior Secured Loan Agreement


ACNIELSEN XXXXXXXX.XXX

By:		/s/ Harris A. Black
		Name: Harris A. Black Title: Secretary

Senior Secured Loan Agreement


AGB XXXXXXX MEDIA RESEARCH B.V. THE XXXXXXX COMPANY B.V. XXXXXXX HOLDING AND FINANCE B.V. VNU INTERMEDIATE HOLDING B.V. VNU INTERNATIONAL B.V.

By:		/s/ Harris A. Black
		Name: Harris A. Black Title: Proxyholder for the Guarantors

Senior Secured Loan Agreement


XXXXXXX XXXXX LENDING PARTNERS LLC, as Administrative Agent

By:		/s/ Xxxxxxx X. Xxxx
		Name: Xxxxxxx X. Xxxx Title: Authorized Signatory

Senior Secured Loan Agreement


GSLP I OFFSHORE HOLDINGS FUND A, L.P. By: Xxxxxxx, Sachs & Co., Duly Authorized

By:		/s/ Xxxxxx Xxxx
		Name: Xxxxxx Xxxx Title:

GSLP I OFFSHORE HOLDINGS FUND B, L.P. By: Xxxxxxx, Xxxxx & Co., Duly Authorized

By:		/s/ Xxxxxx Xxxx
		Name: Xxxxxx Xxxx Title:

GSLP I OFFSHORE HOLDINGS FUND C, L.P. By: Xxxxxxx, Sachs & Co., Duly Authorized

By:		/s/ Xxxxxx Xxxx
		Name: Xxxxxx Xxxx Title:

GSLP ONSHORE HOLDINGS FUND, L.L.C. By: Xxxxxxx, Xxxxx & Co., as Attorney-in-Fact

By:		/s/ Xxxxxx Xxxx
		Name: Xxxxxx Xxxx Title:

Senior Secured Loan Agreement

SCHEDULE 1.01A

COMMITMENTS


Lender	Commitment		Amount
GSLP I OFFSHORE HOLDINGS FUND A, L.P,	30.5350823148	%	$	152,675,411.57
GSLP I OFFSHORE HOLDINGS FUND B, L.P.	30.5350823148	%	$	152,675,411.57
GSLP I OFFSHORE HOLDINGS FUND C, L.P.	30.5350823148	%	$	152,675,411.57
GSLP ONSHORE HOLDINGS FUND, L.L.C.	8.0000000000	%	$	41,973,765.29

Total	100	%	$	500,000,000

SCHEDULE 5.08

OWNERSHIP OF PROPERTY

None.

SCHEDULE 5.09(B)

ENVIRONMENTAL MATTERS

None.

SCHEDULE 5.09(D)

ENVIRONMENTAL ACTIONS

None.

SCHEDULE 5.10

TAXES

None.

SCHEDULE 5.11(A)

ERISA COMPLIANCE

None.

SCHEDULE 6.13(A)

CERTAIN COLLATERAL DOCUMENTS

Dutch law notarial deed of amendment relating to (i) the pledge of shares dated 9 August 2006 made between VNU Intermediate Holding B.V. as Pledgor, Citibank N.A. as Pledgee and Xxxxxxx Holding and Finance B.V. as the Company (all as defined therein); (ii) the pledge of shares dated 9 August 2006 made between Xxxxxxx Holding and Finance B.V. as Pledgor, Citibank N.A. as Pledgee and VNU International B.V. (all as defined therein), (iii) the intercompany receivables pledge dated 9 August 2006 made between, amongst others, The Xxxxxxx Company B.V. (formerly known as VNU Group B.V.), VNU Intermediate Holding B.V., Xxxxxxx Holding and Finance B.V. (formerly known as VNU Holding and Finance B.V.) and VNU International B.V. as Pledgors and Citibank, N.A. as Pledgee (all as defined therein); and (iv) the intercompany receivables pledge date 13 February 2009 made between AGB Xxxxxxx Media Research B.V. as the Pledgor and Citibank, N.A. as the Pledgee (all as defined therein).

SCHEDULE 9.02

ADMINISTRATIVE AGENT’S OFFICE, CERTAIN ADDRESSES FOR NOTICES

Administrative Agent’s Address:

Xxxxxxx Xxxxx Lending Partners LLC

c/o Goldman, Sachs & Co.

00 Xxxxxx Xxxxxx, 00xx Xxxxx

Xxxxxx Xxxx, XX 00000

Attention: Xxxxxx Xxxxxxx

Fax: (000) 000-0000

Collateral Agent’s Address:

Citibank, N.A.

000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx

Xxx Xxxx, Xxx Xxxx, 00000

Attention: Xxxx Xxxxx

Telecopy: (000) 000-0000

Email: xxxxxxxx.x.xxxxx@xxxxxxxxx.xxx

Borrowers’ Address:

Xxxxxxx Finance LLC

000 Xxxxxxxx

Xxx Xxxx, XX 00000

Attention: Xxxxx Xxxxxx

Telephone: 0-000-000-0000

Facsimile: 0-000-000-0000

xxxxxxx@xxxxxx.xxx

With copies to:

O’Melveny & Xxxxx LLP

Xxxxx Xxxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Attention: Xxxxxxx Xxxxxx, Esq.

Telephone: (000) 000-0000

Facsimile: (000) 000-0000

EXHIBIT A

[FORM OF]

COMMUTED LOAN NOTICE


To:		Xxxxxxx Xxxxx Lending Partners LLC,
		as Administrative Agent c/o Goldman, Sachs & Co.
		00 Xxxxxx Xxxxxx, 00xx Xxxxx
		Xxxxxx Xxxx, XX 00000
		Attention: Xxxxxx Xxxxxxx
		Fax: (000) 000-0000

[Date]

Ladies and Gentlemen:

Reference is made to the Senior Secured Loan Agreement, dated as of June 8, 2009 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), among Xxxxxxx Finance LLC, the Guarantors party thereto from time to time, the lenders and other parties thereto from time to time and Xxxxxxx Sachs Lending Partners LLC, as Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Loan Agreement,


The undersigned Borrower hereby irrevocably requests, pursuant to Section 2.02(a) of the Loan Agreement, a Borrowing of new Loans

to be made on the terms set forth below:

(A) Date of Borrowing (which is a Business Day)

(B) Principal amount

(C) Location and number of Borrower’s account to which proceeds of Borrowings are to be disbursed:


XXXXXXX FINANCE LLC

By:
Name:
Title:

EXHIBIT B

LENDER: [—]

PRINCIPAL AMOUNT: $[—]

[FORM OF] NOTE

New York, New York

[Date]

FOR VALUE RECEIVED, the undersigned, XXXXXXX FINANCE LLC, a Delaware limited liability company (“Nielsen”), hereby promises to pay to the Lender set forth above (the “Lender”) or its registered assigns, in lawful money of the United States of America in immediately available funds at the relevant Administrative Agent’s Office (such term, and each other capitalized term used but not defined herein, having the meaning assigned to it in the Senior Secured Loan Agreement, dated as of June 8, 2009 (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), among Xxxxxxx Finance LLC, the Guarantors party thereto from time to time, the lenders and other parties thereto from time to time and Xxxxxxx Xxxxx Lending Partners LLC, as Administrative Agent) (i) on the dates set forth in the Loan Agreement, the principal amounts set forth in the Loan Agreement with respect to Loans made by the Lender to Nielsen pursuant to the Loan Agreement until repaid in full and (ii) on each Interest Payment Date, interest at the rate or rates per annum as provided in the Loan Agreement on the unpaid principal amount of all Loans made by the Lender to Nielsen pursuant to the Loan Agreement.

Nielsen promises to pay interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from their due dates at the rate or rates provided in (and to the extent required by) the Loan Agreement.

Nielsen hereby waives diligence, presentment, demand, protest and notice of any kind whatsoever. The nonexercise by the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance.

All borrowings evidenced by this note and all payments and prepayments of the principal hereof and interest hereon and the respective dates thereof shall be endorsed by the holder hereof on the schedule attached hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided, however, that the failure of the holder hereof to make such a notation or any error in such notation shall not affect the obligations of Nielsen under this note.

This note is one of the Notes referred to in the Loan Agreement that, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Loan Agreement, all upon the terms and conditions therein specified.

This Note is entitled to the benefits of the Guarantee.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


XXXXXXX FINANCE LLC

By:
Name:
Title:

LOANS AND PAYMENTS

Date

Amount of Loan

Maturity Date

Payments of

Principal/Interest

Principal

Balance of Note

Name of

Person Making

the Notation

EXHIBIT C

[FORM OF]

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between the Assignor (as defined below) and the Assignee (as defined below). Capitalized terms used in this Assignment and Assumption and not otherwise defined herein shall have the meanings specified in the Senior Secured Loan Agreement, dated as of June 8, 2009 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), among Xxxxxxx Finance LLC, the Guarantors party thereto from time to time, the lenders and other parties thereto from time to time and Xxxxxxx Xxxxx Lending Partners LLC, as Administrative Agent, receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1, attached hereto, are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Loan Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Loan Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Loan Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

1.	Assignor (the “Assignor”):

2.	Assignee (the “Assignee”):

Assignee is an Affiliate of: [Name of Lender]

Assignee is an Approved Fund of: [Name of Lender]

Borrower:

4.	Administrative Agent:

5.	Assigned Interest:

Aggregate Amount of

Commitment/Loans of all Lenders

Amount of Commitment/Loans Assigned

Percentage Assigned of

Aggregate Commitment/Loans of

all Lenders¹

6.	Effective Date of Assignment (the “Effective Date”)²:

¹	Set forth, to at least 8 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

²	To be inserted by the Administrative Agent and which shall be the effective date of recordation of the transfer in the register therefor.

The terms set forth in this Assignment and Assumption are hereby agreed to:


[NAME OF ASSIGNOR], as Assignor

By:
Name
Title:

[NAME OF ASSIGNEE], as Assignee

By:
Name
Title:


[Consented to and]³ accepted by:
Xxxxxxx Sachs as Administrative Agent

By:
Name:
Title:

³	No consent of the Administrative Agent shall be required for an assignment of all or any portion of a Loan to a Lender, an Affiliate of a Lender or an Approved Fund.


[Consented to and]⁴ accepted by:
Xxxxxxx Finance LLC

By:
Name:
Title:

⁴	No consent of Nielsen shall be required for an assignment to a Lender, an Affiliate of a Lender, or an Approved Fund or if an Event of Default under Sections 7.01(a)(1), 7.01(a)(2) or 7.01(0(6) of the Loan Agreement has occurred and is continuing.

Annex 1

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Loan Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of Xxxxxxx Finance LLC or any of its Subsidiaries or Affiliates or any other Person obligated in respect of the Loan Agreement or (iv) the performance or observance by Xxxxxxx Finance LLC or any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Loan Agreement, (ii) it satisfies the requirements, if any, specified in the Loan Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender thereunder, (iii) from and after the Effective Date, it shall be bound by the Loan Agreement and, to the extent provided in this Assignment and Assumption, have the rights and obligations of a Lender under the Loan Agreement, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Loan Agreement, together with copies of the most recent financial statements delivered pursuant to Sections 5.05 or 6.01 of the Loan Agreement, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor or any other Lender, (vi) if it is not already a Lender under the Loan Agreement, attached to the Assignment and Assumption is an Administrative Questionnaire as required by the Loan Agreement and (vii) the Administrative Agent has received a processing and recordation fee of $3,500 as of the Effective Date (except that no such registration and processing fee shall be payable (y) in connection with an assignment by or to Xxxxxxx Xxxxx Lending Partners LLC or any Affiliate thereof or (z) in the case of an Assignee which is already a Lender or is an affiliate or an Approved Fund of a Lender or a Person under common management with a Lender) and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender, including its obligations pursuant to Section 3.01 of the Loan Agreement.

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3. General Provisions.

3.1 In accordance with Section 9.07 of the Loan Agreement, upon execution, delivery, acceptance and recording of this Assignment and Assumption, from and after the Effective Date, (a) the Assignee shall be a party to the Loan Agreement and, to the extent provided in this Assignment and Assumption, have the rights and obligations of a Lender under the Loan Agreement with a Commitment as set forth herein and (b) the Assignor shall, to the extent of the Assigned Interest assigned pursuant to this Assignment and Assumption, be released from its obligations under the Loan Agreement (and, in the case that this Assignment and Assumption covers all of the Assignor’s rights and obligations under the Loan Agreement, the Assignor shall cease to be a party to the Loan Agreement but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 9.04 and 9.05 thereof).

3.2 This Assignment and Assumption shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed by one or more of the parties to this Assignment and Assumption on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Assignment and Assumption and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by and interpreted under the law of the state of New York.

EXHIBIT D

PERFECTION CERTIFICATE

Reference is hereby made to (i) that certain Amended and Restated Security Agreement dated as of August 9, 2006, as amended and restated as of June 23, 2009 (the “Security Agreement”), between Xxxxxxx Finance LLC (“Nielsen Finance”), the other Grantors party thereto (collectively, the “Grantors”) and Citibank, N.A. as the collateral agent (in such capacity, the “Collateral Agent”) and (ii) that certain Senior Secured Loan Agreement dated as of June 8, 2009 (the “Loan Agreement”) among Nielsen Finance, as Borrower, the Grantors party thereto from time to time, the lenders party thereto from time to time and Xxxxxxx Sachs Lending Partners LLC as administrative agent. Capitalized terms used but not defined herein have the meanings assigned in the Loan Agreement.

As used herein, the term “Companies” or “Company” means the wholly-owned Subsidiaries of Xxxxxxx Company BV organized under the laws of the United States or a state thereof.

The undersigned hereby certify to the Collateral Agent as follows:

Names.

The exact legal name of each Company, as such name appears in its respective certificate of incorporation or any other organizational document, is set forth in Schedule 1(a). Each Company is (i) the type of entity disclosed next to its name in Schedule 1(a) and (ii) a registered organization except to the extent disclosed in Schedule 1(a). Also set forth in Schedule 1(a) is the organizational identification number, if any, of each Company that is a registered organization, the Federal Taxpayer Identification Number of each Company and the jurisdiction of formation of each Company.

Set forth in Schedule 1(b) hereto is any other corporate or organizational names each Company has had in the past five years, together with the date of the relevant change.

Set forth in Schedule 1(c) is a list of all other names (including trade names or similar appellations) used by each Company, or any other business or organization to which each Company became the successor by merger, consolidation, acquisition, change in form, nature or jurisdiction of organization or otherwise during the past 5 years. Also set forth in Schedule 1(c) is the information required by Section 1 of this certificate for any other business or organization to which each Company became the successor by merger, consolidation, acquisition, change in form, nature or jurisdiction of organization or otherwise, during the past 5 years. Except as set forth in Schedule 1(c), no Company has changed its jurisdiction of organization at any time during the past four months.

Current Locations. a) The chief executive office of each Company is located at the address set forth in Schedule 2(a) hereto.

Set forth in Schedule 2(b) are all locations where each Company maintains any books or records relating to any Collateral.

Set forth in Schedule 2(c) hereto are all the other places of business of each Company.

Set forth in Schedule 2(d) hereto are the names and addresses of all persons or entities other than each Company, such as lessees, consignees, warehousemen or purchasers of chattel paper, which have possession or are intended to have possession of any of the Collateral consisting of instruments, chattel paper, inventory or equipment.

Prior Locations. Set forth in Schedule 3 is the information required by Schedule 2(a), Schedule 2(b), Schedule 2(c), and Schedule 2(d) with respect to each location or place of business previously maintained by each Company at any time during the past four months.

Extraordinary Transactions. Except for those purchases, acquisitions and other transactions described on Schedule 4 attached hereto, all of the Collateral has been originated by each Company in the ordinary course of business or consists of goods which have been acquired by such Company in the ordinary course of business from a person in the business of selling goods of that kind during the past 5 years.

UCC Filings. The financing statements (duly authorized by each Company constituting the debtor therein), including the indications of the collateral, attached as Schedule 5 relating to the Security Agreement or the applicable Mortgage, are in the appropriate forms for filing in the filing offices in the jurisdictions identified in Schedule 6 hereof.

Schedule of Filings. Attached hereto as Schedule 6 is a schedule of (i) the appropriate filing offices for the financing statements attached hereto as Schedule 5 and (ii) the appropriate filing offices for the filings described in Schedule 11(c) and (iii) any other actions required to create, preserve, protect and perfect the security interests in the Pledged Collateral (as defined in the Security Agreement) of the Companies granted to the Collateral Agent pursuant to the Collateral Documents. No other filings or actions are required to create, preserve, protect and perfect the security interests in the Pledged Collateral of the Companies granted to the Collateral Agent pursuant to the Collateral Documents.

Real Property. Attached hereto as Schedule 7(a) is a list of all real property owned or leased by each Company noting Mortgaged Property as of the Closing Date and filing offices for Mortgages as of the Closing Date. Except as described on Schedule 7(b) attached hereto, no Company has entered into any leases, subleases, tenancies, franchise agreements, licenses or other occupancy arrangements as owner, lessor, sublessor, licensor, franchisor or grantor with respect to any of the real property described on Schedule 7(a) and no Company has any Leases which require the consent of the landlord, tenant or other party thereto to the Transactions.

Termination Statements. Attached hereto as Schedule 8(a) are the duly authorized termination statements in the appropriate form for filing in each applicable jurisdiction identified in Schedule 8(b) hereto with respect to each Lien described therein.

Stock Ownership and Other Equity Interests. Attached hereto as Schedule 9(a) and Schedule 9(b) is a true and correct list of each of all of the authorized, and the issued and outstanding, stock, partnership interests, limited liability company membership interests or other equity interest of each Company and its Subsidiaries and the record and beneficial owners of such stock, partnership interests, membership interests or other equity interests. Also set forth on Schedule 9(c) is each equity investment of each Company that represents 50% or less of the equity of the entity in which such investment was made.

Instruments and Tangible Chattel Paper. Attached hereto as Schedule 10 is a true and correct list of all promissory notes, instruments (other than checks to be deposited in the ordinary course of business), tangible chattel paper, electronic chattel paper and other evidence of indebtedness held by each Company as of the date hereof, including all intercompany notes between or among any two or more Companies.

Intellectual Property. b) Attached hereto as Schedule 11(a) is a schedule setting forth all of each Company’s Patents, Patent Licenses, Trademarks and Trademark Licenses (each as defined in the Security Agreement) registered with the United States Patent and Trademark Office, and all other Patents, Patent Licenses, Trademarks and Trademark Licenses, including the name of the registered owner and the registration number of each Patent, Patent License, Trademark and Trademark License owned by each Company. Attached hereto as Schedule 11(b) is a schedule setting forth all of each Company’s United States Copyrights and Copyright Licenses (each as defined in the Security Agreement), and all other Copyrights and Copyright Licenses, including the name of the registered owner and the registration number of each Copyright or Copyright License owned by each Company.

Attached hereto as Schedule 11(c) in proper form for filing with the United States Patent and Trademark Office and United States Copyright Office are the filings necessary to preserve, protect and perfect the security interests in the United States Trademarks, Trademark Licenses, Patents, Patent Licenses, Copyrights and Copyright Licenses set forth on Schedule 11(a) and Schedule 11(b), including duly signed copies of each of the Patent Security Agreement, Trademark Security Agreement and the Copyright Security Agreement, as applicable.

12. Commercial Tort Claims. Attached hereto as Schedule 12 is a true and correct list of all Commercial Tort Claims (as defined in the Security Agreement) held by each Company, including a brief description thereof.

13. Letter-of-Credit Rights. Attached hereto as Schedule 13 is a true and correct list of all Letters of Credit issued in favor of each Company, as beneficiary thereunder.

[The Remainder of this Page has been intentionally left blank]

IN WITNESS WHEREOF, we have hereunto signed this Perfection Certificate as of this 23rd day of June, 2009.

[Signature Pages Follow]


XXXXXXX FINANCE LLC

By:
Name:
Title:

[Each of the Grantors]

By:
Name:
Title:

Schedule 1(a)

Legal Names, Etc.


Legal Name	Type of Entity	Registered Organization (Yes/No)	Organizational Number	Federal Taxpayer Identification Number	State of Formation
X. X. Xxxxxxx (Argentina) S.A.	Corporation	Yes	0639708	00-0000000	Delaware

X. X. Xxxxxxx Company, LLC	Limited Liability Company	Yes	0529010	00-0000000	Delaware

ACN Holdings Inc.	Corporation	Yes	3353345	00-0000000	Delaware

ACNielsen Corporation	Corporation	Yes	2618851	00-0000000	Delaware

ACNielsen xXxxxxxx.xxx	Corporation	Yes	3098846	00-0000000	Delaware

ART Holding, L.L.C.	Limited Liability Company	Yes	2831064	None	Delaware

Athenian Leasing Corporation	Corporation	Yes	2272473	00-0000000	Delaware

Billboard Cafes, Inc.	Corporation	Yes	2529785	00-0000000	Delaware

CZT/ACN Trademarks, L.L.C.	Limited Liability Company	Yes	2676224	None	Delaware

EMIS (Canada), LLC	Limited Liability Company	Yes	2953175	00-0000000	Delaware

Foremost Exhibits, Inc.	Corporation	Yes	C15347-1994	00-0000000	Nevada

MFI Holdings, Inc.	Corporation	Yes	3185969	00-0000000	Delaware

Neslein Holding, L.L.C.	Limited Liability Company	Yes	2835348	2835348	Delaware

NetRatings, LLC	Limited Liability Company	Yes	2769374	00-0000000	Delaware

Xxxxxxx Business Media Holding Company	Corporation	Yes	4453514	00-0000000	Delaware

Xxxxxxx Business Media, Inc.	Corporation	Yes	2367673	00-0000000	Delaware

Xxxxxxx Finance Co.	Corporation	Yes	4184623	00-0000000	Delaware


Legal Name	Type of Entity	Registered Organization (Yes/No)	Organizational Number	Federal Taxpayer Identification Number	State of Formation
Nielsen Finance LLC	Limited Liability Company	Yes	4164033	00-0000000	Delaware

Nielsen Government and Public Sector, Inc.	Corporation	Yes	C1722159	95-442600	California

Nielsen IAG, Inc.	Corporation	Yes	3099933	00-0000000	Delaware

Nielsen Leasing Corporation	Corporation	Yes	0861786	00-0000000	Delaware

Nielsen Mobile, LLC	Limited Liability Company	Yes	2906911	00-0000000	Delawlare

Nielsen National Research Group, Inc.	Corporation	Yes	C0857367	00-0000000	California

NMR Investing I, Inc.	Corporation	Yes	2655967	00-0000000	Delaware

NMR Licensing Associates, L.P.	Limited Partnership	Yes	2890638	00-0000000	Delaware

RewardTV, Inc.	Corporation	Yes	3414003	13-41814059	Delaware

TNC (US) Holdings, Inc.	Corporation	Yes	N/A	00-0000000	New York

The Xxxxxxx Company (US), LLC	Limited Liability Company	Yes	3587365	00-0000000	Delaware

The Cambridge Group, Inc.	Corporation	Yes	50722511	00-0000000	Illinois

VNU Marketing Information, Inc.	Corporation	Yes	2509637	00-0000000	Delaware

Schedule 1(b)

Prior Organizational Names


Company	Prior Name	Date of Change
Xxxxxxx Finance LLC	Valcon Finance LLC	6/30/06

The Xxxxxxx Company (US), LLC	XX Xxxxxxx (US), Inc.	10/1/08

Xxxxxxx Business Media, Inc.	VNU Business Media, Inc.	1/24/07

Xxxxxxx Mobile, LLC	Telephia, Inc.	10/24/07

TNC (US) Holdings, Inc.	VNU, Inc.	1/23/07
TNC (US) Holdings, Inc.	The Xxxxxxx Company (US), Inc.	10/1/08

Xxxxxxx Government and Public Sector, Inc.	ACNielsen EDI II, Inc.	4/2/09

Nielsen IAG, Inc.	IAG Research, Inc.	5/15/08

Schedule 1(c)

Changes in Corporate Identity; Other Names

PRIOR NAMES


Company	Corporate Names of Predecessor Entities	Action	Date of Action	State of Formation
X.X. Xxxxxxx Company, LLC	X.X. Xxxxxxx Company	Conversion	12/31/08	DE

The Xxxxxxx Company (US), LLC	ACNielsen International Research (United States) Limited	Merger	12/31/06	NY
	BBI Marketing Services, Inc.	Merger	12/31/06	XX
	Xxxxxxx Decisions Made Easy, Inc.	Merger	10/1/08	AK
	XX Xxxxxxx (US), Inc.	Conversion	10/1/08	DE
	Nielsen Media Research, LLC	Merger	10/1/08	DE
	Clarita Inc.	Merger	10/1/08	XX
	Xxxxxxx Entertainment, LLC	Merger	10/1/08	DE
	Consumer Research Services, Inc.	Merger	10/1/08	DE
	SRDS, Inc.	Merger	10/1/08	DE
	Audience Analytics, L.L.C.	Merger	10/1/08	UT
	Xxxxxx Holdings, L.L.C.	Merger	10/1/08	UT
	VNU USA Property Management, Inc.	Merger	10/1/08	NY
	Xxxxxxx XXX, Inc.	Merger	10/1/08	CA

Xxxxxxx Business Media, Inc.	VNU eMedia, Inc.	Merger	12/31/06	DE
	VNU Expositions, Inc.	Merger	12/31/06	DE
	H.R. Industries, Inc.	Merger	12/31/06	CA
	VNU Business Media, Inc.	Amendment	1/24/07	XX

Xxxxxxx Finance LLC	Valcon Finance LLC	Amendment	6/30/06	XX

Xxxxxxx Mobile, LLC	Mobility Acquisition Sub, Inc.	Merger	8/9/07	DE
	Telephia, Inc.	Amendment	10/24/07	XX
	Xxxxxxx Mobile, Inc.	Conversion	10/1/08	DE
	Mspect, Inc.	Merger	10/1/08	DE


Company	Corporate Names of Predecessor Entities	Action	Date of Action	State of Formation
	Sharetracker, LLC	Merger	10/1/08	DE
	Criterion Wireless Corp.	Merger	10/1/08	GA

TNC (US) Holdings, Inc.	VNU, Inc.	Amendment	1/23/07	NY
	Global Media USA, LLC	Merger	11/29/07	DE
	The Xxxxxxx Company (US), Inc.	Amendment	10/1/08	NY

NetRatings, LLC	NTRT Acquisition Sub, Inc.	Merger	6/22/07	DE
	Netvalue USA, Inc.	Merger	11/26/07	DE
	NetRatings, LLC	Conversion	10/1/08	XX

Xxxxxxx Government and Public Sector, Inc.	ACNielsen EDI II, Inc.	Amendment	4/2/09	CA

Nielsen IAG, Inc.	IAG Research, Inc.	Amendment	5/15/08	DE

Schedule 2(a)

Chief Executive Offices


Company	Address	County	State
X. X. Xxxxxxx (Argentina) S.A.	000 X. Xxxxxxxxxx Xx. Xxxxxxxxxx, XX 00000	Xxxx	Illinois

X. X. Xxxxxxx Company, LLC	000 X. Xxxxxxxxxx Xx. Xxxxxxxxxx, XX 00000	Xxxx	Illinois

ACN Holdings Inc.	000 Xxxxxxxx Xxx Xxxx, XX 00000	New York	New York

ACNielsen Corporation	000 Xxxxxxxx Xxx Xxxx, XX 00000	New York	New York

ACNielsen xXxxxxxx.xxx	000 Xxxxxxxx Xxx Xxxx, XX 00000	New York	New York

ART Holding, L.L.C.	000 X. Xxxxxxxxxx Xx. Xxxxxxxxxx, XX 00000	Xxxx	Illinois

Athenian Leasing Corporation	000 Xxxx Xxxxxx Xxxxxxxxxx, XX 00000	New Castle	Delaware

Billboard Cafes, Inc.	000 Xxxxxxxx Xxx Xxxx, XX 00000	New York	New York

CZT/ACN Trademarks, L.L.C.	000 X. Xxxxxxxxxx Xx. Xxxxxxxxxx, XX 00000	Xxxx	Illinois

EMIS (Canada), LLC	000 Xxxxxxxx Xxx Xxxx, XX 00000	New York	New York

Foremost Exhibits, Inc.	000 Xxxxxxxx Xxx Xxxx, XX 00000	New York	New York

MFI Holdings, Inc.	000 Xxxxxxxx Xxx Xxxx, XX 00000	New York	New York

Neslein Holding, L.L.C.	000 Xxxxxxxx Xxx Xxxx, XX 00000	New York	New York

NetRatings, LLC	000 Xxxxxxxx Xxx Xxxx, XX 00000	New York	New York

Xxxxxxx Business Media Holdings Company	000 Xxxxxxxx Xxx Xxxx, XX 00000	New York	New York

Xxxxxxx Business Media, Inc.	000 Xxxxxxxx Xxx Xxxx, XX 00000	New York	New York

Nielsen Government and Public Sector, Inc.	0000 Xxxxxx Xxxxxxxxx Xxxxxxxxx, XX 00000	Los Angeles	California

Xxxxxxx Finance Co.	000 Xxxxxxxx Xxx Xxxx, XX 00000	New York	New York

Xxxxxxx Finance LLC	000 Xxxxxxxx Xxx Xxxx, XX 00000	New York	New York

Nielsen IAG, Inc.	000 Xxxxxxxx Xxx Xxxx, XX 00000	New York	New York


Company	Address	County	State
Nielsen Leasing Corporation	000 X. Xxxxxxxxxx Xx. Xxxxxxxxxx, XX 00000	Xxxx	Illinois

Xxxxxxx Mobile, LLC	000 Xxxxxxxx Xxx Xxxx, XX 00000	New York	New York

Nielsen National Research Group, Inc.	0000 Xxxxxx Xxxxxxxxx Xxxxxxxxx, XX 00000	Los Angeles	California

NMR Investing I, Inc.	000 Xxxx Xxxxxx Xxxxxxxxxx, XX 00000	New Castle	Delaware

NMR Licensing Associates, L.P.	000 Xxxx Xxxxxx Xxxxxxxxxx, XX 00000	New Castle	Delaware

RewardTV, Inc.	000 Xxxxxxxx Xxx Xxxx, XX 00000	New York	New York

The Xxxxxxx Company (US), LLC	000 X. Xxxxxxxxxx Xx. Xxxxxxxxxx, XX 00000	Xxxx	Illinois

The Cambridge Group, Inc.	000 Xxxxxxxx Xxx Xxxx, XX 00000	Xxx Xxxx	Xxx Xxxx

XXX (XX) Holdings, Inc.	000 Xxxxxxxx Xxx Xxxx, XX 00000	New York	New York

VNU Marketing Information, Inc.	000 Xxxxxxxx Xxx Xxxx, XX 00000	New York	New York

Schedule 2(b)

Location of Books


Company	Address	County	State
X. X. Xxxxxxx (Argentina) S.A.	000 X. Xxxxxxxxxx Xx. Xxxxxxxxxx, XX 00000	Xxxx	Illinois

X. X. Xxxxxxx Company, LLC	000 X. Xxxxxxxxxx Xx. Xxxxxxxxxx, XX 00000	Xxxx	Illinois

ACN Holdings Inc.	000 Xxxxxxxx Xxx Xxxx, XX 00000	New York	New York

ACNielsen Corporation	000 Xxxxxxxx Xxx Xxxx, XX 00000	New York	New York

ACNielsen xXxxxxxx.xxx	000 Xxxxxxxx Xxx Xxxx, XX 00000	New York	New York

ART Holding, L.L.C.	000 X. Xxxxxxxxxx Xx. Xxxxxxxxxx, XX 00000	Xxxx	Illinois

Athenian Leasing Corporation	000 Xxxxxxxx Xxx Xxxx, XX 00000	New York	New York

Billboard Cafes, Inc.	000 Xxxxxxxx Xxx Xxxx, XX 00000	New York	New York

CZT/ACN Trademarks, L.L.C.	000 X. Xxxxxxxxxx Xx. Xxxxxxxxxx, XX 00000	Xxxx	Illinois

EMIS (Canada), LLC	000 Xxxxxxxx Xxx Xxxx, XX 00000	New York	New York

Foremost Exhibits, Inc.	000 Xxxxxxxx Xxx Xxxx, XX 00000	New York	New York

MFI Holdings, Inc.	000 Xxxxxxxx Xxx Xxxx, XX 00000	New York	New York

Xxxxxxx Business Media, Inc.	000 Xxxxxxxx Xxx Xxxx, XX 00000	New York	New York

Nielsen Government and Public Sector, Inc.	000 X. Xxxxxxxxxx Xx. Xxxxxxxxxx, XX 00000	Xxxx	Illinois

Neslein Holding, L.L.C.	000 Xxxxxxxx Xxx Xxxx, XX 00000	New York	New York

NetRatings, LLC	000 Xxxxxxxx Xxx Xxxx, XX 00000	New York	New York

Nielsen Finance, Co.	000 Xxxxxxxx Xxx Xxxx, XX 00000	New York	New York

Nieslen Finance,LLC	000 Xxxxxxxx Xxx Xxxx, XX 00000	New York	New York

Nielsen IAG, Inc.	000 Xxxxxxxx Xxx Xxxx, XX 00000	New York	New York

Nielsen Leasing Corporation	000 X. Xxxxxxxxxx Xx. Xxxxxxxxxx, XX 00000	Xxxx	Illinois


Company	Address	County	State
Xxxxxxx Mobile, LLC	000 Xxxxxxxx Xxx Xxxx, XX 00000	New York	New York

Nielsen National Research Group, Inc.	000 Xxxxxxxx Xxx Xxxx, XX 00000	New York	New York

NMR Investing I, Inc.	000 Xxxxxxxx Xxx Xxxx, XX 00000	New York	New York

NMR Licensing Associates, L.P.	000 Xxxxxxxx Xxx Xxxx, XX 00000	New York	New York

RewardTV, Inc.	000 Xxxxxxxx Xxx Xxxx, XX 00000	New York	New York

The Xxxxxxx Company (US), LLC	000 X. Xxxxxxxxxx Xx. Xxxxxxxxxx, XX 00000	Xxxx	Illinois

The Cambridge Group, Inc.	000 Xxxxxxxx Xxx Xxxx, XX 00000	Xxx Xxxx	Xxx Xxxx

XXX (XX) Holdings, Inc.	000 Xxxxxxxx Xxx Xxxx, XX 00000	New York	New York

VNU Marketing Information, Inc.	000 Xxxxxxxx Xxx Xxxx, XX 00000	New York	New York

Schedule 2(c)

Other Places of Business


Company	Address	City	State
The Xxxxxxx Company (US), LLC	0000 Xxxxxxxxx Xxxx Xxxxxxx	Xxxxxxxx	XX

	00 Xxxxx Xxxx	Xxxxxx	XX

	00000 Xxxxxxxxx 00xx Xxxxxx	Xxxxx Xxxxxxx	XX

	0000 Xxxxxxxxxxx Xxxxx	Xxxxxxxx	XX

	0000 Xxxxxxx Xxxxx X, Xxxxx 000	Xxx Xxxxxxx	XX

	00 X 0000 Xxxxx	Xxxxx	XX

Monitor Plus (Nmr)	0 Xxxx Xxxxx Xxxx	Xxxxxxx	XX

Net Ratings	000 Xxxxxxxx Xxxxx	Xxxxxxxx	XX

Xxxxxxx Business Media, Inc.	00000 Xxxx Xxxxxxx Xxxxxxxxx	Xxx Xxxxxxx	XX

	00000 Del Obispo	San Juan Capistrano	CA

	000 Xxxxxxxxxxx Xxxxxx	Xxxxxxxxxx	XX

	000 Xxxx Xxxxxx Xxxxx	Xxx Xxxx	XX

	00 Xxxxx Xxxxxx Xxxx	Xxxxxxxxx	XX

	00000 Avion Parkway	Chantilly	VA

Xxxxxxx IAG, Inc.	0000 Xxxxxxx Xxxx Xxxx	Xxx Xxxxxxx	XX

	0000 Xxxxxxx Xxxx Xxxx	Xxx Xxxxxxx	XX

	00000 Xxxx Xxx Xxxx Xxxx	Xxxxxxx	XX

	00000 Xxxx Xxx Xxxx Xxxx	Xxxxxxx	XX

	00000 West Six Mile Road	Livonia	MI

	000 Xxxx Xxxx	Xxxxxxxxx	XX

	000 Xxxx Xxxxxx Xxxxx	Xxx Xxxx	XX

The Xxxxxxx Company (US), LLC	0000 Xxxxxxx Xxxxxx	Xxxxxxx	XX

	00000 Xxxxx Street	Garden Grove	CA

	Two Embarcadero Center	San Francisco	CA

	0000 Xxxxx Xxxxxx	Xxxxxx	XX

	0000 X Xxxxxx, Xx	Xxxxxxxxxx	XX

	0000 Xxxxxxxx Xxxxxx	Xxxxxxx	XX


Company	Address	City	State
	000 Xxxxxxx Xxxxx Xxxxxxxxx	Xxxxxxx	XX

	000 Xxxxxxx Xxxxx Xxxxxxxxx	Xxxxxxx	XX

	000 Xxxxxxx Xxxxx Xxxxxxxxx	Xxxxxxx	XX

	000 Xxxxxxx Xxxxx Xxxxxxxxx	Xxxxxxx	XX

	Undeveloped Land	Oldsmar	FL

	0000 Xxxxxxx Xxxx	Xxxxxxx	XX

	00000 & 00000 X. Xxxxxxx Xxx	Xxxxx	XX

	0000 Xxxxxxx Xxxxx	Xxxxxx	XX

	0000 X Xxx Xxxxxxxxx Xxxxxxx Xx	Xxxxxxxxx Xxxxxxx	XX

	000 X. Xxxxxxx Xxxxx Xxxxxxxxx	Xxxxxxxx	XX

	0000 Xxxxxxx Xxxxx	Xxxxxxxxx	MD

	00000 Xxxxxxxxxxxx Xxx	Xxxxxxxxxx	XX

	000 X 0xx Xxxxxx	Xx. Xxxx	XX

	000 X. Xxxxxxxx Xxxx, Xxxxxxxx 0, Xxxxx 000	Xxxxxxxxx	XX

	00 Xxxxxxxx Xxxxx, 0x	Xxxxx	XX

	000 Xxxxxxxxxxxx Xxxx	Xxxxxxx	XX

	00 00xx Xxxxxx	Xxxxxxxx	XX

	000 Xxxxx Xxxxxx	Xxx Xxxx	XX

	000 X 000 Xxxxxx, 0x	Xxx Xxxx	XX

	0000 Xxxxxxxxx Xxxx Xxxxx	Xxxxxxxxxx	XX

	000 Xxxxx Xxxx	Xxxxxxxxxx	XX

	0000 Xx 000xx Xxxxxx	Xxxxxxxxx	XX

	000 X 0xx Xxx Xxxxx 000	Xxxxxxxxxxxx	XX

	000 Xxxxxxxxxx Xxxx	Xxxxxxxx Xxxxxxx	XX

	00000 Xxxxxxx Xxxx Xxx, Xxxxxx 000 & 000	Xxxxxxxxx	XX

	0000 Xxxx Xxxxxxxxxx 00	Xxxxxxxxx	XX

	0000 Xxxxxxxxx Xxxxxxx (610)	Houston	TX


Company	Xxxxxxx	Xxxx	Xxxxx
	0000 Xxxxxxxxx Xxxxxxx (611)	Houston	TX

	000 Xxxx Xxx Xxxxx	Xxxxxxxxxx	XX

	000 Xxxxxxxxx Xxxx.	Xxxxxxxx	XX

	0000 000xx Xxxxxx Xx	Xxxxxxxx	XX

Xxxxxxx Mobile, LLC	000 Xxxxx Xxxxxx	Xxx Xxxxxxxxx	XX

	000 Xxxx Xxxxxx	Xxx Xxxxxxxxx	XX

	00 Xxxx 00xx Xxxxxx, 0xx Xxxxx	Xxx Xxxx	XX

	000 X. Xxxxxxxx Xx	Xxxxxxxxxx	XX

	0000 Xxxx Xxxxxx, Xxxxx 0	Xxxxxxxxx	XX

	0000 Xxxx Xxxxxx, Xxxxx 0	Xxxxxxxxx	XX

	000 Xxxxxx Xxxxxx	Xxxxxxxxx	XX

	000 Xxxxxxxx Xxxxxx	Xxxxxxxxx	XX

The Xxxxxxx Company (US), LLC (successor by merger to Radio & Records, Inc.)	0000 Xxxxxxx Xxxx Xxxx	Xxx Xxxxxxx	XX

	00 X. Xxxxxxxx Xxxxxx	Xxxxxxxxx	XX

The Cambridge Group, Inc.	000 Xxxx Xxxxxx Xxxxxx	Xxxxxxx	XX

The Xxxxxxx Company (US), LLC	00 Xxxxxx Xxxx Xxxx	Xxxxxxxx	XX

	00 Xxxxxxx Xxxx	Xxxxxx	XX

	0000 Xxxxxxxxx Xxxx Xxxxxx	Xxxxxxxx	XX

	0000 Xx 000xx Xxxxxxx 0	Xxxxxx Xxxx	XX

	00 Xxxxxxxxx Xxxxxxxxx	Xxxxxxxxxx	XX

	Xxx Xxxxx Xxxxxxxxx Xxxxxx	Xxxxx Xxxxxx	XX

	00 Xxxx Xxxxxxx Xxxxxx	Xxxxxxxxxx	XX

	00000 Xx Xxxxxxx Xxxxx	Xxxxxxxx	XX

	000 X.X. 0xx Xxxxxx	Xxxxxxxxxxx	XX

	00000 Xxxxx Xxxxxx Xxxxx	Xxxxxxx	XX

	000 Xxxxxx Xxxxxx, 0xx Xxxxx	Xxxxxxxx	XX

	000 Xxxxx Xxxxxxxxxx Xxxx	Xxxxxxxxxx	XX

	00 Xxxx Xxxxxxxxxxx Xxxx	Xxxxxxxxx	XX

	000 Xxxxx Xxxxxxx 000	Xx. Xxxxx Xxxx	XX

	00000 & 00000 X Xxxxxx	Xxxxx	XX


Company	Address	City	State
	000 Xxxx Xxxxx Xxxx	Xxxxxx Xxxx	XX

	000 Xxxxxxx Xxxxxx	Xxxxxxxxx	XX

	000 Xxxx Xxxx	Xxxxxxx	XX

	0000 Xxxxxxx Xxxxxxxx	Xxxxxxx	XX

	0000 Xxxxxxx Xxxxxxxx	Xxxxxxx	XX

	0000 Xxxx Xxxxxx	Xxxxxxxxxx	XX

	0000 Xxxxx Xxxxx	Xxxxxxxxxx	XX

	00 Xxxxx Xxxx Xxxxxx	Xxxx Xx Xxx	XX

	2650 South Ashland	Green Bay	WI

	0000 Xxxxxxxx, Xxxxx X	Xxxxxxx	XX

	00 Xxxxxxx Xxxx	Xxxxxx	XX

	0000 Xxxxxxx Xxxxxxxxx	Xxxxxxxx	XX

	000 Xxxxx Xxxxxxxxxx Xxxx	Xxxxxxxxxx	XX

	000 Xxxxxxx Xxxxxx	Xxxxxx	XX

	0000 Xxxxxx Xxxxxxxxx	Xxxxxxxxx	XX

The Xxxxxxx Company (US), LLC	0000 Xxxxxx Xxxxx, Xxxxx 000	Xxxxxxxxx	XX

XXX (XX) Holdings, Inc.	Xxxxxxxx Xxxxxx Xxxx, 000 Xxxxxxxxx Xxxx	Xxxxxxxx	XX

XXX (XX) Holdings, Inc.	00 Xxxxx Xxxx Xxxx	Xxxxxxxxxx	XX

	0000 Xxxxxxxx Xxxxxxxxx	Xxx Xxxxxxx	XX

	0000 Xxxxxx Xxxxxxxxx	Xxx Xxxxxxx	XX

	0000 Xxxxxxxx Xxxx	Xxx Xxxxx	XX

	0000 Xxxxxxxxx Xxx.	Xxxxxxxxxxxx	XX

	580 Corporate Center, 0000 Xxxxx Xxxx	Xxxxxxx	XX

	0000 Xxxxxxxxx Xxxx	Xxxxxxxxxx	XX

	000 X Xxxxxxx Xxxxxxxxx	Xxxxxxx	XX

	000 Xxxxx Xxxxxxxxxx Xxxx	Xxxxxxxxxx	XX

	000 Xxxxxxxx	Xxx Xxxx	XX

	000 Xxxxxxxx	Xxx Xxxx	XX

	3200 Xxxx Xxx Xxx, Xxxxx 000, 000, 000	Xxxxxxxxx	XX

	Bank One, 0000 Xxxx Xxxxxx	Xxxxxx	XX


Company	Address	City	State
	0000 Xxxxx Xxxxxx, Xxxxx 0000	Xxxxxxx	XX

Schedule 2(d)

Additional Locations of Equipment and Inventory

None.

Schedule 3

Prior Locations Maintained by Companies


Company	Address	County	State
The Cambridge Group, Inc.	000 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, XX 00000	Xxxx	IL

Schedule 4

Transactions Other than in the

Ordinary Course of Business


Company/Subsidiary	Transaction	Date of Transaction
Nielsen Entertainment, LLC	Acquired Radio and Records, Inc. (which has since merged into The Nielsen Entertainment, LLC)	August 2006

The Xxxxxxx Company (US), LLC (f/k/a ACNielsen (US), Inc.)	Acquired Modeling Group LLC	October 0000

XXX (XX) Holdings, Inc. (f/k/a The Xxxxxxx Company (U.S.), Inc.)	Acquired NetRatings, LLC (f/k/a NetRatings, Inc.) and Nielsen Mobile, LLC (f/k/a Telephia, Inc.)	August 2007

Nielsen B.V.	Sold its remaining 50% interest in VNU Exhibitions Europe B.V. to Jaarbeurs (Holding) B.V.	October 0000

XXX (XX) Holdings, Inc (f/k/a The Xxxxxxx Company (U.S.), Inc.)	Purchased 30% equity interest in NeuroFocus, Inc.	February 2008

TNC (US) Holdings, Inc (f/k/a The Xxxxxxx Company (U.S.), Inc.)	Acquired Audience Analytics, L.L.C. and Xxxxxx Holdings, L.L.C.	February 2008

The Xxxxxxx Company (US), LLC (f/k/a ACNielsen (US), Inc.)	Acquired Xxxxxxx IAG, Inc. and Reward TV, Inc.	July 2008

X. X. Xxxxxxx Company, LLC (f/k/a X. X. Xxxxxxx Company)	Acquired ACNielsen xXxxxxxx.xxx	September 0000

XXXxxxxxx Xxxxx Xxxxxxxx S.r.o.	Acquired AMAR Research S.r.o.	November 2008

The Xxxxxxx Company (US), LLC	Acquired AGB Xxxxxxx Media Research B.V. pursuant to a swap with Cavendish Square Holding B.V. and WPP Group PLC and pursuant to which it	December 2008

The Xxxxxxx Company (US), LLC	Acquired The Cambridge Group, Inc.	March 2009

Schedule 5

Copy of Financing Statements to Be Filed

See attached.

Citi - VNU

(35890.166, 368)

June 2009 UCC1s filed on behalf of Xxxxxxx Sachs loan in connection with Credit Agreement amendment

Jurisdiction

Debtor

Collateral

UCC-1
File Date

UCC-1
File Number

UCC Amdt.
File Date

UCC Amdt.
File Number

Type of Document
& other Comment

California SOS

Nielsen Government and Public Sector, Inc.

All assets

06/23/2009

09-7200339831

N/A

UCC-1

June 2009 Goldman

California SOS

Nielsen National Research Group, Inc.

All assets

06/23/2009

09-7200339699

N/A

UCC-1

June 2009 Goldman

Delaware SOS

X. X. Xxxxxxx (Argentina) S.A.

All assets

06/23/2009

20092014865

N/A

UCC-1

June 2009 Goldman

Delaware SOS

X. X. Xxxxxxx Company, LLC

All assets

06/23/2009

20092014907

N/A

UCC-1

June 2009 Goldman

Delaware SOS

ACN Holdings Inc.

All assets

06/23/2009

20092014923

N/A

UCC-1

June 2009 Goldman

Delaware SOS

ACNielsen Corporation

All assets

06/23/2009

20092014949

N/A

UCC-1

June 2009 Goldman

Delaware SOS

ACNielsen xXxxxxxx.xxx

All assets

06/23/2009

20092015102

N/A

UCC-1

June 2009 Goldman

Delaware SOS

ART Holding, L.L.C.

All assets

06/23/2009

20092015110

N/A

UCC-1

June 2009 Goldman

Delaware SOS

Athenian Leasing Corporation

All assets

06/23/2009

20092015151

N/A

UCC-1

June 2009 Goldman

Jurisdiction

Debtor

Collateral

UCC-1
File Date

UCC-1
File Number

UCC Amdt.
File Date

UCC Amdt.
File Number

Type of Document
& other Comment

Delaware SOS

Billboard Cafes, Inc.

All assets

06/23/2009

20092015243

N/A

UCC-1

June 2009 Goldman

Delaware SOS

CZT/ACN Trademarks, L.L.C.

All assets

06/23/2009

20092015185

N/A

UCC-1

June 2009 Goldman

Delaware SOS

EMIS (Canada), LLC

All assets

06/23/2009

20092015425

N/A

UCC-1

June 2009 Goldman

Delaware SOS

MFI Holdings, Inc.

All assets

06/23/2009

20092015474

N/A

UCC-1

June 2009 Goldman

Delaware SOS

Neslein Holding, L.L.C.

All assets

06/23/2009

00000000000

N/A

UCC-1

June 2009 Goldman

Delaware SOS

NetRatings, LLC

All assets

06/23/2009

20092015631

N/A

UCC-1

June 2009 Goldman

Delaware SOS

Xxxxxxx Business Media Holding Company

All assets

06/23/2009

20092015680

N/A

UCC-1

June 2009 Goldman

Delaware SOS

Xxxxxxx Business Media, Inc.

All assets

06/23/2009

20092015722

N/A

UCC-1

June 2009 Goldman

Delaware SOS

Xxxxxxx Finance Co.

All assets

06/23/2009

20092015730

N/A

UCC-1

June 2009 Goldman

Delaware SOS

Xxxxxxx Finance LLC

All assets

06/23/2009

20092015763

N/A

UCC-1

June 2009 Goldman

Delaware SOS

Xxxxxxx Holdings, L.L.C.

All assets

06/23/2009

20092015797

N/A

UCC-1

June 2009 Goldman

Delaware SOS

Xxxxxxx IAG, Inc.

All assets

06/23/2009

20092015847

N/A

UCC-1

June 2009 Goldman

-2-

Jurisdiction

Debtor

Collateral

UCC-1
File Date

UCC-1
File Number

UCC Amdt.
File Date

UCC Amdt.
File Number

Type of Document
& other Comment

Delaware SOS

Nielsen Leasing Corporation

All assets

06/23/2009

20092015888

N/A

UCC-1

June 2009 Goldman

Delaware SOS

Nielsen Mobile, LLC

All assets

06/23/2009

20092015870

N/A

UCC-1

June 2009 Goldman

Delaware SOS

NMR Investing I, Inc.

All assets

06/23/2009

20092015938

N/A

UCC-1

June 2009 Goldman

Delaware SOS

NMR Licensing Associates, L.P.

All assets

06/23/2009

20092015946

N/A

UCC-1

June 2009 Goldman

Delaware SOS

RewardTV, Inc.

All assets

06/23/2009

20092015995

N/A

UCC-1

June 2009 Goldman

Delaware SOS

The Xxxxxxx Company (US), LLC

All assets

06/23/2009

20092016027

N/A

UCC-1

June 2009 Goldman

Delaware SOS

VNU Marketing Information, Inc.

All assets

06/23/2009

20092016050

N/A

UCC-1

June 2009 Goldman

Illinois SOS

The Cambridge Group, Inc.

All assets

06/24/2009

14400656

N/A

UCC-1

June 2009 Goldman

Nevada SOS

Foremost Exhibits, Inc.

All assets

06/23/2009

X00000000-0025

N/A

UCC-1

June 2009 Goldman

New York SOS

TNC (US) Holdings, Inc.

All assets

06/24/2009

200906240367375

N/A

UCC-1

June 2009 Goldman

-3-

SECRETARY OF STATE

STATE OF CALIFORNIA

UCC Filing Acknowledgement


06/25/2009		Page 1 of 1

CSC 0000 XXXXXXX XXXX XXXXX, XXXXX 000 XXXXXXXXXX XX 00000	Filing Fee:	$10.00
	Special Handling Fee:	$6.00
	Total Fee:	$16.00

The California Secretary of State’s Office has received and filed your document. The information below reflects the data that was indexed in our system. Please review the information for accuracy. Included is an image of the filed document to assist you in your review. If you find a potential error, please notify the UCC Section at the number listed below at your earliest convenience.


Filing Type: Financing Statement	File Date: 06/23/2009	File Time: 15:41

Filing Number: 09-7200339831	Lapse Date: 06/23/2014


Debtor(s):
ORGANIZATION		NIELSEN GOVERNMENT AND PUBLIC SECTOR, INC.

		0000 XXXXXX XXXXXXXXX XXXXXXXXX XX XXX 00000

Secured Party(ies):
ORGANIZATION		CITIBANK, N.A., AS COLLATERAL AGENT

		000 XXXXXXXXX XXXXXX XXX XXXX XX XXX 00000

Filing by the Secretary of State is not conclusive proof that all conditions for securing priority have been met. Ensuring that accurate information is on the document to be filed is the responsibility of the filing party. If this filing is challenged, the Secretary of State does not guarantee that the filing is legally sufficient to secure priority under UCC Article 9 and expressly disclaims any liability for failure of the filing party to secure priority resulting from the information contained in the filed document, or the lack of information on the filed document.

UNIFORM COMMERCIAL CODE 1500 11TH STREET, 2ND FL Ÿ XXXXXXXXXX, XX 00000 X XX XXX 000000 X XXXXXXXXXX, XX 00000-0000 Ÿ (000) 000-0000 Ÿ XXXXX://XXXXXXXXXX.XXX.XX.XXX

PROGRAMS ARCHIVES, BUSINESS PROGRAMS, ELECTIONS, INFORMATION TECHNOLOGY, CALIFORNIA STATE HISTORY MUSEUM, MANAGEMENT SERVICES, SAFE AT HOME, DOMESTIC PARTNERS REGISTRY, NOTARY PUBLIC, POLITICAL REFORM

UCC FINANCING STATEMENT

FOLLOW INSTRUCTIONS (front and back) CAREFULLY

A. NAME & PHONE OF CONTACT AT FILER [optional]

LOGO

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

***PLEASE RETURN TO***

CSC

0000 Xxxxxxx Xxxx Xxxxx, Xxxxx 000

Xxxxxxxxxx, XX 00000

Acct. # 10011306

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

1. DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (1a or 1b) - do not abbreviate or combine names

1a. ORGANIZATION’S NAME

Nielsen Government and Public Sector, Inc.

1b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

1c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

0000 Xxxxxx Xxxxxxxxx

XXXXXXXXX

00000

XXX

1d. SEE INSTRUCTIONS

ADD’L INFO RE

1e. TYPE OF ORGANIZATION

1f. JURISDICTION OF ORGANIZATION

1g. ORGANIZATIONAL ID #, If any

ORGANIZATION

DEBTOR

Corporation

California

¨NONE

2. ADDITIONAL DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b) - do not abbreviate or combine names

2a. ORGANIZATION’S NAME

2b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

2c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

2d. SEE INSTRUCTIONS

ADD’L INFO RE

2e. TYPE OF ORGANIZATION

2f. JURISDICTION OF ORGANIZATION

2g. ORGANIZATIONAL ID #, if any

ORGANIZATION

DEBTOR

¨NONE

3. SECURED PARTY’S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) - insert only one secured party name (3a or 3b)

3a. ORGANIZATION’S NAME

Citibank, N.A., as Collateral Agent

3b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

3c. MAILING ADDRESS

000 Xxxxxxxxx Xxxxxx

XXXX

Xxx Xxxx

XXXXX

POSTAL CODE

10013

COUNTRY

USA

4. This FINANCING STATEMENT covers the following collateral:

All assets of the Debtor whether now owned or hereafter acquired or in which the Debtor otherwise has rights and all proceeds thereof.


5. ALTERNATIVE DESIGNATION [if applicable]:¨ LESSEE/LESSOR ¨ CONSIGNEE/CONSIGNOR ¨BAILEE/XXXXXX ¨ SELLER/BUYER ¨ XX XXXX ¨ NON-UCC FILING
6.¨	This FINANCING STATEMENT is to be filed [for record] (or recorded) in the REAL ESTATE RECORDS. Attach Addendum [if applicable]	7. Check to REQUEST SEARCH REPORT(S) on Debtor(s) [ADDITIONAL FEE] [optional]	¨ All Debtors	¨ Debtor 1	¨ Debtor 2
8. OPTIONAL FILER REFERENCE DATA To be filed with the California Secretary of State KAN$21 046003-1 35890.166 (368)

FILING OFFICE COPY — UCC FINANCING STATEMENT (FORM UCC1) (REV. 05/22/02) DEUCCIPNAT - 12/17/2002 C T System Online

SECRETARY OF STATE

STATE OF CALIFORNIA

UCC Filing Acknowledgement


06/25/2009		Page 1 of 1

CSC 0000 XXXXXXX XXXX XXXXX, XXXXX 000 XXXXXXXXXX XX 00000	Filing Fee:	$10.00
	Special Handling Fee:	$6.00
	Total Fee:	$16.00


Filing Type: Financing Statement	File Date: 06/23/2009	File Time: 15:41

Filing Number: 09-7200339699	Lapse Date: 06/23/2014


Debtor(s):
ORGANIZATION		NIELSEN NATIONAL RESEARCH GROUP, INC.

		0000 XXXXXX XXXXXXXXX XXXXXXXXX XX XXX 00000

Secured Party(ies):
ORGANIZATION		CITIBANK, N.A., AS COLLATERAL AGENT

		000 XXXXXXXXX XXXXXX XXXXXXXXX XX XXX 00000

UNIFORM COMMERCIAL CODE 1500 11TH STREET, 2ND FL Ÿ XXXXXXXXXX, XX 00000 X XX XXX 000000 X XXXXXXXXXX, XX 00000-0000 Ÿ (000) 000-0000 Ÿ XXXXX://XXXXXXXXXX.XXX.XX.XXX

UCC FINANCING STATEMENT

FOLLOW INSTRUCTIONS (front and back) CAREFULLY

A. NAME & PHONE OF CONTACT AT FILER [optional]

B. SEND ACKNOWLEDGMENT TO (Name and Address)

***PLEASE RETURN TO***

CSC

0000 Xxxxxxx Xxxx Xxxxx, Xxxxx 000

Xxxxxxxxxx, XX 00000

Acct. #10011306

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (1a or 1b) - do not abbreviate or combine names

1a. ORGANIZATION’S NAME

Nielsen National Research Group, Inc.

1b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

1c.

MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

0000 Xxxxxx Xxxxxxxxx

Xxxxxxxxx

00000

XXX

1d. SEE INSTRUCTIONS

ADD’L INFO RE

1e. TYPE OF ORGANIZATION

1f. JURISDICTION OF ORGANIZATION

1g. ORGANIZATIONAL ID #, if any

ORGANIZATION

DEBTOR

Corporation

California

¨None

ADDITIONAL DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b) - do not abbreviate or combine names

2a. ORGANIZATION’S NAME

2b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

2c.

MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

2d.

SEE INSTRUCTIONS

ADD’L INFO RE

2e. TYPE OF ORGANIZATION

2f. JURISDICTION OF ORGANIZATION

2g. ORGANIZATIONAL ID #, if any

ORGANIZATION

DEBTOR

¨None

SECURED PARTY’S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) - insert only one secured party name (3a or 3b)

3a. ORGANIZATION’S NAME

Citibank, N.A., as Collateral Agent

3b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

3c.

MAILING ADDRESS

000 Xxxxxxxxx Xxxxxx

XXXX

Xxx Xxxx

XXXXX

POSTAL CODE

10013

COUNTRY

USA

This FINANCING STATEMENT covers the following collateral:

All assets of the Debtor whether now owned or hereafter acquired or in which the Debtor otherwise has rights and all proceeds thereof.


5.	ALTERNATIVE DESIGNATION [if applicable]: ¨ LESSEE/LESSOR ¨CONSIGNEE/CONSIGNOR ¨BAILEE/XXXXXX ¨SELLER/ BUYER ¨AG. LIEN ¨NON-UCC FILING
6.¨	This FINANCING STATEMENT is to be filed [for record] (or recorded) in the REAL ESTATE RECORDS. Attach Addendum [if applicable]	7. Check to REQUEST SEARCH REPORT(S) on Debtor(s) [ADDITIONAL FEE] [optional]	¨ All Debtors	¨ Debtor 1	¨ Debtor 2

8.	OPTIONAL FILER REFERENCE DATA

	To be filed with California Secretary of State	KAN $21046003-2	35890.166.(368)

FILING OFFICE COPY – UCC FINANCING STATEMENT (FORM UCC1) (REV.05/22/02)

DEUCCIPNAT - 12/17/2002 CT System Online

UCC FINANCING STATEMENT

FOLLOW INSTRUCTIONS (front and back) CAREFULLY

A. NAME & PHONE OF CONTACT AT FILER [optional]

DELAWARE DEPARTMENT OF STATE

U.C.C. FILING SECTION

FILED 05:19 PM 06/23/2009

INITIAL FILING # 2009 2014865

SRV: 090641761

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

Xxxxxxx X. Xxxxxx, Legal Assistant

Xxxxxx Xxxxxx & Xxxxxxx LLP

00 Xxxx Xxxxxx

Xxx Xxxx, XX 00000

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

1. DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (1a or 1b) - do not abbreviate or combine names

1a. ORGANIZATION’S NAME

X. X. Xxxxxxx (Argentina) S.A.

1b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

1c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

000 X. Xxxxxxxxxx Xx.

Xxxxxxxxxx

00000

XXX

1d. SEE INSTRUCTIONS

ADD’L INFO RE

1e. TYPE OF ORGANIZATION

1f. JURISDICTION OF ORGANIZATION

1g. ORGANIZATIONAL ID #, if any

ORGANIZATION

DEBTOR

Corporation

Delaware

¨ NONE

2. ADDITIONAL DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b) - do not abbreviate or combine names

2a. ORGANIZATION’S NAME

2b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

2c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

2d. SEE INSTRUCTIONS

ADD’L INFO RE

2e. TYPE OF ORGANIZATION

2f. JURISDICTION OF ORGANIZATION

2g. ORGANIZATIONAL ID #, if any

ORGANIZATION

DEBTOR

¨ NONE

3. SECURED PARTY’S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) - insert only one secured party name (3a or 3b)

3a. ORGANIZATION’S NAME

Citibank, N.A., as Collateral Agent

3b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

3c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

000 Xxxxxxxxx Xxxxxx

Xxx Xxxx

00000

XXX

4. This FINANCING STATEMENT covers the following collateral:

All assets of the Debtor whether now owned or hereafter acquired or in which the Debtor otherwise has rights and all proceeds thereof.


5. ALTERNATIVE DESIGNATION [if applicable]: ¨ LESSEE/LESSOR ¨ CONSIGNEE/CONSIGNOR ¨ BAILEE/XXXXXX ¨SELLER/BUYER ¨AG. LIEN ¨NON-UCC FILING
6.¨	This FINANCING STATEMENT is to be filed [for record] (or recorded) in the REAL ESTATE RECORDS. Attach Addendum [if applicable]	7. Check to REQUEST SEARCH REPORT(S) on Debtor(s) [ADDITIONAL FEE] [optional]	¨ All Debtors	¨ Debtor 1	¨ Debtor 2
8. OPTIONAL FILER REFERENCE DATA

To be filed with the Delaware Secretary of State			35890.166 (368)

FILING OFFICE COPY — UCC FINANCING STATEMENT (FORM UCC1)(REV. 05/22/02)

DEUCCIPNAT - 12/17/2002 CT System Online

UCC FINANCING STATEMENT

FOLLOW INSTRUCTIONS (front and back) CAREFULLY

A. NAME & PHONE OF CONTACT AT FILER [optional]

DELAWARE DEPARTMENT OF STATE

U.C.C FILING SECTION

FILED 05:20 PM 06/23/2009

INITIAL FILING # 2009 2014923

SRV: 090641778

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

Xxxxxxx X. Xxxxxx, Legal Assistant

Xxxxxx Xxxxxx & Xxxxxxx LLP

00 Xxxx Xxxxxx

Xxx Xxxx, XX 00000

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

1. DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (1a or 1b) - do not abbreviate or combine names

1a. ORGANIZATION’S NAME

ACN Holdings Inc.

1b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

1c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

000 Xxxxxxxx

Xxx Xxxx

00000

XXX

1d. SEE INSTRUCTIONS

ADD’L INFO RE

1e. TYPE OF ORGANIZATION

1f. JURISDICTION OF ORGANIZATION

1g. ORGANIZATIONAL ID #, if any

ORGANIZATION

DEBTOR

Corporation

Delaware

¨None

2. ADDITIONAL DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b) - do not abbreviate or combine names

2a. ORGANIZATION’S NAME

2b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

2c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

2d. SEE INSTRUCTIONS

ADD’L INFO RE

2e. TYPE OF ORGANIZATION

2f. JURISDICTION OF ORGANIZATION

2g. ORGANIZATIONAL ID #, if any

ORGANIZATION

DEBTOR

¨None

3. SECURED PARTY’S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) - insert only one secured party name (3a or 3b)

3a. ORGANIZATION’S NAME

Citibank N.A., as Collateral Agent

3b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

3c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

000 Xxxxxxxxx Xxxxxx

Xxx Xxxx

00000

XXX

4. This FINANCING STATEMENT covers the following collateral:

All assets of the Debtor whether now owned or hereafter acquired or in which the Debtor otherwise has rights and all proceeds thereof.

5. ALTERNATIVE DESIGNATION [If applicable] ¨ LESSEE/LESSOR ¨ CONSIGNEE/CONSIGNOR ¨ BAILEE/XXXXXX ¨ SELLER/BUYER ¨ AG. LIEN

¨ NON-UCC FILING

6. ¨

This FINANCING STATEMENT is to be filed (for record) (or recorded) in the REAL ESTATE RECORDS.

Attach Addendum [if applicable]

7. Check to REQUEST SEARCH REPORT(S) on Debtor(s)

[ADDITIONAL FEE] [optional]

¨ All Debtors

¨ Debtor 1

¨ Debtor 2

8. OPTIONAL FILER REFERENCE DATA


To be filed with the Delaware Secretary of State		35890.166 (368)

FILING OFFICE COPY — UCC FINANCING STATEMENT (FORM UCC1) (REV. 05/22/02)

DEUCCIPNAT - 12/17/2002 CT System Online

UCC FINANCING STATEMENT

FOLLOW INSTRUCTIONS (front and back) CAREFULLY

A. NAME & PHONE OF CONTACT AT FILER [optional]

DELAWARE DEPARTMENT OF STATE

U.C.C. FILING SECTION

FILED 05:20 PM 06/23/2009

INITIAL FILING # 2009 2014949

SRV: 090641784

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

Xxxxxxx X. Xxxxxx, Legal Assistant

Xxxxxx Xxxxxx & Xxxxxxx LLP

00 Xxxx Xxxxxx

Xxx Xxxx, XX 00000

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

1. DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (1a or 1b) - do not abbreviate or combine names

1a. ORGANIZATION’S NAME

ACNeilsen Corporation

1b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

1c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

000 Xxxxxxxx

Xxx Xxxx

00000

XXX

1d. SEE INSTRUCTIONS

ADD’L INFO RE

1e. TYPE OF ORGANIZATION

1f. JURISDICTION OF ORGANIZATION

1g. ORGANIZATION ID #, if any

ORGANIZATION

DEBTOR

Corporation

Delaware

¨None

2. ADDITIONAL DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b) - do not abbreviate or combine names

2a. ORGANIZATION’S NAME

2b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

2c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

2d. SEE INSTRUCTIONS

ADD’L INFO RE

2e. TYPE OF ORGANIZATION

2f. JURISDICTION OF ORGANIZATION

2g. ORGANIZATIONAL ID #, if any

ORGANIZATION

DEBTOR

¨None

3. SECURED PARTY’S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) - insert only one secured party name (3a or 3b)

3a. ORGANIZATION’S NAME

Citibank, N.A., as Collateral Agent

3b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

3c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

000 Xxxxxxxxx Xxxxxx

Xxx Xxxx

00000

XXX

4. This FINANCING STATEMENT covers the following collateral:

All assets of the Debtor whether now owned or hereafter acquired or in which the Debtor otherwise has rights and all proceeds thereof.

5. ALTERNATIVE DESIGNATION (if applicable) ¨ LESSEE/LESSOR ¨ CONSIGNEE/CONSIGNOR ¨ BAILEE/XXXXXX ¨ SELLER/BUYER ¨ AG. LIEN

¨ NON-UCC FILING

6. ¨

This FINANCING STATEMENT is to be filed (for record) (or recorded) in the REAL ESTATE RECORDS.

Attached Addendum (if applicable)

7. Check to REQUEST SEARCH REPORT(S) on Debtor(s)

[ADDITIONAL FEE] [optional]

¨ All Debtors

¨ Debtor 1

¨ Debtor 2

8. OPTIONAL FILER REFERENCE DATE


To be filed with the Delaware Secretary of State		35890.166 (368)

FILING OFFICE COPY — UCC FINANCING STATEMENT (FORM UCC1) (REV. 05/22/02)

DEUCCIPNAT - 12/17/2002 CT System Online

UCC FINANCING STATEMENT

FOLLOW INSTRUCTIONS (front and back) CAREFULLY

A. NAME & PHONE OF CONTACT AT FILER [optional]

DELAWARE DEPARTMENT OF STATE

U.C.C. FILING SECTION

FILED 05:20 PM 06/23/2009

INITIAL FILING # 2009 2015102

SRV: 090641793

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

Xxxxxxx X. Xxxxxx

Legal Assistant

Xxxxxx Xxxxxx & Xxxxxxx LLP

00 Xxxx Xxxxxx

Xxx Xxxx, XX 00000

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

1. DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (1a or 1b) - do not abbreviate or combine names

1a. ORGANIZATION’S NAME

ACNeilsen xXxxxxxx.xxx

1b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

1c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

000 Xxxxxxxx

Xxx Xxxx

00000

XXX

1d. SEE INSTRUCTIONS

ADD’L INFO RE

1e. TYPE OF ORGANIZATION

1f. JURISDICTION OF ORGANIZATION

1g. ORGANIZATION ID #, if any

ORGANIZATION

DEBTOR

Corporation

Delaware

¨None

2. ADDITIONAL DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b) - do not abbreviate or combine names

2a. ORGANIZATION’S NAME

2b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

2c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

2d. SEE INSTRUCTIONS

ADD’L INFO RE

2e. TYPE OF ORGANIZATION

2f. JURISDICTION OF ORGANIZATION

2g. ORGANIZATIONAL ID #, if any

ORGANIZATION

DEBTOR

¨None

3. SECURED PARTY’S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) - insert only one secured party name (3a or 3b)

3a. ORGANIZATION’S NAME

Citibank, N.A., as Collateral Agent

3b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

3c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

000 Xxxxxxxxx Xxxxxx

Xxx Xxxx

00000

XXX

4. This FINANCING STATEMENT covers the following collateral:

All assets of the Debtor whether now owned or hereafter acquired or in which the Debtor otherwise has rights and all proceeds thereof.

5. ALTERNATIVE DESIGNATION (if applicable) ¨ LESSEE/LESSOR ¨ CONSIGNEE/CONSIGNOR ¨ BAILEE/XXXXXX ¨ SELLER/BUYER ¨ AG. LIEN

¨ NON-UCC FILING

6. ¨

This FINANCING STATEMENT is to be filed (for record) (or recorded) in the REAL ESTATE RECORDS.

Attached Addendum (if applicable)

7. Check to REQUEST SEARCH REPORT(S) on Debtor(s)

[ADDITIONAL FEE] [optional]

¨ All Debtors

¨ Debtor 1

¨ Debtor 2

8. OPTIONAL FILER REFERENCE DATE


To be filed with the Delaware Secretary of State		35890.166 (368)

FILING OFFICE COPY — UCC FINANCING STATEMENT (FORM UCC1) (REV. 05/22/02)

DEUCCIPNAT - 12/17/2002 CT System Online

UCC FINANCING STATEMENT

FOLLOW INSTRUCTIONS (front and back) CAREFULLY

A. NAME & PHONE OF CONTACT AT FILER [optional]

DELAWARE DEPARTMENT OF STATE

U.C.C. FILING SECTION

FILED 05:20 PM 06/23/2009

INITIAL FILING # 2009 2015110

SRV: 090641805

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

Xxxxxxx X. Xxxxxx, Legal Assistant

Xxxxxx Xxxxxx & Xxxxxxx LLP

00 Xxxx Xxxxxx

Xxx Xxxx, XX 00000

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

1. DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (1a or 1b) - do not abbreviate or combine names

1a. ORGANIZATION’S NAME

ART Holding, L.L.C.

1b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

1c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

000 X. Xxxxxxxxxx Xx.

Xxxxxxxxxx

00000

XXX

1d. SEE INSTRUCTIONS

ADD’L INFO RE

1e. TYPE OF ORGANIZATION

1f. JURISDICTION OF ORGANIZATION

1g. ORGANIZATION ID #, if any

ORGANIZATION

DEBTOR

LLC

Delaware

¨None

2. ADDITIONAL DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b) - do not abbreviate or combine names

2a. ORGANIZATION’S NAME

2b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

2c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

2d. SEE INSTRUCTIONS

ADD’L INFO RE

2e. TYPE OF ORGANIZATION

2f. JURISDICTION OF ORGANIZATION

2g. ORGANIZATIONAL ID #, if any

ORGANIZATION

DEBTOR

¨None

3. SECURED PARTY’S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) - insert only one secured party name (3a or 3b)

3a. ORGANIZATION’S NAME

Citibank, N.A., as Collateral Agent

3b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

3c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

000 Xxxxxxxxx Xxxxxx

Xxx Xxxx

00000

XXX

4. This FINANCING STATEMENT covers the following collateral:

All assets of the Debtor whether now owned or hereafter acquired or in which the Debtor otherwise has rights and all proceeds thereof.

5. ALTERNATIVE DESIGNATION (if applicable) ¨ LESSEE/LESSOR ¨ CONSIGNEE/CONSIGNOR ¨ BAILEE/XXXXXX ¨ SELLER/BUYER ¨ AG. LIEN

¨ NON-UCC FILING

6. ¨

This FINANCING STATEMENT is to be filed (for record) (or recorded) in the REAL ESTATE RECORDS.

Attached Addendum (if applicable)

7. Check to REQUEST SEARCH REPORT(S) on Debtor(s)

[ADDITIONAL FEE] [optional]

¨ All Debtors

¨ Debtor 1

¨ Debtor 2

8. OPTIONAL FILER REFERENCE DATE


To be filed with the Delaware Secretary of State		35890.166 (368)

FILING OFFICE COPY — UCC FINANCING STATEMENT (FORM UCC1) (REV. 05/22/02)

DEUCCIPNAT - 12/17/2002 CT System Online

UCC FINANCING STATEMENT

FOLLOW INSTRUCTIONS (front and back) CAREFULLY

A. NAME & PHONE OF CONTACT AT FILER [optional]

DELAWARE DEPARTMENT OF STATE

U.C.C. FILING SECTION

FILED 05:20 PM 06/23/2009

INITIAL FILING # 2009 2015151

SRV: 090641810

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

Xxxxxxx X. Xxxxxx, Legal Assistant

Xxxxxx Xxxxxx & Xxxxxxx LLP

00 Xxxx Xxxxxx

Xxx Xxxx, XX 00000

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

1. DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (1a or 1b) - do not abbreviate or combine names

1a. ORGANIZATION’S NAME

Athenian Leagin Corporation

1b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

1c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

000 Xxxx Xxxxxx

Xxxxxxxxxx

00000

XXX

1d. SEE INSTRUCTIONS

ADD’L INFO RE

1e. TYPE OF ORGANIZATION

1f. JURISDICTION OF ORGANIZATION

1g. ORGANIZATION ID #, if any

ORGANIZATION

DEBTOR

Corporation

Delaware

¨None

2. ADDITIONAL DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b) - do not abbreviate or combine names

2a. ORGANIZATION’S NAME

2b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

2c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

2d. SEE INSTRUCTIONS

ADD’L INFO RE

2e. TYPE OF ORGANIZATION

2f. JURISDICTION OF ORGANIZATION

2g. ORGANIZATIONAL ID #, if any

ORGANIZATION

DEBTOR

¨None

3. SECURED PARTY’S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) - insert only one secured party name (3a or 3b)

3a. ORGANIZATION’S NAME

Citibank, N.A., as Collateral Agent

3b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

3c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

000 Xxxxxxxxx Xxxxxx

Xxx Xxxx

00000

XXX

4. This FINANCING STATEMENT covers the following collateral:

All assets of the Debtor whether now owned or hereafter acquired or in which the Debtor otherwise has rights and all proceeds thereof.

5. ALTERNATIVE DESIGNATION (if applicable) ¨ LESSEE/LESSOR ¨ CONSIGNEE/CONSIGNOR ¨ BAILEE/XXXXXX ¨ SELLER/BUYER ¨ AG. LIEN

¨ NON-UCC FILING

6. ¨

This FINANCING STATEMENT is to be filed (for record) (or recorded) in the REAL ESTATE RECORDS.

Attached Addendum (if applicable)

7. Check to REQUEST SEARCH REPORT(S) on Debtor(s)

[ADDITIONAL FEE] [optional]

¨ All Debtors

¨ Debtor 1

¨ Debtor 2

8. OPTIONAL FILER REFERENCE DATE


To be filed with the Delaware Secretary of State		35890.166 (368)

FILING OFFICE COPY — UCC FINANCING STATEMENT (FORM UCC1) (REV. 05/22/02)

DEUCCIPNAT - 12/17/2002 CT System Online

UCC FINANCING STATEMENT

FOLLOW INSTRUCTIONS (front and back) CAREFULLY

A. NAME & PHONE OF CONTACT AT FILER [optional]

DELAWARE DEPARTMENT OF STATE

U.C.C. FILING SECTION

FILED 05:21 PM 06/23/2009

INITIAL FILING # 2009 2015243

SRV: 090641817

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

Xxxxxxx X. Xxxxxx, Legal Assistant

Xxxxxx Xxxxxx & Xxxxxxx LLP

00 Xxxx Xxxxxx

Xxx Xxxx, XX 00000

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

1. DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (1a or 1b) - do not abbreviate or combine names

1a. ORGANIZATION’S NAME

Billboard Cafes, Inc.

1b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

1c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

000 Xxxxxxxx

Xxx Xxxx

00000

XXX

1d. SEE INSTRUCTIONS

ADD’L INFO RE

1e. TYPE OF ORGANIZATION

1f. JURISDICTION OF ORGANIZATION

1g. ORGANIZATIONAL ID #, if any

ORGANIZATION

DEBTOR

Corporation

Delaware

¨None

2. ADDITIONAL DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b) - do not abbreviate or combine names

2a. ORGANIZATION’S NAME

2b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

2c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

2d. SEE INSTRUCTIONS

ADD’L INFO RE

2e. TYPE OF ORGANIZATION

2f. JURISDICTION OF ORGANIZATION

2g. ORGANIZATIONAL ID #, if any

ORGANIZATION

DEBTOR

¨None

3. SECURED PARTY’S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) - insert only one secured party name (3a or 3b)

3a. ORGANIZATION’S NAME

Citibank, N.A., as Collateral Agent

3b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

3c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

000 Xxxxxxxxx Xxxxxx

Xxx Xxxx

00000

XXX

4. This FINANCING STATEMENT covers the following collateral:

All assets of the Debtor whether now owned or hereafter acquired or in which the Debtor otherwise has rights and all proceeds thereof.

5. ALTERNATIVE DESIGNATION (if applicable): ¨ LESSEE/LESSOR ¨ CONSIGNEE/CONSIGNOR ¨ BAILEE/XXXXXX ¨ SELLER/BUYER ¨ AG. LIEN

¨ NON-UCC FILING

6. ¨

This FINANCING STATEMENT is to be filed (for record) (or recorded) in the REAL ESTATE RECORDS.

Attached Addendum (if applicable)

7. Check to REQUEST SEARCH REPORT(S) on Debtor(s)

[ADDITIONAL FEE] [optional]

¨ All Debtors

¨ Debtor 1

¨ Debtor 2

8. OPTIONAL FILER REFERENCE DATA


To be filed with the Delaware Secretary of State		35890.166 (368)

FILING OFFICE COPY — UCC FINANCING STATEMENT (FORM UCC1) (REV. 05/22/02)

DEUCCIPNAT - 12/17/2002 CT System Online

UCC FINANCING STATEMENT

FOLLOW INSTRUCTIONS (front and back) CAREFULLY

A. NAME & PHONE OF CONTACT AT FILER [optional]

DELAWARE DEPARTMENT OF STATE

U.C.C. FILING SECTION

FILED 05:22 PM 06/23/2009

INITIAL FILING # 2009 2015185

SRV: 090641821

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

Xxxxxxx X. Xxxxxx, Legal Assistant

Xxxxxx Xxxxxx & Xxxxxxx LLP

00 Xxxx Xxxxxx

Xxx Xxxx, XX 00000

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

1. DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (1a or 1b) - do not abbreviate or combine names

1a. ORGANIZATION’S NAME

CZT/ACN Trademarks, L.L.C.

1b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

1c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

000 X. Xxxxxxxxxx Xx.

Xxxxxxxxxx

00000

XXX

1d. SEE INSTRUCTIONS

ADD’L INFO RE

1e. TYPE OF ORGANIZATION

1f. JURISDICTION OF ORGANIZATION

1g. ORGANIZATIONAL ID #, if any

ORGANIZATION

DEBTOR

LLC

Delaware

¨None

2. ADDITIONAL DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b) - do not abbreviate or combine names

2a. ORGANIZATION’S NAME

2b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

2c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

2d. SEE INSTRUCTIONS

ADD’L INFO RE

2e. TYPE OF ORGANIZATION

2f. JURISDICTION OF ORGANIZATION

2g. ORGANIZATIONAL ID #, if any

ORGANIZATION

DEBTOR

¨None

3. SECURED PARTY’S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) - insert only one secured party name (3a or 3b)

3a. ORGANIZATION’S NAME

Citibank, N.A., as Collateral Agent

3b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

3c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

000 Xxxxxxxxx Xxxxxx

Xxx Xxxx

00000

XXX

4. This FINANCING STATEMENT covers the following collateral:

All assets of the Debtor whether now owned or hereafter acquired or in which the Debtor otherwise has rights and all proceeds thereof.

5. ALTERNATIVE DESIGNATION (if applicable): ¨ LESSEE/LESSOR ¨ CONSIGNEE/CONSIGNOR ¨ BAILEE/XXXXXX ¨ SELLER/BUYER ¨ AG. LIEN

¨ NON-UCC FILING

6. ¨

This FINANCING STATEMENT is to be filed (for record) (or recorded) in the REAL ESTATE RECORDS.

Attached Addendum (if applicable)

7. Check to REQUEST SEARCH REPORT(S) on Debtor(s)

[ADDITIONAL FEE] [optional]

¨ All Debtors

¨ Debtor 1

¨ Debtor 2

8. OPTIONAL FILER REFERENCE DATA


To be filed with the Delaware Secretary of State		35890.166 (368)

FILING OFFICE COPY — UCC FINANCING STATEMENT (FORM UCC1) (REV. 05/22/02)

DEUCCIPNAT - 12/17/2002 CT System Online

UCC FINANCING STATEMENT

FOLLOW INSTRUCTIONS (front and back) CAREFULLY

A. NAME & PHONE OF CONTACT AT FILER [optional]

DELAWARE DEPARTMENT OF STATE

U.C.C. FILING SECTION

FILED 05:22 PM 06/23/2009

INITIAL FILING # 2009 2015425

SRV: 090641825

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

Xxxxxxx X. Xxxxxx, Legal Assistant

Xxxxxx Xxxxxx & Xxxxxxx LLP

00 Xxxx Xxxxxx

Xxx Xxxx, XX 00000

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

1. DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (1a or 1b) - do not abbreviate or combine names

1a. ORGANIZATION'S NAME

EMIS (Canada), LLC

1b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

1c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

000 Xxxxxxxx

Xxx Xxxx

00000

XXX

1d. SEE INSTRUCTIONS

ADD’L INFO RE

1e. TYPE OF ORGANIZATION

1f. JURISDICTION OF ORGANIZATION

1g. ORGANIZATIONAL ID #, if any

ORGANIZATION

DEBTOR

LLC

Delaware

¨None

2. ADDITIONAL DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b) - do not abbreviate or combine names

2a. ORGANIZATION’S NAME

2b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

2c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

2d. SEE INSTRUCTIONS

ADD’L INFO RE

2e. TYPE OF ORGANIZATION

2f. JURISDICTION OF ORGANIZATION

2g. ORGANIZATIONAL ID #, if any

ORGANIZATION

DEBTOR

¨None

3. SECURED PARTY’S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) - insert only one secured party name (3a or 3b)

3a. ORGANIZATION’S NAME

Citibank, N.A., as Collateral Agent

3b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

3c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

000 Xxxxxxxxx Xxxxxx

Xxx Xxxx

00000

XXX

4. This FINANCING STATEMENT covers the following collateral:

All assets of the Debtor whether now owned or hereafter acquired or in which the Debtor otherwise has rights and all proceeds thereof.

5. ALTERNATIVE DESIGNATION (if applicable): ¨ LESSEE/LESSOR ¨ CONSIGNEE/CONSIGNOR ¨ BAILEE/XXXXXX ¨ SELLER/BUYER ¨ AG. LIEN

¨ NON-UCC FILING

6. ¨

This FINANCING STATEMENT is to be filed (for record) (or recorded) in the REAL ESTATE RECORDS.

Attached Addendum (if applicable)

7. Check to REQUEST SEARCH REPORT(S) on Debtor(s)

[ADDITIONAL FEE] [optional]

¨ All Debtors

¨ Debtor 1

¨ Debtor 2

8. OPTIONAL FILER REFERENCE DATE


To be filed with the Delaware Secretary of State		35890.166 (368)

FILING OFFICE COPY — UCC FINANCING STATEMENT (FORM UCC1) (REV. 05/22/02)

DEUCCIPNAT - 12/17/2002 CT System Online

UCC FINANCING STATEMENT

FOLLOW INSTRUCTIONS (front and back) CAREFULLY

A. NAME & PHONE OF CONTACT AT FILER [optional]

DELAWARE DEPARTMENT OF STATE

U.C.C FILING SECTION

FILED 05:22 PM 06/23/2009

INITIAL FILING # 2009 2015474

SRV: 090641831

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

Xxxxxxx X. Xxxxxx, Legal Assistant

Xxxxxx Xxxxxx & Xxxxxxx LLP

00 Xxxx Xxxxxx

Xxx Xxxx, XX 00000

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

1. DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (1a or 1b) - do not abbreviate or combine names

1a. ORGANIZATION’S NAME

MFI Holdings, Inc.

1b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

1c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

000 Xxxxxxxx

Xxx Xxxx

00000

XXX

1d. SEE INSTRUCTIONS

ADD’L INFO RE

1e. TYPE OF ORGANIZATION

1f. JURISDICTION OF ORGANIZATION

1g. ORGANIZATIONAL ID #, if any

ORGANIZATION

DEBTOR

Corporation

Delaware

¨None

2. ADDITIONAL DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b) - do not abbreviate or combine names

2a. ORGANIZATION’S NAME

2b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

2c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

2d. SEE INSTRUCTIONS

ADD’L INFO RE

2e. TYPE OF ORGANIZATION

2f. JURISDICTION OF ORGANIZATION

2g. ORGANIZATIONAL ID #, if any

ORGANIZATION

DEBTOR

¨None

3. SECURED PARTY’S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) - insert only one secured party name (3a or 3b)

3a. ORGANIZATION’S NAME

Citibank N.A., as Collateral Agent

3b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

3c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

000 Xxxxxxxxx Xxxxxx

Xxx Xxxx

00000

XXX

4. This FINANCING STATEMENT covers the following collateral:

All assets of the Debtor whether now owned or hereafter acquired or in which the Debtor otherwise has rights and all proceeds thereof.

5. ALTERNATIVE DESIGNATION [If applicable] ¨ LESSEE/LESSOR ¨ CONSIGNEE/CONSIGNOR ¨ BAILEE/XXXXXX ¨ SELLER/BUYER ¨ AG. LIEN ¨ NON-UCC FILING

6. ¨

This FINANCING STATEMENT is to be filed (for record) (or recorded) in the REAL ESTATE RECORDS.

Attach Addendum [if applicable]

7. Check to REQUEST SEARCH REPORT(S) on Debtor(s)

[ADDITIONAL FEE] [optional]

¨ All Debtors

¨ Debtor 1

¨ Debtor 2

8. OPTIONAL FILER REFERENCE DATA


To be filed with the Delaware Secretary of State		35890.166 (368)

FILING OFFICE COPY — UCC FINANCING STATEMENT (FORM UCC1) (REV. 05/22/02)

DEUCCIPNAT - 12/17/2002 CT System Online

UCC FINANCING STATEMENT

FOLLOW INSTRUCTIONS (front and back) CAREFULLY

A. NAME & PHONE OF CONTACT AT FILER [optional]

DELAWARE DEPARTMENT OF STATE

U.C.C. FILING SECTION

FILED 05:23 PM 06/23/2009

INITIAL FILING # 2009 2015573

SRV: 090641837

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

Xxxxxxx X. Xxxxxx, Legal Assistant

Xxxxxx Xxxxxx & Xxxxxxx LLP

00 Xxxx Xxxxxx

Xxx Xxxx, XX 00000

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

1. DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (1a or 1b) - do not abbreviate or combine names

1a. ORGANIZATION’S NAME

Neslein Holding, L.L.C.

1b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

1c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

000 Xxxxxxxx

Xxx Xxxx

00000

XXX

1d. SEE INSTRUCTIONS

ADD’L INFO RE ORGANIZATION DEBTOR

1e. TYPE OF ORGANIZATION

1f. JURISDICTION OF ORGANIZATION

1g. ORGANIZATIONAL ID #, if any

LLC

Delaware

¨NONE

2. ADDITIONAL DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b) - do not abbreviate or combine names

2a. ORGANIZATION’S NAME

2b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

2c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

2d. SEE INSTRUCTIONS

ADD’L INFO RE

2e. TYPE OF ORGANIZATION

2f. JURISDICTION OF ORGANIZATION

2g. ORGANIZATIONAL ID #, if any

ORGANIZATION

DEBTOR

¨NONE

3. SECURED PARTY’S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) - insert only one secured party name (3a or 3b)

3a. ORGANIZATION’S NAME

Citibank, N.A., as Collateral Agent

3b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

3c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

000 Xxxxxxxxx Xxxxxx

Xxx Xxxx

00000

XXX

4. This FINANCING STATEMENT covers the following collateral:

All assets of the Debtor whether now owned or hereafter acquired or in which the Debtor otherwise has rights and all proceeds thereof.


5. ALTERNATIVE DESIGNATION [if applicable]: ¨ LESSEE/LESSOR ¨ CONSIGNEE/CONSIGNOR ¨ BAILEE/XXXXXX ¨SELLER/BUYER ¨AG. LIEN ¨NON-UCC FILING
6.¨	This FINANCING STATEMENT is to be filed [for record] (or recorded) in the REAL ESTATE RECORDS. Attach Addendum [if applicable]	7. Check to REQUEST SEARCH REPORT(S) on Debtor(s) [ADDITIONAL FEE] [optional]	¨ All Debtors	¨ Debtor 1	¨ Debtor 2

8.	OPTIONAL FILER REFERENCE DATA

To be filed with the Delaware Secretary of State			35890.166 (368)

FILING OFFICE COPY — UCC FINANCING STATEMENT (FORM UCC1)(REV. 05/22/02)

DEUCCIPNAT - 12/17/2002 CT System Online

UCC FINANCING STATEMENT

FOLLOW INSTRUCTIONS (front and back) CAREFULLY

A. NAME & PHONE OF CONTACT AT FILER [optional]

DELAWARE DEPARTMENT OF STATE

U.C.C. FILING SECTION

FILED 05:23 PM 06/23/2009

INITIAL FILING # 2009 2015631

SRV: 090641841

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

Xxxxxxx X. Xxxxxx, Legal Assistant

Xxxxxx Xxxxxx & Xxxxxxx LLP

00 Xxxx Xxxxxx

Xxx Xxxx, XX 00000

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

1. DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (1a or 1b) - do not abbreviate or combine names

1a. ORGANIZATION’S NAME

NetRatings, LLC

1b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

1c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

000 Xxxxxxxx

Xxx Xxxx

00000

XXX

1d. SEE INSTRUCTIONS

ADD’L INFO RE

1e. TYPE OF ORGANIZATION

1f. JURISDICTION OF ORGANIZATION

1g. ORGANIZATIONAL ID #, if any

ORGANIZATION

DEBTOR

LLC

Delaware

¨NONE

2. ADDITIONAL DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b) - do not abbreviate or combine names

2a. ORGANIZATION’S NAME

2b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

2c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

2d. SEE INSTRUCTIONS

ADD’L INFO RE

2e. TYPE OF ORGANIZATION

2f. JURISDICTION OF ORGANIZATION

2g. ORGANIZATIONAL ID #, if any

ORGANIZATION

DEBTOR

¨NONE

3. SECURED PARTY’S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) - insert only one secured party name (3a or 3b)

3a. ORGANIZATION’S NAME

Citibank, N.A., as Collateral Agent

3b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

3c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

000 Xxxxxxxxx Xxxxxx

Xxx Xxxx

00000

XXX

4. This FINANCING STATEMENT covers the following collateral:

All assets of the Debtor whether now owned or hereafter acquired or in which the Debtor otherwise has rights and all proceeds thereof.


5. ALTERNATIVE DESIGNATION [if applicable]: ¨ LESSEE/LESSOR ¨ CONSIGNEE/CONSIGNOR ¨ BAILEE/XXXXXX ¨ SELLER/BUYER ¨ AG. LIEN ¨ NON-UCC FILING
6. ¨	This FINANCING STATEMENT is to be filed [for record] (or recorded) in the REAL ESTATE RECORDS. Attach Addendum [if applicable]	7. Check to REQUEST SEARCH REPORT(S) on Debtor(s) [ADDITIONAL FEE] [optional]	¨All Debtors	¨Debtor 1	¨Debtor 2
8.	OPTIONAL FILER REFERENCE DATA

To be filed with the Delaware Secretary of State			35890.116 (368)

FILING OFFICE COPY — UCC FINANCING STATEMENT (FORM UCC1) (REV. 05/22/02)

DEUCCIPNAT - 12/17/2002 C T System Online

UCC FINANCING STATEMENT

FOLLOW INSTRUCTIONS (front and back) CAREFULLY

A. NAME & PHONE OF CONTACT AT FILER [optional]

DELAWARE DEPARTMENT OF STATE

U.C.C. FILING SECTION

FILED 05:23 PM 06/23/2009

INITIAL FILING # 2009 2015680

SRV: 090641846

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

Xxxxxxx X. Xxxxxx, Legal Assistant

Xxxxxx Xxxxxx & Xxxxxxx LLP

00 Xxxx Xxxxxx

Xxx Xxxx, XX 00000

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

1. DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (1a or 1b) - do not abbreviate or combine names

1a. ORGANIZATION’S NAME

Xxxxxxx Business Media Holding Company

1b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

1c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

000 Xxxxxxxx

Xxx Xxxx

00000

XXX

1d. SEE INSTRUCTIONS

ADD’L INFO RE

1e. TYPE OF ORGANIZATION

1f. JURISDICTION OF ORGANIZATION

1g. ORGANIZATIONAL ID #, if any

ORGANIZATION

DEBTOR

Corporation

Delaware

¨NONE

2. ADDITIONAL DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b) - do not abbreviate or combine names

2a. ORGANIZATION’S NAME

2b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

2c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

2d. SEE INSTRUCTIONS

ADD’L INFO RE

2e. TYPE OF ORGANIZATION

2f. JURISDICTION OF ORGANIZATION

2g. ORGANIZATIONAL ID #, if any

ORGANIZATION

DEBTOR

¨NONE

3. SECURED PARTY’S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) - insert only one secured party name (3a or 3b)

3a. ORGANIZATION’S NAME

Citibank, N.A., as Collateral Agent

3b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

3c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

000 Xxxxxxxxx Xxxxxx

Xxx Xxxx

00000

XXX

4. This FINANCING STATEMENT covers the following collateral:

All assets of the Debtor whether now owned or hereafter acquired or in which the Debtor otherwise has rights and all proceeds thereof.


5. ALTERNATIVE DESIGNATION [if applicable]: ¨ LESSEE/LESSOR ¨ CONSIGNEE/CONSIGNOR ¨ BAILEE/XXXXXX ¨ SELLER/BUYER ¨ AG. LIEN ¨ NON-UCC FILING
6. ¨	This FINANCING STATEMENT is to be filed [for record] (or recorded) in the REAL ESTATE RECORDS. Attach Addendum [if applicable]	7. Check to REQUEST SEARCH REPORT(S) on Debtor(s) [ADDITIONAL FEE] [optional]	¨All Debtors	¨Debtor 1	¨Debtor 2
8.	OPTIONAL FILER REFERENCE DATA

To be filed with the Delaware Secretary of State			35890.116 (368)

FILING OFFICE COPY — UCC FINANCING STATEMENT (FORM UCC1) (REV. 05/22/02)

DEUCCIPNAT - 12/17/2002 C T System Online

UCC FINANCING STATEMENT

FOLLOW INSTRUCTIONS (front and back) CAREFULLY

A. NAME & PHONE OF CONTACT AT FILER [optional]

DELAWARE DEPARTMENT OF STATE

U.C.C FILING SECTION

FILED 05:23 PM 06/23/2009

INITIAL FILING # 2009 2015722

SRV: 090641850

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

Xxxxxxx X. Xxxxxx, Legal Assistant

Xxxxxx Xxxxxx & Xxxxxxx LLP

00 Xxxx Xxxxxx

Xxx Xxxx, XX 00000

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

1. DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (1a or 1b) - do not abbreviate or combine names

1a. ORGANIZATION’S NAME

Xxxxxxx Business Media, Inc.

1b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

1c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

000 Xxxxxxxx

Xxx Xxxx

00000

XXX

1d. SEE INSTRUCTIONS

ADD’L INFO RE

1e. TYPE OF ORGANIZATION

1f. JURISDICTION OF ORGANIZATION

1g. ORGANIZATIONAL ID #, if any

ORGANIZATION

DEBTOR

Corporation

Delaware

¨NONE

2. ADDITIONAL DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b) - do not abbreviate or combine names

2a. ORGANIZATION’S NAME

2b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

2c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

2d. SEE INSTRUCTIONS

ADD’L INFO RE ORGANIZATION

2e. TYPE OF ORGANIZATION

2f. JURISDICTION OF ORGANIZATION

2g. ORGANIZATIONAL ID #, if any

DEBTOR

¨NONE

3. SECURED PARTY’S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) - insert only one secured party name (3a or 3b)

3a. ORGANIZATION’S NAME

CITIBANK, N.A., as Collateral Agent

3b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

3c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

000 Xxxxxxxxx Xxxxxx

XXX XXXX

00000

XXX

4. This FINANCING STATEMENT covers the following collateral:

All assets of the Debtor whether now owned or hereafter acquired or in which the Debtor otherwise has rights and all proceeds thereof.

5. ALTERNATIVE DESIGNATION [if applicable]: ¨ LESSEE/LESSOR ¨ CONSIGNEE/CONSIGNOR ¨BAILEE/XXXXXX ¨ SELLER/BUYER ¨ AG. LIEN ¨ NON-UCC FILING

6. ¨

This FINANCING STATEMENT is to be filed [for record] (or recorded) in the REAL ESTATE RECORDS.

Attach Addendum [if applicable]

7. Check to REQUEST SEARCH REPORT(S) on Debtor(s) [ADDITIONAL FEE] [optional]

All Debtors

Debtor 1

Debtor 2

8. OPTIONAL FILER REFERENCE DATA

To be filed with the Delaware Secretary of State

35890.166(368)

FILING OFFICE COPY — UCC FINANCING STATEMENT (FORM UCC1) (REV. 05/22/02)

DEUCC1PNAT - 12/17/2002 C.T. System Online

UCC FINANCING STATEMENT

FOLLOW INSTRUCTIONS (front and back) CAREFULLY

A. NAME & PHONE OF CONTACT AT FILER [optional]

DELAWARE DEPARTMENT OF STATE

U.C.C. FILING SECTION

FILED 05:24 PM 06/23/2009

INITIAL FILING # 2009 2015730

SRV: 090641856

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

Xxxxxxx X. Xxxxxx

Legal Assistant

Xxxxxx Xxxxxx & Xxxxxxx LLP

00 Xxxx Xxxxxx

Xxx Xxxx, XX 00000

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

1. DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (1a or 1b)-do not abbreviate or combine names

1a. ORGANIZATION’S NAME

Xxxxxxx Finance Co.

1b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

1c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

000 Xxxxxxxx

Xxx Xxxx

00000

XXX

1d. SEE INSTRUCTIONS

ADD’L INFO RE

ORGANIZATION

DEBTOR

1e. TYPE OF ORGANIZATION

1f. JURISDICTION OF ORGANIZATION

1g. ORGANIZATIONAL ID #, if any

Corporation

Delaware

¨NONE

2. ADDITIONAL DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b) - do not abbreviate or combine names

2a. ORGANIZATION’S NAME

2b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

2c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

2d. SEE INSTRUCTIONS

ADD’L INFO RE

ORGANIZATION

DEBTOR

2e. TYPE OF ORGANIZATION

2f. JURISDICTION OF ORGANIZATION

2g. ORGANIZATIONAL ID #, if any

¨NONE

3. SECURED PARTY’S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P)-insert only one secured party name (3a or 3b)

3a. ORGANIZATION’S NAME

Citibank, N.A., as Collateral Agent

3b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

3c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

000 Xxxxxxxxx Xxxxxx

Xxx Xxxx

00000

XXX

4. This FINANCING STATEMENT covers the following collateral:

All assets of the Debtor whether now owned or hereafter acquired or in which the Debtor otherwise has rights and all proceeds thereof.


5. ALTERNATIVE DESIGNATION [if applicable]: ¨ LESSEE/LESSOR ¨ CONSIGNEE/CONSIGNOR ¨BAILEE/XXXXXX ¨ SELL/BUYER ¨ AG. LIEN ¨ NON-UCC FILING
6.¨	This FINANCING STATEMENT is to be filed [for record] (or recorded) in the REAL ESTATE RECORDS. Attach Addendum [if applicable]	7. Check to REQUEST SEARCH REPORT(S) on Debtor(s) [ADDITIONAL FEE] [optional]	¨All Debtors	¨Debtor 1	¨Debtor 2

8.	OPTIONAL FILER REFERENCE DATA

To be filed with the Delaware Secretary of State			35890.166(368)

FILING OFFICE COPY – UCC FINANCING STATEMENT (FORM UCC1) (REV. 05/22/02)

DEUCC1PNAT - 12/17/2002 C.T. System Online

UCC FINANCING STATEMENT

FOLLOW INSTRUCTIONS (front and back) CAREFULLY

A. NAME & PHONE OF CONTACT AT FILER [optional]

DELAWARE DEPARTMENT OF STATE

U.C.C. FILING SECTION

FILED 05:24 PM 06/23/2009

INITIAL FILING # 2009 2015763

SRV: 090641865

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

Xxxxxxx X. Xxxxxx, Legal Assistant

Xxxxxx Xxxxxx & Xxxxxxx LLP

00 Xxxx Xxxxxx

Xxx Xxxx, XX 00000

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

1. DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (1a or 1b) - do not abbreviate or combine names

1a. ORGANIZATION’S NAME

Xxxxxxx Holdings, L.L.C.

1b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

1c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

000 Xxxxxxxx

Xxx Xxxx

00000

XXX

1d. SEE INSTRUCTIONS

ADD’L INFO RE ORGANIZATION DEBTOR

1e. TYPE OF ORGANIZATION

1f. JURISDICTION OF ORGANIZATION

1g. ORGANIZATIONAL ID #, If any

LLC

Delaware

¨NONE

2. ADDITIONAL DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b) - do not abbreviate or combine names

2a. ORGANIZATION’S NAME

2b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

2c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

2d. SEE INSTRUCTIONS

ADD’L INFO RE ORGANIZATION DEBTOR

2e. TYPE OF ORGANIZATION

2f. JURISDICTION OF ORGANIZATION

2g. ORGANIZATIONAL ID #, If any

¨NONE

3. SECURED PARTY’S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) - insert only one secured party name (3a or 3b)

3a. ORGANIZATION’S NAME

Citibank, N.A., as Collateral Agent

3b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

3c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

000 Xxxxxxxxxx Xxxxxx

Xxx Xxxx

00000

XXX

4. This FINANCING STATEMENT covers the following collateral:

All assets of the Debtor whether now owned or hereafter acquired or in which the Debtor otherwise has rights and all proceeds thereof.


5. ALTERNATIVE DESIGNATION (if applicable): ¨ LESSEE/LESSOR ¨ CONSIGNEE/CONSIGNOR ¨ BAIL FEE/XXXXXX ¨ SELLER/BUYER ¨ AG. LIEN ¨ NON-UCC FILING
6. ¨	This FINANCING STATEMENT is to be filed [for record] (or recorded) in the REAL ESTATE RECORDS. Attach Addendum [if applicable]	7. Check to REQUEST SEARCH REPORT(S) on Debtor(s) [ADDITIONAL FEE] [optional]	¨ All Debtors	¨ Xxxxxx 0	x Xxxxxx 0
8. OPTIONAL FILER REFERENCE DATA To be filed with the Delaware Secretary of State 35890.166 (368)

FILING OFFICE COPY — UCC FINANCING STATEMENT (FORM UCC1) (REV. 05/22/02)

DEUCCIPNAT - 12/17/2002 C T System Online

UCC FINANCING STATEMENT

FOLLOW INSTRUCTIONS (front and back) CAREFULLY

A. NAME & PHONE OF CONTACT AT FILER [optional]

DELAWARE DEPARTMENT OF STATE

U.C.C. FILING SECTION

FILED 05:24 PM 06/23/2009

INITIAL FILING # 2009 2015797

SRV: 090641875

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

Xxxxxxx X. Xxxxxx, Legal Assistant

Xxxxxx Xxxxxx & Xxxxxxx LLP

00 Xxxx Xxxxxx

Xxx Xxxx, XX 00000

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

1. DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (1a or 1b) - do not abbreviate or combine names

1a. ORGANIZATION’S NAME

Xxxxxxx Holdings, L.L.C.

1b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

1c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

000 X. Xxxxxxxxxx Xx.

Xxxxxxxxxx

00000

XXX

1d. SEE INSTRUCTIONS

ADD’L INFO RE ORGANIZATION DEBTOR

1e. TYPE OF ORGANIZATION

1f. JURISDICTION OF ORGANIZATION

1g. ORGANIZATIONAL ID #, If any

LLC

Delaware

¨NONE

2. ADDITIONAL DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b) - do not abbreviate or combine names

2a. ORGANIZATION’S NAME

2b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

2c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

2d. SEE INSTRUCTIONS

ADD’L INFO RE ORGANIZATION DEBTOR

2e. TYPE OF ORGANIZATION

2f. JURISDICTION OF ORGANIZATION

2g. ORGANIZATIONAL ID #, If any

¨NONE

3. SECURED PARTY’S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) - insert only one secured party name (3a or 3b)

3a. ORGANIZATION’S NAME

Citibank, N.A., as Collateral Agent

3b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

3c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

000 Xxxxxxxxxx Xxxxxx

Xxx Xxxx

00000

XXX

4. This FINANCING STATEMENT covers the following collateral:

All assets of the Debtor whether now owned or hereafter acquired or in which the Debtor otherwise has rights and all proceeds thereof.


5. ALTERNATIVE DESIGNATION (if applicable): ¨ LESSEE/LESSOR ¨ CONSIGNEE/CONSIGNOR ¨ BAIL FEE/XXXXXX ¨ SELLER/BUYER ¨ AG. LIEN ¨ NON-UCC FILING
6. ¨	This FINANCING STATEMENT is to be filed [for record] (or recorded) in the REAL ESTATE RECORDS. Attach Addendum [if applicable]	7. Check to REQUEST SEARCH REPORT(S) on Debtor(s) [ADDITIONAL FEE] [optional]	¨ All Debtors	¨ Debtor 1	¨ Debtor 2
8. OPTIONAL FILER REFERENCE DATA To be filed with the Delaware Secretary of State 35890.166 (368)

FILING OFFICE COPY — UCC FINANCING STATEMENT (FORM UCC1) (REV. 05/22/02)

DEUCCIPNAT - 12/17/2002 C T System Online

UCC FINANCING STATEMENT

FOLLOW INSTRUCTIONS (front and back) CAREFULLY

A. NAME & PHONE OF CONTACT AT FILER [optional]

DELAWARE DEPARTMENT OF STATE

U.C.C. FILING SECTION

FILED 05:24 PM 06/23/2009

INITIAL FILING # 2009 2015847

SRV: 090641881

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

Xxxxxxx X. Xxxxxx, Legal Assistant

Xxxxxx Xxxxxx & Xxxxxxx LLP

00 Xxxx Xxxxxx

Xxx Xxxx, XX 00000

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

1. DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (1a or 1b) - do not abbreviate or combine names

1a. ORGANIZATION’S NAME

Nielsen LAG, Inc.

1b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

1c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

000 Xxxxxxxx

XXX XXXX

00000

XXX

1d. SEE INSTRUCTIONS

ADD’L INFO RE

1e. TYPE OF ORGANIZATION

1f. JURISDICTION OF ORGANIZATION

1g. ORGANIZATIONAL ID #, if any

ORGANIZATION

DEBTOR

Corporation

Delaware

¨NONE

2. ADDITIONAL DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b) - do not abbreviate or combine names

2a. ORGANIZATION’S NAME

2b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

2c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

2d. SEE INSTRUCTIONS

ADD’L INFO RE

2e. TYPE OF ORGANIZATION

2f. JURISDICTION OF ORGANIZATION

2g. ORGANIZATIONAL ID #, if any

ORGANIZATION

DEBTOR

Corporation

Delaware

¨NONE

3. SECURED PARTY’S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) - insert only one secured party name (3a or 3b)

3a. ORGANIZATION’S NAME

Citibank, N.A., as Collateral Agent

3b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

3c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

000 Xxxxxxxxx Xxxxxx

Xxx Xxxx

00000

XXX

4. This FINANCING STATEMENT covers the following collateral:

All assets of the Debtor whether now owned or hereafter acquired or in which the Debtor otherwise has rights and all proceeds thereof.

5. ALTERNATIVE DESIGNATION [if applicable]: ¨ LESSEE/LESSOR ¨ CONSIGNEE/CONSIGNOR ¨BAILEE/XXXXXX ¨ SELLER/BUYER ¨ AG. LIEN ¨ NON-UCC FILING

6. ¨

This FINANCING STATEMENT is to be filed [for record] (or recorded) in the REAL ESTATE RECORDS.

Attach Addendum [if applicable]

7. Check to REQUEST SEARCH REPORT(S) on Debtor(s) [ADDITIONAL FEE] [optional]

All Debtors

Debtor 1

Debtor 2

8. OPTIONAL FILER REFERENCE DATA

To be filed with the Delaware Secretary of State

35890.166 (368)

FILING OFFICE COPY — UCC FINANCING STATEMENT (FORM UCC1) (REV. 05/22/02)

DEUCC1PNAT - 12/17/2002 C T SYSTEM ONLINE

UCC FINANCING STATEMENT

FOLLOW INSTRUCTIONS (front and back) CAREFULLY

A. NAME & PHONE OF CONTACT AT FILER [optional]

DELAWARE DEPARTMENT OF STATE

U.C.C. FILING SECTION

FILED 05:24 PM 06/23/2009

INITIAL FILING # 2009 2015888

SRV: 090641891

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

Xxxxxxx X. Xxxxxx, Legal Assistant

Xxxxxx Xxxxxx & Xxxxxxx LLP

00 Xxxx Xxxxxx

Xxx Xxxx, XX 00000

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

1. DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (1a or 1b) - do not abbreviate or combine names

1a. ORGANIZATION’S NAME

Xxxxxxx Leasing Corporation

1b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

1c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

000 X. Xxxxxxxxxx Xx.

Xxxxxxxxxx

00000

XXX

1d. SEE INSTRUCTIONS

ADD’L INFO RE

1e. TYPE OF ORGANIZATION

1f. JURISDICTION OF ORGANIZATION

1g. ORGANIZATIONAL ID #, if any

ORGANIZATION

DEBTOR

Corporation

Delaware

¨NONE

2. ADDITIONAL DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b) - do not abbreviate or combine names

2a. ORGANIZATION’S NAME

2b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

2c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

2d. SEE INSTRUCTIONS

ADD’L INFO RE

2e. TYPE OF ORGANIZATION

2f. JURISDICTION OF ORGANIZATION

2g. ORGANIZATIONAL ID #, if any

ORGANIZATION

DEBTOR

¨NONE

3. SECURED PARTY’S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) - insert only one secured party name (3a or 3b)

3a. ORGANIZATION’S NAME

Citibank, N.A., as Collateral Agent

3b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

3c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

000 Xxxxxxxxx Xxxxxx

Xxx Xxxx

00000

XXX

4. This FINANCING STATEMENT covers the following collateral:

All assets of the Debtor whether now owned or hereafter acquired or in which the Debtor otherwise has rights and all proceeds thereof.

5. ALTERNATIVE DESIGNATION [if applicable]: ¨ LESSEE/LESSOR ¨ CONSIGNEE/CONSIGNOR ¨BAILEE/XXXXXX ¨ SELLER/BUYER ¨ AG. LIEN ¨ NON-UCC FILING

6. ¨

This FINANCING STATEMENT is to be filed [for record] (or recorded) in the REAL ESTATE RECORDS.

Attach Addendum [if applicable]

7. Check to REQUEST SEARCH REPORT(S) on Debtor(s) [ADDITIONAL FEE] [optional]

All Debtors

Debtor 1

Debtor 2

8. OPTIONAL FILER REFERENCE DATA

To be filed with the Delaware Secretary of State

35890.166 (368)

FILING OFFICE COPY — UCC FINANCING STATEMENT (FORM UCC1) (REV. 05/22/02)

DEUCC1PNAT - 12/17/2002 C T SYSTEM ONLINE

UCC FINANCING STATEMENT

FOLLOW INSTRUCTIONS (front and back) CAREFULLY

A. NAME & PHONE OF CONTACT AT FILER [optional]

DELAWARE DEPARTMENT OF STATE

U.C.C. FILING SECTION

FILED 05:24 PM 06/23/2009

INITIAL FILING # 2009 2015870

SRV: 090641898

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

Xxxxxxx X. Xxxxxx, Legal Assistant

Xxxxxx Xxxxxx & Xxxxxxx LLP

00 Xxxx Xxxxxx

Xxx Xxxx, XX 00000

THE ABOVE SPACE IS FOR FILING USE ONLY

1. DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (1a or 1b) - do not abbreviate or combine names

1a. ORGANIZATION’S NAME

Xxxxxxx Mobile, LLC

1b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

1c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

000 Xxxxxxxx

Xxx Xxxx

00000

XXX

1d. SEE INSTRUCTIONS

ADD’L INFO RE

1e. TYPE OF ORGANIZATION

1f. JURISDICTION OF ORGANIZATION

1g. ORGANIZATIONAL ID #, if any

ORGANIZATION

DEBTOR

LLC

Delaware

¨NONE

2. ADDITIONAL DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b) - do not abbreviate or combine names

2a. ORGANIZATION’S NAME

2b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

2c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

2d. SEE INSTRUCTIONS

ADD’L INFO RE

2e. TYPE OF ORGANIZATION

2f. JURISDICTION OF ORGANIZATION

2g. ORGANIZATIONAL ID #, if any

ORGANIZATION

DEBTOR

¨NONE

3. SECURED PARTY’S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) - insert only one secured party name (3a or 3b)

3a. ORGANIZATION’S NAME

Citibank, N.A., as Collateral Agent

3b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

3c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

000 Xxxxxxxxx Xxxxxx

Xxx Xxxx

00000

XXX

4a. This FINANCING STATEMENT covers the following collateral:

All assets of the Debtor whether now owned or hereafter acquired or in which the Debtor otherwise has rights and all proceeds thereof.


5. ALTERNATIVE DESIGNATION [if applicable]: ¨LESSEE/LESSOR ¨CONSIGNEE/CONSIGNOR ¨XXXXXX/SAILOR ¨SELLER/BUYER ¨AG. LIEN ¨NON-UCC FILING
6.¨	This FINANCING STATEMENT is to be filed [for record] (or recorded) in the REAL ESTATE RECORDS. Attach Addendum [if applicable]	7. Check to REQUEST SEARCH REPORT(S) on Debtor(s) [ADDITIONAL FEE] [optional]	¨ All Debtors	¨ Debtor 1	¨ Debtor 2
8. OPTIONAL FILER REFERENCE DATA

To be filled with the Delaware Secretary of State 35890.166(368)

FILING OFFICE COPY — UCC FINANCING STATEMENT (FORM UCC1) (REV.05/22/02)

DEUCCIPNAT - 12/17/2002 C T System Online

UCC FINANCING STATEMENT

FOLLOW INSTRUCTIONS (front and back) CAREFULLY

A. NAME & PHONE OF CONTACT AT FILER [optional]

DELAWARE DEPARTMENT OF STATE

U.C.C. FILING SECTION

FILED 05:25 PM 06/23/2009

INITIAL FILING # 2009 2015938

SRV: 090641908

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

Xxxxxxx X. Xxxxxx, Legal Assistant

Xxxxxx Xxxxxx & Xxxxxxx LLP

00 Xxxx Xxxxxx

Xxx Xxxx, XX 00000

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

1. DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (1a or 1b) - do not abbreviate or combine names

1a. ORGANIZATION’S NAME

NMR Investing I, Inc.

1b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

1c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

000 Xxxx Xxxxxx

Xxxxxxxxxx

00000

XXX

1d. SEE INSTRUCTIONS

ADD’L INFO RE

1e. TYPE OF ORGANIZATION

1f. JURISDICTION OF ORGANIZATION

1g. ORGANIZATIONAL ID #, if any

ORGANIZATION

DEBTOR

Corporation

Delaware

¨NONE

2. ADDITIONAL DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b) - do not abbreviate or combine names

2a. ORGANIZATION’S NAME

2b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

2c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

2d. SEE INSTRUCTIONS

ADD’L INFO RE

2e. TYPE OF ORGANIZATION

2f. JURISDICTION OF ORGANIZATION

2g. ORGANIZATIONAL ID #, if any

ORGANIZATION

DEBTOR

¨NONE

3. SECURED PARTY’S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) - insert only one secured party name (3a or 3b)

3a. ORGANIZATION’S NAME

Citibank, N.A., as Collateral Agent

3b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

3c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

000 Xxxxxxxxx Xxxxxx

Xxx Xxxx

00000

XXX

4. This FINANCING STATEMENT covers the following collateral:

All assets of the Debtor whether now owned or hereafter acquired or in which the Debtor otherwise has rights and all proceeds thereof.


5. ALTERNATIVE DESIGNATION [if applicable]: ¨ LESSEE/LESSOR ¨ CONSIGNEE/CONSIGNOR ¨ BAILEE/XXXXXX ¨ SELLER/BUYER ¨ AG. LIEN ¨ NON-UCC FILING
6. ¨	This FINANCING STATEMENT is to be filed [for record] (or recorded) in the REAL ESTATE RECORDS. Attach Addendum [if applicable]	7. Check to REQUEST SEARCH REPORT(S) on Debtor(s) [ADDITIONAL FEE] [optional]	¨All Debtors	¨Debtor 1	¨Debtor 2
8. OPTIONAL FILER REFERENCE DATA

To be filed with the Delaware Secretary of State			35890.116 (368)

FILING OFFICE COPY — UCC FINANCING STATEMENT (FORM UCC1) (REV. 05/22/02)

DEUCCIPNAT - 12/17/2002 C T System Online

UCC FINANCING STATEMENT

FOLLOW INSTRUCTIONS (front and back) CAREFULLY

A. NAME & PHONE OF CONTACT AT FILER [optional]

DELAWARE DEPARTMENT OF STATE

U.C.C. FILING SECTION

FILED 05:25 PM 06/23/2009

INITIAL FILING # 2009 2015946

SRV: 090641919

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

Xxxxxxx X. Xxxxxx, Legal Assistant

Xxxxxx Xxxxxx & Xxxxxxx LLP

00 Xxxx Xxxxxx

Xxx Xxxx, XX 00000

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

1. DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (1a or 1b) - do not abbreviate or combine names

1a. ORGANIZATION’S NAME

NMR Licensing Associates, L.P.

1b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

1c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

000 Xxxx Xxxxxx

Xxxxxxxxxx

00000

XXX

1d. SEE INSTRUCTIONS

ADD’L INFO RE

1e. TYPE OF ORGANIZATION

1f. JURISDICTION OF ORGANIZATION

1g. ORGANIZATIONAL ID #, if any

ORGANIZATION

DEBTOR

Limited Partnership

Delaware

¨NONE

2. ADDITIONAL DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b) - do not abbreviate or combine names

2a. ORGANIZATION’S NAME

2b INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

2c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

2d. SEE INSTRUCTIONS

ADD’L INFO RE

2e. TYPE OF ORGANIZATION

2f. JURISDICTION OF ORGANIZATION

2g. ORGANIZATIONAL ID #, if any

ORGANIZATION

DEBTOR

¨NONE

3. SECURED PARTY’S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) - insert only one secured party name (3a or 3b)

3a. ORGANIZATION’S NAME

Citibank, N.A., as Collateral Agent

3b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

3c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

000 Xxxxxxxxx Xxxxxx

Xxx Xxxx

00000

XXX

4. This FINANCING STATEMENT covers the following collateral:

All assets of the Debtor whether now owned or hereafter acquired or in which the Debtor otherwise has rights and all proceeds thereof.

5. ALTERNATIVE DESIGNATION [if applicable]: ¨ LESSEE/LESSOR ¨ CONSIGNEE/CONSIGNOR ¨ BAILEE/XXXXXX ¨ SELLER/BUYER ¨ AG. LIEN

¨ NON-UCC FILING

6. ¨

This FINANCING STATEMENT is to be filed [for record] (or recorded) in the REAL ESTATE RECORDS. Attach Addendum [if applicable]

7. Check to REQUEST SEARCH REPORT(S) on Debtor(s)

[ADDITIONAL FEE] [optional]

¨ All Debtors

¨ Debtor 1

¨ Debtor 2

8. OPTIONAL FILER REFERENCE DATA


To be filed with the Delaware Secretary of State		35890.166 (368)

FILING OFFICE COPY — UCC FINANCING STATEMENT (FORM UCC1) (REV. 05/22/02)

DEUCCIPNAT - 12/17/2002 C T System Online

UCC FINANCING STATEMENT

FOLLOW INSTRUCTIONS (front and back) CAREFULLY

A. NAME & PHONE OF CONTACT AT FILER [optional]

DELAWARE DEPARTMENT OF STATE

U.C.C. FILING SECTION

FILED 05:25 PM 06/23/2009

INITIAL FILING # 2009 2015995

SRV: 090641926

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

Xxxxxxx X. Xxxxxx, Legal Assistant

Xxxxxx Xxxxxx & Xxxxxxx LLP

00 Xxxx Xxxxxx

Xxx Xxxx, XX 00000

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

1. DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (1a or 1b) - do not abbreviate or combine names

1a. ORGANIZATION’S NAME

RewardTV, Inc.

1b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

1c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

000 Xxxxxxxx

Xxx Xxxx

00000

XXX

1d. SEE INSTRUCTIONS

ADD’L INFO RE

1e. TYPE OF ORGANIZATION

1f. JURISDICTION OF ORGANIZATION

1g. ORGANIZATIONAL ID #, if any

ORGANIZATION

DEBTOR

Corporation

Delaware

¨NONE

2. ADDITIONAL DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b) - do not abbreviate or combine names

2a. ORGANIZATION’S NAME

2b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

2c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

2d. SEE INSTRUCTIONS

ADD’L INFO RE

2e. TYPE OF ORGANIZATION

2f. JURISDICTION OF ORGANIZATION

2g. ORGANIZATIONAL ID #, if any

ORGANIZATION

DEBTOR

¨NONE

3. SECURED PARTY’S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) - insert only one secured party name (3a or 3b)

3a. ORGANIZATION’S NAME

Citibank, N.A., as Collateral Agent

3b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

3c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

000 Xxxxxxxxx Xxxxxx

Xxx Xxxx

00000

XXX

4. This FINANCING STATEMENT covers the following collateral:

All assets of the Debtor whether now owned or hereafter acquired or in which the Debtor otherwise has rights and all proceeds thereof.


5. ALTERNATIVE DESIGNATION [if applicable]: ¨ LESSEE/LESSOR ¨ CONSIGNEE/CONSIGNOR ¨ BAILEE/XXXXXX ¨ SELLER/BUYER ¨ AG. LIEN ¨ NON-UCC FILING
6. ¨	This FINANCING STATEMENT is to be filed [for record] (or recorded) in the REAL ESTATE RECORDS. Attach Addendum [if applicable]	7. Check to REQUEST SEARCH REPORT(S) on Debtor(s) [ADDITIONAL FEE] [optional]	¨All Debtors	¨Debtor 1	¨Debtor 2
8. OPTIONAL FILER REFERENCE DATA

To be filed with the Delaware Secretary of State			35890.116 (368)

FILING OFFICE COPY — UCC FINANCING STATEMENT (FORM UCC1) (REV. 05/22/02)

DEUCCIPNAT - 12/17/2002 C T System Online

UCC FINANCING STATEMENT

FOLLOW INSTRUCTIONS (front and back) CAREFULLY

A. NAME & PHONE OF CONTACT AT FILER [optional]

DELAWARE DEPARTMENT OF STATE

U.C.C. FILING SECTION

FILED 05:25 PM 06/23/2009

INITIAL FILING # 2009 2016027

SRV: 090641928

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

Xxxxxxx X. Xxxxxx, Legal Assistant

Xxxxxx Xxxxxx & Xxxxxxx LLP

00 Xxxx Xxxxxx

Xxx Xxxx, XX 00000

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

1. DEBTOR’S EXACT FULL LEGAL NAME insert only one debtor name (1a or 1b) - do not abbreviate or combine names

1a. ORGANIZATION’S NAME

The Xxxxxxx Company (US), LLC

1b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

1c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

000 X. Xxxxxxxxxx Xx.

Xxxxxxxxxx

00000

XXX

1d. SEE INSTRUCTIONS

ADD’L INFO

1e. TYPE OF ORGANIZATION

1f. JURISDICTION OF ORGANIZATION

1g. ORGANIZATIONAL ID #, if any

REORGANIZATION

DEBTOR

LLC

Delaware

¨NONE

2. ADDITIONAL DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b) - do not abbreviate or combine names

2a. ORGANIZATION’S NAME

2b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

2c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

2d. SEE INSTRUCTIONS

ADD’L INFO

2e. TYPE OF ORGANIZATION

2f. JURISDICTION OF ORGANIZATION

2g. ORGANIZATIONAL ID #, if any

REORGANIZATION

DEBTOR

¨NONE

3. SECURED PARTY’S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) - insert only one secured party name (3a or 3b)

3a. ORGANIZATION’S NAME

Citibank, N.A., as Collateral Agent

3b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

3c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

000 Xxxxxxxxx Xxxxxx

Xxx Xxxx

00000

XXX

4. This FINANCING STATEMENT covers the following collateral:

All assets of the Debtor whether now owned or hereafter acquired or in which the Debtor otherwise has rights and all proceeds thereof.


5. ALTERNATIVE DESIGNATION [if applicable]: ¨ LESSEE/LESSOR ¨ CONSIGNEE/CONSIGNOR ¨ BAILEE/XXXXXX ¨ SELLER/BUYER ¨ AG. LIEN ¨ NON-UCC FILING
6. ¨	This FINANCING STATEMENT is to be filed [for record] (or recorded) in the REAL ESTATE RECORDS. Attach Addendum [if applicable]	7. Check to REQUEST SEARCH REPORT(S) on Debtor(s) [ADDITIONAL FEE] [optional]	¨ All Debtors	¨ Debtor 1	¨ Debtor 2
8. OPTIONAL FILER REFERENCE DATA

	To be filed with the Delaware Secretary of State		35890.166 (368)

FILING OFFICE COPY — UCC FINANCING STATEMENT (FORM UCC1) (REV. 05/22/02)

DEUCC1PNAT - 12/17/2002 C T System Online

UCC FINANCING STATEMENT

FOLLOW INSTRUCTIONS (front and back) CAREFULLY

A. NAME & PHONE OF CONTACT AT FILER [optional]

DELAWARE DEPARTMENT OF STATE

U.C.C. FILING SECTION

FILED 05:25 PM 06/23/2009

INITIAL FILING # 2009 2016050

SRV: 090641946

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

Xxxxxxx X. Xxxxxx, Legal Assistant

Xxxxxx Xxxxxx & Xxxxxxx LLP

00 Xxxx Xxxxxx

Xxx Xxxx, XX 00000

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

1. DEBTOR’S EXACT FULL LEGAL NAME insert only one debtor name (1a or 1b) - do not abbreviate or combine names

1a. ORGANIZATION’S NAME

VNU Marketing Information, Inc.

1b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

1c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

000 Xxxxxxxx

Xxx Xxxx

00000

XXX

1d. SEE INSTRUCTIONS

ADD’L INFO

1e. TYPE OF ORGANIZATION

1f. JURISDICTION OF ORGANIZATION

1g. ORGANIZATIONAL ID #, if any

REORGANIZATION

DEBTOR

Corporation

Delaware

¨NONE

2. ADDITIONAL DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b) - do not abbreviate or combine names

2a. ORGANIZATION’S NAME

2b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

2c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

2d. SEE INSTRUCTIONS

ADD’L INFO

2e. TYPE OF ORGANIZATION

2f. JURISDICTION OF ORGANIZATION

2g. ORGANIZATIONAL ID #, if any

REORGANIZATION

DEBTOR

¨NONE

3. SECURED PARTY’S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) - insert only one secured party name (3a or 3b)

3a. ORGANIZATION’S NAME

Citibank, N.A., as Collateral Agent

3b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

3c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

000 Xxxxxxxxx Xxxxxx

Xxx Xxxx

00000

XXX

4. This FINANCING STATEMENT covers the following collateral:

All assets of the Debtor whether now owned or hereafter acquired or in which the Debtor otherwise has rights and all proceeds thereof.


5. ALTERNATIVE DESIGNATION [if applicable]: ¨ LESSEE/LESSOR ¨ CONSIGNEE/CONSIGNOR ¨ BAILEE/XXXXXX ¨ SELLER/BUYER ¨ AG. LIEN ¨ NON-UCC FILING
6. ¨	This FINANCING STATEMENT is to be filed [for record] (or recorded) in the REAL ESTATE RECORDS. Attach Addendum [if applicable]	7. Check to REQUEST SEARCH REPORT(S) on Debtor(s) [ADDITIONAL FEE] [optional]	¨ All Debtors	¨ Debtor 1	¨ Debtor 2
8. OPTIONAL FILER REFERENCE DATA

	To be filed with the Delaware Secretary of State		35890.166 (368)

FILING OFFICE COPY — UCC FINANCING STATEMENT (FORM UCC1) (REV. 05/22/02)

DEUCC1PNAT - 12/17/2002 C T System Online

UCC FINANCING STATEMENT

FOLLOW INSTRUCTIONS (front and back) CAREFULLY

A. NAME & PHONE OF CONTACT AT FILER [optional]

UCU106/24/09:01 :9598:

20.00 MU

SOSIL 08:53 14400656 FS

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

1. DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (1a or 1b) - do not abbreviate or combine names

1a. ORGANIZATION’S NAME

THE CAMBRIDGE GROUP, INC.

1b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

1c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

000 XXXXXXXX

XXX XXXX

00000

XXX

1d. SEE INSTRUCTIONS

ADD’L INFO RE ORGANIZATION

1e. TYPE OF ORGANIZATION

1f. JURISDICTION OF ORGANIZATION

1g. ORGANIZATIONAL ID #, if any

DEBTOR

CORPORATION

ILLINOIS

50722511

¨NONE

2. ADDITIONAL DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b) - do not abbreviate or combine names

2a. ORGANIZATION’S NAME

2b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

2c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

2d. SEE INSTRUCTIONS

ADD’L INFO RE ORGANIZATION

2e. TYPE OF ORGANIZATION

2f. JURISDICTION OF ORGANIZATION

2g. ORGANIZATIONAL ID #, if any

DEBTOR

¨ NONE

3. SECURED PARTY’S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) - insert only one secured party name (3a or 3b)

3a. ORGANIZATION’S NAME

CITIBANK, N.A., AS COLLATERAL AGENT

3b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

3c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

000 XXXXXXXXX XXXXXX

XXX XXXX

00000

XXX

4. This FINANCING STATEMENT covers the following collateral:

ALL ASSETS OF THE DEBTOR WHETHER NOW OWNED OR HEREAFTER ACQUIRED OR IN WHICH THE DEBTOR OTHERWISE HAS RIGHTS AND ALL PROCEEDS THEREOF


5. ALTERNATIVE DESIGNATION [if applicable]: ¨ LESSEE/LESSOR ¨ CONSIGNEE/CONSIGNOR ¨ BAILEE/XXXXXX ¨ SELLER/ BUYER ¨ AG. LIEN ¨ NON-UCC FILING
6. ¨	This FINANCING STATEMENT is to be filed [for record] (or recorded) in the REAL ESTATE RECORDS. Attach Addendum [if applicable]	7. Check to REQUEST SEARCH REPORT(S) on Debtor(s) [ADDITIONAL FEE] [optional]	¨ All Debtors	¨ Debtor 1	¨ Debtor 2
8.	OPTIONAL FILER REFERENCE DATA
	TO BE FILLED UP WITH THE ILLINOIS SECRETARY OF STATE JE1		35890.166 (368)

FILING OFFICE COPY — UCC FINANCING STATEMENT (FORM UCC1) (REV. 05/22/02)

46053-29

LOGO


	STATE OF NEVADA
XXXX XXXXXX Secretary of State		XXXXX X. XXXXXXXX Deputy Secretary for Commercial Recordings
	OFFICE OF THE SECRETARY OF STATE

Filing Acknowledgement

June 24, 2009


Job Number X00000000-0025	Initial Filing Number 2009015657-8

Filing Description Initial Financing Statement	Document Filing Number 2009015657-8	Date/Time of Filing 06-23-2009 04:20 PM



Debtors		Secured Parties

FOREMOST EXHIBITS, INC. 000 XXXXXXXX XXX XXXX XX 00000 XXX		CITIBANK, N.A., AS COLLATERAL AGENT 000 XXXXXXXXX XXXXXX XXX XXXX XX 00000 XXX

The attached document(s) were filed with the Nevada Secretary of State, Uniform Commercial Code Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future.

Nevada Secretary of State

Xxxxx Xxxxxx

Filing Officer

UCC DIVISION:

Xxxxx Xxxxxxxxx, Supervisor

000 X. Xxxxxx Xxxxxx

Xxxxxx Xxxx, Xxxxxx 00000-0000

Telephone (000) 000-0000

Fax (000) 000-0000

UCC FINANCING STATEMENT

FOLLOW INSTRUCTIONS (front and back) CAREFULLY

A. NAME & PHONE OF CONTACT AT FILER [optional]

Filed in the office of

Document Number

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

LOGO

Xxxx Xxxxxx

Secretary of State

State of Nevada

2009015657-8

Filing Date and Time

06/23/2009 4:20 PM

Xxxxxxx X. Xxxxxx, Legal Assistant

Xxxxxx Xxxxxx & Xxxxxxx LLP

00 Xxxx Xxxxxx

Xxx Xxxx, XX 00000

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

1. DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (1a or 1b) - do not abbreviate or combine names

1a. ORGANIZATION’S NAME

Foremost Exhibits, Inc.

1b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

1c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

000 Xxxxxxxx

Xxx Xxxx

00000

XXX

1d. SEE INSTRUCTIONS

ADD’L INFO RE

1e. TYPE OF ORGANIZATION

1f. JURISDICTION OF ORGANIZATION

1g. ORGANIZATIONAL ID #, if any

ORGANIZATION

XXXXXX

Xxxxxxxxxxx

Xxxxxx

X00000-0000

¨NONE

2. ADDITIONAL DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b) - do not abbreviate or combine names

2a. ORGANIZATION’S NAME

2b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

2c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

2d. SEE INSTRUCTIONS

ADD’L INFO RE

2e. TYPE OF ORGANIZATION

2f. JURISDICTION OF ORGANIZATION

2g. ORGANIZATIONAL ID #, if any

ORGANIZATION

DEBTOR

¨NONE

3. SECURED PARTY’S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) - insert only one secured party name (3a or 3b)

3a. ORGANIZATION’S NAME

Citibank, N.A., as Collateral Agent

3b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

3c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

000 Xxxxxxxxx Xxxxxx

Xxx Xxxx

00000

XXX

4. This FINANCING STATEMENT covers the following collateral:

All assets of the Debtor whether now owned or hereafter acquired or in which the Debtor otherwise has rights and all proceeds thereof.


5. ALTERNATIVE DESIGNATION [if applicable]: ¨ LESSEE/LESSOR ¨ CONSIGNEE/CONSIGNOR ¨ BAILEE/XXXXXX ¨ SELLER/BUYER ¨ AG. LIEN ¨ NON-UCC FILING
6. ¨	This FINANCING STATEMENT is to be filed [for record] (or recorded) in the REAL ESTATE RECORDS. Attach Addendum [if applicable]	7. Check to REQUEST SEARCH REPORT(S) on Debtor(s) [ADDITIONAL FEE] [optional]	¨ All Debtors	¨ Debtor 1	¨ Debtor 2
8. OPTIONAL FILER REFERENCE DATA To be filed with the Nevada Secretary of State			35890.166 (368)

FILING OFFICE COPY — UCC FINANCING STATEMENT (FORM UCC1) (REV. 05/22/02)

DEUCC1PNAT - 12/17/2002 C T System Online

STATE OF NEW YORK

DEPARTMENT OF STATE

XXX XXXXXXXX XXXXX, 00 XXXXXXXXXX XXXXXX

XXXXXX, XX 00000-0000


XXXXX X. XXXXXXXX		XXXXXXXX X. XXXXXX-XXXXXXX
GOVERNOR		SECRETARY OF STATE

		FILING ACKNOWLEDGMENT
		June 25, 2009

RETURN TO CUSTOMER SERVICE COUNTER

CORPORATION SERVICE COMPANY

00 XXXXX XXXXXX, 0XX XXXXX

XXXXXX XX 00000-0000

Attached is the acknowledgment copy of your recently submitted filing. This filing consists of a total of one page, which is represented in this acknowledgment. This document has been filed with the New York State Department of State, Uniform Commercial Code Division.

The Financing Statement has been assigned Filing Number: 200906240367375, Filing Date: 06/24/2009 and is currently reflected in our automated database as follows:

Debtor’s Name & Address

TNC (US) HOLDINGS, INC.

000 XXXXXXXX

XXX XXXX XX 00000

Secured Party’s Name & Address

CITIBANK, N.A., AS COLLATERAL AGENT

000 XXXXXXXXX XXXXXX

XXX XXXX XX 00000

This filing will lapse on 06/24/2014, unless continued. We encourage filers to take full advantage of the six-month window of opportunity in which to file a Financing Statement Amendment (Continuation). Submission of your documents at the onset of the six-month window will allow ample time to rectify potential filing errors and help to assure timely recording of your filing.

If you have any concerns regarding the way this document is recorded, please contact one of our Customer Service Representatives at (000) 000-0000, or respond in writing to the UCC Data Processing Unit at the address indicated above.

Sincerely,

Uniform Commercial Code Division

Data Processing Unit

REF #: 213537

WWW.DOS.STATE.NY • E-MAIL: XXXX@XXX.XXXXX.XX.XX

UCC FINANCING STATEMENT


FOLLOW INSTRUCTIONS (front and back) CAREFULLY				213537		2009 JUN 24 AM 9:35

A. NAME & PHONE OF CONTACT AT FILER [optional]

CSC 50

DRAW DOWN

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

Xxxxxxx X. Xxxxxx, Legal Assistant

Xxxxxx Xxxxxx & Xxxxxxx LLP

00 Xxxx Xxxxxx

Xxx Xxxx, XX 00000

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

1. DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (1a or 1b) - do not abbreviate or combine names

1a. ORGANIZATION’S NAME

TNC (US) Holdings, Inc.

1b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

1c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

000 Xxxxxxxx

Xxx Xxxx

00000

XXX

1d. SEE INSTRUCTIONS

ADD’L INFO RE

1e. TYPE OF ORGANIZATION

1f. JURISDICTION OF ORGANIZATION

1g. ORGANIZATIONAL ID #, if any

ORGANIZATION

DEBTOR

Corporation

New York

xNONE

2. ADDITIONAL DEBTOR’S EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b) - do not abbreviate or combine names

2a. ORGANIZATION’S NAME

2b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

2c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

2d. SEE INSTRUCTIONS

ADD’L INFO RE

2e. TYPE OF ORGANIZATION

2f. JURISDICTION OF ORGANIZATION

2g. ORGANIZATIONAL ID #, if any

ORGANIZATION

DEBTOR

¨NONE

3. SECURED PARTY’S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) - insert only one secured party name (3a or 3b)

3a. ORGANIZATION’S NAME

Citibank, N.A., as Collateral Agent

3b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

3c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

000 Xxxxxxxxx Xxxxxx

Xxx Xxxx

00000

XXX

4. This FINANCING STATEMENT covers the following collateral:

All assets of the Debtor whether now owned or hereafter acquired or in which the Debtor otherwise has rights and all proceeds thereof.


5. ALTERNATIVE DESIGNATION [if applicable]: ¨ LESSEE/LESSOR ¨ CONSIGNEE/CONSIGNOR ¨ BAILEE/XXXXXX ¨ SELLER/BUYER ¨ AG. LIEN ¨ NON-UCC FILING
6. ¨	This FINANCING STATEMENT is to be filed [for record] (or recorded) in the REAL ESTATE RECORDS. Attach Addendum [if applicable]	7. Check to REQUEST SEARCH REPORT(S) on Debtor(s) [ADDITIONAL FEE] [optional]	¨ All Debtors	¨ Debtor 1	¨ Debtor 2

8. OPTIONAL FILER REFERENCE DATA

To be filed with the New York Secretary of State

046053-31

35890.166 (368)

FILING OFFICE COPY — UCC FINANCING STATEMENT (FORM UCC1) (REV. 05/22/02)

DEUCC1PNAT - 12/17/2002 C T System Online

FILING NUMBER: 200906240367375

Schedule 6

Filings/Filing Offices

Filings were previously made by the Collateral Agent in the following filing offices:


Type of Filing	Entity	Applicable Collateral Document	Jurisdictions
UCC-1 Financing Statement	All Companies	Security Agreement	Jurisdiction of Organization

Intellectual Property Filing	All Companies listed on Schedule 11 as owning IP	IP Security Agreement	US Patent and Trademark Office

Schedule 7(a)

Real Property

Country

City

Address

Company

Position

Commence

Expiry

Algeria

Algiers

7, Rue Dadji Abdelkader, Cheraga

ACNIELSEN COMPANY

Tenant

2/1/2007

1/31/2011

Australia

Adelaide (Payneham)

0 Xxxxxxxx Xxxx

XXXXXXXXX COMPANY

Tenant

6/1/2007

5/31/2012

Australia

Brisbane

000 Xxxxxxxx Xxxxxx

XXXXXXXXX COMPANY

Tenant

7/1/2007

6/30/2013

Australia

Cheltenham

4 / 1176 Nepean Highway

AGB Xxxxxxx Media Research Pty Ltd

Tenant

10/1/2008

12/31/2014

Australia

Currumbin

10 / 00 Xxxxxxx Xxxxxx

XXX Xxxxxxx Media Research Pty Ltd

Tenant

10/1/2008

12/31/2014

Australia

Gosnells

5 / 000 Xxxxxxxxx Xxxx

XXX Xxxxxxx Media Research Pty Ltd

Tenant

10/1/2008

12/31/2014

Australia

Lane Cove

000 Xxxxxx Xxxx

XXX Xxxxxxx Media Research Pty Ltd

Tenant

2/1/2008

1/31/2016

Australia

Melbourne

000 Xx Xxxxx Xxxx

XXXXXXXXX COMPANY

Tenant

12/1/2005

11/30/2012

Australia

Newstead

6a / 00 Xxxxxxx Xxxxxx

XXX Xxxxxxx Media Research Pty Ltd

Tenant

6/1/2008

12/31/2014

Australia

Passadena

0 Xxxxxxxxxx Xxxx

XXX Xxxxxxx Media Research Pty Ltd

Tenant

11/1/2008

12/31/2014

Australia

Perth

000 Xxxxxxxxxx Xxxxxx

XXXXXXXXX COMPANY

Tenant

12/1/2007

11/30/2010

Australia

Xxxx Xxxx

0 Xxxxxxxxx Xxxxxx

XXX Xxxxxxx Media Research Pty Ltd

Tenant

6/1/2007

5/31/2010

Australia

South Melbourne

00-00 Xxxxxx Xxxxxx

NET RATINGS

Tenant

5/7/2008

5/6/2011

Australia

South Melbourne

Xxxxx 0, 00-00 Xxxxxx Xxxx

XXX Xxxxxxx Media Research Pty Ltd

Tenant

5/1/2009

12/31/2014

Australia

Sydney

000 Xxxx Xxxx Xxxx, Xxxxx Xxxx

Bilfinger Xxxxxx Services

Sub-tenant

11/1/2007

1/14/2011

Australia

Sydney

000 Xxxx Xxxx Xxxx, Xxxxx Xxxx

Bilfinger Xxxxxx Services

Sub-tenant

11/1/2005

1/14/2011

Australia

Sydney

000 Xxxx Xxxx Xxxx, Xxxxx Xxxx

ACNIELSEN COMPANY

Tenant

1/25/2001

1/24/2011

Australia

Sydney

00 Xxxxxxxxx Xxxxxx

NET RATINGS

Tenant

11/1/2004

10/31/2009

Australia

Xxxxxxxx Xxxx

3 / 00 Xxxxxxx Xxxxxxx

XXX Xxxxxxx Media Research Pty Ltd

Tenant

6/1/2008

12/31/2014

Austria

Vienna

Gablenzgasse 5-13,

Xxxxxxxxxxxxxx 00

ACNIELSEN COMPANY

Tenant

6/1/1989

12/31/2009

Bahrain

Manama

Xx. Xxxxx Xxx - Xxxx 000

XXXXXXXXX COMPANY

Tenant

7/1/2004

1/31/2009

Bangladesh

Bogra

Honda Place (2nd Flr), Sherpur Road, Sutrapur

ACNIELSEN COMPANY

Tenant

10/1/2005

9/30/2009

Bangladesh

Chittagong

Aziz Chamber (0xx Xxxxx), M E S Xxxx # 0, Xxxxxx Xxxx, Xxxxxx Xxxxx

XXXXXXXXX COMPANY

Tenant

7/1/2008

6/30/2010

Bangladesh

Xxxxx

Xxxxx # 00, Xxxx # 00/X, Xxxxxxxxx

XXXXXXXXX COMPANY

Tenant

4/1/2005

3/31/2011

Bangladesh

Xxxxx

Xxxxx # 00, Xxxx # 00/X, Xxxxxxxxx, 0xx Floor

ACNIELSEN COMPANY

Tenant

6/18/2008

6/17/2011

Bangladesh

Xxxxx

Xxxxx 00x, Xxxx No. 14a, Dhanmondi R/A

ACNIELSEN CUSTOMIZED RESEARCH

Tenant

2/14/2008

3/31/2012

Bangladesh

Khulna

Xxxx Xxxxx, 00 Xxxxxxxx Xxxx

RETAIL

Tenant

3/1/2007

3/31/2010

Cameroon

Douala

Bonaloca Aeroport

ACNIELSEN COMPANY

Tenant

10/20/2007

10/19/2009

Country

City

Address

Company

Position

Commence

Expiry

China

Beijing

11/F, Office Tower 1, Sun Dong An Plaza, No.138 Wang Fu Jing Dajie

ACNIELSEN COMPANY

Tenant

1/1/2005

12/31/2010

China

Chengdu

Ren Min South Road

ACNIELSEN COMPANY

Tenant

1/10/2008

1/9/2011

China

Guangzhou

Xxxx Xxxx Dong Road, Xxx Xxx District

ACNIELSEN COMPANY

Tenant

5/1/2007

4/30/2010

China

Guangzhou

Zhong Xxxx Xx Road, Xxx Xxx District

ACNIELSEN COMPANY

Tenant

7/7/2007

7/6/2010

China

Hong Kong

979 King’s Road, Taikoo Place, Island East (2)

ACNIELSEN COMPANY

Tenant

1/1/2007

12/31/2010

China

Shanghai

00-00x, Xxxxx 0, Xxxxx Xxxxxxxxxx Xxxx, 218 Tian Mu Road West

THE XXXXXXX COMPANY

Tenant

9/1/2008

8/31/2011

China

Shanghai

Xx. 000 Xxx Xx Xxxx (X), Xxxxxxxx Xxx.

ACNIELSEN COMPANY

Tenant

1/1/2007

12/31/2009

China

Shanghai

Xx. 000 Xxx Xx Xxxx (X), Xxxxxxxx Xxx.

ACNIELSEN COMPANY

Tenant

7/1/2007

12/31/2009

China

Shenzhen

Hongli West Road, Fu Tian District

ACNIELSEN COMPANY

Tenant

8/1/2008

7/31/2010

Cote D’ivoire

Abidjan

Rue J106 Xxx Xx0000 00 Xx 0000 Xxxxxxx 25 Cote D’ivoire

ACNIELSEN COMPANY

Tenant

2/1/2009

1/31/2010

Egypt

Alexandria

000 Xx Xxxxxxx Xxxxxx

XXXXXXXXX COMPANY

Tenant

3/1/2008

2/28/2011

Egypt

Cairo

00 Xxxxxx Xxxxxx, Xxxxxxxxxx

XXXXXXXXX COMPANY

Tenant

8/1/2008

7/31/2011

Egypt

Cairo

24, Xxxxx Xxxxx, Xxxxx

ACNIELSEN COMPANY

Tenant

2/1/2007

1/31/2011

Egypt

Cairo

8 Xxxxx Xxxxx Zaki Street

ACNIELSEN COMPANY

Tenant

10/1/2006

9/30/2011

Egypt

Tanta

00 Xxxxx Xxxxxx

XXXXXXXXX COMPANY

Tenant

6/1/2008

5/31/2013

Ghana

Accra

Xxxx Xxxxx, Xxxxxxxxxxx, X.X. Xxx 0000, Xxxxxxxxxxx

XXXXXXXXX COMPANY

Tenant

6/5/2007

6/4/2012

India

Agra

31, Rajeev Nagar

ORG

Tenant

8/1/2008

6/30/2009

India

Ahmedabad

000-000-000, Ashram Road (1)

MARG

Tenant

4/1/2009

3/31/2012

India

Ahmedabad

000-000-000, Ashram Road (1)

ACNIELSEN COMPANY

Tenant

4/1/2009

3/31/2012

India

Ahmedabad

26-B Vijay Colony, Naranpura (1)

ORG

Tenant

1/1/2005

12/31/2010

India

Ahmedabad

26-B Vijay Colony, Naranpura (1)

ORG

Tenant

1/1/2009

12/31/2010

India

Xxxxxxxxx

000/000, Xxxxxxxxxxxx

ORG

Tenant

10/1/2008

9/30/2011

India

Amritsar

17 18 Court Road

ORG

Tenant

1/1/2007

12/31/2010

India

Xxxxxxx

Xxxxx Xx.0, Xxxxxxx Xxxx, Xxxxxxxx Burdwan, West Bengal

ORG

Tenant

8/1/2008

7/31/2011

India

Bangalore

00 Xxxxxx Xxxx, Xxxxxx Xxxxx, 0xx Xxx

XXX

Tenant

5/18/2009

5/17/2012

India

Bangalore

00 Xxxxxx Xxxx, Xxxxxx Xxxxx, Xxxxxxx Of First Flr

ORG

Tenant

6/1/2008

5/31/2009

India

Bangalore

2nd & 3rd Flr, Rama Deevena Complex, Xx. 00, Xxxxxx Xxxx, Xxx. Xxxxxx Telephone Exchange

ACN ORG/MARG

Tenant

6/19/2006

6/18/2011

India

Bangalore

0xx Xxx, Xxxx Xxxxxx,00 Xxxxxx Xxxx, Xxxxxx Xxxxx

MARG

Tenant

10/1/2008

9/30/2011

India

Bangalore

0xx Xxx, Xxx Xxxxx Xxxxxxx, Xx. 00/0, Xxxxxxxxx Xxxxxx Road

ORG IMS

Tenant

7/1/2006

6/30/2010

Country

City

Address

Company

Position

Commence

Expiry

India

Xxxxxxxxx

Xxxxx Xx. 00, Xxxx#0, Xxxxxxx Villa Apts, 2nd Main Road, 2nd Cross, Indira Nagar

MARG

Tenant

8/1/2007

5/31/2009

India

Baroda

Flat No. T-4, Xxxxxxx Xxxxx Avenue, Neptune Steel Processors, Subhanpura

ORG

Tenant

3/1/2009

2/29/2012

India

Xxxxxx

Xxxxx Xx.000-X, Xxxxxxx Residency, Near Xxxxxxxx Centre

ORG

Tenant

7/17/2008

6/16/2010

India

Baroda

Om House, Xxxxxxxxx Estate, Subhanpura (A-1/B-1)

ORG

Tenant

4/15/2006

6/30/2009

India

Baroda

Om House, Xxxxxxxxx Estate, Subhanpura (A-1/B-1)

ORG

Tenant

4/15/2006

6/30/2009

India

Baroda

Xx Xxxxx, Xxxxxxxxx Xxxxxx, Xxxxxxxxxx (X-0, 0x/0x/0x/0x/0x)

XXX

Tenant

12/1/2005

3/15/2012

India

Baroda

Xx Xxxxx, Xxxxxxxxx Xxxxxx, Xxxxxxxxxx (X-0, 0x/0x/0x/0x/0x)

XXX

Tenant

3/16/2003

3/15/2012

India

Bhopal

House-Door Xx. 0, 0xx Xxx, Xxxx Xx. 000, X.X. Nagar

ORG

Tenant

6/1/2006

5/31/2012

India

Bhubaneswar

F-29 Bjb Nagar

MARG

Tenant

5/15/2006

5/14/2009

India

Calcutta

Xxxx Xxxxxxx, 0x, 0xx Xxx, Raja Xxxxxx Xxxxxxx Square

ORG

Tenant

10/1/2006

9/30/2015

India

Calcutta

Xxxx Xx. 0x, 0xx Xxx, 00, Prince Xxxxx Xxxx Road

ORG MARG

Tenant

1/1/2007

12/31/2009

India

Calcutta

Xxxxxx Xxxxx Xx 000, Xxxxx Xxxx, Xxxx, Xxxxxxxxx

MARG

Tenant

4/17/2009

4/16/2010

India

Calcutta

Xxxxxx Xxx, 00, Xxxxxxx Xxxx Xxxx, Xxxxxxx

XXX IMS

Tenant

5/1/2007

4/30/2010

India

Calcutta

Xx. 000/000/000/000, Xxxxxx Xxxxxx, Xxxxx B Premises Xx.00/0x/0, Xxxxx Xxxx

XXX MARG RESEARCH LTD

Tenant

8/16/2006

8/15/2009

India

Calcutta

X-00 Xxxxx Xxxx

MARG/ACN

Tenant

9/21/2008

9/20/2009

India

Calcutta

Terrace Of Xxxxxx Towers, Block B Premises Xx.00/0/X/0, Xxxxx Xxxx

XXX MARG

Tenant

12/1/2006

8/15/2009

India

Chandigarh

Sco No.840, Nac Manimjra

ORG

Tenant

8/1/2005

7/13/2010

India

Chennai

00/00 Xxxxx Xxxxxxxx Xxxxxx, Xxxx Xxxxxxxx

XXX IMS

Tenant

11/1/2008

9/30/2009

India

Chennai

Door No. 11, Hindi Prachar Sabha Street, Xxxxxxxxxx Nagar

MARG

Tenant

12/15/2004

12/14/2010

India

Chennai

Door Xx. 00, (Xxx Xx.0-X), Xxxxxxxxxxxx Xxxx

ACN/ORG

Tenant

12/1/2008

10/30/2009

India

Xxxxxx

00/0000, Xxxxx, 0xx Xxx, T.B. Beeramukunju Road, Opp Vatakat Hospital (1)

MARG

Tenant

1/1/2007

12/31/2009

India

Cochin

41/2124, Lella, T.B.Beeramukunju Road, Opp Vatakat Hospital, Second Floor

ORG

Tenant

2/1/2009

2/29/2012

Country

City

Address

Company

Position

Commence

Expiry

India

Coimbatore

Ama Complex, 1st Flr, Cross Cut Jn, 670 Mtp Road, Rs Puram

ORG

Tenant

10/12/2008

10/11/2011

India

Delhi

0000-X, Xxxxx Xxxxx Xxxx, Xxxxx Xxxxxxxxxxx

XXX

Tenant

8/1/2008

6/30/2009

India

Delhi

0000-X, Xxxxx, Xxxxxxxxxx (Xxxx,0,0)

MARG

Tenant

10/1/2005

9/30/2009

India

Delhi

0000-X, Xxxxx, Xxxxxxxxxx (Xxxx,0,0)

MARG

Tenant

10/1/2005

9/30/2009

India

Delhi

0000-X, Xxxxx, Xxxxxxxxxx (Xxxx,0,0)

MARG

Tenant

10/1/2005

9/30/2009

India

Delhi

301-302, Xxxx Xxxxx, 00-00 Xxxxx Xxxxx

XXX

Xxxxxx

6/16/2006

6/15/2012

India

Delhi

Xxxx Xx 000, 0xx Xxxxx, Xxxx Xxxxxx, Xxxxxxx

ORG IMS

Tenant

4/1/2008

3/31/2011

India

Delhi

Front/Rear Basement (Old No. H 15), Kotla, Mubarakpur, Ndsi Part-1

IMR

Tenant

12/1/2008

10/30/2009

India

Delhi

Front/Rear Basement (Old No. H 15), Kotla, Mubarakpur, Ndsi Part-1

SOCIAL

Tenant

12/1/2008

10/30/2009

India

Xxxxx

Xxxxx X-00, Xxxxxxx Xxxxxx

XXX

Tenant

12/1/2007

11/30/2009

India

Delhi

House No. 1893, First Floor, Uday Chandmarg, Kotla Mubarakpur

SOCIAL

Tenant

2/15/2008

2/14/2010

India

Delhi

Xxx Xxxxx Road (2nd & 3rd Floor), Bharat Yuvak Bhawan 1

ORG

Tenant

4/16/2005

9/30/2009

India

Delhi

Xxx Xxxxx Road (2nd & 3rd Floor), Bharat Yuvak Bhawan 1

ORG

Tenant

4/1/2005

9/30/2009

India

Delhi

Kotla Mubarakpur (Ground)

MARG

Tenant

6/9/2007

6/8/2011

India

Delhi

Terrace Of Raja House, 30-31 Nehru Place

ORG

Tenant

11/1/2006

10/31/2009

India

Dhanbad

X.X. Xxxxxxx Road, Hirapur

ORG

Tenant

10/1/2007

9/30/2009

India

Ghaziabad

X-00, Xxx Xxxx Xxxxx, Xxxxxxxxx, Up

ORG

Tenant

5/16/2008

3/15/2010

India

Guwahati

0xx Xxxxx, X Xxxxx, Xxxxxx Xxxxxx Xxxx, Xxxxxxxx

ORG-MARG

Tenant

11/1/2008

10/31/2011

India

Xxxxx

Xxxxxxxx Xxxxx, Xx 00, Xxxxxxxxxxxxxxxxxx, Xxxxxxxxxx Xxxxx 00

ORG

Tenant

2/1/2008

1/31/2010

India

Hyderabad

Hse Xx. 000, Xxxxxx Xxxxxxxxx, 00, Xxxx 0 Xxxxxxxxxxx Xxxxxx

Tenant

4/1/2005

6/30/2009

India

Hyderabad

H. No 16-11-20/27/4, 2nd Floor, Xxxx Xx 000, Xxxxxxxxxxx Xxxxxx, Xxxxxxxx

XXX IMS

Tenant

5/1/2009

4/30/2011

India

Hyderabad/Secunderabad

0-0-0, 0x, Xxxxxxxx, 0xx Xxx 0xx Xxxxx, Xxxxxxxxxxxxx Secunderabad

MARG/ORG

Tenant

4/1/2009

3/31/2012

India

Indore

0xx Xxxxx, 00-Xxxxx Xxxxxxxx, Opp. M.Y. Hospital

ORG

Tenant

3/1/2009

2/29/2012

Country

City

Address

Company

Position

Commence

Expiry

India

Jabalpur

1st Flr, Opp Madan Mahal Police Stn, House No. 1473, Xxxxxxxx Chamber, Xxxxxx Town

ORG

Tenant

2/1/2009

1/31/2012

India

Jaipur

26-Xxx Complex, Opp State Bk Of India, Sindhi Colony, Bani Park

MARG

Tenant

5/1/2007

4/30/2010

India

Jaipur

X-000, X-Xxxxxx, Xxxxxx Xxxxx

XXX

Tenant

3/1/2009

2/28/2010

India

Xxxxxxxxx

Xxxxx Xx.0000, Xxxx Xx.00, Xxxx Xxxxx, Xxxxxxxxx

ORG

Tenant

9/17/2008

9/16/2010

India

Jodhpur

Anand Bhawan, Opp. Pnb Bhatii Circle, Ratanand

ORG

Tenant

3/1/2009

2/28/2010

India

Kanpur

123, Xxxxxx Vihar

ORG

Tenant

9/1/2007

8/31/2010

India

Lucknow

20/151, Ground Flr, Xxxxxx-00, Xxxxxx Xxxxx

ORG

Tenant

4/1/2006

3/31/2011

India

Lucknow

X-000, Xxxxxx Xxxxx, Xxxxxxxxxxx

SOCIAL

Tenant

12/11/2007

11/10/2008

India

Lucknow

Xxxx 0 & 0, 00x Xxxxxxx Xxxxx Xxxx

MARG

Tenant

4/1/2007

3/31/2010

India

Lucknow

Xxxxx Xx. X-000, Xxxxxx-0, Xxxxxx Xxxxx

SOCIAL

Tenant

2/1/2007

1/31/2010

India

Ludhiana

X-00/000, Xxxxxx Xxxxx Xxxx, Xxxx Xxxxxxxx Cinema

ORG MARG

Tenant

10/1/2006

9/30/2011

India

Madurai

X. Xxxxxxxxxxx & Brothers, X.X. Xxxxxxx, 0, Xxxxxxxxxxxx, Xxxx Xxxxxx

ORG

Tenant

11/1/2004

10/31/2010

India

Meerut

F-50, Xxxxxx Nagar

ORG

Tenant

9/1/2008

9/30/2009

India

Mumbai

1st Flr, Voltas House, Z Block, T. B. Kadam Marg, Chinchpokli

MARG/ACN

Tenant

1/1/2004

6/30/2009

India

Mumbai

205-207, Second Floor, Mehta Estate, Andheri Kurla Road, Chakala, Andhheri (East)

ARC

Tenant

4/15/2009

6/30/2009

India

Mumbai

5th Floor, Saki Vihar Road, Powai, Andheri(E)

ORG IMS

Tenant

7/1/2007

6/30/2010

India

Mumbai

5th Floor, Saki Vihar Road, Powai, Andheri(E)

ORG IMS

Tenant

7/1/2007

6/30/2010

India

Mumbai

703, Camellia -C Wing, Hahar Amrit Shakti Complex, Chandivali

ORG IMS

Tenant

1/1/2008

12/31/2010

India

Mumbai

Dr. Babasaheb Ambedkar Rd, Voltas House ‘A’, Ground Flr

BASES INDIA

Tenant

11/10/2005

2/8/2011

India

Mumbai

Dr. Babasaheb Ambedkar Road, Voltas House ‘A’, Chinchpokli

ACN ORG/MARG

Tenant

2/20/2002

2/9/2011

India

Mumbai

Dr. Babasaheb Ambedkar Road, Voltas House ‘A’, Chinchpokli

ORG MARG

Tenant

2/20/2002

2/9/2011

India

Mumbai

Dr. Babasaheb Ambedkar Road, Voltas House ‘A’, Chinchpokli

ACNIELSEN COMPANY

Tenant

2/20/2002

2/9/2011

India

Mumbai

Flat No. 1301, “A” Wing, Xxxxxxxxx Xxxx, Worli

MARG

Tenant

4/16/2007

4/15/2010

Country

City

Address

Company

Position

Commence

Expiry

India

Mumbai

Ground + One Storey, Old Anand Nagar, Vishal Chs Ltd. Near Reliance Energy Office, W.E. Highway Xxxxxxxxxxx Xxxx, Xxxxxxxxx (East)

ORG MARG

Tenant

6/1/2008

5/31/2011

India

Mumbai

Icc Chamber, Ground Flr, Sakinaka, Powai (Warehouse)

ORG IMS

Tenant

11/13/2008

11/12/2010

India

Mumbai

Icc Complex

ORG IMS

Tenant

9/1/2005

12/25/2011

India

Mumbai

Sane Guruji Marg, Chinchpokli (West), Xxxxxxx Business Centre

RRC’S OFFICE

Tenant

11/1/2004

6/30/2009

India

Nagpur

House Xx. 000/X 00, Xxxx Xx. 00 Xxxxxxxxxxx

XXX

Tenant

4/1/2007

12/30/2010

India

Nagpur

Xxxx Xx. 00, Xxxxxxxxxxx, Xxxxxx Xxx

XXX

Tenant

8/1/2005

1/31/2011

India

Nagpur

Xxxx Xx.00, Xxxxxxx Xxxx

XXXX

Xxxxxx

9/1/2008

4/30/2012

India

Patna

Xxxx Xx 000, 0xx Xxxxx, Xxxxxx Xxxxxxxxx, Xxxxxx Kothi Campus, Boring Road

ORG IMS

Tenant

11/1/2008

9/30/2009

India

Patna

Sankat Mochan New Area Kadamkuan

ORG MARG

Tenant

3/1/2007

11/30/2009

India

Pune

Xxxxxx Xxxxxxxx Xxxxx, Xxxx Xxxx, Xxx. X.X.X. Depot, Kothrud

ORG

Tenant

7/1/2006

6/30/2009

India

Pune

Xxxx 000, Xxxxxx Xxxxx, Xxxxxxxxxxx Xxxxxxxx, 000, Xxxxxxxxxxxx

XXX IMS

Tenant

7/3/2007

7/2/2009

India

Pune

Xxxx Xx. 0, 000/X, Xxx Xxxxxxxx Xxxx

XXXX/XXX

Tenant

8/16/2005

2/15/2011

India

Pune

Xxxxxxxxx Xxxxxxxx Patil, Post Bhugaori, Opp. Water Tank, Tal, Mulshi

ORG MARG

Tenant

8/1/2008

7/31/2009

India

Xxxxxx

Xxxxx Xxxxx Xx. Xx, 0xx Xxx, Above Santosh Provision Stores, Opp. Fish Market

ORG

Tenant

8/1/2008

6/30/2009

India

Xxxxxx

Xxxxx Xx.00, Xxxxxxxxx Xxxxxxx, Xx. Raiya Chokdi, Gandhigram Road

ORG

Tenant

6/14/2008

6/13/2011

India

Rajkot

Shop Number - 2, Near Swapnasiddi Society

ORG

Tenant

12/1/2008

11/30/2011

India

Ranchi

Room No.1, Xxxxx Xxxxxx, Niwaranpur

ORG

Tenant

5/1/2006

4/30/2012

India

Surat

Kubernager Part 1, 2nd Flr, House No.A-10, Katargam Main Road

ORG

Tenant

8/1/2006

6/30/2010

India

Xxxxxxxxxx

Xxxxx Xx.Xx 00/000, 0xx Xxx, Xxxx Xxxxxxxxx, Nedumcaud Road, Karamana

ORG

Tenant

3/1/2009

2/28/2012

India

Varanasi

X-00/00, Xxxxxxx Xxxxx, Xxxxxxxxx

XXX

Tenant

1/1/2008

12/31/2010

India

Xxxxxxxxxx

Xxxxx Xx. 00-00-00, Xxxxxx Phanitha Bldgs, Ksheera Sagara Hospital Road Governor Pet

ORG

Tenant

2/1/2005

1/31/2011

Country

City

Address

Company

Position

Commence

Expiry

India

Vijayawada

Vijayawada 00-0-00, Xxxxxxxxxxxx Xxxxxx, Xxxxxxxx Pet

MARG

Tenant

12/1/2006

11/30/2009

India

Visakhapatanam

0xx Xxx, X/X Xxxxxxx Xxxxxx, Xxxxx Xx.00-00-0/X, Xxxxxxxxxxxx

XXX

Tenant

12/1/2008

11/30/2009

Indonesia

Balikpapan

Jl. Serendit Ii Blok B1/36, Perumahan Rss Damai

ACNIELSEN COMPANY

Tenant

5/5/2008

5/4/2010

Indonesia

Bandung

Jl. Cicagrak Ii Xx.0

XXX XXXXXXX XXXXX XXXXXXXX / Xxxxxxxxx

Tenant

10/1/2006

9/30/2009

Indonesia

Bandung

Jl. Cijagra Iii/2

ACNIELSEN COMPANY

Tenant

10/1/2006

9/30/2009

Indonesia

Banjarmasin

Xx. Xxxxxx Xxxxxx Xx. 0 Xx.00

XXXXXXXXX COMPANY

Tenant

6/1/2008

6/1/2010

Indonesia

Banjarmasin

Jln. Puteri Junjung Buih Gg. Aman Xx 00 Xx. 00, Xxx. Xxxxxx Xxxxx, Xxx. Banjarmasin Timur

AGB XXXXXXX MEDIA RESEARCH / Indonesia

Tenant

4/26/2008

4/25/2010

Indonesia

Batam

Xx. Xxxxxxxx Xxxxx Xx Xx Xxxxxx, Xxx X Xx. 00

ACNIELSEN COMPANY

Tenant

5/5/2009

5/4/2012

Indonesia

Bengkulu

Xx. Xxxxxxx Xxxx Xxxx X00 Xxxxxxx Xxxxx Perum Bumi Raflesia

ACNIELSEN COMPANY

Tenant

9/1/2008

8/31/2010

Indonesia

Cirebon

Xx. Xxxx Xxxxxxx Xx 00

ACNIELSEN COMPANY

Tenant

10/1/2008

9/30/2010

Indonesia

Denpasar

Xx. Xxxxxx Xxxx Xxxxxxx Xx. 0

XXXXXXXXX COMPANY

Tenant

4/1/2009

3/31/2012

Indonesia

Denpasar

Xxx. Xxxx Xx Xxxxxxxxx X Xx. 00, Xxxxxxxxx, Xxxxxxx Xxxxxxxxxx, Denpasar Timur

AGB XXXXXXX MEDIA RESEARCH / Indonesia

Tenant

1/12/2008

1/11/2010

Indonesia

Jakarta

Xx. Xxxxxxxx Xxx Xx. 00 - 00x, Xxxxx

ACNIELSEN COMPANY

Tenant

7/5/2006

7/4/2012

Indonesia

Jakarta

Jl.Sawo Kecik Raya,No. 2 Bukit Duri Tebet

ACNIELSEN COMPANY

Tenant

4/16/2008

4/15/2010

Indonesia

Jakarta

Xxxxxxxx Xxxxx 00/Xx, Xx. Xxxx Xxxxxxxx Xxx.00

XXXXXXXXX COMPANY

Tenant

9/24/2007

8/31/2012

Indonesia

Jakarta

Xxxxxxxx Xxxxx 00/Xx, Xxxxx 00, Xxx. Jend. Xxxxxxxx Xxx. 00

XXX XXXXXXX MEDIA RESEARCH / Indonesia

Tenant

9/1/2006

8/31/2012

Indonesia

Jakarta

Xxxxxxxx Xxxxx 00/Xx, Xxxxx 00, Xxx. Jend. Xxxxxxxx Xxx. 00

XXX XXXXXXX MEDIA RESEARCH / Indonesia

Tenant

7/2/2007

8/31/2012

Indonesia

Jakarta

Mayapada Tower, Jl. Jend Sudirman Kav.28

ACNIELSEN COMPANY

Tenant

9/1/2006

8/31/2012

Indonesia

Jakarta

Mayapada Tower, Jl. Jend Sudirman Kav.28

AGB/NMR

Sub-tenant

2/28/2005

8/31/2012

Indonesia

Jambi

Xx. Xxxx Xxxxxx Xx/00 Xx00, Xxx. Simpang Iv Sipin, Kec, Telanaipura

ACNIELSEN COMPANY

Tenant

6/15/2007

6/15/2009

Indonesia

Lampung

Xx. Xxxx Xxxxxx Xx Xx Xxxxxxxxx Xx. 00, Kel. Langkapura, Kemiling

ACNIELSEN COMPANY

Tenant

9/11/2007

9/10/2009

Indonesia

Makasar

Jl. Daeng Tata Komp Hartaco Indah, Blok Iia-38

ACNIELSEN COMPANY

Tenant

7/1/2007

6/30/2009

Indonesia

Makasar

Xxx. Xxxxx Xxxxxx Xx.00 Xx.000 Xx.00 Xxx. Parang Tambung Kec. Tamalate

AGB XXXXXXX MEDIA RESEARCH / Indonesia

Tenant

1/8/2008

1/7/2010

Indonesia

Xxxxxx

Xx. Xxxxx Xxxxxx Xxx X0-X Xx 00

ACNIELSEN COMPANY

Tenant

8/1/2007

7/31/2010

Country

City

Address

Company

Position

Commence

Expiry

Indonesia

Manado

Jl. Teuku Umar 36 Xxxxxx Xxxxx Vi

ACNIELSEN COMPANY

Tenant

1/17/2009

1/16/2011

Indonesia

Mataram

Xx.Xxx Xxx Xxx, Xx. 0 Xxxxxxxxx Xxxx Xxxx

XXXXXXXXX COMPANY

Tenant

3/1/2008

2/28/2010

Indonesia

Medan

Jl. Sei Mencirin Ujung 49/91

ACNIELSEN COMPANY

Tenant

11/1/2007

10/30/2010

Indonesia

Medan

Jln. Darussalam Gang Xxxx Xx No.47 .Kel. Sei Sikambing D, Kec. Medan Petisah

AGB XXXXXXX MEDIA RESEARCH / Indonesia

Tenant

4/22/2008

4/21/2010

Indonesia

P.Xxxxxxx

Xx.Cemara No. 26

ACNIELSEN COMPANY

Tenant

4/22/2008

4/21/2010

Indonesia

Padang

Jl. Xx Xxxxxxx Ii/5

ACNIELSEN COMPANY

Tenant

6/1/2006

6/30/2009

Indonesia

Palembang

Jln. Inspektur Xxxxxxx Xx. Sei. Leko No.318 Rt. 001 Rw.01kelurahan Siring Agung Kecamatan Llir Barat I

AGB XXXXXXX MEDIA RESEARCH / Indonesia

Tenant

1/8/2008

1/7/2010

Indonesia

Palembang

Komp. Griya Mutiara No. 4 Jl. Inspektur Marzuki Lorok Pakjo, Kel.Siring Barat, Kec.Llir Barat 1

ACNIELSEN COMPANY

Tenant

6/1/2008

5/31/2010

Indonesia

Pekan Baru

Xx. Xxxx Xx. 0, Xxxxxxxxxx Xxxxxx, Bukit Raya

ACNIELSEN COMPANY

Tenant

4/22/2008

4/21/2010

Indonesia

Pekan Baru

Perum Bukit Mas Regency Blok B Nol. 2, Jl. Bukit Barisan Tangkerang Timur

ACNIELSEN COMPANY

Tenant

4/27/2009

4/27/2011

Indonesia

Pontianak

Xxxx Xx Suwignyo Pernai 2 Blok B/18, Jl. Hm Suwignyo

ACNIELSEN COMPANY

Tenant

2/8/2007

2/7/2010

Indonesia

Purwokerto

Jl. Jati Raya No 191 Perum Bumi Tanjung Elok

ACNIELSEN COMPANY

Tenant

2/1/2008

1/31/2010

Indonesia

Samarinda

Jl. Jakarta Perum Korpri Blok Q No 27 Loa Bakung

ACNIELSEN COMPANY

Tenant

10/4/2007

10/3/2009

Indonesia

Semarang

Jl. Ungaran Xxxxx Xxxx No 47

ACNIELSEN COMPANY

Tenant

7/1/2007

6/30/2010

Indonesia

Semarang

Jln. Mendut Viii Xx. 0 Xx. 000 Xx. 00 Xxx. Kalipancur Kec Ngalian

AGB XXXXXXX MEDIA RESEARCH / Indonesia

Tenant

2/1/2008

1/31/2010

Indonesia

Solo

Xx. Xxxxxxxxx X0 Xx 00, Xxxxxxxxxx, Xxxxxxxxx

XXXXXXXXX COMPANY

Tenant

10/1/2007

9/30/2009

Indonesia

Surabaya

Xx. Xxxxxxxxx Xxxxxxx Xxxx Xx 00-00, Xxxxxxxxx Permai

ACNIELSEN COMPANY

Tenant

4/1/2006

3/31/2011

Indonesia

Surabaya

Xxx. Xxxxxx Xxxx Xxxx Xx. 0x

XXX XXXXXXX MEDIA RESEARCH / Indonesia

Tenant

11/1/2007

10/31/2009

Indonesia

Tasikmalaya

Jl. Xxxxx Xx Ciranjang Iii/2

ACNIELSEN COMPANY

Tenant

4/1/2008

3/31/2010

Indonesia

Tebingtinggi

Jl. Xx Xxxxxxx Xx Xxxxx No 15g

ACNIELSEN COMPANY

Tenant

4/1/2008

3/31/2010

Indonesia

Tegal

Xx. Xxxxxxxxx 0 Xx 00

XXXXXXXXX COMPANY

Tenant

4/1/2008

3/31/2010

Indonesia

Yogyakarta

Griya Wirokerten Indah, Jln. Duku Xx 00 Xx 00 Xx 000, Xxxxxxxxx Wirokerten Kecamatan Banguntapan, Bantul

AGB XXXXXXX MEDIA RESEARCH / Indonesia

Tenant

2/18/2008

2/17/2010

Indonesia

Yogyakarta

Kp Gedongan Baru, Banguntapan, Bantul

ACNIELSEN COMPANY

Tenant

2/8/2007

2/7/2010

Japan

Tokyo

5-12-7 Shiroganedai, Minatoku

ACNIELSEN COMPANY

Tenant

11/14/2007

11/13/2012

Jordan

Amman

00 Xxxxxxx Xx-Xxxxx Xxxxxx

XXXXXXXXX COMPANY

Tenant

3/1/2003

3/1/2010

Country

City

Address

Company

Position

Commence

Expiry

Kenya

Xxxxxxx

Xxxxxxx Xxx Xxxxxxxxx Xx 00000

XXXXXXXXX COMPANY

Tenant

6/1/2004

5/31/2010

Kuwait

Hawalli

Xxxxxxx Xxxx 00, Xxxxxx 0

XXXXXXXXX COMPANY

Tenant

12/25/2006

12/25/2009

Lebanon

Beirut

Gedco Center (Ggf), Xxxx X, 0xx Xxxxx

XXXXXXXXX COMPANY

Tenant

1/1/2009

12/31/2010

Lebanon

Beirut

Gedco Center (Ggf), Xxxx X, 0xx Xxxxx

XXXXXXXXX COMPANY

Tenant

1/1/2009

12/31/2010

Malaysia

Alor Setar

Xxxxx Xxxxxxxx 0, Xxx Xxxxx Xxxxxxxx Sambungan

ACNIELSEN COMPANY

Tenant

3/1/2008

2/28/2010

Malaysia

Ipoh

00x Xxxxx Xxxx

XXXXXXXXX COMPANY

Tenant

4/1/2009

3/31/2011

Malaysia

Kota Bharu

Xxx 000, Xxxxxxxxx, Xxxxxxx 00 (Xxxxx Xxx), Xxxxx Xxxxx Xxxx, Kelantan

ACNIELSEN COMPANY

Tenant

11/1/2007

10/31/2010

Malaysia

Kota Kinabalu

Xxx 0, Xxxxxxx 0, Xxxxxxx Xxxxx Xxxx 18 & 19, Penampang

ACNIELSEN COMPANY

Tenant

3/1/2009

5/31/2010

Malaysia

Kuantan

E1419, Tingkat 2, Jalan Xxxx Xx Jang

ACNIELSEN COMPANY

Tenant

8/1/2008

7/31/2010

Malaysia

Xxxxxxx

000, 0/X, Xxxxx Xxx Xxxxx Xx

XXXXXXXXX COMPANY

Tenant

11/1/2008

10/31/2011

Malaysia

Melaka

0x, Xxxxx Xxx 0/0, Xxxxx Xxxx Xxxxxxxxxxxxxxx Tkl 1, Taman Kota Laksamana

ACNIELSEN COMPANY

Tenant

5/1/2008

4/30/2011

Malaysia

Petaling Jaya

00/X Xxxxxx Xxxx, Xxx Xxxxxx, 00000

AGB Xxxxxxx Media Research (Malaysia) Sdn Bhd

Tenant

7/1/2007

6/30/2010

Malaysia

Petaling Jaya

20f Menara Mbpj, Xxxxx Xxxxxx (Xxxxx 0, 00, 00, 00 00, 00 & Shoplots)

ACNIELSEN COMPANY

Tenant

7/1/2007

6/30/2010

Malaysia

Petaling Xxxx

Xx. 0, 0xx Xxxxx, Xxx 52/18, Lapangan Merdeka, 46200

AGB Xxxxxxx Media Research (Malaysia) Sdn Bhd

Tenant

6/1/2007

5/30/2010

Malaysia

Prai

00x, Xxxxx Xxxxx 0, Xxxxx Bandar Baru, Seberang Jaya

ACNIELSEN COMPANY

Tenant

11/1/2008

10/31/2011

Malaysia

Seremban

Xx. 000-0 Xxxxx Xxxxx 0, Xxxxxxx Xxxxxx

XXXXXXXXX COMPANY

Tenant

5/1/2009

10/31/2009

Malaysia

Skudai

00x Xxxxx Xxxxxxxxx 0, Xxxxx Xxxxxx Xxxxx

XXXXXXXXX COMPANY

Tenant

7/1/2008

6/30/2011

Morocco

Casablanca

000 Xxx Xxxx Xxxxx Xxx X00

XXXXXXXXX COMPANY

Tenant

10/1/2008

9/30/2011

Morocco

Casablanca

000 Xxx Xxxx Xxxxx Xxx X00

XXXXXXXXX COMPANY

Tenant

10/1/2008

9/30/2011

Morocco

Casablanca

000 Xxx Xxxx Xxxxx Xxx X0

ACNIELSEN COMPANY

Tenant

7/1/2007

7/1/2010

Morocco

Casablanca

Imm. Al Wahda, Entree A 2 Eme Etage Apt 6 & 8

ACNIELSEN COMPANY

Tenant

4/1/2005

4/30/2011

Morocco

Casablanca

Imm. Al Wahda, Entree A 2 Eme Etage Apt 7

ACNIELSEN COMPANY

Tenant

12/1/2003

11/30/2010

Nepal

Kathmandu

Ka 1/741, Ravi Bhawan, Kalimati

ACNIELSEN COMPANY

Tenant

9/17/2008

9/16/2010

New Zealand

Auckland

000 Xxxxxxxxx Xxxx

XXXXXXXXX COMPANY and AGB/NMR

Tenant

2/1/2005

1/31/2015

New Zealand

Wellington

000 Xxxxxx Xxxxxx

XXXXXXXXX COMPANY

Tenant

1/1/2008

12/31/2014

Nigeria

Lagos

000x Xxxxxx Xxxxxxxx Xxxxxx, Xxxxxxxx Xxxxxx

XXXXXXXXX COMPANY

Tenant

5/1/2007

4/30/2009

Oman

Muscat

X.X. Xxx 0000, Xxxx 000

XXXXXXXXX COMPANY

Tenant

8/1/2005

7/31/2009

Country

City

Address

Company

Position

Commence

Expiry

Pakistan

Xxxxxxxxxx

X000 Xxxxxx #0, Xxxxxxxxxx, Xxxx Xxxxxxx Xxxx

ACNIELSEN COMPANY

Tenant

3/1/2008

2/28/2009

Pakistan

Hyderabad

D-44 Latifabad No. 5

ACNIELSEN COMPANY

Tenant

4/1/2007

3/1/2009

Xxxxxxxx

Xxxxxxx

00 X, Xxxxx 0, Xxxxx

XXXXXXXXX COMPANY

Tenant

4/1/2007

3/1/2009

Pakistan

Karachi

Godown At Shop #13, Progressive Plaza

ACNIELSEN COMPANY

Tenant

4/1/2007

3/1/2009

Pakistan

Xxxxxxx

Xxxxxx # 000, Xxxxxxxxxxx Xxxxx

XXXXXXXXX COMPANY

Tenant

4/1/2007

3/1/2009

Pakistan

Xxxxxxx

Xxxxxx # 000, Xxxxxxxxxxx Xxxxx

XXXXXXXXX COMPANY

Tenant

4/1/2007

3/1/2009

Pakistan

Xxxxxxx

Xxxxxx # 000, Xxxxxxxxxxx Xxxxx

XXXXXXXXX COMPANY

Tenant

4/1/2007

3/1/2009

Pakistan

Xxxxxxx

Xxxxxx # 000, Xxxxxxxxxxx Xxxxx

XXXXXXXXX COMPANY

Tenant

4/1/2007

3/1/2009

Pakistan

Xxxxxxx

Xxxxxx # 000, Xxxxxxxxxxx Xxxxx

XXXXXXXXX COMPANY

Tenant

4/1/2007

3/1/2009

Pakistan

Lahore

22a, Block E-Ii, Gulberg Iii

ACNIELSEN COMPANY

Tenant

4/1/2007

3/1/2009

Pakistan

Lahore

22a, Block E-Ii, Gulberg Iii(2)

ACNIELSEN COMPANY

Tenant

4/1/2007

3/1/2009

Pakistan

Lahore

Briefing Hall At Center Point, Gulberg Iii

ACNIELSEN COMPANY

Tenant

4/1/2007

3/1/2009

Pakistan

Lahore

Xxxx X000, Xxxx Xxxxxxxxx, Xxxxxxx Ii

ACNIELSEN COMPANY

Tenant

4/1/2007

3/1/2009

Pakistan

Lahore

Xxxx X000, Xxxxxxxxxxxxx, Xxxxxxx Ii

ACNIELSEN COMPANY

Tenant

3/1/2008

2/28/2009

Pakistan

Lahore

Xxxx X000, Xxxx Xxxxxxxxx, Xxxxxxx Ii

ACNIELSEN COMPANY

Tenant

4/1/2007

3/1/2009

Pakistan

Multan

01-S-C, Block S, Sadique Center

ACNIELSEN COMPANY

Tenant

3/1/2008

1/1/2009

Pakistan

Peshawar

Haji Jan Wali Plaza-No 2

ACNIELSEN COMPANY

Tenant

3/1/2008

1/31/2009

Pakistan

Rawalpindi

Commercial Market Sattelite Town 2

ACNIELSEN COMPANY

Tenant

3/1/2008

2/28/2009

Pakistan

Sukkur

X-00-0/0, Xxxxxxx Xxxxxx

XXXXXXXXX COMPANY

Tenant

4/1/2007

0/0/0000

Xxxxxxxxxxx

Xxxx Xxxx

251 Colon Bldg. Osmena Blvd. (402 And 404)

ACNIELSEN COMPANY

Tenant

10/1/2008

9/30/2009

Philippines

Cebu City

251 Colon Bldg. Osmena Blvd. (402 And 404)

XXXXXXX MEDIA RESEARCH

Tenant

1/1/2009

12/31/2009

Philippines

Dagupan

00 Xxxxxxx Xxxxx

XXX XXXXXXX MEDIA RESEARCH PHILIPIPNES, INC.

Tenant

Dec. 0000

Xxxxxxxxxxx

Dagupan City

No. 7 Xxxxxx Apt, Xxxxxx & Xxxxx Streets, Malued District

XXXXXXX MEDIA RESEARCH

Tenant

1/1/2009

12/31/2009

Philippines

Davao City

Gb Cam Bldg, Monteverde Ave, Room 301

ACNIELSEN COMPANY

Tenant

1/1/2009

12/31/2009

Philippines

Davao City

X. Xxxxx Xxx St., Davao City

XXXXXXX MEDIA RESEARCH

Tenant

12/15/2008

12/15/2009

Philippines

Mandaluyong City

Prudential Building, 31 Edsa Cor. Apo St, Boni

ACNIELSEN COMPANY

Tenant

11/1/2007

10/31/2012

Philippines

Pasig City

Xxxxxx, Xxxxxxxxxx Pasig. Warehouse 19

ACNIELSEN COMPANY

Tenant

11/5/2008

00/0/0000

Xxxxxxxxxxx

Xxxxxx Xxxx

Xxxxxx

XXX XXXXXXX MEDIA RESEARCH PHILIPIPNES, INC.

Tenant

Dec. 2009

Country

City

Address

Company

Position

Commence

Expiry

Philippines

Quezon City

Web Jet Acropolis Bldg. 88 X. Xxxxxxxxx Jur, Avenue, Bagumbayan, Unit 303

AGB XXXXXXX MEDIA RESEARCH PHILIPIPNES, INC.

Tenant

7/26/2008

7/31/2009

Philippines

Quezon City

Web Jet Acropolis Bldg. 88 X. Xxxxxxxxx Jur, Avenue, Bagumbayan, Unit 404

AGB XXXXXXX MEDIA RESEARCH PHILIPIPNES, INC.

Tenant

12/1/2008

11/30/2009

Philippines

Quezon City

Web Jet Acropolis Bldg. 88 X. Xxxxxxxxx Jur, Avenue, Bagumbayan, Unit 505

AGB XXXXXXX MEDIA RESEARCH PHILIPIPNES, INC.

Tenant

10/1/2008

9/30/2009

Philippines

Quezon City

Web Jet Acropolis Bldg. 88 X. Xxxxxxxxx Jur, Avenue, Bagumbayan, Unit 507

AGB XXXXXXX MEDIA RESEARCH PHILIPIPNES, INC.

Tenant

10/1/2008

9/30/2009

Philippines

Quezon City

Web Jet Acropolis Xxxx. 00 X. Xxxxxxxxx Xxx, Xxxxxx, Xxxxxxxxxx, Xxxx 000 Xxx 000

XXX XXXXXXX MEDIA RESEARCH PHILIPIPNES, INC.

Tenant

9/1/2008

8/31/2009

Philippines

Quezon City

Web Jet Acropolis Xxxx. 00 X. Xxxxxxxxx Xxx, Xxxxxx, Xxxxxxxxxx, Xxxx 000 Xxx 000

XXX XXXXXXX MEDIA RESEARCH PHILIPIPNES, INC.

Tenant

8/1/2008

7/31/2009

Philippines

Quezon City

Web Jet Acropolis Xxxx. 00 X. Xxxxxxxxx Xxx, Xxxxxx, Xxxxxxxxxx, Xxxx 000 Xxx 000

XXX XXXXXXX MEDIA RESEARCH PHILIPIPNES, INC.

Tenant

9/1/2008

8/31/2009

Qatar

Xxxx

Xx Xxxxxx Xxxxxx Xx.000, Xx Xxxx

ACNIELSEN COMPANY

Tenant

9/1/2008

8/31/2009

Saudi Arabia

Xxxx

Xxxxxx Mushait, Almadyna Alaskarya Road

ACNIELSEN COMPANY

Tenant

1/1/2008

12/31/2009

Saudi Arabia

Dammam

Xxxx 000, 00xx Xxxxxx, X.X.Xxx 0000

XXXXXXXXX COMPANY

Tenant

1/1/2008

12/31/2009

Saudi Arabia

Jeddah

Xx Xxxxxx Building Souq Nadi

1/1/2008

12/31/2009

Saudi Arabia

Jeddah

Najoud Center Al-Tahlia Street

ACNIELSEN COMPANY

Tenant

2/1/2007

1/31/2010

Saudi Arabia

Qassim

Kobaib Street-Near Sapto

ACNIELSEN COMPANY

Tenant

9/3/2008

8/2/2009

Saudi Arabia

Riyadh

Xx Xxxxxx Street, Office No 40209/10

ACNIELSEN COMPANY

Tenant

12/1/2008

11/30/2009

Saudi Arabia

Xxxxxx

Xxxxxx Xx. 00 Xxxxx Xx. 0 Saudi Memmar Building, Al Mohammadiyah Quarter, Xxxx Xxxxx Xxxx

00/0/0000

0/00/0000

Xxxxx Xxxxxx

Tabuk

Xxxx Xxxx Xxxxxx, Xxx 00

ACNIELSEN COMPANY

Tenant

6/3/2008

0/0/0000

Xxxxxxxxx

00 Xxxxxx Xxxx (13)

THE XXXXXXX COMPANY (SINGAPORE) PTE LTD

Tenant

1/10/2005

0/0/0000

Xxxxxxxxx

00 Xxxxxx Xxxx (15)

THE XXXXXXX COMPANY (SINGAPORE) PTE LTD

Tenant

1/10/2005

0/0/0000

Xxxxxxxxx

Nil

AGB Xxxxxxx Media Research Singapore Pte Ltd

South Africa

Bloemfontein

00 Xxxxxx Xxx Xxxxxxxx

ACNIELSEN COMPANY

Tenant

9/1/2005

0/00/0000

Xxxxx Xxxxxx

Xxxx Xxxx

Unit 2.2, No 1 Northbank, Northbank Lane, Century City

ACNIELSEN COMPANY

Tenant

7/1/2007

8/31/2012

South Africa

Durban

2, Cranbrook Place, Xxxxxxx Xxxxxxxx Drive, La Xxxxx Xxxxx

ACNIELSEN COMPANY

Tenant

9/1/2004

8/31/2009

South Africa

East London

000 Xxxxxxxx Xxx

XXXXXXXXX COMPANY

Tenant

5/1/2005

4/30/2010

South Africa

East Rand

00 Xxxxxxx Xxx

XXXXXXXXX COMPANY

Tenant

2/1/2007

1/31/2010

Country

City

Address

Company

Position

Commence

Expiry

South Africa

Johannesburg

0 Xxxxxx Xxxx

XXXXXXXXX COMPANY

Tenant

5/23/2000

7/31/2010

South Africa

Johannesburg

0 Xxxxxx Xxxx

XXX Xxxxxxx Media Research SA (Pty) Ltd.

Tenant

Aug 0000

Xxxxx Xxxxxx

Polokwane

470 Florapark Centre X/X Xxxxxxxx & Xxxxxxx Xxxxxxx

XXXXXXXXX COMPANY

Tenant

2/1/2007

3/31/2009

South Africa

Port Xxxxxxxxx

00 Xxxxxxxxx Xxx

XXXXXXXXX COMPANY

Tenant

10/1/2006

9/30/2011

South Africa

Pretoria

Xxxxxxx Xxxx, Queenswood

ACNIELSEN COMPANY

Tenant

4/1/2008

3/31/2009

South Africa

West Rand

X/X Xxxxxxx & Xxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxxx

ACNIELSEN COMPANY

Tenant

4/1/2007

3/31/2010

South Korea

Daegu

0000-0, 0-Xxxx Xxxxxxx Xxxxxxx-Xx

XXXXXXXXX COMPANY

Tenant

4/4/2008

4/3/2010

South Korea

Daejeon

87-1, Tanbang-Dong, Seo-Ku

ACNIELSEN COMPANY

Tenant

1/1/2009

12/31/2009

South Korea

Xxxxxxx

000-0, Xxxxx-Xxxx Xxx-Xx

ACNIELSEN COMPANY

Tenant

3/15/2008

3/15/2010

South Korea

Xxxxxxx

000-0, Xxxxx-Xxxx Xxx-Xx

AGB/NMR

Sub-tenant

3/15/2008

3/15/2010

South Korea

Pusan

1288-30 Younsan 5 Dong Younje-Ku

ACNIELSEN COMPANY

Tenant

12/21/2008

00/00/0000

Xxxxx Xxxxx

Xxxxx

#000, 182-13 Daerung Xxxx Xxxxx 0 Xxx, Xxxx 0-Xxxx, Xxxx-Xx

XXX-XXX Dominicana

Tenant

9/25/2005

9/24/2009

South Korea

Seoul

000-0 Xxxx-Xxxx, Xxxx-Xx

XXXX XXXXXXX MEDIA RESEARCH

Owner

South Korea

Seoul

43-18 Dongja Dong, Youngsan-Ku

ACNIELSEN COMPANY

Tenant

12/22/2008

12/21/2010

South Korea

Seoul

51-1 Namchang-Dong, Jung-Gu

ACNIELSEN COMPANY

Tenant

2/21/2009

2/20/2012

South Korea

Seoul

686-4 Sindaebang-Dong, Dongjak-Gu

KADD XXXXXXX MEDIA RESEARCH

Tenant

10/16/2007

10/15/2009

Sri Lanka

Colombo

No. 98 D. S Senanayake Mawatha

ACNIELSEN COMPANY

Tenant

3/15/2006

12/31/2011

Sri Lanka

Dehiwala

00x 0/0 Xxxxx Xx

XXXXXXXXX COMPANY

Tenant

11/11/2005

9/30/2008

Sri Lanka

Kandy

000, Xxxxxxxxxxx Xxxxxxx Xxxxx

XXXXXXXXX COMPANY

Tenant

10/1/2005

9/30/2009

Sri Lanka

Xxxxxx

00/X , Xxxxxxxxxxxx Xxxxxxx, Xxxxxx

ACNIELSEN COMPANY

Tenant

7/1/2008

6/30/2009

Xxxxxx

Xxxxxxxxx

# 00, Xxxx 0xx Xx.

XXXXXXXXX COMPANY

Tenant

9/1/2004

8/31/2009

Xxxxxx

Xxxxxxxx

0x, 000 Xxxxxxx Xxxx

XXXXXXXXX COMPANY

Tenant

5/1/2009

4/30/2011

Xxxxxx

#00, Xxxx 000, Xx Xxx Xx.

AGB/NMR

Sub-tenant

1/1/2009

12/31/2009

Xxxxxx

#00, Xxxx 000, Xx Xxx Xx.

ACNIELSEN COMPANY

Tenant

3/1/2009

2/28/2011

Taiwan

Taipei

#65 #67, Guang Fu South Rd.

ACNIELSEN COMPANY

Tenant

1/1/2003

12/31/2010

Taiwan

Taipei

#65 #67, Guang Fu Xxxxx Xx. 0x

XXX Xxxxxxx Media Research

Tenant

1/1/2009

12/31/2009

Taiwan

Taipei

188 Nanking East Road, Section 5 - 12/F

ACNIELSEN COMPANY

Tenant

10/16/2004

10/31/2009

Taiwan

Taipei

188 Nanking East Road, Section 5 - 12/F

AGB/NMR

Sub-tenant

2/28/2005

10/31/2009

Taiwan

Taipei

000 Xxxxxxx Xxxx Xxxx, Xxxxxxx 0 - 00x

AGB Xxxxxxx Media Research

Tenant

1/1/2009

12/31/2009

Taiwan

Taipei

188 Nanking Xxxx Xxxx, Xxxxxxx 0 - 0/X

XXXXXXXXX COMPANY

Tenant

12/1/2004

10/31/2009

Taiwan

Taipei

188 Nanking East Road, Section 5 - 8/F

AGB/NMR

Sub-tenant

1/1/2009

12/31/2009

Country

City

Address

Company

Position

Commence

Expiry

Tanzania

Dar Es Salaam

Maktaba/Bibi Xxxx Xxxxxxx St

ACNIELSEN COMPANY

Tenant

2/21/2009

2/21/2010

Thailand

Bangkok

000 Xxxxx Xxxx

XXXXXXXXX COMPANY

Tenant

5/1/2007

4/30/2010

Thailand

Bangkok

3401e,34fl United Centre

AGB NMR (THAILAND)

Tenant

4/30/2010

Thailand

Bangkok

3404 ,34fl United Centre

AGB NMR (THAILAND)

Tenant

4/30/2010

Thailand

Bangkok

00 Xx,Xxxxxx Xxxxxx

XXX XXX (THAILAND)

Tenant

4/30/2010

Thailand

Bangkok

8fl ,United Centre

AGB NMR (THAILAND)

Tenant

4/30/2010

Xxxxxxx

Xxxxx

00 Xxx 0000

XXXXXXXXX COMPANY

Tenant

1/1/2008

12/31/2009

Uganda

Kampala

Xxxx 0 Xxxxxxxx Xxxx. -Xxxx 0 Xxxxxx Xxxxxx

XX XXXXXXX XXXXXX LIMITED

Tenant

11/1/2008

10/31/2009

United Arab Emi

Abu Dhabi

Xx. 00 Xxxxxx Xxxxxx, Xx Xxx00000

XXXXXXXXX COMPANY

Tenant

7/12/2008

7/11/2009

United Arab Emi

Dubai

Xxxxx Xxxxx Xxxxx, Xxxx 000, Xxxx Xx X000

ACNIELSEN COMPANY

Tenant

12/15/2004

1/14/2009

United Arab Emi

Sharjah

Al Buhaira Corniche, Xxxx 000, 0xx Xxxxx

XXXXXXXXX COMPANY

Tenant

7/10/2006

7/9/2009

United Arab Emi

Sharjah

Al Buhaira Corniche, Xxxx 000, 0xx Xxxxx,

XXXXXXXXX COMPANY

Tenant

12/17/2006

12/16/2009

United Arab Emi

Sharjah

Al Buhaira Corniche, Flats 301-304, 307 & 000, 0xx Xxxxx

XXXXXXXXX COMPANY

Tenant

4/19/2007

4/18/2009

Vietnam

Can Tho City

02 Hai Xx Xxxxx Street

ACNIELSEN COMPANY

Tenant

2/25/2009

8/25/2009

Vietnam

Da Nang City

Xxx 0 Xxxxxx Xxxxx Xxxxx, Xxxx Xxxx, Xxx Xxxx

ACNIELSEN COMPANY

Tenant

8/1/2008

7/30/2011

Vietnam

Hai Xxxxx City

Nhi Son Building, 87 To Xxxx

ACNIELSEN COMPANY

Tenant

4/15/2008

4/15/2013

Vietnam

Hanoi City

00 Xxxx Xxx Xxxxx Xxxxxx, Xxxx Xxxx Xxxxxxxx

XXXXXXXXX COMPANY

Tenant

7/1/2006

6/30/2009

Vietnam

Hanoi City

73, Ngo 651 Xxxx Xxxx, To 28, Xxxxx Xxxxx, Hai Xx Xxxxx

ACNIELSEN COMPANY

Tenant

7/15/2007

7/15/2009

Vietnam

Hanoi City

So 5 Khu 5 To 28d- Xxxxx Xxxxx, X.Xx Xxxxx - Xx

ACNIELSEN COMPANY

Tenant

3/18/2008

6/30/2009

Vietnam

Ho Chi Minh City

19l Mieu Noi Area, Xxxx Xxxxx District (Fw)

ACNIELSEN COMPANY

Tenant

9/10/2008

0/0/0000

Xxxxxxx

Xx Xxx Xxxx Xxxx

24 Xxx Xxxxx, Xxxx 2, Xxx Xxxx (Dp)

ACNIELSEN COMPANY

Tenant

1/1/2009

00/00/0000

Xxxxxxx

Xx Xxx Xxxx Xxxx

243-243b Xxxxx Van Thu Street, Xxx Xxxx District

ACNIELSEN COMPANY

Tenant

4/16/2009

0/00/0000

Xxxxxxx

Xx Xxx Xxxx Xxxx

309/17 Xxxxxx Van Troi Street, Xxx Xxxx Dist., Hcmc (Retail)

ACNIELSEN COMPANY

Tenant

4/1/2009

3/31/2010

Vietnam

Nha Xxxxx

00-00x0 Xx Xxxx Xxxxx Xxxxxx

ACNIELSEN COMPANY

Tenant

10/16/2008

10/15/2010

Belarus

Minsk

00 X.Xxxxxxx Xxxxxx

XXXXXXXXX COMPANY

Tenant

3/1/2008

1/31/2009

Belgium

Brussels

Xxxxxx Xxx Xxxxxxxx 00

ACNIELSEN COMPANY

Tenant

7/1/2006

6/30/2015

Belgium

Wavre

Avenue Pasteur 4

ACNIELSEN BASES

Tenant

9/1/2008

8/31/2013

Belgium

Wavre

Rue Lavoisier 37

ACNIELSEN BASES

Tenant

2/1/2007

2/28/2016

Bosnia/Herzegovina

Sarajevo

Hamdije Cemerlica 2

ACNIELSEN COMPANY

Tenant

1/1/2009

12/31/2009

Bulgaria

Sofia

0 Xxxxxx Xxxxxx

XXXXXXXXX COMPANY

Tenant

12/1/2005

11/30/2010

Croatia

Zagreb

Budmanijeva 1

AGB Xxxxxxx Media Research (Croatia)

Tenant

6/1/2007

6/1/2010

Croatia

Zagreb

Kucerina 5

ACNIELSEN COMPANY

Tenant

3/1/2007

2/28/2012

Country

City

Address

Company

Position

Commence

Expiry

Cyprus

Nicosia

D. Severis & G. Vizyinos Str

AGB Xxxxxxx Media Research Ltd

Tenant

1/31/2013

Cyprus

Nicosia

Xxxxxxxx Xxxxxx 0

XXXXXXXXX COMPANY

Tenant

4/1/2006

3/31/2009

Czech Republic

Prague 4

Budejovicka 3a

ACNIELSEN COMPANY

Tenant

1/1/2004

6/30/2009

Denmark

Copenhagen

Stranvejan 70

ACNIELSEN COMPANY

Tenant

9/1/2004

8/31/2012

Estonia

Tallinn

Lastekodu 48

A.C. NIELSEN COMPANY (EM)

Tenant

10/1/2006

12/31/2010

Finland

Espoo

Linnoitustie 9-11

ACNIELSEN COMPANY

Tenant

2/2/2004

1/31/2014

France

Bordeaux

23 Quai De Paludate

ACNIELSEN COMPANY

Tenant

11/1/2002

10/31/2011

France

Boulogne

235 Avenue Le Jour Se Leve

ACNIELSEN COMPANY

Tenant

11/1/2000

10/31/2009

France

Caluire

3 Rue De Mailly

ACNIELSEN COMPANY

Tenant

4/1/1998

3/31/2010

France

Cergy Pontoise

9 Ave. Des Trois Fontaines

(G&1-6 & 7-1 Wing)

ACNIELSEN COMPANY

Tenant

3/1/2007

2/29/2016

France

Levallois Perret

67 Rue Annatole

NET RATINGS

Tenant

12/1/2005

11/30/2014

France

Rennes

10bis, Avenue Henri Freville

ACNIELSEN COMPANY

Tenant

11/15/2000

11/14/2009

Germany

Baden-Baden

Augustaplatz 2

MUSIC CONTROL

Tenant

2/1/2005

12/31/2009

Germany

Dusseldorf

Lindemannstr. 79

AXENSE

Tenant

1/1/2006

12/31/2008

Germany

Frankfurt

Insterburgerstrasse 16

ACNIELSEN COMPANY

Tenant

5/1/2007

4/30/2017

Germany

Hamburg

Sachsenstrasse 10-16

NIELSEN MEDIA RESEARCH

Tenant

3/16/2006

3/31/2011

Germany

Langenfeld

Winkelsweg 179

TRADE DIMENSIONS

Tenant

1/27/2003

12/31/2009

Germany

Munich

Nymphenburgerstrasse 158

NIELSEN EDI

Tenant

4/1/2001

3/31/2011

Germany

Nuremburg

Dr. Carlo-Schmid-Str 200

NET RATINGS

Tenant

8/1/2002

7/31/9999

Greece

Athens

162-166, Sygrou Avenue

ACNIELSEN COMPANY

Tenant

6/1/2005

5/31/2017

Greece

Athens

Athens-Aoou

AGB Nielsen Media

Research

SA - GREECE

Tenant

12/15/2006

12/14/2018

Greece

Athens

L. Riencourt

AGB Nielsen Media Research SA - GREECE

Owned

Greece

Athens

L. Riencourt

AGB Nielsen Media Research SA - GREECE

Tenant

12/1/2006

11/30/2015

Greece

Athens

L. Riencourt

AGB Nielsen Media Research SA - GREECE

Tenant

7/15/2001

7/14/2013

Greece

Kallithea

Syggrou 344 & Solonos 4.

3rd Floor

ORGANOTIKI S.A.

Tenant

12/8/1995

8/31/2009

Greece

Kallithea

Syggrou 344 & Solonos 4.

4rth Floor

ORGANOTIKI S.A.

Tenant

9/1/2000

8/31/2009

Greece

Larissa

AGB Nielsen Media

Research

SA - GREECE

Tenant

10/11/2006

10/31/2010

Greece

Patra

AGB Nielsen Media

Research

SA - GREECE

Tenant

1/1/2009

12/31/2011

Greece

Salonica

39 Aggelaki Street

ACNIELSEN COMPANY

Tenant

10/1/2008

9/30/2009

Greece

Salonica

AGB Nielsen Media

Research

SA - GREECE

Tenant

4/15/2000

3/31/2012

Hungary

Budapest

1034 Bp., Becsi Ut 120.

AGBNMR Hungary

Tenant

1/1/2008

12/31/9999

Hungary

Budapest

1146 Bp., Hermina Ut 57-59.

AGBNMR Hungary

Tenant

1/1/2008

12/31/9999

Hungary

Budapest

1149 Bp., Rona U. 120-122.

AGBNMR Hungary

Tenant

11/1/2005

10/31/9999

Hungary

Budapest

Vaci Utca 81

ACNIELSEN COMPANY

Tenant

1/1/2007

12/31/2011

Ireland

Bangor

14 Victoria Road

ACNIELSEN COMPANY

Tenant

11/1/1997

4/30/2009

Country

City

Address

Company

Position

Commence

Expiry

Ireland

Dublin

14 Riverwalk

ACNIELSEN COMPANY

Tenant

10/1/2001

9/30/2021

Ireland

Dublin

14 Riverwalk

AGB/NMR

Sub-tenant

2/28/2005

9/30/2021

Ireland

Dublin

6 Clare St

MUSIC CONTROL

Tenant

1/1/2007

1/1/2009

Israel

Herzliya Pituach

6 Hahoshlim St

BUZZ METRICS

Tenant

11/1/2008

10/31/2013

Israel

Petach Tikvah

35 Hkidma St. At Kiryat

Arye

ACNIELSEN COMPANY

Tenant

3/1/2006

2/28/2011

Italy

Milan

35 Via Tortona

NET RATINGS

Tenant

5/11/2005

5/10/2011

Italy

Milan

Via Di Vittorio 10

ACNIELSEN COMPANY

Tenant

1/1/2006

12/31/2014

Italy

Milan

Via Gonzaga, 5

MUSIC CONTROL

Tenant

1/1/2002

12/31/2013

Italy

Milan

Via Lattuada 25

BASES ITALY

Tenant

10/1/2003

9/30/2015

Italy

Milan

Via Longhena, 3a

Agb NMR s.r.l (Italy)

Tenant

9/1/2007

8/31/2019

Italy

Milan

Via Tiziano 32

AGB/NMR Holding Spa

Tenant

1/1/2006

12/31/2011

Italy

Milan

Viale Filippetti, 37 - 20122 Milano

Agb NMR s.r.l (Italy)

Tenant

7/1/2008

6/30/2014

Kazakhstan

Almaty

16 Elebekova Str.

ACNIELSEN COMPANY

Tenant

4/18/2004

12/31/2009

Latvia

Riga

Cesu Street 31, Building 1,

Fifth Floor

ACNIELSEN COMPANY

Tenant

10/12/2006

10/11/2009

Lithuania

Vilnius

A. Juozapaviciaus Street

6/2

ACNIELSEN COMPANY

Tenant

7/17/2002

4/30/2011

Macedonia

Skopje

Rampo Levkata 12

AGB Nielsen Media Research / Macedonia

Tenant

9/1/2007

9/1/2012

Macedonia

Skopje

Rampo Levkata 20

AGB Nielsen Media Research / Macedonia

Tenant

10/1/2007

1/31/2008

Netherlands

Diemen

Diemerhof 2

ACNIELSEN COMPANY

Tenant

11/1/2008

10/31/2019

Netherlands

Diemen

Diemerhof 2 (Parking)

ACNIELSEN COMPANY

Tenant

11/1/2008

6/30/2010

Netherlands

Diemen

Wisselwerking 12

THE NIELSEN COMPANY

Tenant

11/1/2008

10/31/2011

Netherlands

Haarlem

Ceylonpoort 5-25

VNU BUSINESS PUBLICATIONS

Sub-tenant

1/1/2007

12/31/2009

Netherlands

Haarlem

Ceylonpoort 5-25

THE NIELSEN COMPANY

Tenant

1/1/2000

1/1/2010

Netherlands

Hilversum

Heuvellaan 48b

MUSIC CONTROL

Tenant

5/1/2005

10/31/2010

Netherlands

N/A

AGB Netherlands C.V.

Norway

Oslo

Drammensveien 123

BV Network AS

Sub-tenant

10/16/2007

10/15/2009

Norway

Oslo

Drammensveien 123

NIELSEN MEDIA RESEARCH AS

Sub-tenant

10/16/2006

10/15/2012

Norway

Oslo

Drammensveien 123

ACNIELSEN COMPANY

Tenant

10/16/2006

10/15/2012

Poland

Warsaw

Broniewskiego 28

AGB NMR Sp. z o.o.

Tenant

May 2010

Poland

Warsaw

Marynarska Point Phase 1,

2nd And 3rd Floors

ACNIELSEN COMPANY

Tenant

7/26/2008

7/25/2015

Poland

Warsaw

Przbyszewskiego 47

AGB NMR Sp. z o.o.

Tenant

2016 (or
earlier)

Portugal

Lisbon

Rua De Donna Filipa De

Vilhena 38

ACNIELSEN COMPANY

Owner

Romania

Bucharest

4-10 Muntii Tatra

Street/75 Buzesti Street

ACNIELSEN COMPANY

Tenant

1/1/2007

12/31/2011

Russia

Abakan

Tchertogasheva St. 148

ACNIELSEN COMPANY

Tenant

1/5/2008

4/30/2009

Russia

Achinsk

Ul. Inducstrial’naya, 16

ACNIELSEN COMPANY

Tenant

9/1/2008

8/1/2009

Russia

Arkhangelsk

Ul. Timme 23

ACNIELSEN COMPANY

Tenant

1/1/2009

12/31/2009

Russia

Astrakhan

Ul.N.Ostrovskogo 124

ACNIELSEN COMPANY

Tenant

5/1/2008

3/31/2009

Russia

Barnaul

Prospect Lenina 195

ACNIELSEN COMPANY

Tenant

12/1/2008

10/31/2009

Russia

Cheboksary

Egersky Bulvar, 4

ACNIELSEN COMPANY

Tenant

7/1/2008

5/31/2009

Country

City

Address

Company

Position

Commence

Expiry

Russia

Chelyabinsk

Ul. Gagarina 9/35

ACNIELSEN COMPANY

Tenant

7/1/2003

5/31/2009

Russia

Ekaterinburg

Pr-K Kosmonaftov 11b

ACNIELSEN COMPANY

Tenant

11/1/2008

9/30/2009

Russia

Irkusk

Ul R Louxemburg 184

ACNIELSEN COMPANY

Tenant

12/1/2007

10/31/2009

Russia

Ivanovo

Ul. Pochtovaya 6 “A”, Office 202

ACNIELSEN COMPANY

Tenant

11/1/2008

4/30/2009

Russia

Izhevsk

Ul. Novoazhimova 7

ACNIELSEN COMPANY

Tenant

2/1/2007

12/31/2008

Russia

Kaliningrad

Garajnaya St. 2

ACNIELSEN COMPANY

Tenant

1/1/2009

12/31/2009

Russia

Kazan

Ul. 7th Soyousnaya 1

ACNIELSEN COMPANY

Tenant

11/1/2008

9/30/2009

Russia

Khabaravosk

Ul. Lenina 57

ACNIELSEN COMPANY

Tenant

1/1/2009

12/30/2009

Russia

Kirov

Solnechniy Proezd, 4

ACNIELSEN COMPANY

Tenant

1/7/2008

12/31/2008

Russia

Komsomolsk

Prospekt Mira 38/3

ACNIELSEN COMPANY

Tenant

1/1/2009

12/31/2009

Russia

Krasnodar

Ul Rashpilefskaya 142a

ACNIELSEN COMPANY

Tenant

1/1/2009

9/30/2009

Russia

Krasnoyarsk

Ul Krasnoyiarski Rabochyi 30a

ACNIELSEN COMPANY

Tenant

9/1/2008

8/1/2009

Russia

Magnitogorsk

Prospect Lenina 89-403

ACNIELSEN COMPANY

Tenant

12/10/2008

10/31/2009

Russia

Miass

Ul. Pavlowa 8,A

ACNIELSEN COMPANY

Tenant

3/20/2006

2/17/2009

Russia

Moscow

Ul. Tushinskaya, Building 13-15

ACNIELSEN COMPANY

Tenant

6/26/2008

5/1/2009

Russia

N Novgorog

Pr-Kt. Gagarina Ave 27

ACNIELSEN COMPANY

Tenant

9/1/2008

8/1/2009

Russia

Nakhodka

Bulvar Entuziastov, 13

ACNIELSEN COMPANY

Tenant

1/1/2009

12/31/2009

Russia

Novorossiysk

Engesla St. 7

ACNIELSEN COMPANY

Tenant

8/1/2008

5/31/2009

Russia

Novosibirsk

Kommunisticheskaya

ACNIELSEN COMPANY

Tenant

8/1/2008

8/1/2009

Russia

Omsk

Ul. B.Hmel’nickogo,244

ACNIELSEN COMPANY

Tenant

8/1/2008

6/30/2009

Russia

Orenburg

Ul. Promishlennaya 5/1

ACNIELSEN COMPANY

Tenant

6/8/2008

5/8/2009

Russia

Penza

Ul. Moskovskaya 56/34g

ACNIELSEN COMPANY

Tenant

1/1/2009

12/28/2009

Russia

Perm

Ul.Dashina 7

ACNIELSEN COMPANY

Tenant

11/1/2005

11/30/2008

Russia

Petrozavosk

Ul. Kirova 38

ACNIELSEN COMPANY

Tenant

12/1/2008

10/31/2009

Russia

Pskov

Ul.Leona Pozemskogo, 123a

ACNIELSEN COMPANY

Tenant

1/1/2009

12/31/2009

Russia

Pyatigorsk

Privokzalnaya Ploshad Z/D

Vokzala, Building 5

ACNIELSEN COMPANY

Tenant

1/1/2009

11/30/2009

Russia

Rostov Na Donu

Ul.Turgenevskaja 49,Off.5

ACNIELSEN COMPANY

Tenant

12/1/2008

10/31/2009

Russia

Ryazan

Ul Gogol 43/26

ACNIELSEN COMPANY

Tenant

3/1/2008

3/30/2009

Russia

Samara

Ul. Mirnaja 3

ACNIELSEN COMPANY

Tenant

12/1/2008

10/31/2009

Russia

Saratov

Ul. Astrahanskaya 43

ACNIELSEN COMPANY

Tenant

1/1/2009

11/30/2009

Russia

Sochi

Ul. Sverdlova, 49/2a,

Adler

ACNIELSEN COMPANY

Tenant

5/1/2008

3/31/2009

Russia

St. Petersburg

4th Sovietskaya Str. 40

ACNIELSEN COMPANY

Tenant

1/1/2009

11/30/2009

Russia

Stavropol

Ul. Krasnoflotskaya 92

ACNIELSEN COMPANY

Tenant

5/1/2008

3/31/2009

Russia

Tagil

Ul. Lebajzhinskaya 3

ACNIELSEN COMPANY

Tenant

12/1/2008

10/30/2009

Russia

Tolyati

Ul. Stepana Rasina 44

ACNIELSEN COMPANY

Tenant

10/4/2008

9/4/2009

Russia

Tula

Turgenevskaya 50 Off

403/5

ACNIELSEN COMPANY

Tenant

11/27/2008

11/25/2009

Russia

Tumen

Ul. Respubliki 207

ACNIELSEN COMPANY

Tenant

3/1/2005

11/30/2008

Russia

Ufa

Ul. 50 Let Ussr 39

ACNIELSEN COMPANY

Tenant

6/1/2008

4/30/2009

Russia

Ulyanovsk

Ul. Pushkinskaya 7

ACNIELSEN COMPANY

Tenant

5/1/2007

8/31/2009

Russia

V. Novgorod

Prospekt A. Korsunova 14a

ACNIELSEN COMPANY

Tenant

1/1/2009

12/30/2009

Russia

Vladimir

Ul. Komissarova 20

ACNIELSEN COMPANY

Tenant

1/1/2008

11/30/2008

Russia

Vladivostok

Ul. Davidova 5a

ACNIELSEN COMPANY

Tenant

1/1/2009

12/31/2009

Country

City

Address

Company

Position

Commence

Expiry

Russia

Volgograd

Prospect Lenina, 86 Office 619

ACNIELSEN COMPANY

Tenant

9/1/2008

7/31/2009

Russia

Voronezh

Ul. 20 Let Oktibria 59/3

ACNIELSEN COMPANY

Tenant

12/11/2008

11/11/2009

Russia

Yaroslavl

Tytaevskoe Av. 4a

ACNIELSEN COMPANY

Tenant

4/1/2008

2/28/2009

Serbia

Belgrade

Gavrila Principa 8

AGB NIELSEN MEDIA RESEARCH / Serbia

Tenant

1/1/2008

12/31/2008

Serbia

Belgrade

Kraljevica Marka 13

AGB NIELSEN MEDIA RESEARCH / Serbia

Tenant

1/1/2008

5/31/2009

Serbia

Belgrade

Nusiceva 16

ACNIELSEN COMPANY

Tenant

9/15/2006

9/14/2010

Slovak Republic

Bratislava

Kocelova 9 (Main Office)

ACNIELSEN COMPANY

Tenant

4/1/2004

3/1/9999

Slovenia

Ljubljana

Dunajska 122

AGB Nielsen, medijske raziskave, d.o.o.

Tenant

Slovenia

Ljubljana

Smartinska 106

ACNIELSEN COMPANY

Tenant

5/1/2008

12/31/9999

Spain

Barcelona

C/ Tarragona, 141 - 157

ACNIELSEN COMPANY

Tenant

11/16/2001

11/30/2009

Spain

Barcelona

C/ Tarragona, 149 - 157

ACNIELSEN COMPANY

Tenant

11/16/2001

11/30/2009

Spain

Madrid

C/ Salvador De Madariaga 1

ACNIELSEN COMPANY

Tenant

7/1/2007

7/1/2011

Spain

Madrid

Calle General Aranaz N 88, Bajo

NET RATINGS

Tenant

7/15/2006

7/14/2009

Spain

Madrid

Calle Jose Ortega Y Gasset 62

NIELSEN EDI

Tenant

9/1/2006

8/31/2011

Spain

Madrid

Puerta Del Sol, 6 - 3, Izq.

MUSIC CONTROL

Tenant

1/1/2008

12/31/2012

Sweden

Stockholm

Maria Skolgata 83

ACNIELSEN COMPANY

Tenant

7/1/2006

9/30/2011

Sweden

Stockholm

Maria Skolgata 83

AGB/NMR

Sub-tenant

2/28/2005

9/30/2011

Sweden

Stockholm

Maria Skolgata 83

AGBNMR Sweden

Tenant

7/1/2006

9/30/2011

Switzerland

Buochs

Nahseydi 6

AGB Nielsen Media Research MS S.A.

Tenant

12/31/2010

Switzerland

Geneva

Rue Des Acacias Ch-1211

VNU BUSINESS MEDIA SA

Tenant

5/1/2006

4/30/2011

Switzerland

Lugano

Via Calloni 1

Tenant

yearly

renewable

Switzerland

Lugano

Via Calloni 1

MEDIA INSTRUMENTS S.A.

Sub-tenant

1/1/2008

12/31/9999

Switzerland

Luzern

D4 Park 6, 6039 Root

Langenbold

ACNIELSEN COMPANY

Tenant

5/1/2007

6/30/2017

Switzerland

Zurich

Seefeldstrasse 69

NET RATINGS

Tenant

9/1/2008

8/31/2009

Turkey

Adana

Gazipasa Bulvari Cemal

Pasa Mah. No:45

ACNIELSEN COMPANY

Tenant

6/1/2008

5/31/2009

Turkey

Ankara

Mesrutiyet Mah. Korur

Sok 49/7 Cankaya

ACNIELSEN COMPANY

Tenant

5/1/2009

5/1/2010

Turkey

Istanbul

Back-Up Reference Site -

Uskudar, Selimiye Camii Sok. 11 Istanbul

AGB Nielsen Mdi Research Piyasa Arastirma Hizmetleri A.S.

Tenant

4/1/2007

4/1/2010

Turkey

Istanbul

Office - Kadikoy,

Josuyolu,Katip Salih Sok.

116 Istanbul

AGB Nielsen Mdi Research

Piyasa Arastirma Hizmetleri A.S.

Tenant

1/1/2001

12/31/2010

Turkey

Istanbul

Ruzgarlibahce District.

Cumhuriyet St. Acarlar

Business Center. C Block No: 12 Floors 1-2-3-4

Kavacik 34805

ACNIELSEN COMPANY

Tenant

3/22/2008

3/21/2013

Turkey

Izmir

Mahmut Esat Bozkurt Cd

1442 Dk No:33 Kat:1 D1 Alsancak

ACNIELSEN COMPANY

Tenant

12/1/2008

11/30/2009

Country

City

Address

Company

Position

Commence

Expiry

Turkey

Samsun

Kylycdede Mah. Saadet Cd.,

Apt No:114/2

ACNIELSEN COMPANY

Tenant

11/1/2008

10/30/2009

Ukraine

Kiev

4 Ivana Lepse Building,

4th Floor

ACNIELSEN COMPANY

Tenant

9/1/2007

7/25/2010

Ukraine

Kiev

4 Ivana Lepse Building,

5th Floor (Storage)

ACNIELSEN COMPANY

Tenant

9/1/2007

7/25/2010

United Kingdom

Barnsley, South Yorkshire

Wilthorpe Road, Unit 1f

ACNIELSEN COMPANY

Tenant

8/1/1991

7/31/2011

United Kingdom

Birmingham

10 Holliday Street

ACNIELSEN COMPANY

Tenant

11/25/2003

8/31/2012

United Kingdom

Bracknell

The Ring

NIELSEN MEDIA RESEARCH

Tenant

10/23/2002

10/24/2013

United Kingdom

Chippenham

Unit 2 Avon Reach

DECISIONS MADE EASY

Tenant

5/1/2000

4/30/2010

United Kingdom

Chippenham

Unit 5 Avon Reach

DECISIONS MADE EASY

Tenant

3/29/2003

3/28/2009

United Kingdom

Chippenham

Unit 6 Avon Reach

DECISIONS MADE EASY

Tenant

5/1/2004

4/30/2014

United Kingdom

Chippenham

Unit 9 Avon Reach

DECISIONS MADE EASY

Tenant

9/1/2006

8/31/2009

United Kingdom

Harrogate, N. Yorks

1 Windsor Court Cornwall Road

ACNIELSEN COMPANY

Tenant

5/9/2006

4/1/2011

United Kingdom

London

189 Shaftesbury Ave.

NIELSEN BUSINESS MEDIA, INC.

Tenant

11/2/2000

3/24/2012

United Kingdom

London

60 Strand

AGB NIELSEN MEDIA RESEARCH

Tenant

9/29/2008

9/28/2013

United Kingdom

London

77 St John Street

NET RATINGS

Tenant

12/1/2008

5/31/2009

United Kingdom

Newport

Clarence Place

ACNIELSEN COMPANY

Tenant

10/1/2008

9/30/2009

United Kingdom

Oxford

London Road, Headington

ACNIELSEN COMPANY

Owner

United Kingdom

Royston

Tey House, Market Hill

NMRI - GLOBAL

Tenant

11/21/1990

11/20/2011

United Kingdom

Stevenage Hertfordshire

89 95 Queensway

BOOK DATA LTD

Tenant

12/22/1986

12/21/2011

United Kingdom

Twickenham Tw1 1lr

1 Chertsey Road

BOOK DATA LTD

Tenant

8/1/1999

7/31/2014

United Kingdom

Woking Surrey

62 Goldsworth Road

BOOK DATA LTD

Tenant

12/24/2003

12/23/2013

Argentina

Buenos Aires

Tucuman 342/44/48

ACNIELSEN COMPANY

Tenant

1/1/2006

3/1/2010

Argentina

Ciudad De Bahia Blanca

Portugal 579

ACNIELSEN COMPANY

Tenant

11/1/2008

10/31/2011

Argentina

Cordoba

Rodriguez Pena 83

ACNIELSEN COMPANY

Tenant

10/1/2008

9/30/2011

Argentina

Godoy Cruz

Rivadavia 666

ACNIELSEN COMPANY

Tenant

7/1/2007

6/30/2010

Argentina

Mar Del Plata

Rodriguez Pena 2698

ACNIELSEN COMPANY

Tenant

5/1/2009

4/30/2012

Argentina

Neuquen

Libertad 176 Piso 1

ACNIELSEN COMPANY

Tenant

2/1/2007

1/31/2010

Argentina

Resistencia

Castelli 78 1 Piso

ACNIELSEN COMPANY

Tenant

12/1/2003

11/30/2009

Argentina

Rosario

San Lorenzo 1333 Piso 3

Dto A

ACNIELSEN COMPANY

Tenant

7/1/2008

6/30/2011

Argentina

Salta

Pueyrredon 1031, 7 Piso

ACNIELSEN COMPANY

Tenant

9/1/2008

8/31/2010

Argentina

San Miguel De Tucuman

Belgrano N 3220

ACNIELSEN COMPANY

Tenant

12/1/2008

11/30/2011

Country

City

Address

Company

Position

Commence

Expiry

Argentina

Santa Fe

Francia 3315 Planta Baja

ACNIELSEN COMPANY

Tenant

4/1/2007

3/30/2010

Brazil

Bauru

Rua Aplheu Ribas

Sampaio, No 3-26, Room 201

ACNIELSEN COMPANY

Tenant

4/1/2008

3/31/2010

Brazil

Belém

Av. Magalhães Barata, 651 Room 311

ACNIELSEN COMPANY

Tenant

5/21/2008

5/20/2009

Brazil

Belo Horizonte

Rua Pernambuco, 1002

Room 301 - Savassi

ACNIELSEN COMPANY

Tenant

5/1/2008

4/30/2010

Brazil

Brasilia

Scs-Setor Comercial Sul -

Quadra 06 - Room 01 And 02 Bloco A

ACNIELSEN COMPANY

Tenant

10/13/2008

10/12/2009

Brazil

Campinas

Rua Sebastiao De Souza

205 - Room 104

ACNIELSEN COMPANY

Tenant

3/25/2009

3/25/2010

Brazil

Campinas

Rua Sebastiao De Souza

205 - Rooms 101 102

ACNIELSEN COMPANY

Tenant

3/25/2009

3/25/2010

Brazil

Campo Grande

Rua Treze De Maio, 2500

(Room 901 & 902)

ACNIELSEN COMPANY

Tenant

5/1/2008

4/30/2010

Brazil

Cotia

Rua Monte Castelo, 55

(Km 22.5 Rod. Raposo Tavares

NIELSEN BUSINESS MEDIA, INC.

Tenant

10/15/2005

12/31/9999

Brazil

Cotia

Rua Monte Castelo, 55

(Km 22.5 Rod. Raposo Tavares

ACNIELSEN COMPANY

Owner

Brazil

Curitíba

Rua Santa Catarina, 65

Rooms 701a And 702a

ACNIELSEN COMPANY

Tenant

8/1/2006

7/31/2009

Brazil

Florianópolis

Rua Tiradentes 02

Rooms 201, 202 - Sao Jose

ACNIELSEN COMPANY

Tenant

2/1/2008

1/31/2010

Brazil

Fortaleza

Rua Dr. Jose Lourenco No 870 -

Rooms 905, 906, 907 And 908 - Aldeota

ACNIELSEN COMPANY

Tenant

2/1/2007

2/1/2010

Brazil

Goiania

Rua Dezoito, 110 Centro

(701)

ACNIELSEN COMPANY

Tenant

10/1/2006

10/1/2009

Brazil

Goiania

Rua Dezoito, 110 Centro

(702)

ACNIELSEN COMPANY

Tenant

5/1/2008

4/30/2010

Brazil

Maceio

Av. Governador Osman

Loureiro N 171 - Room 01

ACNIELSEN COMPANY

Tenant

5/1/2008

5/1/2010

Brazil

Porto Alegre

Av. Carlos Gomes, 466,

Cj.601

ACNIELSEN COMPANY

Tenant

12/1/2005

11/30/2009

Brazil

Recife

Av. Conde De Boa Vista,

1412 - Room 601, 602, 603 And 604 - Boa Vista

ACNIELSEN COMPANY

Tenant

8/1/2006

7/30/2009

Brazil

Riberao Preto

Avenida Portugal N 1.740 -

Cj.62

ACNIELSEN COMPANY

Tenant

5/28/2003

6/30/2009

Brazil

Rio De Janeiro

Av. Rio Branco,128 - 2.0

Andar - Centro

ACNIELSEN COMPANY

Tenant

2/1/2006

1/30/2011

Brazil

Rio De Janeiro

Rua Santa Cecilia N. 984 -

Room 402 Bangu

ACNIELSEN COMPANY

Tenant

5/1/2009

4/30/2010

Brazil

Rio De Janeiro

Rua Sete De Setembro,

111 - Parking 2705

ACNIELSEN COMPANY

Tenant

7/1/2008

6/30/2009

Brazil

Rio De Janeiro

Rua Sete De Setembro,

111 - Parking 2707

ACNIELSEN COMPANY

Tenant

7/1/2008

6/30/2009

Brazil

Rio De Janeiro

Rua Sete De Setembro,

111 - Parking 2711

ACNIELSEN COMPANY

Tenant

3/1/2009

2/28/2010

Brazil

Rio De Janeiro

Rua Sete De Setembro,

111 - Parking 310 And 311

ACNIELSEN COMPANY

Tenant

3/1/2009

2/28/2010

Brazil

Rio De Janeiro

Rua Sete De Setembro,

111 - Parking 312 And 3006

ACNIELSEN COMPANY

Tenant

3/1/2009

2/28/2010

Country

City

Address

Company

Position

Commence

Expiry

Brazil

Salvador

Av. Tancredo Neves, 3343,

Room 705

ACNIELSEN COMPANY

Tenant

1/8/2007

1/7/2010

Brazil

Salvador

Av. Tancredo Neves, 3343,

Room 706

ACNIELSEN COMPANY

Tenant

1/8/2007

1/7/2010

Brazil

Sao Paulo

Rua Capote Valente, 467

Apto 64

ACNIELSEN COMPANY

Tenant

12/7/2007

6/6/2010

Brazil

Sao Paulo

Rua Do Paraíso, 139

Room 51

ACNIELSEN COMPANY

Tenant

5/10/2008

5/9/2009

Brazil

São Paulo

Rua Alfredo Guedes, 72 -

Cj.91, 92, 93 Santana

ACNIELSEN COMPANY

Tenant

4/5/2004

4/5/2010

Brazil

São Paulo

Rua Cantagalo, 785 - Tatuape

ACNIELSEN COMPANY

Tenant

7/1/2007

6/30/2009

Brazil

Vila Velha

Av. Carioca 353 - Room 1501

ACNIELSEN COMPANY

Tenant

3/10/2007

3/9/2010

Brazil

Vila Velha

Av. Carioca, 353 - Room 1502

ACNIELSEN COMPANY

Tenant

3/10/2007

3/9/2010

Brazil

Vila Velha

Av. Carioca, 353 - Room 1503

ACNIELSEN COMPANY

Tenant

3/10/2007

3/9/2010

Chile

Antofagasta

Arturo Prat 461

ACNIELSEN COMPANY

Tenant

11/1/2008

11/1/2010

Chile

Antofagasta

Arturo Prat 461 Edif.

Segundo Gomez

ACNIELSEN COMPANY

Tenant

11/1/2008

11/1/2010

Chile

Arica

Baquedano 731

ACNIELSEN COMPANY

Tenant

1/1/2005

1/1/2010

Chile

Concepcion

Rengo 94

ACNIELSEN COMPANY

Tenant

9/1/2003

9/1/2009

Chile

Iquique

Sotomayor 625

ACNIELSEN COMPANY

Tenant

1/15/2006

1/15/2010

Chile

La Serena

Cordovez 588

ACNIELSEN COMPANY

Tenant

8/30/2003

3/27/2009

Chile

Santiago

Avenida Tajamar 183

ACNIELSEN COMPANY

Tenant

8/1/2008

7/31/2010

Chile

Santiago

Juan De Dios Vial Correa 4239/Penalolen

ACNIELSEN COMPANY

Tenant

6/28/1999

5/12/2009

Chile

Santiago

Las Perdices 997/La Reina

ACNIELSEN COMPANY

Tenant

10/1/2008

9/30/2009

Chile

Santiago

Obispo Donoso 9 Y 9a

ACNIELSEN COMPANY

Tenant

5/23/2007

5/23/2009

Chile

Talca

1 Norte 801

ACNIELSEN COMPANY

Tenant

9/1/2008

9/1/2010

Chile

Temuco

Andres Bello 765

ACNIELSEN COMPANY

Tenant

10/1/2003

10/1/2009

Chile

Viña Del Mar

Arlegui 333

ACNIELSEN COMPANY

Tenant

4/1/2007

4/1/2009

Colombia

Barranquilla

Carrera 52 N. 72-152 Of 202

ACNIELSEN COMPANY

Tenant

8/1/2007

7/31/2009

Colombia

Bogota

Calle 100 #9a-45,

Pisos 9, 10 & 11 T 2

ACNIELSEN COMPANY

Tenant

11/16/2004

11/15/2009

Colombia

Bogota

Calle 100 #9a-45,

Pisos 9, 10 & 11 T 2

ACNIELSEN COMPANY

Tenant

1/1/2005

12/31/2009

Colombia

Bucaramanga

Calle 51 No. 35-28 Of.

407-408-409 Cc Cabeccera

Iii Etapa

ACNIELSEN COMPANY

Tenant

6/1/2007

12/31/2010

Colombia

Cali

Calle 6 Norte N. 2n-36 Torre B

ACNIELSEN COMPANY

Tenant

11/1/2008

10/31/2010

Colombia

Medellin

Calle 7 Sur No 42-70

Torre 2 Piso 9

ACNIELSEN COMPANY

Tenant

11/1/2007

10/31/2012

Colombia

Pereira

Cra 7a N. 19-28,

1403-1405

ACNIELSEN COMPANY

Tenant

1/30/2008

1/29/2010

Costa Rica

San Jose

Sabana Sur, De La

Contraloria General De La Republica,

300 Mts Sur Y

25 Mts Este

ACNIELSEN COMPANY

Tenant

9/14/2004

9/30/2010

Dominican Repub

Santo Domingo

138 Pedro Henriquez Urena

ACNIELSEN COMPANY

Tenant

7/17/2006

7/17/2009

Dominican Repub

Santo Domingo

Local 13-B Plaza Castilla

Abraham Lincoln Avenue

Corner Lope De Vega Avenue, Piantini

ACNIELSEN COMPANY

Tenant

3/17/2007

7/17/2009

Country

City

Address

Company

Position

Commence

Expiry

Dominican Republic

Santo Domingo

Av. John F. Kennedy P.1 And P.4

AGB-CDI Dominicana

Tenant

12/5/2007

12/5/2010

El Salvador

Calle Nueva No.1 36-70 Colonia Escalón

ACNIELSEN COMPANY

Tenant

12/1/2007

11/30/2012

Guatemala

5ta Avenida, 5-55, Zona 14, Europlaza World Business Center, Torre 3, Nivel 4

ACNIELSEN COMPANY

Tenant

2/8/2008

2/7/2013

Guatemala

Quetzaltenango

20 Ave. 1-20 Zona 3

ACNIELSEN COMPANY

Tenant

7/1/2009

6/30/2012

Honduras

San Pedro Sula

5ta Calle 5 Y6 Ave So Edif Gamez Panchame 8

ACNIELSEN COMPANY

Tenant

3/31/2008

3/30/2009

Honduras

Tegucigalpa

Boulevar Suyapa Colonia Florencia Sur Edif.Florencia 4º

ACNIELSEN COMPANY

Tenant

3/1/2009

2/28/2010

Mexico

Acapulco, Guerrero

Calle 3 No. 57 Col. Bella Vista C.P.

ACNIELSEN COMPANY

Tenant

1/1/2009

12/31/2009

Mexico

Cd Juarez

Av. Lopez Mateos # 2022

ACNIELSEN COMPANY

Tenant

1/1/2009

12/31/2009

Mexico

Celaya

Villa De Guadalupe 408b, Col. Villas De La Hacienda

ACNIELSEN COMPANY

Tenant

1/1/2009

12/31/2009

Mexico

Chihuahua

Calle 32 Y Melchor Guaspe Num 3200-B Col Dale

ACNIELSEN COMPANY

Tenant

1/1/2009

6/30/2009

Mexico

Cuernavaca

Av.Chapultepec No.17 Col.Ampliacion Chapultepec

ACNIELSEN COMPANY

Tenant

1/1/2009

12/31/2009

Mexico

Culiacan

Blvd Enrique Cabrera Esq Republica De Honduras No 2824 Col Humaya

ACNIELSEN COMPANY

Tenant

1/1/2009

12/31/2009

Mexico

Gomez Palacio

Av. Santiago Lavin #428 Ote,. Depto 4

ACNIELSEN COMPANY

Tenant

1/1/2009

12/31/2009

Mexico

Hermosillo

Av. Costa Del Sol No. 12 Fracc. Costa Del Sol

ACNIELSEN COMPANY

Tenant

1/1/2009

12/31/2009

Mexico

La Paz

Andador Renovacion #134, Col. Solidaridad Infonavit

ACNIELSEN COMPANY

Tenant

1/1/2009

12/31/2009

Mexico

Leon

Independencia #728-3

ACNIELSEN COMPANY

Tenant

1/1/2009

1/1/2010

Mexico

Merida

Calle 44 No. 488 Frac. Los Pinos

ACNIELSEN COMPANY

Tenant

1/1/2009

12/31/2009

Mexico

Mexico City

Blvd. Avila Camacho 191, 5th Floor

BBI MARKETING SERV INC

Tenant

11/1/2004

10/31/2009

Mexico

Mexico City

Blvd. Avila Camacho 191, 5th Floor 503

ACNIELSEN COMPANY

Tenant

10/1/2008

9/30/2011

Mexico

Mexico City

Blvd. Avila Camacho 191,7th & 8th Floors

ACNIELSEN COMPANY

Owner

1/1/1989

12/31/9999

Mexico

Mexico City

Blvd. Avila Camacho 191,Ground Flr

ACNIELSEN COMPANY

Tenant

6/1/2004

5/31/2010

Mexico

Monterrey

Av. Revolucion #643 Sur, Col. Jardin Espanol

ACNIELSEN COMPANY

Tenant

9/1/2007

8/31/2009

Mexico

Morelia

Bucareli 1014 Int 3-4 Col. Vasco De Quiroga C.P.

ACNIELSEN COMPANY

Tenant

1/1/2009

12/31/2009

Mexico

Piedras Negras

Paseo De Las Artes # 204, Res. Tecnologico

ACNIELSEN COMPANY

Tenant

1/1/2009

12/31/2009

Mexico

Puebla

Privada De Compostela 5307 Depto 2 Col. Las Palmas

ACNIELSEN COMPANY

Tenant

7/16/2008

7/15/2009

Country

City

Address

Company

Position

Commence

Expiry

Mexico

Queretaro

Luis G Urbina 216 Col Uh

Plutarco E Calles

ACNIELSEN COMPANY

Tenant

1/1/2009

12/31/2009

Mexico

Reynosa

Rio Alamo No. 130 Col.

Longoria

ACNIELSEN COMPANY

Tenant

1/1/2009

12/31/2009

Mexico

Saltillo

Fray Alonso De

Montesinos No 155 Col Agua Azul

ACNIELSEN COMPANY

Tenant

1/1/2009

12/31/2009

Mexico

San Luis Potosi

Enrico Martinez No 133-B

Col Virreyes

ACNIELSEN COMPANY

Tenant

1/1/2009

12/31/2009

Mexico

Tampico

Carretera Tampico-Mante

No. 124 Planta Alta Col.

Mexico

ACNIELSEN COMPANY

Tenant

1/1/2009

12/31/2009

Mexico

Tijuana

Av. 32 Sur #312, Frac. Los

Pinos Agueros

ACNIELSEN COMPANY

Tenant

1/1/2009

12/31/2009

Mexico

Toluca

Calle San Sebastian

No 108-A Col La Magdalena

ACNIELSEN COMPANY

Tenant

1/1/2008

12/31/2008

Mexico

Tuxtla Gutierrez

Catazja #33 Manz. 5 Frac. Las Torres

ACNIELSEN COMPANY

Tenant

1/1/2009

12/31/2009

Mexico

Vera Cruz

Av Constituyentes Norte

No 930-B

ACNIELSEN COMPANY

Tenant

7/1/2008

6/30/2009

Mexico

Villa Hermosa

Primavera #100, Altos

101, Col. Centro

ACNIELSEN COMPANY

Tenant

1/1/2009

12/31/2009

Mexico

Zapopan

Av. Vallarta 6503, Centro

Comercial Concentro

ACNIELSEN COMPANY

Tenant

2/1/2009

1/31/2010

Nicaragua

Managua

De Mansion Teodolinda 2

Cuadras Al Sur 10 Varas

Abajo #310,

Bolonia- Managua

ACNIELSEN COMPANY

Tenant

7/9/2007

7/8/2010

Panama

Chitre

Local 11 Centro Comercial Plaza Azuero- Via Carmelo Spadafora Provincia De Herrera

Distrito De Chitre

ACNIELSEN COMPANY

Tenant

10/15/2007

10/14/2011

Panama

David

Calle 4 Edificio

Compostela 2do Piso Oficina 7

ACNIELSEN COMPANY

Tenant

1/30/2007

1/30/2010

Panama

Panama City

Calle Aquilino De La

Guardia Y La Avenida

Balboa - 2 Piso Centro Comercial Galeria Balboa

ACNIELSEN COMPANY

Tenant

10/1/2007

9/30/2010

Puerto Rico

Sabana Grande

Street 102, Orlando Lopez

Avenue

ACNIELSEN COMPANY

Tenant

11/1/2006

10/11/2009

Puerto Rico

San Juan

117 Eleanor Roosevelt

Avenue

ACNIELSEN COMPANY

Tenant

1/1/2005

12/31/2009

Uruguay

Montevideo

Constituyente Ave 1467

Of. 2201

ACNIELSEN COMPANY

Tenant

1/1/2008

12/31/2009

Venezuela

Barquisimeto

Av. 20 Entre Calle 39 Y 40 Cc. Comercio Piso 1

Oficina 14

ACNIELSEN COMPANY

Tenant

7/1/2004

10/31/2008

Venezuela

Caracas

Av. San Francisco Y Calle

Santa Rosa, Torre

California, 6a, 6c, 6e, 6g, 6i, 6k And 6b, 6d

AGB PAN. VZLA MEDICION S.A.

Tenant

April 2008

March 2010

Venezuela

Caracas

Av. San Francisco, Torre

California, Piso 4

AGB PAN. VZLA MEDICION S.A.

Tenant

October 2007

April 2009

Venezuela

Caracas

Comedor- Ave. Jose Maria

Vargas Torre Del Colegio Piso 10 Stana Fe Norte, Baruta

ACNIELSEN COMPANY

Tenant

1/1/2005

12/31/2009

Country

City

Address

Company

Position

Commence

Expiry

Venezuela

Caracas

Piso 10 - Av. Jose Maria

Vargas Torre Del Colegio

Piso 10 Santa Fe Norte,

Baruta

ACNIELSEN COMPANY

Tenant

1/1/2005

12/31/2009

Venezuela

Caracas

Piso 11- Av. Jose Maria

Vargas Torre Del Colegio

Piso 10 Santa Fe Norte, Baruta

ACNIELSEN COMPANY

Tenant

1/1/2005

12/31/2009

Venezuela

Caracas

Piso 9- Av. Jose Maria

Vargas Torre Del Colegio Piso 10 Santa Fe Norte, Baruta

ACNIELSEN COMPANY

Tenant

1/1/2005

12/31/2009

Venezuela

Caracas

San Martin- Av. San

Martin Esq. Con Av.

Santander Cc. Maracaibo Nivel 1 Oficina 14

ACNIELSEN COMPANY

Tenant

3/12/1996

12/31/2009

Venezuela

Maracaibo

Maracaibo- Sector Cerros

De Marin Calle 67 Av. 5

De Julio Con Av. 3c Edif.

Los Cerros Piso 10. Local

A Y B

ACNIELSEN COMPANY

Tenant

10/1/1997

12/31/2009

Venezuela

Puerto La Cruz

Puerto La Cruz- Av. 5 De

Julio Edificio Los Angeles

Piso 6. Local 6-B

ACNIELSEN COMPANY

Tenant

1/1/1994

1/1/2010

Venezuela

Puerto Ordaz

Calle La Urbana, C.C.

Doña Delia Piso 2. No. 2-03.

Municipio Caroní.

ACNIELSEN COMPANY

Tenant

12/1/2008

12/1/2009

Venezuela

San Cristobal

Septima Avenida Con

Calle 8. Edif. Lido Piso 7

Local 7-1

ACNIELSEN COMPANY

Tenant

6/1/2008

5/31/2009

Venezuela

Valencia

Valencia- Av. Cedeno Con

Av. 102 Torre Empresarial

Piso 12 Oficina B

ACNIELSEN COMPANY

Tenant

1/1/2009

12/31/2009

Canada

Calgary

6715-8 Street Ne

ACNIELSEN COMPANY

Tenant

6/1/2006

5/31/2011

Canada

Missisauga

5925 Airport Road Suite

200

Nielsen Mobile, LLC

Tenant

1/1/2009

1/1/2010

Canada

Montreal

1111 Dr Frederick Phillips

Blvd

ACNIELSEN COMPANY

Tenant

2/1/2007

1/31/2012

Canada

Toronto

160 Mcnabb Street,

Markham

BBM

Sub-tenant

9/1/2006

8/31/2009

Canada

Toronto

160 Mcnabb Street,

Markham

ACNIELSEN COMPANY

Tenant

12/24/2003

12/31/2038

Canada

Toronto

Suite 860, 20 Toronto Street

THE NIELSEN COMPANY (US), LLC

Tenant

1/1/2009

12/31/2013

Canada

Vancouver

6011 Westminster Highway

ACNIELSEN COMPANY

Tenant

10/1/2004

9/30/2009

United States

Bentonville

609 S.W. 8th Street

The Nielsen Company (US), LLC (f/k/a AC Nielsen (US), Inc.

Tenant

6/1/2007

8/31/2012

United States

Benicia

1001 Madison Street

NIELSEN MEDIA RESEARCH (MERGED INTO THE NIELSEN COMPANY (US), LLC)

Tenant

8/1/2007

7/31/2010

United States

Fremont

39141 Civic Center Drive

The Nielsen Company (US),

LLC (f/k/a AC Nielsen (US), Inc.

Tenant

1/1/2007

2/29/2012

United States

Garden Grove

12425 Lewis Street

NIELSEN MEDIA RESEARCH (MERGED INTO THE NIELSEN COMPANY (US), LLC)

Tenant

10/1/2008

9/30/2011

Country

City

Address

Company

Position

Commence

Expiry

United States

Los Angeles

11835 West Olympic Boulevard

NIELSEN BUSINESS MEDIA, INC.

Tenant

9/1/2006

11/30/2013

United States

Los Angeles

1801 Century Park West

NIELSEN IAG, INC.

Tenant

5/31/2009

United States

Los Angeles

2029 Century Park East

NIELSEN IAG, INC.

Tenant

9/1/2006

8/31/2009

United States

Los Angeles

2049 Century Park East

IMG WORLDWIDE, INC.

Sub-tenant

5/29/2008

1/30/2010

United States

Los Angeles

2049 Century Park East

RADIO & RECORDS, INC (MERGED INTO THE NIELSEN COMPANY (US), LLC)

Tenant

3/1/2005

1/31/2010

United States

Los Angeles

5055 Wilshire Boulevard

TNC (US) Holdings, Inc. (f/k/a The Nielsen Company (US), Inc.)

Tenant

11/1/2002

10/31/2017

United States

Los Angeles

6255 Sunset Boulevard

TNC (US) Holdings, Inc. (f/k/a The Nielsen Company (US), Inc.)

Tenant

12/1/2003

11/30/2013

United States

Milpitas

890 Hillview Court

NET RATINGS

Tenant

5/1/2008

3/31/2010

United States

San Diego

9276 Scranton Road

TNC (US) Holdings, Inc. (f/k/a The Nielsen Company (US), Inc.)

Tenant

8/16/2008

2/29/2016

United States

San Francisco

101 Green Street

Nielsen Mobile, LLC

Tenant

11/15/2001

10/31/2010

United States

San Francisco

365 Main Street

Nielsen Mobile, LLC

Tenant

12/1/2008

11/30/2009

United States

San Francisco

Two Embarcadero Center

NIELSEN MEDIA RESEARCH (MERGED INTO THE NIELSEN COMPANY (US), LLC)

Tenant

12/1/1999

12/31/2009

United States

San Francisco

Two Embarcadero Center

BLACK LETTER DISCOVERY

Sub-tenant

4/1/2009

12/30/2009

United States

San Juan Capistrano

31910 Del Obispo

NIELSEN BUSINESS MEDIA, INC.

Tenant

1/1/2006

12/31/2010

United States

Denver

7475 Dakin Street

NIELSEN MEDIA RESEARCH (MERGED INTO THE NIELSEN COMPANY (US), LLC)

Tenant

8/1/2008

12/31/2009

United States

Shelton

2 Trap Falls Road

MONITOR PLUS (NMR)

Tenant

1/1/2004

12/31/2010

United States

Stamford

600 Summer Street, 5th Floor

The Nielsen Company (US), LLC (f/k/a AC Nielsen (US), Inc.

Tenant

1/1/2008

11/30/2012

United States

Westport

55 Greens Farm Road

THE NIELSEN COMPANY (US), LLC

Tenant

7/1/2003

4/30/2012

United States

Wilton

45 Danbury Road

THE NIELSEN COMPANY (US), LLC

Tenant

2/1/2008

3/31/2012

United States

Wilton

45 Danbury Road

The Nielsen Company (US), LLC (f/k/a AC Nielsen (US), Inc.)

Tenant

5/1/2004

3/31/2012

Country

City

Address

Company

Position

Commence

Expiry

United States

Washington

1317 F Street, Nw

NIELSEN MEDIA RESEARCH (MERGED INTO THE NIELSEN COMPANY (US), LLC)

Tenant

1/27/2005

1/31/2010

United States

Washington

910 Seventeenth Street

YOUNG DEMOCRATS OF AMERICA

Sub-tenant

1/15/2008

8/30/2009

United States

Washington

910 Seventeenth Street

NIELSEN BUSINESS MEDIA, INC.

Tenant

9/1/2006

8/31/2009

United States

Coral Springs

12350 Northwest 39th Street

CONSUMER RESEARCH SVCS (MERGED INTO THE NIELSEN COMPANY (US),

LLC)

Tenant

3/1/1997

2/28/2010

United States

Dunedin

1659 Virginia Street

NIELSEN MEDIA RESEARCH (MERGED INTO THE NIELSEN COMPANY (US), LLC)

Tenant

4/1/1997

3/31/2012

United States

Jacksonville

3955 Riverside Ave.

TNC (US) Holdings, Inc. (f/k/a The Nielsen Company (US), Inc.)

Tenant

9/1/2008

8/31/2009

United States

Oldsmar

501 Brooker Creek Boulevard

NIELSEN MEDIA RESEARCH (MERGED INTO THE NIELSEN COMPANY (US), LLC)

Tenant

12/19/2002

12/18/2038

United States

Oldsmar

501 Brooker Creek Boulevard

NIELSEN MEDIA RESEARCH (MERGED INTO THE NIELSEN COMPANY (US), LLC)

Tenant

12/31/2003

12/18/2038

United States

Oldsmar

580 Corporate Center, 4027 Tampa Road

TNC (US) Holdings, Inc. (f/k/a The Nielsen Company (US), Inc.)

Tenant

12/1/2008

10/31/2013

United States

Oldsmar

700 Brooker Creek Boulevard

NIELSEN MEDIA RESEARCH (MERGED INTO THE NIELSEN COMPANY (US), LLC)

Tenant

8/1/2005

7/31/2009

United States

Oldsmar

700 Brooker Creek Boulevard

NIELSEN MEDIA RESEARCH (MERGED INTO THE NIELSEN COMPANY (US), LLC)

Tenant

12/1/2004

11/30/2014

United States

Oldsmar

Undeveloped Land

NIELSEN MEDIA RESEARCH (MERGED INTO THE NIELSEN COMPANY (US), LLC)

Owner

United States

Sarasota

6000 Cattleridge Drive

CONSUMER RESEARCH SVCS (MERGED INTO THE NIELSEN COMPANY (US), LLC)

Tenant

3/1/2006

2/28/2011

United States

Sunrise

1083 Shotgun Road

SAWGRASS COMMUNITY CHURCH OF GOD

Sub-tenant

12/4/2008

6/29/2009

United States

Sunrise

1083 Shotgun Road

NIELSEN MEDIA RESEARCH (MERGED INTO THE NIELSEN COMPANY (US), LLC)

Tenant

7/1/2004

6/30/2009

Country

City

Address

Company

Position

Commence

Expiry

United States

Tampa

15436 & 15438 N. Florida Ave

NIELSEN MEDIA RESEARCH (MERGED INTO THE NIELSEN COMPANY (US), LLC)

Tenant

9/17/2006

8/31/2011

United States

Venice

1080 Knights Trail

NIELSEN MEDIA RESEARCH (MERGED INTO THE NIELSEN COMPANY (US), LLC)

Tenant

4/1/2007

3/31/2012

United States

Alpharetta

1145 Sanctuary Park

TNC (US) Holdings, Inc. (f/k/a The Nielsen Company (US), Inc.)

Tenant

9/1/2004

3/31/2011

United States

Norcross

3091 Governors Lake Parkway

SOURCE BROADBAND SERVICES, LLC

Sub-tenant

11/1/2008

5/30/2011

United States

Norcross

3091 Governors Lake Parkway

CLARITAS, INC. (merged into THE NIELSEN COMPANY (US), LLC)

Tenant

11/7/2005

5/31/2011

United States

Arlington Heights

3426 N Old Arlington Heights Rd

NIELSEN MEDIA RESEARCH (MERGED INTO THE NIELSEN COMPANY (US), LLC)

Tenant

12/1/2008

11/30/2011

United States

Chicago

200 W Jackson Boulevard

AIDS FOUNDATION OF CHICAGO

Sub-tenant

6/1/2009

8/30/2014

United States

Chicago

200 W Jackson Boulevard

INSTEP SOFTWARE, LLC

Sub-tenant

12/1/2008

8/30/2014

United States

Chicago

200 W Jackson Boulevard

TNC (US) Holdings, Inc. (f/k/a The Nielsen Company (US), Inc.)

Tenant

6/1/1999

8/31/2014

United States

Chicago

227 West Monroe Street

THE CAMBRIDGE GROUP, INC.

Tenant

7/1/2003

9/29/2013

United States

Glenview

2700 Patriot Boulevard

The Nielsen Company (US), LLC (f/k/a AC Nielsen (US), Inc.)

Tenant

1/1/2003

4/30/2013

United States

Schaumburg

150 North Martingale Road

The Nielsen Company (US), LLC (f/k/a AC Nielsen (US), Inc.)

Tenant

5/1/2009

4/30/2014

United States

Schaumburg

150 North Martingale Road

The Nielsen Company (US), LLC (f/k/a AC Nielsen (US), Inc.

Tenant

1/1/2005

12/31/2019

United States

Schaumburg

200 North Martingale Road

TNC (US) Holdings, Inc. (f/k/a The Nielsen Company (US), Inc.)

Tenant

8/11/2008

11/30/2009

United States

Covington

50 West Rivercenter Blvd

The Nielsen Company (US), LLC (f/k/a AC Nielsen (US), Inc.

Tenant

3/1/2001

2/28/2013

United States

Erlanger

1390 Donaldson Road Center

THE NIELSEN COMPANY (US), LLC

Tenant

11/1/2005

10/31/2025

United States

Radcliff

555 W. Lincoln Trail Boulevard

NIELSEN MEDIA RESEARCH (MERGED INTO THE NIELSEN COMPANY (US), LLC)

Tenant

1/1/2005

12/31/2009

United States

Boston

101 Federal Street

The Nielsen Company (US), LLC (f/k/a AC Nielsen (US), Inc.)

Tenant

7/22/2006

7/31/2011

United States

Westford

Westford Office Park, 239 Littleton Road

TNC (US) HOLDINGS, INC.

Tenant

11/19/2008

1/31/2012

Country

City

Address

Company

Position

Commence

Expiry

United States

Rockville

1395 Piccard Drive

NIELSEN MEDIA RESEARCH (MERGED INTO THE NIELSEN COMPANY (US), LLC)

Tenant

8/8/2008

3/31/2011

United States

Livonia

39111 West Six Mile Road

NIELSEN IAG, INC.

Tenant

8/1/2008

7/31/2009

United States

Livonia

39111 West Six Mile Road

NIELSEN IAG, INC.

Tenant

8/1/2008

7/31/2009

United States

Livonia

39111 West Six Mile Road

NIELSEN IAG, INC.

Tenant

8/1/2008

7/31/2009

United States

Southfield

27600 Northwestern Hwy

NIELSEN MEDIA RESEARCH (MERGED INTO THE NIELSEN COMPANY (US), LLC)

Tenant

10/1/2007

8/31/2014

United States

St. Louis Park

600 South Highway 169

The Nielsen Company (US), LLC (f/k/a AC Nielsen (US), Inc.

Tenant

8/1/2003

7/31/2013

United States

St. Paul

289 E 5th Street

NIELSEN MEDIA RESEARCH (MERGED INTO THE NIELSEN COMPANY (US), LLC)

Tenant

10/1/2007

12/31/2011

United States

Kansas City

8100 Nw 101st Terrace 4

THE NIELSEN COMPANY (US), LLC

Tenant

2/1/2002

1/31/2012

United States

Charlotte

200 E. Woodlawn Road, Building 1, Suite 200

NIELSEN MEDIA RESEARCH (MERGED INTO THE NIELSEN COMPANY (US), LLC)

Tenant

10/1/2008

8/31/2011

United States

Omaha

10202 & 10206 F Street

The Nielsen Company (US), LLC (f/k/a AC Nielsen (US), Inc.

Owner

United States

Cherry Hill

220 Lake Drive East

The Nielsen Company (US), LLC (f/k/a AC Nielsen (US), Inc.

Tenant

9/1/2006

9/30/2011

United States

Fairfield

100 Passaic Avenue

The Nielsen Company (US), LLC (f/k/a AC Nielsen (US), Inc.

Tenant

4/1/2007

7/31/2012

United States

Fords

16 Hyacinth Drive, 1a

NIELSEN MEDIA RESEARCH (MERGED INTO THE NIELSEN COMPANY (US), LLC)

Tenant

11/5/2008

10/25/2009

United States

Oradell

700 Kinderkamack Road

NIELSEN MEDIA RESEARCH (MERGED INTO THE NIELSEN COMPANY (US), LLC)

Tenant

2/1/2008

1/31/2013

United States

Paramus

650 From Road

The Nielsen Company (US), LLC (f/k/a AC Nielsen (US), Inc.

Tenant

12/1/2005

11/30/2012

United States

Parsippany

10 Waterview Boulevard

THE NIELSEN COMPANY (US), LLC

Tenant

3/1/2004

7/31/2011

United States

Weehawken

300 Blvd East

NIELSEN IAG, INC.

Tenant

6/1/2008

5/31/2009

United States

Bayville

28 16th Street

NIELSEN MEDIA RESEARCH (MERGED INTO THE NIELSEN COMPANY (US), LLC)

Tenant

10/6/2008

10/5/2009

Country

City

Address

Company

Position

Commence

Expiry

United States

Ithaca

53 Brown Road

The Nielsen Company (US), LLC (The Nielsen Company (US), LLC (Claritas, Inc. merged into this company) merged into this company)

Tenant

9/1/2008

8/31/2015

United States

New York

33 West 19th Street, 3rd Floor

Nielsen Mobile, LLC

Tenant

7/31/2009

United States

New York

345 Park Avenue South

NIELSEN IAG, INC.

Tenant

12/1/2003

3/29/2011

United States

New York

345 Park Avenue South

DIGITAS

Sub-tenant

8/1/2000

3/30/2011

United States

New York

345 Park Avenue South

NIELSEN BUSINESS MEDIA, INC.

Tenant

1/1/2005

3/31/2011

United States

New York

605 Third Avenue

JONES DAY

Sub-tenant

6/18/2004

9/29/2018

United States

New York

605 Third Avenue

PFIZER

Sub-tenant

6/18/2004

9/29/2018

United States

New York

605 Third Avenue

NIELSEN MEDIA RESEARCH (MERGED INTO THE NIELSEN COMPANY (US), LLC)

Tenant

5/1/2003

9/30/2018

United States

New York

708 W 192 Street, 4n

NIELSEN MEDIA RESEARCH (MERGED INTO THE NIELSEN COMPANY (US), LLC)

Tenant

11/5/2008

10/31/2009

United States

New York

770 Broadway

TNC (US) Holdings, Inc. (f/k/a The Nielsen Company (US), Inc.)

Tenant

9/18/2002

10/30/2012

United States

New York

770 Broadway

TNC (US) Holdings, Inc. (f/k/a The Nielsen Company (US), Inc.)

Tenant

5/15/2000

5/14/2015

United States

Syosset

6800 Jericho Turnpike

The Nielsen Company (US), LLC (f/k/a AC Nielsen (US), Inc.

Tenant

12/20/2004

3/31/2015

United States

Syosset

6900 Jericho Turnpike

The Nielsen Company (US), LLC (f/k/a AC Nielsen (US), Inc.

Tenant

1/1/2005

12/31/2010

United States

White Plains

One North Lexington Avenue

THE NIELSEN COMPANY (US), LLC

Tenant

10/1/1999

12/31/2009

United States

Cincinnati

1014 Vine Street

The Nielsen Company (US), LLC (f/k/a AC Nielsen (US), Inc.

Tenant

7/1/2003

6/30/2009

United States

Cincinnati

35 East Seventh Street

THE NIELSEN COMPANY (US), LLC

Tenant

2/17/2006

6/30/2011

United States

Cincinnati

4015 Executive Park Drive

NIELSEN MEDIA RESEARCH (MERGED INTO THE NIELSEN COMPANY (US), LLC)

Tenant

3/1/2008

2/28/2011

United States

Miamisburg

228 Byers Road

NIELSEN MEDIA RESEARCH (MERGED INTO THE NIELSEN COMPANY (US), LLC)

Tenant

2/1/2002

5/31/2009

Country

City

Address

Company

Position

Commence

Expiry

United States

Beaverton

6700 Sw 105th Street

NIELSEN MEDIA RESEARCH (MERGED INTO THE NIELSEN COMPANY (US), LLC)

Tenant

12/13/2003

10/31/2009

United States

Portland

15280 Nw Central Drive

THE NIELSEN COMPANY (US), LLC

Tenant

5/1/2009

4/30/2011

United States

Conshohocken

101 E 8th Ave Stuie 208

NIELSEN MEDIA RESEARCH (MERGED INTO THE NIELSEN COMPANY (US), LLC)

Tenant

4/1/2009

3/31/2010

United States

Lancaster

39 E. Chestnut Street

SPECTRA MARKETING SYSTEMS (MERGED INTO THE NIELSEN COMPANY (US), LLC)

Tenant

11/1/2006

10/31/2016

United States

Pittsburgh

1000 Omega Drive

The Nielsen Company (US), LLC (f/k/a AC Nielsen (US), Inc.

Tenant

7/1/2005

6/30/2010

United States

Plymouth Meeting

920 Germantown Pike

NIELSEN MEDIA RESEARCH (MERGED INTO THE NIELSEN COMPANY (US), LLC)

Tenant

3/15/2005

1/31/2015

United States

Greenville

24 Woods Lake Road

TNC (US) HOLDINGS, INC.

Tenant

2/1/2009

1/31/2010

United States

Knoxville

10415 Hickory Path Way, Suites 102 & 103

NIELSEN MEDIA RESEARCH (MERGED INTO THE NIELSEN COMPANY (US), LLC)

Tenant

8/1/2007

7/31/2012

United States

Nashville

3200 West End Ave, Suite 540, 541, 542

TNC (US) Holdings, Inc. (f/k/a The Nielsen Company (US), Inc.)

Tenant

9/15/2008

9/30/2009

United States

Nashville

49 Music Square West

EVEREST TECHNOLOGIES

Sub-tenant

3/26/2005

4/29/2012

United States

Nashville

49 Music Square West

REHAB DOCUMENTATION COMPANY

Sub-tenant

9/15/2006

4/29/2012

United States

Nashville

49 Music Square West

SCRIPPS NETWORKS

Sub-tenant

12/1/2007

4/29/2012

United States

Nashville

49 Music Square West

NIELSEN BUSINESS MEDIA, INC.

Tenant

10/1/1997

4/30/2012

United States

Arlington

2304 West Interstate 20

NIELSEN MEDIA RESEARCH (MERGED INTO THE NIELSEN COMPANY (US), LLC)

Tenant

2/1/2007

1/31/2010

United States

Dallas

3102 Oak Lawn Avenue

SCARBOROUGH RESEARCH

Tenant

12/1/2008

12/31/2013

United States

Dallas

Bank One, 1717 Main Street

TNC (US) Holdings, Inc. (f/k/a The Nielsen Company (US), Inc.)

Tenant

5/17/2002

7/31/2009

United States

Houston

9800 Northwest Freeway (610)

NIELSEN MEDIA RESEARCH (MERGED INTO THE NIELSEN COMPANY (US), LLC)

Tenant

7/1/2004

6/30/2009

Country

City

Address

Company

Position

Commence

Expiry

United States

Houston

9800 Northwest Freeway (611)

NIELSEN MEDIA RESEARCH (MERGED INTO THE NIELSEN COMPANY (US), LLC)

Tenant

7/1/2004

8/31/2011

United States

Richardson

740 E. Campbell Rd

Nielsen Mobile, LLC

Tenant

12/24/2006

2/28/2010

United States

San Antonio

4440 Piedras Drive S, Suite 250

CONSUMER RESEARCH SVCS (MERGED INTO THE NIELSEN COMPANY (US), LLC)

Tenant

5/1/2008

10/31/2013

United States

Sandy

49 W 9000 South

INTERACTIVE MARKETING SYSTEMS, INC. (MERGED INTO THE NIELSEN COMPANY (US), LLC)

Tenant

7/1/2008

6/30/2010

United States

Arlington

1525 Wilson Boulevard

The Nielsen Company (US), LLC (The Nielsen Company (US), LLC (Claritas, Inc. merged into this company) merged into this company)

Tenant

4/1/2004

3/31/2012

United States

Chantilly

14685 Avion Parkway

NIELSEN BUSINESS MEDIA, INC.

Tenant

10/1/2000

10/31/2010

United States

Chantilly

4511 Singer Court, Suite 202

THE NIELSEN COMPANY(US), INC.

Tenant

11/1/2008

10/31/2013

United States

Chesapeake

820 Live Oak Drive

NIELSEN MEDIA RESEARCH (MERGED INTO THE NIELSEN COMPANY (US), LLC)

Tenant

10/1/2008

9/30/2009

United States

Lynchburg

1344 Main Street, Suite 6

Nielsen Mobile, LLC

Tenant

7/1/2005

7/31/2009

United States

Lynchburg

1405 Main Street, Suite 5

Nielsen Mobile, LLC

Tenant

5/1/2008

7/31/2009

United States

Lynchburg

156 Oakley Avenue

Nielsen Mobile, LLC

Tenant

7/1/2009

6/30/2011

United States

Lynchburg

918 Commerce Street

Nielsen Mobile, LLC

Tenant

7/1/2006

6/30/2011

United States

Richmond

555 Southlake Blvd.

NIELSEN MEDIA RESEARCH (MERGED INTO THE NIELSEN COMPANY (US), LLC)

Tenant

7/1/2008

6/30/2011

United States

Bellevue

1715 114th Avenue Se

NIELSEN MEDIA RESEARCH (MERGED INTO THE NIELSEN COMPANY (US), LLC)

Tenant

9/1/2006

8/31/2011

United States

Seattle

2201 Sixth Avenue, Suite 1505

TNC (US) Holdings, Inc. (f/k/a The Nielsen Company (US), Inc.)

Tenant

3/1/2008

2/28/2013

United States

Fond Du Lac

30 South Main Street

The Nielsen Company (US), LLC (f/k/a AC Nielsen (US), Inc.

Owner

United States

Green Bay

2650 South Ashland

The Nielsen Company (US), LLC (f/k/a AC Nielsen (US), Inc.

Tenant

4/1/1996

3/31/2012

United States

Madison

1402 Pankratz, Suite B

The Nielsen Company (US), LLC (f/k/a AC Nielsen (US), Inc.

Tenant

3/1/2008

3/31/2013

Schedule 7(b)

Leases, Subleases, Tenancies, Franchise Agreements,

Licenses or Other Occupancy Arrangements


Entity of Record	Other Party	Arrangement	Address
Claritas Inc.	Gene Network Sciences, Inc.	Sub-Lease	Parkview Executive Center 53 Brown Road Ithaca, NY 14850

Nielsen Entertainment, LLC	Xxxxxxxx.xxx	Sub-Lease	Rooms 1114-1117, 11^th Floor, 1650 Broadway, New York, NY 10019

Nielsen Media Research, Inc.	Jones Day	Sub-Lease	605 Third Avenue South 7th Floor New York, NY

Nielsen Media Research, Inc.	Pfizer Inc.	Sub-Lease	605 Third Avenue South 4th, 5th and 6th Floors New York, NY

VNU Business Media, Inc.	Digitas	Sub-Lease	345 Park Avenue South New York, NY

VNU Business Media, Inc.	Everest Technologies	Sub-Lease	49 Music Square West Suite 400 Nashville, TN 37203

VNU Business Media, Inc.	Gladstone	Sub-Lease	49 Music Square West Nashville, TN 37203

VNU Business Media, Inc.	Scripps Networks, Inc.	Sub-Lease	49 Music Square West Suite 301 Nashville, TN 37203

VNU Business Media, Inc.	Graphiti Design	License Agreement Tenancy	770 Broadway New York, NY 10003

VNU Marketing Information, Inc.	Thatcher Profitt & Wood	Sub-Lease	11 West 42nd Street New York, NY

VNU, Inc.	BuzzMetrics, Ltd. (Trendum)	License Agreement Tenancy	770 Broadway New York, NY 10003

Schedule 8(a)

Copy of Termination Statements

None.

Schedule 8(b)

Termination Statement Filings

None.

Schedule 9

(a) Equity Interests of (U.S.) Companies


Issuer	Issuer’s Jurisdiction	Holder	Holder’s Jurisdiction	Certificate No.	Quantity of shares/Interest	Percent Owned	The Nielsen Company Percent Owned
Nielsen Business Media, Inc.	Delaware	Nielsen Business Media Holding Company	Delaware	3	1,000	100	100

Advertising Center, Inc.	California	Nielsen Business Media, Inc.	Delaware	16,17	1,350	90	90

Nielsen Mobile, LLC	Delaware	The Nielsen Company (US), LLC	Delaware	1	1,000	100	100

Nielsen Business Media Holding Company	Delaware	The Nielsen Company (US), LLC	Delaware	1	10	100	100
		VNU International B.V.	Netherlands	2	10	100

TNC (US) Holdings, Inc.	New York	VNU International B.V.	Netherlands	1,3,4,5	1,4870	100	100

VNU Marketing Information, Inc.	Delaware	TNC (US) Holdings, Inc.	New York	CA-1	95	95	100
		The Nielsen Company (US), LLC	Delaware	CB-1	5	5

Billboard Cafes, Inc.	Delaware	Nielsen Business Media, Inc.	Delaware	1	100	100	100

Neslein Holding, L.L.C.	Delaware	ACNielsen Corporation	Delaware	N/A	100	100	100

NMR Licensing Associates LP	Delaware	The Nielsen Company (US), LLC	Delaware	N/A	N/A	98,311	100
		NMR Investing I, Inc.	Delaware	N/A	N/A	1,689

RewardTV, Inc.	Delaware	Nielsen IAG, Inc.	Delaware	SC-1	100	100	100

Athenian Leasing Corporation	Delaware	The Nielsen Company (US), LLC	Delaware	5	1,000	100	100

Foremost Exhibits, Inc.	Nevada	MFI Holdings, Inc.	Delaware	1	100	100	100

ACN Holdings Inc.	Delaware	VNU Marketing Information, Inc.	Delaware	2	100	100	100

ACNielsen Corporation	Delaware	ACN Holdings Inc.	Delaware	3	100	100	100

A. C. Nielsen Company, LLC	Delaware	ACNielsen Corporation	Delaware	3	1000	100	100

The Nielsen Company (US), LLC	Delaware	A. C. Nielsen Company, LLC	Delaware	2	1000	100	100

Issuer

Issuer’s
Jurisdiction

Holder

Holder’s Jurisdiction

Certificate
No.

Quantity of
shares/Interest

Percent
Owned

The Nielsen
Company
Percent
Owned

AC Nielsen Mexico LLC

Delaware

ACNielsen Company of Canada

Canada

N/A

100

NMR Investing I, Inc.

Delaware

The Nielsen Company (US), LLC

Delaware

100

A.C. Nielsen (Argentina) S.A.

Delaware

A. C. Nielsen Company, LLC

Delaware

1/2

200/9,800

100

ART Holding, L.L.C.

Delaware

A. C. Nielsen Company, LLC

Delaware

501

100

ACNielsen xXxxxxxx.xxx

Delaware

A. C. Nielsen Company, LLC

Delaware

100

Nielsen Government and Public Sector, Inc.

California

ACNielsen Corporation

Delaware

1,000

100

CZT/ACN Trademarks, L.L.C.

Delaware

A. C. Nielsen Company, LLC

Delaware

N/A

100

The Nielsen Company (US), LLC

Delaware

N/A

Panel International SA LLC

Delaware

ACNielsen Company of Canada

Canada

1,000

100

Nielsen Leasing Corporation

Delaware

A. C. Nielsen Company, LLC

Dealware

A-2

100

Nielsen Holdings, L.L.C.

Delaware

Nielsen Holding B.V.

Netherlands

1,000

100

Scarborough Research

Delaware

The Nielsen Company (US), LLC

Delaware

N/A

50,5

50.5

Strategic Mapping, Inc.

California

The Nielsen Company (US), LLC

Delaware

100

Nielsen National Research Group, Inc.

California

The Nielsen Company (US), LLC

Delaware

1,000

100

Nielsen Finance Co.

Delaware

Nielsen Finance LLC

Delaware

1,000

100

Nielsen Finance LLC

Delaware

ACN Holdings Inc.

Delaware

100

MFI Holdings, Inc.

Delaware

Nielsen Business Media, Inc.

Delaware

1,2

200

100

POC, Inc.

New York

Nielsen Business Media, Inc.

Delaware

100

Showeast, LLC

New York

Nielsen Business Media, Inc.

Delaware

N/A

94%

BM Holdings, LLC

Delaware

Buzzmetrics, Ltd.

Israel

100

Issuer

Issuer’s
Jurisdiction

Holder

Holder’s
Jurisdiction

Certificate
No.

Quantity of
shares/Interest

Percent
Owned

The Nielsen
Company
Percent
Owned

Buzzmetrics, Inc.

Delaware

BM Holdings, LLC

Delaware

100

Buzzmetrics, Ltd.

Israel

NetRatings, LLC

Delaware

The Nielsen Company (US), LLC

Delaware

100

EMIS (Canada), LLC

Delaware

A. C. Nielsen Company, LLC

Delaware

100

Nielsen IAG, Inc.

Delaware

The Nielsen Company (US), LLC

Delaware

100

Nielsen Escrow LLC

Delaware

Nielsen Finance LLC

Delaware

100

Nielsen Escrow Co.

Delaware

Nielsen Finance Co.

Delaware

100

Schedule 9

(b) Equity Interests of (Non-U.S.) Companies


Issuer	Issuer’s Jurisdiction	Holder	Holder’s Jurisdicition	Percent Owned	The Nielsen Company Percent Owned
ACNielsen AMER Algeria Sarl	Algeria	AMER Research Limited	Cyprus	100	100

AGB America S.A. IBC	Anguilla	AGB Nielsen Media Research B.V.	Netherlands	60	60

VNU Business Media Argentina S.A.	Argentina	Nielsen Business Media, Inc.	Delaware	95	100
		Nielsen Business Media Holding Company	Delaware	5

Nielsen-Netratings Pty. Ltd.	Australia	NetRatings Australia Pty. Ltd.	Australia	100	100

Traffion Technologies Pty. Limited	Australia	NetRatings Australia Pty. Ltd.	Australia	100	100

AGB Nielsen Media Research Pty. Ltd.	Australia	AGB Nielsen Media Research TAM Holding B.V.	Netherlands	100	100

Red Sherrif Australia Pty. Ltd.	Australia	NetRatings Australia Pty. Ltd.	Australia	100	100

NetRatings Australia Pty. Ltd.	Australia	The Nielsen Company (Holdings) Pty Limited	Australia	100	100

Red Sherrif (Europe) Pty. Ltd.	Australia	NetRatings Australia Pty. Ltd.	Australia	100	100

The Nielsen Company (Australia) Pty. Ltd.	Australia	The Nielsen Company (Holdings) Pty Limited	Australia	100	100

ACNielsen Research Pty Limited	Australia	The Nielsen Company (Australia) Pty. Ltd.	Australia	100	100

Decisions Made Easy Pty. Ltd.	Australia	The Nielsen Company (Holdings) Pty Limited	Australia	100	100

The Nielsen Company (Holdings) Pty Limited	Australia	ACNielsen Company of Canada	Canada	100	100

A.C. Nielsen Gesellschaft m.b.H.	Austria	ACNielsen (Nederland) B.V.	Netherlands	100	100

ACNielsen Azeri	Azerbaijan	ACNielsen Cyprus Limited	Cyprus	100	100


Issuer	Issuer’s Jurisdiction	Holder	Holder’s Jurisdicition	Percent Owned	The Nielsen Company Percent Owned
The Nielsen Company (Bangladesh) Ltd.	Bangladesh	ACNielsen ORG-MARG Private Limited	India	100	100

ACNielsen Bel	Belarus	ACNielsen Cyprus Limited	Cyprus	100	100

A.C. Nielsen Company & Co SA	Belgium	VNU International B.V.	Netherlands	99,967	100

		Kalanka B.V.	Netherlands	0,033

AGB Nielsen Media Research SPRL	Belgium	AGB Nielsen Media Research Media Services S.A.	Zwitserland	100	100

A.C. Nielsen Company (Beglium) S.A.	Belgium	Nielsen Holding B.V.	Netherlands	99,9904	100
		ACNielsen (Nederland) B.V.	Netherlands	0,0096

AC Nielsen BH d.o.o. Sarajevo	Bosnia	VNU International B.V.	Netherlands	100	100

A.C.Nielsen do Brasil Ltda.	Brazil	Art Holding (Brazil) C.V.	Netherlands	99	100
		Nielsen Holdings, L.L.C.	Delaware	1

AGB Bulgaria Ltd.	Bulgaria	AGB Nielsen Media Research S.A.	Greece	100	77

ACNielsen Bulgaria Ltd	Bulgaria	ACNielsen Cyprus Limited	Cyprus	100	100

ACNielsen Cameroon Sarl	Cameroon	ACNielsen Cyprus Limited	Cyprus	100	100

Nielsen Media Research Limited	Canada	The Nielsen Company (US), LLC	Delaware	99,9995	100
		ACNielsen Company of Canada	Canada	0,0005

ACNielsen Canada Holding Company	Canada	ACNielsen (Nederland) B.V.	Netherlands	100	100

ACNielsen Company of Canada	Canada	ACNielsen Canada Holding Company	Canada	100	100

ACNielsen Cayman Islands Colombia Ltd.	Cayman Islands	Nielsen Holding B.V.	Netherlands	100	100

ACNielsen Cayman Islands Ltd.	Cayman Islands	A.C.Nielsen do Brasil Ltda.	Brasil	100	100


Issuer	Issuer’s Jurisdiction	Holder	Holder’s Jurisdicition	Percent Owned	The Nielsen Company Percent Owned
A.C. Nielsen Chile Limitada	Chile	A. C. Nielsen Company, LLC	Delaware	50,6	100
		Nielsen Holdings, L.L.C.	Delaware	0,4
		VNU International B.V.	Netherlands	49

ACNielsen (Guangzhou) Ltd.	China	ACNielsen Group Limited	Hong Kong	92	92

AGB Nielsen Market Research (China) Ltd.	China	AGB Nielsen Media Research B.V.	Netherlands	97,95	97,95

Netratings (Shanghai) Company, Ltd.	China	Netratings, LLC	Delaware	100	100

The Nielsen Company (Shanghai) Ltd.	China	The Nielsen Company (Hong Kong) Limited	China	96	96

A.C. Nielsen de Colombia Ltda.	Colombia	ACNielsen Cayman Islands Colombia Ltd.	Cayman Islands	99,9999	100
		A. C. Nielsen Company, LLC	Delaware	0,0001

ACNielsen Costa Rica S.A.	Costa Rica	Nielsen Holding B.V.	Netherlands	100	100

AC Nielsen Cote d’Ivoire Limited	Cote d’Ivoire	ACNielsen Cyprus Limited	Cyprus	100	100

AGB Nielsen Media Research Ltd.	Croatia	AGB Nielsen Media Research TAM Holding B.V.	Netherlands	51	51

ACNielsen d.o.o.	Croatia	ACNielsen Piackutató Kft.	Hungary	100	100

ACNielsen Cyprus Limited	Cyprus	ACNielsen (Nederland) B.V.	Netherlands	100	100

AMER Research Limited	Cyprus	ACNielsen (Nederland) B.V.	Netherlands	100	100

ACNielsen Czech Republic s.r.o.	Czech Republic	ACNielsen Cyprus Limited	Cyprus	100	100

AMAR Research s.r.o.	Czech Republic	ACNielsen Czech Republic s.r.o.	Czech Republic	100	100

The Nielsen Company (Denmark) Aps	Denmark	Nielsen Holding B.V.	Netherlands	100	100

ACNielsen Dominicana, S.A.	Dominican Republic	VNU International B.V.	Netherlands	99,545	99,545


Issuer	Issuer’s Jurisdiction	Holder	Holder’s Jurisdicition	Percent Owned	The Nielsen Company Percent Owned
ACNielsen Egypt Limited	Egypt	AMER Research Limited	Cyprus	99,04	100
		ACNielsen Cyprus Limited	Cyprus	0,96

AC Nielsen El Salvador, S.A. de C.V.	El Salvador	ACNielsen Centroamerica, S.A.	Guatemala	95	100
		A. C. Nielsen Company, LLC	Delaware	5

ACNielsen Eesti OÜ	Estonia	ACNielsen Cyprus Limited	Cyprus	100	100

Finnpanel Oy	Finland	A.C. Nielsen Finland Oy	Finland	50	50

A.C. Nielsen Finland Oy	Finland	Nielsen Holding B.V.	Netherlands	100	100

IT Media Partners France SAS	France	VNU Publications France S.A.	France	50	50

AC Nielsen SAS	France	Nielsen Holding France SAS	France	100	100

Nielsen Holding France SAS	France	Nielsen Holding B.V.	Netherlands	100	100

VNU Publications France S.A.	France	VNU Business Media Europe B.V.	Netherlands	99,95	100
		Haas, De		0,01
		VNU Marketing Information Europe & Asia B.V.	Netherlands	0,01
		Voskens		0,01
		Kalanka B.V.	Netherlands	0,01
		VNU International B.V.	Netherlands	0,01

Netratings France SARL	France	NetRatings UK Limited	United Kingdom	100	100

Naviant France Sarl.	France	Naviant Europe B.V.	Netherlands	100	100
		ACNielsen Corporation	Delaware	0,00000152

MediaMetrie Netratings SAS	France	ACNielsen xXxxxxxx.xxx	Delaware	66	66

Nielsen Media Research GmbH	Germany	The Nielsen Company (Germany) GmbH	Germany	100	100

The Nielsen Company (Germany) GmbH	Germany	Nielsen Holding France SAS	France	100	100


Issuer	Issuer’s Jurisdiction	Holder	Holder’s Jurisdicition	Percent Owned	The Nielsen Company Percent Owned
VNU Holding (Deutschland) GmbH	Germany	VNU International B.V.	Netherlands	100	100

Nielsen Music Control GmbH	Germany	VNU Holding (Deutschland) GmbH	Germany	100	100

VNU Business Publications Deutschland GmbH	Germany	VNU Holding (Deutschland) GmbH	Germany	100	100

Naviant Deutschland GmbH	Germany	Naviant Europe B.V.	Netherlands	100	100

ACNielsen Ghana Limited	Ghana	ACNielsen Cyprus Limited	Cyprus	100	100

AGB Nielsen Media Research S.A.	Greece	AGB Nielsen Media Research TAM Holding B.V.	Netherlands	77	77

Organotiki S.A.	Greece	AGB Nielsen Media Research S.A.	Greece	80	61,6

ACNielsen S.A.	Greece	Nielsen Holding B.V.	Netherlands	99,99938	100
		ACNielsen Corporation	Delaware	0,00062

ACNielsen Centroamerica, S.A.	Guatemala	Nielsen Holding B.V.	Netherlands	99,9976	99,9976

ACNielsen Honduras S.A. de C.V.	Honduras	ACNielsen Centroamerica, S.A.	Guatemala	99,6	100
		A. C. Nielsen Company, LLC	Delaware	0,4

ACNielsen International Research (Hong Kong) Limited	Hong Kong	The Nielsen Company (Management Services -HK) Limited	Hong Kong	99,99	100
		The Nielsen Company (Hong Kong) Limited	Hong Kong	0,01

AGB Nielsen Media Research (Hong Kong) Limited	Hong Kong	AGB Nielsen Media Research B.V.	Netherlands	100	100

ACNielsen Group Limited	Hong Kong	The Nielsen Company (Management Services -HK) Limited	Hong Kong	99,792	100
		ACNielsen Holdings Limited	Hong Kong	0,208

Survey Research Hong Kong Ltd.	Hong Kong	The Nielsen Company (Management Services -HK) Limited	Hong Kong	100	100

Netratings Hong Kong Limited	Hong Kong	Nielsen Holding B.V.	Netherlands	100	100


Issuer	Issuer’s Jurisdiction	Holder	Holder’s Jurisdicition	Percent Owned	The Nielsen Company Percent Owned
The Nielsen Company (Hong Kong) Limited	Hong Kong	The Nielsen Company (Management Services -HK) Limited	Hong Kong	99,99999921	100
		ACNielsen International Research (Hong Kong) Limited	Hong Kong	0,00000079

The Nielsen Company (Management Services -HK) Limited	Hong Kong	ACNielsen Holdings Limited	Hong Kong	99,99999848	100
		ACNielsen Corporation	Delaware	0,00000152

ACNielsen Holdings Limited	Hong Kong	ACNielsen Corporation	Delaware	95,998	100
		ACNielsen SA	Zwitserland	4,002

Nielsen Online Hong Kong Limited	Hong Kong	Nielsen Holding Nederland B.V.	Netherlands	100	100

Nielsen Business Media Asia Limited	Hong Kong	VNU Business Media Europe B.V.	Netherlands	100	100

AGB Nielsen Médiakutato	Hungary	AGB Nielsen Media Research TAM Holding B.V.	Netherlands	100	100

ACNielsen Piackutató Kft.	Hungary	ACNielsen Cyprus Limited	Cyprus	100	100

ACNielsen Marketing Research India Private Limited	India	ACNielsen Corporation	Delaware	99,99	100
		A. C. Nielsen Company, LLC	Delaware	0,01

ORG-IMS Research Private Limited	India	VNU International B.V.	Netherlands	50	100
		IMS AG	India	50

ACNielsen ORG-MARG Private Limited	India	The Nielsen Company (Mauritius) Limited	Republic of Mauritius	99,55	100
		Kalanka B.V.	Netherlands	0,45

TAM Media Research Private Limited	India	ACNielsen Research Services Private Limited	India	50	50

ACNielsen Research Services Private Limited	India	ACNielsen Marketing Research India Private Limited	India	99,999	99,999

NTRT Eratings India Private Limited	India	Netratings, LLC	Delaware	100	100


Issuer	Issuer’s Jurisdiction	Holder	Holder’s Jurisdicition	Percent Owned	The Nielsen Company Percent Owned
ORG-GfK Marketing Services (India) Pvt. Ltd.	India	ACNielsen ORG-MARG Private Limited	India	60	60

PT. AGB Nielsen Media Research Indonesia	Indonesia	AGB Nielsen Media Research B.V.	Netherlands	99	100
		AGB Nielsen Media Research TAM Holding B.V.	Netherlands	1

PT. The Nielsen Company Indonesia	Indonesia	The Nielsen Company (Singapore) Holdings Pte. Ltd.	Singapore	99	100
		The Nielsen Company (Singapore) Pte. Ltd.	Singapore	1

A.C. Nielsen of Ireland Limited	Ireland	Nielsen Holding B.V.	Netherlands	100	100

AGB Nielsen Media Research (Ireland) Limited	Ireland	AGB Nielsen Media Research B.V.	Netherlands	100	100

VNU Data & Network Services Limited	Ireland	VNU International B.V.	Netherlands	100	100

Aircheck International Ltd.	Ireland	VNU International B.V.	Netherlands	100	100

A.C. Nielsen (Dublin) Limited	Ireland	A. C. Nielsen Company, LLC	Delaware	100	100

ACNielsen (Israel) Ltd.	Israel	ACNielsen Corporation	Delaware	100	100

Buzzmetrics, Ltd.	Israel	VNU International B.V.	Netherlands	91,13	100
		TNC (US) Holdings, Inc.	New York	8,87

Panel International S.r.l.	Italy	The Nielsen Company (Italy) S.r.l.	Italy	80	100
		AC Nielsen SAS	France	20

Media Instruments Italia S.r.l.	Italy	Media Instruments S.A.	Zwitserland	100	100

AGB Nielsen Media Research Holding S.p.A.	Italy	AGB Nielsen Media Research B.V.	Netherlands	100	100

AGB Nielsen Media Research TAM S.r.l.	Italy	AGB Nielsen Media Research Media Services S.A.	Zwitserland	100	100

AGB Nielsen Media Research S.r.l.	Italy	AGB Nielsen Media Research Holding S.p.A.	Italy	100	100


Issuer	Issuer’s Jurisdiction	Holder	Holder’s Jurisdicition	Percent Owned	The Nielsen Company Percent Owned
The Nielsen Company (Italy) S.r.l.	Italy	Nielsen Holding B.V.	Netherlands	100	100

A.C. Nielsen Store Audit S.R.L.	Italy	The Nielsen Company (Italy) S.r.l.	Italy	100	100

NetRatings Italia Srl	Italy	Nielsen Holding B.V.	Netherlands	50	100
		NetRatings Australia Pty. Ltd.	Australia	50

NetRatings Japan	Japan	ACNielsen xXxxxxxx.xxx	Delaware	45,3	56,6
		NetRatings Australia Pty. Ltd.	Australia	11,3

The Nielsen Company (Japan) KK	Japan	The Nielsen Company (Singapore) Holdings Pte. Ltd.	Singapore	100	100

ACNielsen Kazakhstan Ltd.	Kazakhstan	ACNielsen Cyprus Limited	Cyprus	100	100

ACNielsen Kenya Limited	Kenya	ACNielsen Cyprus Limited	Cyprus	99,9	99,9

The Nielsen Company Korea Ltd	Korea	ACNielsen Company of Canada	Canada	100	100

KADD Nielsen Media Research, Inc.	Korea	VNU International B.V.	Netherlands	100	100

BasicNet, Inc.	Korea	KADD Nielsen Media Research, Inc.	Korea	95	100
		VNU International B.V.	Netherlands	5

ACNielsen Latvia SIA	Latvia	ACNielsen Cyprus Limited	Cyprus	100	100

UAB ACNielsen Baltics	Lithuania	ACNielsen Cyprus Limited	Cyprus	100	100

European Media Investors S.A.	Luxembourg	VNU International B.V.	Netherlands	99,955	100
		Kalanka B.V.	Netherlands	0,045

ACNielsen Marketing Promotions (Malaysia) Sdn. Bhd.	Malaysia	The Nielsen Company (MALAYSIA) SDN. BHD.	Malaysia	100	100

AGB Nielsen Media Research (Malaysia) Sdn. Bhd.	Malaysia	AGB Nielsen Media Research B.V.	Netherlands	100	100

The Nielsen Company (Mauritius) Limited	Mauritius	VNU International B.V.	Netherlands	100	100

A.C. Nielsen, SRL de C.V.	Mexico	Panel International SA LLC	Delaware	99,99	100
		ACNielsen Corporation	Delaware	0,01


Issuer	Issuer’s Jurisdiction	Holder	Holder’s Jurisdicition	Percent Owned	The Nielsen Company Percent Owned
Nielsen Mexico Services, SRL de CV	Mexico	AC Nielsen Mexico LLC	Delaware	99,9	100
		ACNielsen Company of Canada	Canada	0,1

ACNielsen Montenegro d.o.o. Podgorica	Montenegro	ACNielsen Cyprus Limited	Cyprus	100	100

ACNielsen AMER - SARL	Morocco	AMER Research Limited	Cyprus	100	100

ACNielsen Nepal Pvt. Ltd.	Nepal	ACNielsen ORG-MARG Private Limited	India	100	100

Nielsen Holding and Finance B.V.	Netherlands	VNU Intermediate Holding B.V.	Netherlands	100	100

VNU Intermediate Holding B.V.	Netherlands	The Nielsen Company B.V.	Netherlands	100	100

TNC Americas C.V.	Netherlands	Nielsen Holding Nederland B.V.	Netherlands	99	100
		Nielsen Holdings, L.L.C.	Delaware	1

Nielsen General Partner B.V.	Netherlands	A. C. Nielsen Company, LLC	Delaware	100	100

AGB Nielsen Media Research B.V.	Netherlands	VNU International B.V.	Netherlands	100	100

AGB Nielsen Media Research TAM Holding B.V.	Netherlands	AGB Nielsen Media Research Holding S.p.A.	Italy	100	100

AGB Netherlands C.V.	Netherlands	AGB Panamericana, S.A.	Panama	99	60,4
		AGB America S.A. IBC	Aguilla	1

Nielsen Media Research B.V.	Netherlands	Nielsen B.V.	Netherlands	100	100

A.C. Nielsen South Africa B.V.	Netherlands	ACNielsen (Nederland) B.V.	Netherlands	100	100

Nielsen Holding B.V.	Netherlands	Nielsen Coöperatie W.A.	Netherlands	100	100

Valcon Acquisition B.V.	Netherlands	Valcon Acquisition Holding B.V.	Netherlands	100	100

Nielsen Coöperatie W.A.	Netherlands	A. C. Nielsen Company, LLC	Delaware	99	100
		ART Holding, L.L.C.	Delaware	1

Valcon Acquisition Holding B.V.	Netherlands	Valcon Acquisition Holding (Luxembourg) S.a.r.l.	Luxembourg	98,265	98,265

Nielsen B.V.	Netherlands	Nielsen Holding and Finance B.V.	Netherlands	100	100


Issuer	Issuer’s Jurisdiction	Holder	Holder’s Jurisdicition	Percent Owned	The Nielsen Company Percent Owned
Naviant Europe B.V.	Netherlands	VNU Marketing Information Europe & Asia B.V.	Netherlands	100	100

A.C. Nielsen (Polen) B.V.	Netherlands	ACNielsen Cyprus Limited	Cyprus	100	100

Neslein Holding (Spain) C.V.	Netherlands	A. C. Nielsen Company, LLC	Delaware	98	100
		ART Holding, L.L.C.	Delaware	1
		Nielsen General Partner B.V.	Netherlands	1

Menesta Investments B.V.	Netherlands	Neslein Holding (Spain) C.V.	Netherlands	100	100

Kalanka B.V.	Netherlands	VNU International B.V.	Netherlands	100	100

Art Holding (Brazil) C.V.	Netherlands	ACNielsen Company of Canada	Canada	99	100
		Nielsen Holdings, L.L.C.	Delaware	1

A.C. Nielsen South Africa Holdings B.V.	Netherlands	ACNielsen (Nederland) B.V.	Netherlands	100	100

ACNielsen (Nederland) B.V.	Netherlands	TNC Americas C.V.	Netherlands	100	100

VNU Marketing Information Europe & Asia B.V.	Netherlands	VNU International B.V.	Netherlands	100	100

Nielsen Music Control Nederland B.V.	Netherlands	Aircheck International Ltd.	Ireland	100	100

B.V. Dagblad en Drukkerij Het Centrum	Netherlands	Nielsen B.V.	Netherlands	100	100

VNU International B.V.	Netherlands	Nielsen Holding and Finance B.V.	Netherlands	100	100

The Nielsen Company B.V.	Netherlands	Valcon Acquisition B.V.	Netherlands	100	100

VNU Business Media Europe B.V.	Netherlands	VNU International B.V.	Netherlands	100	100

Nielsen Holding Nederland B.V.	Netherlands	Nielsen Holding B.V.	Netherlands	100	100

Netratings ULC (New Zealand)	New Zealand	ACNielsen (NZ) ULC	New Zealand	100	100

AGB Nielsen Media Research (New Zealand) Ltd.	New Zealand	AGB Nielsen Media Research B.V.	Netherlands	100	100

ACNielsen (NZ) ULC	New Zealand	Nielsen Holding B.V.	Netherlands	100	100


Issuer	Issuer’s Jurisdiction	Holder	Holder’s Jurisdicition	Percent Owned	The Nielsen Company Percent Owned
ACNielsen Nicaragua, S.A.	Nicaragua	ACNielsen Centroamerica, S.A.	Guatemala	98	100
		A. C. Nielsen Company, LLC	Delaware	2

ACNielsen Nigeria Limited	Nigeria	ACNielsen Cyprus Limited	Cyprus	80	100
		ACNielsen Company of Canada	Canada	20

Nielsen Media Research AS	Norway	Nielsen Holding B.V.	Netherlands	85,992	85,992

ACNielsen Norge AS	Norway	Nielsen Holding B.V.	Netherlands	75,758	100
		ACNielsen Management Services SA	Zwitserland	24,242

ACNielsen Pakistan (Private) Limited	Pakistan	ACNielsen Cyprus Limited	Cyprus	99,9	100
		A. C. Nielsen Company, LLC	Delaware	0,1

AGB Panamericana, S.A.	Panama	AGB Nielsen Media Research Holding S.p.A.	Italy	60	60
		Caram Andruet		40

ACNielsen Panama, S.A.	Panama	ACNielsen Centroamerica, S.A.	Guatemala	100	100

AGB Nielsen Media Research (Philippines) Inc.	Philippines	AGB Nielsen Media Research TAM Holding B.V.	Netherlands	83,34	83,34
		R. Esteban		14,58
		C. Esteban		2,08

AGB Nielsen Media Research (Manilla) Inc.	Philippines	AGB Nielsen Media Research B.V.	Netherlands	100	100

The Nielsen Company (Philippines), Inc.	Philippines	The Nielsen Company (Singapore) Holdings Pte. Ltd.	Singapore	100	100

AGB Nielsen Media Research Sp. z .o.o.	Poland	AGB Nielsen Media Research TAM Holding B.V.	Netherlands	100	100

ACNielsen Polska Sp.z.o.o.	Poland	A.C. Nielsen (Polen) B.V.	Netherlands	100	100

AGB Portugal Lda. (In Liquidation)	Portugal	AGB Nielsen Media Research TAM Holding B.V.	Netherlands	60	60


Issuer	Issuer’s Jurisdiction	Holder	Holder’s Jurisdicition	Percent Owned	The Nielsen Company Percent Owned
A.C. Nielsen Portugal- Estudos de Mercado- Unipessoal, Lda.	Portugal	Menesta Investments B.V.	Netherlands	100	100

A.C. Nielsen P.R. LLC	Puerto Rico	Nielsen Holding B.V.	Netherlands	100	100

AGB TAM S.r.l.	Romania	AGB Nielsen Media Research TAM Holding B.V.	Netherlands	60	100
		IMAS SA		40

ACNielsen Romania srl	Romania	ACNielsen Cyprus Limited	Cyprus	100	100

AGB Television JSC	Russia	AGB Nielsen Media Research TAM Holding B.V.	Netherlands	87,5	87,5

ZAO ACNielsen	Russia	ACNielsen Cyprus Limited	Cyprus	100	100

AGB Nielsen Media Research d.o.o.	Serbia	AGB Nielsen Media Research TAM Holding B.V.	Netherlands	51	51

AC Nielsen d.o.o.	Serbia	ACNielsen Cyprus Limited	Cyprus	100	100

The Nielsen Company (Singapore) Pte. Ltd.	Singapore	The Nielsen Company (Singapore) Holdings Pte. Ltd.	Singapore	100	100

ACNielsen (Singapore) Pte. Ltd.	Singapore	A. C. Nielsen Company, LLC	Delaware	100	100

AGB Nielsen Media Research (Singapore) Pte. Ltd.	Singapore	AGB Nielsen Media Research B.V.	Netherlands	100	100

The Nielsen Company (Singapore) Holdings Pte. Ltd.	Singapore	The Nielsen Company (Management Services -HK) Limited	Hong Kong	100	100

NetRatings Pte. Ltd.	Singapore	Nielsen Holding B.V.	Australia	100	100

ACNielsen Slovakia s.r.o.	Slovakia	ACNielsen Cyprus Limited	Cyprus	100	100

AGB Nielsen, medijske raziskave, d.o.o	Slovenia	AGB Nielsen Media Research TAM Holding B.V.	Netherlands	58	58

AGB Lab d.o.o.	Slovenia	AGB Nielsen Media Research Media Services S.A.	Zwitserland	50	50

ACNielsen raziskovalna druzba, d.o.o.	Slovenia	ACNielsen Cyprus Limited	Cyprus	100	100


Issuer	Issuer’s Jurisdiction	Holder	Holder’s Jurisdicition	Percent Owned	The Nielsen Company Percent Owned
AGB Nielsen Media Research (South Africa) (Pty) Limited	South Africa	AGB Nielsen Media Research B.V.	Netherlands	100	100

ACNielsen Marketing and Media (Pty) Limited	South Africa	A.C. Nielsen South Africa B.V.	South Africa	100	100

Interactive Market Systems (South Africa) (Pty) Limited	South Africa	A.C. Nielsen Company Limited	United Kingdom	100	100

AGB Nielsen Media Research (South Korea) Limited	South Korea	AGB Nielsen Media Research B.V.	Netherlands	100	100

NetRatings Spain SL	Spain	NetRatings Australia Pty. Ltd.	Australia	100	100

A.C. Nielsen Company, S.L.	Spain	N&P Holding Spain S.L.	Spain	100	100

CEC Media S.A.	Spain	AGB Nielsen Media Research TAM Holding B.V.	Netherlands	99,3	99,3

Netvalue Internet Measurement S.A.	Spain	Netratings, LLC	Delaware	100	100

N&P Holding Spain S.L.	Spain	ASEE Nielsen Holding (Spain) S.r.l.	Spain	100	100

ASEE Nielsen Holding (Spain) S.r.l.	Spain	Neslein Holding (Spain) C.V.	Netherlands	100	100

Publinformatica S.A.	Spain	VNU Marketing Information Europe & Asia B.V.	Netherlands	50	50
		Ediciones y Suscripciones, S.A. (3rd party)	Spain	50

Nielsen EDI, S.L.	Spain	N&P Holding Spain S.L.	Spain	100	100

The Nielsen Company Lanka (Private) Limited	Sri Lanka	ACNielsen ORG-MARG Private Limited	India	100	100

ACNielsen AB	Sweden	ACNielsen Norge AS	Norway	100	100

Claritas Precision Marketing AB	Sweden	VNU Marketing Information Europe & Asia B.V.	Netherlands	100	100

AGBNielsen Media Research (Sweden) AB	Sweden	AGB Nielsen Media Research B.V.	Netherlands	100	100


Issuer	Issuer’s Jurisdiction	Holder	Holder’s Jurisdicition	Percent Owned	The Nielsen Company Percent Owned
Media Instruments S.A.	Switzerland	AGB Nielsen Media Research Media Services S.A.	Zwitserland	50	50

AGB Nielsen Media Research Media Services S.A.	Switzerland	AGB Nielsen Media Research Holding S.p.A.	Italy	100	100

NetRatings Switzerland GmbH	Switzerland	Nielsen Holding B.V.	Netherlands Netherlands	100	100

ACNielsen SA	Switzerland	A. C. Nielsen Company, LLC	Delaware	99,75	99,75

ACNielsen Management Services SA	Switzerland	Nielsen Holding B.V.	Netherlands	100	100

VNU Business Media SA	Switzerland	VNU International B.V.	Netherlands	100	100

AGB Nielsen Media Research (Taiwan) Ltd.	Taiwan	AGB Nielsen Media Research B.V.	Netherlands	100	100

The Nielsen Company Taiwan Ltd.	Taiwan	The Nielsen Company (Management Services -HK) Limited	Hong Kong	100	100

ACNielsen (Tanzania) Ltd.	Tanzania	ACNielsen Cyprus Limited	Cyprus	99	100
		A. C. Nielsen Company, LLC	Delaware	1

AGB Nielsen Media Research (Thailand) Ltd.	Thailand	AGB Nielsen Media Research B.V.	Netherlands	100	100

The Nielsen Company (Thailand) Limited	Thailand	The Nielsen Company (Singapore) Holdings Pte. Ltd.	Singapore	99,997	99,997

AMER Tunisia Sarl	Tunisia	AMER Research Limited	Cyprus	99,02	100
		ACNielsen Cyprus Limited	Cyprus	0,98

AGB Nielsen Media Research Piyasa Hizmetleri A.S.	Turkey	AGB Nielsen Media Research TAM Holding B.V.	Netherlands	99,99	99,99

ACNielsen Arastirma Hizmetleri Limited Sirket	Turkey	ACNielsen (Nederland) B.V.	Netherlands	99,6	99,6

The Nielsen Company Medya Yayincilik ve Tanitim Hizmetleri Anonim Şirketii	Turkey	VNU International B.V.	Netherlands	99,992	100

ACNielsen Uganda Limited	Uganda	ACNielsen Cyprus Limited	Cyprus	99	100
		ACNielsen Company of Canada	Canada	1


Issuer	Issuer’s Jurisdiction	Holder	Holder’s Jurisdicition	Percent Owned	The Nielsen Company Percent Owned
ACNielsen Ukraine Limited Liability Company	Ukraine	ACNielsen Cyprus Limited	Cyprus	95	100
		ACNielsen Company of Canada	Canada	5

Nielsen Book Services Limited	United Kingdom	VNU Holdco (UK) Limited	United Kingdom	100	100

AGB Nielsen Media Research Ltd. (ATR UK Ltd.)	United Kingdom	AGB Nielsen Media Research Holding S.p.A.	Italy	100	100

Interactive Market Systems (UK) Limited	United Kingdom	VNU Holdco (UK) Limited	United Kingdom	100	100

NetRatings UK Limited	United Kingdom	Nielsen Holding B.V.	Netherlands	100	100

VNU Business Media Europe Limited	United Kingdom	VNU Holdco (UK) Limited	United Kingdom	100	100

Nielsen NRG UK Limited	United Kingdom	A.C. Nielsen Company Limited	United Kingdom	100	100

NetCrawling UK Limited	United Kingdom	A. C. Nielsen Company, LLC	Delaware	100	100

A.C. Nielsen Company Limited	United Kingdom	ACNielsen Holdings UK Limited	United Kingdom	100	100

ACNielsen Holdings UK Limited	United Kingdom	Nielsen Holding France SAS	France	100	100

Nielsen EDI Limited	United Kingdom	ACNielsen Holdings UK Limited	United Kingdom	99	100
		The Nielsen Company (US), LLC	Delaware	1

VNU Entertainment Media UK Limited	United Kingdom	VNU Holdco (UK) Limited	United Kingdom	100	100

VNU Holdco (UK) Limited	United Kingdom	VNU International B.V.	Netherlands	100	100

Nielsen Media Research Limited	United Kingdom	ACNielsen Holdings UK Limited	United Kingdom	100	100

Decisions Made Easy Ltd.	United Kingdom	VNU International B.V.	Netherlands	100	100

Trader Marketing Data Limited	United Kingdom	A.C. Nielsen Company Limited	United Kingdom	100	100

Nielsen Mobile Limited	United Kingdom	Nielsen Holding B.V.	Netherlands	100	100

AGB Panamericana de Venezuela Medicion	Venezuela	AGB Netherlands C.V.	Netherlands	88,08	53,143

AC Nielsen de Venezuela S.A.	Venezuela	Nielsen Holding B.V.	Netherlands	100	100

ACN VZ Holding Company, S.A.	Venezuela	A. C. Nielsen Company, LLC	Netherlands	100	100
ACNielsen Vietnam Ltd.	Vietnam	The Nielsen Company (Singapore) Holdings Pte. Ltd.	Singapore	100	100

Schedule 9

(c) Equity Interest in Minority Investments


Company	Company Jurisdiction	Shareholder	Shareholder Jurisdiction	Percentage Owned
IBOPE xXxxxxxx.xxx	Cayman Islands	ACNielsen xXxxxxxx.xxx	Delaware	49

Beijing CR Nielsen Information Technology Co. Ltd.	China	Nielsen Online Hong Kong Limited	Hong Kong	49

Media Services S.A.	Greece	AGB Nielsen Media Research S.A.	Greece	30

Medialab S.r.l.	Italy	AGB Nielsen Media Research Holding S.p.A.	Italy	10

Recom AGB S.r.l.	Italy	AGB Nielsen Media Research Holding S.p.A.	Italy	50

AGB Stat IPSOS sal	Lebanon	AGB Nielsen Media Research TAM Holding B.V.	Netherlands	40

IBOPE AGB Mexico, S.A. de C.V.	Mexico	AGB Netherlands C.V.	Netherlands	26.7

RSDB N.V.	Netherlands	Nielsen B.V.	Netherlands	13.478

TNS AGB International S.R.L.	Romania	AGB Nielsen Media Research TAM Holding B.V.	Netherlands	29.4
		IMAS SA		19.6

Bibliographic Data Services Limited	United Kingdom	Nielsen Book Services Limited	United Kingdom	40

Interactive Network, Inc.	California	A. C. Nielsen Company, LLC	Delaware	0.36

Percipient, Inc. (merged with Efficient Market Services, Inc.)	Delaware	ACNielsen Corporation	Delaware	6.4

GQ Denver Property, L.L.C.	Delaware	A. C. Nielsen Company, LLC	Delaware	17.89

SportsOneSource, L.L.C.	Delaware	Nielsen Business Media, Inc.	Delaware	16.666
		VNU Marketing Information, Inc.	Delaware	16.666

Interactive Data Corporation	Delaware	A. C. Nielsen Company, LLC	Delaware	0.06

NONSTOP Solutions, Incorporated	California	A. C. Nielsen Company, LLC	Delaware	0.7


Company	Company Jurisdiction	Shareholder	Shareholder Jurisdiction	Percentage Owned
HCIA Holding, LLC	Delaware	VNU Marketing Information, Inc.	Delaware	34.884

Neurofocus, Inc.	California	TNC (US) Holdings, Inc.	New York	30

Market Simulations, Inc.	Delaware	A. C. Nielsen Company, LLC	Delaware	20

GlanceGuide, Inc.	California	NetRatings, LLC	Delaware	33

Schedule 10

Instruments and Tangible Chattel Paper

Global Intercompany Note dated as of August 9, 2006 between each of the Companies, as the same has been supplemented from time to time.

Schedule 11(a)

Patents and Trademarks

Trademark Registrations, Applications and Licenses

See attached.

Patent Registrations and Applications

See attached.

Patent Licenses

None.


Active Global Trademarks Owned by A. C. NIELSEN COMPANY, LLC		Schedule 11(a)

Note: Includes Trademarks held by A. C. Nielsen Company; Recordation of change to A. C. Nielsen Company, LLC in process


Total Records: 685

Country	Mark	Registrant	Filing Date	Application Number	International Class	National Local Class	Registration Date	Registration Number	Renewal Date	Comments
Algeria	MY.SPACEMAN	A. C. Nielsen Company	2008-06-07	81645	09					Application to be Withdrawn

Argentina	BRAND3	A. C. Nielsen Company	2007-04-18	2,739,931	35

Argentina	CATEGORY EXPERT PACKAGE	A. C. Nielsen Company	2001-10-19	2,356,344	35		2002-12-09	1,906,475	2012-12-09

Argentina	CATEGORY STORE	A. C. Nielsen Company	2001-05-03	2,337,021	09		2002-10-15	1,890,567	2012-10-15

Argentina	C-SOFT	A. C. Nielsen Company	2001-10-09	2,355,217	09		2002-12-04	1,905,046	2012-12-04

Argentina	C-SOFT	A. C. Nielsen Company	2001-10-09	2,355,218	35		2002-12-04	1,905,048	2012-12-04

Argentina	DEPTH & MIX	A. C. Nielsen Company	2001-10-19	2,356,345	35		2002-12-09	1,906,516	2012-12-09

Argentina	EQ	A. C. Nielsen Company	1997-10-17	2,109,192	35		1998-12-18	1,711,207	2008-12-18	Renewal Authrz’d 6/24/2008

Argentina	HOMESCAN	A. C. Nielsen Company, LLC	2009-03-27	2,904,112	35

Argentina	HOT BASKET	A. C. Nielsen Company	2001-10-09	2,355,216	35		2002-12-04	1,905,045	2012-12-04

Argentina	INA	A. C. Nielsen Company	1988-09-28	1,665,507	35		1993-10-29	1,962,927	2013-12-09

Argentina	INB	A. C. Nielsen Company	1996-06-28	2,038,673	35		2008-04-24	2,228,189	2018-04-24

Argentina	INBG	A. C. Nielsen Company	1996-06-28	2,038,674	35		1997-08-05	2,228,190	2018-04-24

Argentina	INC	A. C. Nielsen Company	1995-05-22	1,978,208	16		1996-01-26	1,589,759	2006-01-26	Renewal Authrz’d 11/15/2005

Argentina	INCT	A. C. Nielsen Company	1996-06-28	2,038,675	35		1997-08-05	2,228,188	2018-04-24

Argentina	INDIS	A. C. Nielsen Company	1996-11-25	1,058,465	35		1998-02-11	1,658,044	2008-02-11	Renewal Authrz’d 10/31/2007

Argentina	INF*ACT	A. C. Nielsen Company	1988-11-22	1,672,426	35		1989-04-11	1,742,861	2009-07-01	Registration to be Allowed to Lapse 7/01/2009

Argentina	MARKET TRACK	A. C. Nielsen Company	1997-08-25	2,099,547	35		1998-11-18	1,704,977	2008-11-18	Renewal Authrz’d 6/24/2008

Argentina	MY.SPACEMAN	A. C. Nielsen Company	2008-06-04	2,830,276	09					Application to be Withdrawn

Argentina	MYSCAN	A. C. Nielsen Company	2005-12-07	2,637,182	35		2007-05-24	2,160,412	2017-05-24

Argentina	NITE	A. C. Nielsen Company	2001-04-09	2,334,045	09		2002-10-09	1,889,581	2012-10-09

Argentina	NITRO	A. C. Nielsen Company		2,197,123	09		1998-10-27	1,697,700	2008-10-27	Renewal Authrz’d

										6/24/2008

Argentina	NRI	A. C. Nielsen Company	2001-04-09	2,334,043	35		2004-07-19	1,985,502	2014-07-19

Argentina	PATHFINDER ANALYSIS LIBRARY	A. C. Nielsen Company	1998-08-26	2,171,530	16		1999-11-30	1,765,312	2009-11-30	Registration to be Allowed to lapse 11/30/2009

Argentina	PRECIOS HOY HOY	A. C. Nielsen Company	2001-10-19	2,356,346	35		2002-12-09	1,906,518	2012-12-09

Argentina	PRICE TRACK	A. C. Nielsen Company	1999-11-05	2,250,565	35		2002-05-22	1,872,313	2012-05-22

Argentina	PRICEITRIGHT	A. C. Nielsen Company	2006-09-07	2,699,698	09		2007-10-30	2,191,822	2017-10-30

Argentina	PRICEITRIGHT	A. C. Nielsen Company	2006-09-07	2,699,699	35

Page 1 of 102

Active Global Trademarks Owned by A. C. NIELSEN COMPANY, LLC

Note: Includes Trademarks held by A. C. Nielsen Company; Recordation of change to A. C. Nielsen Company, LLC in process

Total Records: 685


Country	Mark	Registrant	Filing Date	Application Number	International Class	National Local Class	Registration Date	Registration Number	Renewal Date	Comments
Argentina	QUICKMERCH	A. C. Nielsen Company	1998-06-03	2,154,619	09		2000-03-24	1,782,669	2010-03-24	Registration to be Allowed to Lapse 3/24/2010

Argentina	RDRS	A. C. Nielsen Company	2001-10-09	2,355,221	09		2002-12-04	1,905,055	2012-12-04

Argentina	RDRS	A. C. Nielsen Company	2001-10-09	2,355,222	35		2002-12-04	1,905,059	2012-12-04

Argentina	SABINE	A. C. Nielsen Company	1992-06-15	1,846,016	35		1993-07-30	1,951,579	2013-09-18

Argentina	SCANTRACK	A. C. Nielsen Company	1986-09-16	1,562,521	35		1998-08-12	1,679,998	2008-08-12	Renewal Authrz’d 4/29/2008

Argentina	SCANTRACK and Design	A. C. Nielsen Company	1998-06-19	2,157,781	35		1999-09-29	1,754,748	2009-09-29	Registration to be Allowed to Lapse 9/29/2009

Argentina	SOFT-METIC	A. C. Nielsen Company	2001-10-09	2,355,219	09		2002-12-04	1,905,050	2012-12-04

Argentina	SOFT-METIC	A. C. Nielsen Company	2001-10-09	2,355,220	35		2002-12-04	1,905,052	2012-12-04

Argentina	SPACEMAN	A. C. Nielsen Company	1989-10-11	1,707,376	09		1992-10-30	1,902,316	2012-11-28

Argentina	SPACEMAN	A. C. Nielsen Company	1989-10-11	1,707,377	42		1990-02-28	1,785,017	2010-03-31

Argentina	SPACEMAN MERCHANDISING CENTRAL	A. C. Nielsen Company	1998-09-16	2,175,827	09		2000-04-07	1,787,167	2010-04-07	Registration to be Allowed to Lapse 04/07/2010

Argentina	SPACEMAN/LIVE	A. C. Nielsen Company	1989-11-08	1,711,282	09		1990-03-30	1,787,798	2010-04-11

Argentina	STE	A. C. Nielsen Company	2003-11-12	2,475,218	35		2005-05-23	2,028,337	2015-05-23

Argentina	STORE TRACK	A. C. Nielsen Company	1999-11-05	2,250,567	35		2002-04-09	1,866,574	2012-04-09

Argentina	STORE TRACK EVALUATOR	A. C. Nielsen Company	2003-11-12	2,475,219	35		2005-05-23	2,028,336	2015-05-23

Argentina	TOTAL STORE	A. C. Nielsen Company	2003-12-10	2,482,540	35		2006-08-11	2,104,583	2016-08-11

Argentina	TOTAL STORE VISION COMPLETA DE SU NEGOCIO Design (Portrait)	A. C. Nielsen Company	2003-12-10	2,482,539	35		2005-07-26	2,036,058	2015-07-26

Argentina	TRADE AREA	A. C. Nielsen Company	1999-11-05	2,250,566	35		2001-04-09	1,824,619	2011-04-09

Argentina	TRADE EXPRESS	A. C. Nielsen Company	2001-04-09	2,334,044	35		2005-07-22	2,035,739	2015-07-22

Argentina	TRADING AREAS	A. C. Nielsen Company	2001-04-09	2,334,042	35		2002-10-09	1,889,577	2012-10-09

Argentina	WEB EXPRESS	A. C. Nielsen Company	2004-01-07	2,487,442	35		2006-01-16	2,062,759	2016-01-16

Argentina	WINNING BRANDS	A. C. Nielsen Company	1998-03-12	2,137,573	35		1999-04-26	1,733,508	2009-04-26	Renewal Authrz’d 2/06/2009

Australia	ADS@WORK	A. C. Nielsen Company	2004-07-26	1,012,606	09 35		2005-04-12	1,012,606	2014-07-26

Australia	AGB	A. C. Nielsen Company	1999-10-19	810,883	35		2000-12-06	810,883	2009-10-19	Registration to be Allowed to Lapse 10/19/2009

Australia	AGB MCNAIR	A. C. Nielsen Company	1998-08-04	769,360	35		1999-04-13	769,360	2018-08-04

Australia	ASSORTMAN	A. C. Nielsen Company	2007-08-13	1,192,644	09 35		2008-05-12	1,192,644	2017-08-13

Australia	BRAND3	A. C. Nielsen Company	2007-04-10	1,170,322	35		2008-01-04	1,170,322	2017-04-10

Australia	C*TRACK	A. C. Nielsen Company	1997-06-18	737,194	35		1998-02-13	737,194	2017-06-18

Australia	CONCEPTS@WORK	A. C. Nielsen Company	2004-03-10	992,370	35		2004-11-12	992,370	2014-03-10

Page 2 of 102

Active Global Trademarks Owned by A. C. NIELSEN COMPANY, LLC

Note: Includes Trademarks held by A. C. Nielsen Company; Recordation of change to A. C. Nielsen Company, LLC in process

Total Records: 685


Country	Mark	Registrant	Filing Date	Application Number	International Class	National Local Class	Registration Date	Registration Number	Renewal Date	Comments
Australia	DECISIONSMART	A. C. Nielsen Company	2005-08-23	1,071,412	09 42		2006-04-10	1,071,412	2015-08-23

Australia	DELTAQUAL	A. C. Nielsen Company	2004-07-26	1,012,607	09 35		2005-04-12	1,012,607	2014-07-26

Australia	ENREACH	A. C. Nielsen Company	2006-07-03	1,121,652	35		2007-03-06	1,121,652	2016-07-03

Australia	EQ	A. C. Nielsen Company	1997-10-16	746,485	35		2000-10-11	746,485	2017-10-16

Australia	HOMEPANEL	A. C. Nielsen Company	1998-01-12	752,547	35		1998-10-14	752,547	2018-01-12

Australia	HOMESCAN	A. C. Nielsen Company	1998-01-12	752,546	35		1998-10-14	752,546	2018-01-12

Australia	INF*ACT	A. C. Nielsen Company	1980-05-06	345,844	35		1980-05-06	345,844	2011-05-06

Australia	INF*ACT	A. C. Nielsen Company	1979-02-01	326,431	42		1979-02-01	A326,431	2010-02-01

Australia	MAILPIX	A. C. Nielsen Company	2004-07-13	1,010,649	35		2005-03-14	1,010,649	2014-07-13

Australia	MEDIA GARDEN/MEDIA GARDENS	A. C. Nielsen Company	1994-02-17	622,879	09		1994-02-17	A622,879	2014-02-17

Australia	MEDIAPIX	A. C. Nielsen Company	2001-04-02	871,249	35		2002-03-20	871,249	2011-04-02

Australia	MY.SPACEMAN	A. C. Nielsen Company	2008-06-05	1,244,736	09					Application to be Withdrawn

Australia	MYSCAN	A. C. Nielsen Company	2005-11-30	1,088,134	35		2006-08-04	1,088,134	2015-11-30

Australia	PACKS@WORK	A. C. Nielsen Company	2004-07-26	1,012,605	09 35		2005-04-12	1,012,605	2014-07-26

Australia	PRICEITRIGHT	A. C. Nielsen Company	2006-08-23	1,131,025	09 35		2007-06-04	1,131,025	2016-08-23

Australia	PRINTPIX	A. C. Nielsen Company	2001-07-20	883,138	35		2002-06-28	883,138	2011-07-20

Australia	SABINE	A. C. Nielsen Company	1980-05-06	345,850	35		1980-05-06	B345,850	2011-05-06

Australia	SCANTRACK	A. C. Nielsen Company	1985-08-27	432,304	35		1985-08-27	A432,304	2016-08-27

Australia	SPACEMAN	A. C. Nielsen Company	1989-05-17	510,890	09		1989-05-17	510,890	2016-05-17

Australia	SPACEMAN	A. C. Nielsen Company	1989-07-07	514,465	42		1989-07-07	514,465	2016-07-07

Australia	SPECTRA	A. C. Nielsen Company	2007-08-13	1,192,666	35

Australia	TVPIX	A. C. Nielsen Company	2001-07-20	883,137	35		2002-06-28	883,137	2011-07-20

Australia	WINNING BRANDS	A. C. Nielsen Company	1998-03-05	756,581	35		2000-11-15	756,581	2018-03-05

Australia	YOUR VOICE	A. C. Nielsen Company	2004-09-15	1,020,299	09 35 42		2005-07-01	1,020,299	2014-09-15

Austria	BRAND HEALTH BAROMETER	A. C. Nielsen Company	2007-04-24	AM 2984/2007	35

Austria	INF*ACT	A. C. Nielsen Company	1982-01-05	AM 4/82	42		1982-06-07	99,863	2012-06-30

Austria	MarketTrack	A. C. Nielsen Company	1999-05-27	AM 3175/99	35		2000-01-10	186,032	2010-01-31

Austria	SCANTEST	A. C. Nielsen Company	1988-10-24	AM 4809/88	35		1990-06-18	131,130	2010-06-30

Austria	SPACEMAN	A. C. Nielsen Company	1989-05-31	AM 2603/89	09 42		1989-11-14	128,159	2009-11-30

Azerbaijan	MY.SPACEMAN	A. C. Nielsen Company	2008-06-06	2008 0816	09					Application to be Withdrawn

Azerbaijan	SPACEMAN	A. C. Nielsen Company	2008-06-06	2008 0815	09

Benelux	BRANDTRACK	A. C. Nielsen Company	1990-11-06	626,422	35		1990-11-06	486,643	2010-11-06

Benelux	EQ	A. C. Nielsen Company	1997-10-15	902,806	35		1997-10-15	627,668	2017-10-15

Benelux	EUROMETER	A. C. Nielsen Company	1990-07-03	748,510	35		1990-07-03	483,787	2010-07-03

Page 3 of 102

Active Global Trademarks Owned by A. C. NIELSEN COMPANY, LLC

Note: Includes Trademarks held by A. C. Nielsen Company; Recordation of change to A. C. Nielsen Company, LLC in process

Total Records: 685


Country	Mark	Registrant	Filing Date	Application Number	International Class	National Local Class	Registration Date	Registration Number	Renewal Date	Comments
Benelux	PRODIS	A. C. Nielsen Company	1989-07-06	731,331	35		1989-07-06	463,820	2009-07-06	Registration to be Allowed to Lapse 7/06/2009

Benelux	SCANPRO	A. C. Nielsen Company	1989-07-06	731,332	35		1989-07-06	466,242	2019-07-06

Benelux	TIS (Trade Information System)	A. C. Nielsen Company	1989-07-06	731,330	35		1989-07-06	465,876	2009-07-06	Registration to be Allowed to Lapse 7/06/2009

Bolivia	MY.SPACEMAN	A. C. Nielsen Company	2008-06-25	SM-3002	09					Application to be Withdrawn

Brazil	BRAND3	A. C. Nielsen Company	2007-04-12	900,274,565	35

Brazil	EQ	A. C. Nielsen Company	1997-11-20	820,402,745	35		2001-03-20	820,402,745	2011-03-20

Brazil	HOMEPANEL	A. C. Nielsen Company	1998-03-18	820,620,599	35	40.36	1999-12-14	820,620,599	2009-12-14	Renewal Authrz’d 5/01/2009

Brazil	HOMESCAN	A. C. Nielsen Company	1998-03-18	820,620,580	35	40.36	2008-03-04	820,620,580	2018-03-04

Brazil	INF*ACT	A. C. Nielsen Company	1989-10-18	815,177,623	09	9.40 9.55	1991-10-15	815,177,623	2011-10-15

Brazil	INF*ACT	A. C. Nielsen Company	1989-11-29	815,251,513	42	40.34	1992-05-19	815,251,513	2012-05-19

Brazil	INSTANTANEO	A. C. Nielsen Company	1987-09-11	813,730,902	35		1990-05-01	813,730,902	2010-05-01

Brazil	MYSCAN	A. C. Nielsen Company	2005-12-06	827,968,531	35

Brazil	OBSERVADOR	A. C. Nielsen Company	1987-06-08	813,569,842	35	40.36	1988-11-22	813,569,842	2008-11-22	Renewal Authrz’d 7/15/2008

Brazil	PATHFINDER ANALYSIS LIBRARY	A. C. Nielsen Company	1998-09-16	821,068,938	16		2005-10-04	821,068,938	2015-10-04	Disclaims: ANALYSIS; LIBRARY

Brazil	PRICEITRIGHT	A. C. Nielsen Company	2006-08-28	828,676,348	09

Brazil	PRICEITRIGHT	A. C. Nielsen Company	2006-08-28	828,676,399	35

Brazil	PROMOTRACK	A. C. Nielsen Company	1992-10-15	816,944,830	35	40.34 40.36	1994-03-29	816,944,830	2014-03-29

Brazil	QUICKMERCH	A. C. Nielsen Company	1998-06-22	820,848,212	09		2000-07-25	820,848,212	2010-07-25	Registration to be Allowed to Lapse 7/25/2010

Brazil	SCANTEST	A. C. Nielsen Company	1990-11-08	815,939,370	42	40.36	1992-08-18	815,939,370	2012-08-18

Brazil	SCANTRACK	A. C. Nielsen Company	1986-09-04	812,849,582	35	40.36	1988-08-09	812,849,582	2008-08-09	Renewal Authrz’d 4/11/2008

Brazil	SPACEMAN	A. C. Nielsen Company	1989-08-28	815,065,388	09		1991-06-04	815,065,388	2011-06-04

Brazil	SPACEMAN	A. C. Nielsen Company	1989-08-28	815,065,396	42	40.35	1991-07-02	815,065,396	2011-07-02

Brazil	SPACEMAN COLLECTOR	A. C. Nielsen Company	2004-02-18	826,258,964	09		2007-09-25	826,258,964	2017-09-25

Brazil	SPACEMAN IMAGE TRACK	A. C. Nielsen Company	2004-02-18	826,258,956	09		2007-09-25	826,258,956	2017-09-25

Brazil	SPACEMAN/ LIVE	A. C. Nielsen Company	1989-11-29	815,250,401	09	9.40 9.55	1991-10-15	815,250,401	2011-10-15

						9.80

Brazil	TABLOIDES	A. C. Nielsen Company	2004-12-28	827,028,369	35		2007-11-06	827,028,369	2017-11-06

Brazil	TOTAL STORE	A. C. Nielsen Company	2004-12-28	827,028,318	35		2007-11-06	827,028,318	2017-11-06

Brazil	WINNING BRANDS	A. C. Nielsen Company	1998-03-19	820,622,052	35		2002-10-15	820,622,052	2012-10-15

Page 4 of 102

Active Global Trademarks Owned by A. C. NIELSEN COMPANY, LLC

Note: Includes Trademarks held by A. C. Nielsen Company; Recordation of change to A. C. Nielsen Company, LLC in process

Total Records: 685


Country	Mark	Registrant	Filing Date	Application Number	International Class	National Local Class	Registration Date	Registration Number	Renewal Date	Comments
Canada	ADTARGETER	A. C. Nielsen Company	1996-03-20	807,635			1997-03-18	TMA 472,970	2012-03-18

Canada	CHANNEL WATCH	A. C. Nielsen Company	1994-07-15	758,144			1996-05-17	TMA 457,335	2011-11-17	Disclaims: WATCH

Canada	CONVENIENCE TRACK	A. C. Nielsen Company	2002-05-07	1 139,980			2005-03-09	TMA 634,800	2020-03-09

Canada	DECISIONSMART	A. C. Nielsen Company	2005-08-23	1,269,552			2006-11-16	TMA 677,154	2021-11-16

Canada	EQ	A. C. Nielsen Company	1997-10-14	858,620			1999-03-10	TMA 509,090	2014-03-10

Canada	ERIM	A. C. Nielsen Company	1983-12-05	513,226			1985-12-20	309,416	2015-12-20

Canada	FINMOD	A. C. Nielsen Company	1981-04-22	468,762			1982-01-15	265,802	2012-01-15

Canada	FRESHTRACK	A. C. Nielsen Company	1999-08-17	1,025,938			2002-03-11	TMA 558,964	2017-03-11

Canada	HOMESCAN	A. C. Nielsen Company	1994-07-20	759,847			1995-05-19	443,156	2010-05-19

Canada	INF*ACT	A. C. Nielsen Company	1981-04-22	468,761			1982-01-15	265,801	2012-01-15

Canada	INSIGHT MODELLER	A. C. Nielsen Company	1991-07-30	686,907			1994-11-18	435,495	2009-11-18	Registration to be Allowed to Lapse 11/18/2009

Canada	INSPECK	A. C. Nielsen Company	1988-07-11	610,766			1989-06-09	356,995	2019-06-09

Canada	KEY ACCOUNT	A. C. Nielsen Company	1994-07-19	759,954			1996-09-20	TMA 463,543	2011-09-20	Disclaims: ACCOUNT

Canada	KEY ACCOUNT STOREVIEW	A. C. Nielsen Company	2006-05-31	1,303,635			2007-08-03	TMA 693,427	2022-08-03

Canada	MERCHMAN	A. C. Nielsen Company	1997-04-29	843,703			1998-04-14	TMA 492,817	2013-04-14

Canada	MY.SPACEMAN	A. C. Nielsen Company	2008-06-04	1,398,148						Application to be Withdrawn

Canada	NC/TI	A. C. Nielsen Company	1980-09-22	459,015			1981-03-13	256,812	2011-03-13

Canada	NPPS	A. C. Nielsen Company	1980-09-22	459,020			1981-03-13	256,814	2011-03-13

Canada	NWSS	A. C. Nielsen Company	1980-09-22	459,017			1981-03-13	256,813	2011-03-13

Canada	PromoScan (Stylized)	A. C. Nielsen Company	1987-01-28	577,012			1988-05-27	340,916	2018-05-27

Canada	PROMOTRAC	A. C. Nielsen Company	1984-09-04	527,873			1986-08-15	317,345	2016-08-15

Canada	QUICKMERCH	A. C. Nielsen Company	1998-11-17	896,345			2001-08-24	550,216	2016-08-24

Canada	SABINE	A. C. Nielsen Company	1982-10-19	493,639			1983-06-17	280,505	2013-06-17

Canada	SCANTRACK	A. C. Nielsen Company	1982-09-17	492,310			1983-06-17	280,445	2013-06-17

Canada	SCORE	A. C. Nielsen Company	1988-04-19	605,142			1989-04-21	354,804	2019-04-21

Canada	SHELFTRACK	A. C. Nielsen Company	1988-04-19	605,141			1989-12-22	364,009	2019-12-22

Canada	SPACEMAN	A. C. Nielsen Company	1989-11-01	643,763			1991-03-29	382,373	2021-03-29

Canada	TDLINX	A. C. Nielsen Company	2006-05-26	1,303,073			2008-01-16	704,839	2023-01-16

Canada	TESTSIGHT	A. C. Nielsen Company	1987-05-12	583,869			1988-09-30	345,542	2018-09-30

Chile	EQ	A. C. Nielsen Company	1997-11-04	395,748	35		1998-06-08	514,086	2018-06-08

Chile	HOMEPANEL	A. C. Nielsen Company	1998-03-18	408,810	35		2002-09-06	641,494	2012-09-06

Chile	HOMESCAN	A. C. Nielsen Company	1998-01-22	403,533	35		1998-09-17	522,018	2008-09-17	Renewal Authrz’d 4/04/2008

Chile	IPS	A. C. Nielsen Company	2004-10-07	662,199	09		2005-03-07	719,283	2015-03-07

Chile	IPS	A. C. Nielsen Company	2004-10-07	662,200	35		2005-03-07	719,284	2015-03-07

Page 5 of 102

Active Global Trademarks Owned by A. C. NIELSEN COMPANY, LLC

Note: Includes Trademarks held by A. C. Nielsen Company; Recordation of change to A. C. Nielsen Company, LLC in process


Total Records: 685
Country	Mark	Registrant	Filing Date	Application Number	International Class	National Local Class	Registration Date	Registration Number	Renewal Date	Comments
Chile	MY.SPACEMAN	A. C. Nielsen Company	2008-06-11	824,042	09					Application to be Withdrawn

Chile	MYSCAN	A. C. Nielsen Company	2005-12-13	713,901	35		2006-03-28	754,698	2016-03-28

Chile	SCANTRACK	A. C. Nielsen Company	1994-06-03	275,861	09		1995-04-21	729,704	2015-07-22

Chile	SCANTRACK	A. C. Nielsen Company	1992-01-08	196,871	35		1992-09-20	645,697	2012-10-16

Chile	SCANTRACK	A. C. Nielsen Company	1994-06-03	275,862	42		1995-04-21	443,889	2015-07-22

Chile	SPACEMAN	A. C. Nielsen Company	1992-04-16	205,760	09		1992-10-15	652,888	2012-12-20

Chile	SPACEMAN	A. C. Nielsen Company	1992-04-16	205,761	42		1992-10-15	652,889	2012-12-20

Chile	SPACEMAN IMAGE TRACK	A. C. Nielsen Company	2004-12-09	668,887	09		2005-09-07	732,895	2015-09-07

Chile	WINNING BRANDS	A. C. Nielsen Company	1998-03-06	407,627	35		1998-11-30	528,707	2008-11-30	Renewal Authrz’d 4/04/2008

China	ADS@WORK	A. C. Nielsen Company	2004-07-26	4,187,557	09		2006-12-21	4,187,557	2016-12-20

China	ADS@WORK	A. C. Nielsen Company	2004-07-26	4,187,572	35

China	ASSORTMAN	A. C. Nielsen Company	2008-01-04	6,492,328	09

China	ASSORTMAN	A. C. Nielsen Company	2008-01-04	6,492,327	35

China	ASSORTMAN	A. C. Nielsen Company	2008-01-04	6,492,377	38

China	BRAND3	A. C. Nielsen Company	2007-04-19	6,007,412	35

China	DELTAQUAL	A. C. Nielsen Company	2004-07-27	4,190,919	09		2006-11-14	4,190,919	2016-11-13

China	DELTAQUAL	A. C. Nielsen Company	2004-07-27	4,190,918	35		2006-11-14	4,190,918	2016-11-13

China	ENREACH	A. C. Nielsen Company	2006-07-10	5,471,037	35

China	HOMEPANEL	A. C. Nielsen Company	1998-02-09	98/000-010763	35		1999-05-21	1,277,492	2019-05-20

China	HOMESCAN	A. C. Nielsen Company	1998-02-25	98/000-15359	35		1999-05-21	1,277,478	2019-05-20

China	MY.SPACEMAN	A. C. Nielsen Company	2008-06-04	6,764,627	09					Application to be Withdrawn

China	MYSCAN	A. C. Nielsen Company	2005-12-12	5,057,646	35

China	PACKS@WORK	A. C. Nielsen Company	2004-07-27	4,190,921	09		2006-11-14	4,190,921	2016-11-13

China	PACKS@WORK	A. C. Nielsen Company	2004-07-27	4,190,920	35		2007-11-28	4,190,920	2017-11-27

China	PATHFINDER ANALYSIS LIBRARY	A. C. Nielsen Company	1998-08-25	98/000-97455	16		1999-11-07	1,330,448	2009-11-07	Registration to be Allowed to Lapse 11/07/2009

China	PRICEITRIGHT	A. C. Nielsen Company	2006-08-28	5,571,538	09

China	PRICEITRIGHT	A. C. Nielsen Company	2006-08-28	5,571,537	35

China	QUICKMERCH	A. C. Nielsen Company	1998-06-12	98/000-63857	09		1999-11-14	1,333,827	2009-11-14	Registration to be Allowed to Lapse 11/14/2009

China	SCANTRACK	A. C. Nielsen Company	2004-07-02	4,149,557	35		2007-12-14	4,149,557	2017-12-13

China	TOMORROW’S LEADING CITIES	A. C. Nielsen Company	2006-01-24	5,138,528	09		2009-03-21	5,138,528	2019-03-20

China	TOMORROW’S LEADING CITIES	A. C. Nielsen Company	2006-01-24	5,138,527	35

Page 6 of 102

Active Global Trademarks Owned by A. C. NIELSEN COMPANY, LLC

Note: Includes Trademarks held by A. C. Nielsen Company; Recordation of change to A. C. Nielsen Company, LLC in process


Total Records: 685
Country	Mark	Registrant	Filing Date	Application Number	International Class	National Local Class	Registration Date	Registration Number	Renewal Date	Comments
China	YOUR VOICE A REWARDING EXPERIENCE (Chinese/English)	A. C. Nielsen Company	2005-06-13	4,717,261	09		2008-04-14	4,717,261	2018-04-13

China	YOUR VOICE A REWARDING EXPERIENCE (Chinese/English)	A. C. Nielsen Company	2005-06-13	4,717,260	35

China	YOUR VOICE A REWARDING EXPERIENCE (Chinese/English)	A. C. Nielsen Company	2005-06-13	4,717,259	42

Colombia	AEM	A. C. Nielsen Company	1989-08-18	307,770	35		1993-07-26	142,435	2013-07-26

Colombia	EQ	A. C. Nielsen Company	1997-10-17	97-061,134	35		1998-06-30	209,675	2018-06-30

Colombia	HOMEPANEL	A. C. Nielsen Company	1998-01-14	98-001,222	35		1998-07-31	211,139	2018-07-31

Colombia	HOMESCAN	A. C. Nielsen Company	1998-01-14	98-001,223	35		1998-07-31	211,140	2018-07-31

Colombia	HOT BASKETS	A. C. Nielsen Company	2000-09-05	66,654	35		2001-05-08	235,769	2011-05-08

Colombia	INA	A. C. Nielsen Company	1989-08-18	307,783	35		1997-06-23	203,789	2017-06-23

Colombia	INAH	A. C. Nielsen Company	1989-08-18	307,785	35		1993-07-26	142,718	2013-07-26

Colombia	INC	A. C. Nielsen Company	1989-08-18	307,784	35		1993-09-14	142,429	2013-09-14

Colombia	INF*ACT	A. C. Nielsen Company	1989-10-26	312,177	09		1992-06-15	137,830	2017-06-15

Colombia	INF*ACT	A. C. Nielsen Company	1989-08-18	307,773	35		1993-09-14	142,432	2013-09-14

Colombia	INF*ACT	A. C. Nielsen Company	1989-10-26	312,176	42		1992-06-15	137,829	2017-06-15

Colombia	INHB	A. C. Nielsen Company	1989-08-18	307,788	35		1993-09-14	142,427	2013-09-14

Colombia	INT	A. C. Nielsen Company	1989-08-18	307,786	35		1993-06-01	140,900	2013-06-01

Colombia	LARGE SCALE DISTRIBUTION ANALYSIS	A. C. Nielsen Company	2000-04-13	00-027,310	35		2001-01-03	235,515	2011-01-03

Colombia	MAJERS	A. C. Nielsen Company	1989-08-18	307,771	35		1994-01-06	161,962	2014-01-06

Colombia	MEDIA ADVISOR	A. C. Nielsen Company	1994-10-18	94-047,455	09		1995-08-30	181,687	2015-08-30

Colombia	MY.SPACEMAN	A. C. Nielsen Company	2008-06-06	08-057,849	09					Application to be Withdrawn

Colombia	MYSCAN	A. C. Nielsen Company	2005-12-06	05-123,808	35		2006-07-06	317,857	2016-07-06

Colombia	NCI	A. C. Nielsen Company	1989-08-18	307,779	35		1993-09-14	142,439	2013-09-14

Colombia	NDI	A. C. Nielsen Company	1989-08-18	307,782	35		1993-09-14	142,433	2013-09-14

Colombia	NFI	A. C. Nielsen Company	1989-08-18	307,778	35		1993-09-14	142,430	2013-09-14

Colombia	NHI	A. C. Nielsen Company	1989-08-18	307,780	35		1993-09-14	142,438	2013-09-14

Colombia	NITE	A. C. Nielsen Company	2000-09-05	66,657	09

Colombia	NRI	A. C. Nielsen Company	1989-08-18	307,787	35		1993-09-14	142,428	2013-09-14

Colombia	NWSS	A. C. Nielsen Company	1989-08-18	307,774	35		1993-09-14	142,431	2013-09-14

Colombia	RETAIL DECISION REPORT - REPORTES DECISIÓN RETAIL	A. C. Nielsen Company	2000-09-05	66,659	35		2003-07-28	270,711	2013-07-28

Colombia	SABINE	A. C. Nielsen Company	1989-08-18	307,777	35		1993-09-14	143,009	2013-09-14

Page 7 of 102

Active Global Trademarks Owned by A. C. NIELSEN COMPANY, LLC

Note: Includes Trademarks held by A. C. Nielsen Company; Recordation of change to A. C. Nielsen Company, LLC in process

Total Records: 685


Country	Mark	Registrant	Filing Date	Application Number	International Class		National Local Class	Registration Date	Registration Number	Renewal Date	Comments
Colombia	SCANTRACK	A. C. Nielsen Company	1986-09-29	261,119	35			1990-06-12	129,186	2015-06-12

Colombia	SOS	A. C. Nielsen Company	1989-08-18	92-307,776	35			1997-05-30	228,532	2017-05-30

Colombia	SPACEMAN	A. C. Nielsen Company	1989-08-08	307,100	09			1993-07-07	141,744	2013-07-07

Colombia	SPACEMAN IMAGE TRACK	A. C. Nielsen Company	2004-12-10	04-123,998	09			2005-08-29	301,963	2015-08-29

Colombia	SPACEMAX	A. C. Nielsen Company	1989-08-18	307,772	35			1993-09-14	142,434	2013-09-14

Colombia	STORE TRACK	A. C. Nielsen Company	2000-04-13	00-027,307	35			2000-12-21	231,423	2010-12-21

Colombia	STORE TRACK EVALUATOR	A. C. Nielsen Company	2006-11-01	06-111,133	35			2007-11-09	346,109	2017-11-09

Colombia	WEB EXPRESS	A. C. Nielsen Company	2003-12-30	03-113,244	35			2004-07-30	285,881	2014-07-30

Colombia	WINNING BRANDS	A. C. Nielsen Company	1998-03-06	98-012,412	35			1998-08-19	211,448	2018-08-19

Costa Rica	MY.SPACEMAN	A. C. Nielsen Company	2008-06-10	2008-5637	09						Application to be Withdrawn

Costa Rica	RETAIL INDEX	A. C. Nielsen Company	2006-10-23	2006-0009920	35			2007-05-28	167,825	2017-05-28

Costa Rica	SCANTRACK	A. C. Nielsen Company	2006-12-22	2006-12023	35			2007-06-25	168,971	2017-06-25

Costa Rica	SPACEMAN	A. C. Nielsen Company	1998-11-30	20533	09			1999-05-18	113,761	2009-05-18	Renewal Authrz’d 1/29/2009

Costa Rica	STORETRACK	A. C. Nielsen Company	2008-04-17	01/2008-	35			2008-12-18	183,500	2018-12-18

Denmark	BRAND3	A. C. Nielsen Company	2007-04-11	VA 2007 01406	35			2007-08-07	VR 2007 01406	2017-08-07

Denmark	EUROMETER	A. C. Nielsen Company	1990-07-04	VA 1990 05238	35			1991-08-23	VR 1991 05320	2011-08-23

Denmark	MARKET*MONITOR	A. C. Nielsen Company	2002-05-21	VA 2002 02140	35	42		2002-08-08	VR 2002 02800	2012-08-08

Denmark	MARKET*NAVIGATOR	A. C. Nielsen Company	2002-05-21	VA 2002 02135	35	42		2002-07-26	VR 2002 02696	2012-07-26

Denmark	MARKET*TRACK	A. C. Nielsen Company	2002-08-08	VA 2002 03112	35			2002-08-19	VR 2002 02907	2012-08-19

Denmark	MINERVA SNAP*SHOT	A. C. Nielsen Company	2002-05-21	VA 2002 02138	35	42		2002-07-26	VR 2002 02697	2012-07-26

Denmark	NORDIC MARKET*MONITOR	A. C. Nielsen Company	2002-05-21	VA 2002 02141	35	42		2002-08-08	VR 2002 02801	2012-08-08

Denmark	NORDIC MARKET*NAVIGATOR	A. C. Nielsen Company	2002-05-21	VA 2002 02136	35	42		2002-05-28	VR 2002 01869	2012-05-28

Denmark	PROFIL	A. C. Nielsen Company	2002-05-21	VA 2002 02139	35	42		2002-08-08	VR 2002 02799	2012-08-08

Denmark	SCANDINAVIAN	A. C. Nielsen Company	2002-05-21	VA 2002 02142	35	42		2002-08-08	VR 2002 02802	2012-08-08

	MARKET*MONITOR

Denmark	SCANDINAVIAN	A. C. Nielsen Company	2002-05-21	VA 2002 02137	35	42		2002-05-28	VR 2002 01871	2012-05-28

	MARKET*NAVIGATOR

Denmark	SPACEMAN	A. C. Nielsen Company	1989-04-26	VA 1989 02995	09			1991-11-08	VR 1991 07842	2011-11-08

Denmark	WINNING BRANDS	A. C. Nielsen Company	1998-03-04	VA 2000 03267	35			2000-11-02	VR 2000 05052	2010-11-02

Dominican Republic	MY.SPACEMAN	A. C. Nielsen Company	2008-06-30	2008-27992	09						Application to be Withdrawn

Ecuador	AEM	A. C. Nielsen Company	1994-11-15	51,824	35			1995-12-27	DNPI-1346-95-	2015-12-27

Ecuador	INF*ACT	A. C. Nielsen Company	1994-11-15	51,827	09			1996-09-27	DNPI-894-96-	2016-09-27

Ecuador	MEDIA ADVISOR	A. C. Nielsen Company	1994-11-15	51,834	09			1995-12-22	DNIP-4665-95-	2015-12-22

Ecuador	MY.SPACEMAN	A. C. Nielsen Company	2008-06-12	200,592	09						Application to be Withdrawn

Active Global Trademarks Owned by A. C. NIELSEN COMPANY, LLC

Note: Includes Trademarks held by A. C. Nielsen Company; Recordation of change to A. C. Nielsen Company, LLC in process

Total Records: 685


Country	Mark	Registrant	Filing Date	Application Number	International Class	National Local Class	Registration Date	Registration Number	Renewal Date	Comments
Ecuador	NCI	A. C. Nielsen Company	1994-11-15	51,825	35		1995-12-27	DNIP-1347-95-	2015-12-27

Ecuador	NDI	A. C. Nielsen Company	1994-11-15	51,826	35		1995-12-27	DNIP-1348-95-	2015-12-27

Ecuador	NFI	A. C. Nielsen Company	1994-11-15	51,835	35		1995-12-27	DNIP-1351-95-	2015-12-27

Ecuador	NRI	A. C. Nielsen Company	1994-11-15	51,836	35		1995-12-27	DNIP-1352-95-	2015-12-27

Ecuador	SCANTRACK	A. C. Nielsen Company	1994-11-15	51,832	35		1995-12-27	DNPI-1350-95-	2015-12-27

Ecuador	SPACEMAN	A. C. Nielsen Company	1994-11-15	51,833	09		1996-09-27	2565-IEPI	2016-09-27

Ecuador	SPACEMAN MERCHANDISING CENTRAL	A. C. Nielsen Company	1998-09-22	91,021	09		2000-08-30	5950-00 DNPI	2010-08-30

Egypt	MY.SPACEMAN	A. C. Nielsen Company	2008-06-08	218007	09					Application to be Withdrawn

El Salvador	HOMESCAN	A. C. Nielsen Company	2006-08-15	E-60389-2006	35		2007-12-04	35 Book 97	2017-12-04

El Salvador	RETAIL INDEX	A. C. Nielsen Company	2006-08-15	E-60390-2006	35		2007-05-11	46 Book 84	2017-05-11

El Salvador	SPACEMAN	A. C. Nielsen Company	2006-08-15	E-60391-2006	09		2007-10-30	47 Book 95	2017-10-30

European Community Trademarks (CTM)	DECISIONSMART	A. C. Nielsen Company	2005-08-24	4,603,461	09 42		2006-08-25	4,603,461	2015-08-24

European Community Trademarks (CTM)	EUROMETER	A. C. Nielsen Company	1996-10-16	358,259	35		1998-11-30	358,259	2016-10-16

European Community Trademarks (CTM)	HOMEPANEL	A. C. Nielsen Company	1998-01-19	726,646	35		2001-08-06	726,646	2018-01-19

European Community Trademarks (CTM)	HOMESCAN	A. C. Nielsen Company	1998-01-19	726,612	35		1999-11-03	726,612	2018-01-19

European Community Trademarks (CTM)	INF*ACT	A. C. Nielsen Company	1996-04-01	143,776	09 16 35 42		1998-10-16	143,776	2016-04-01

European Community Trademarks (CTM)	I-SIGHT	A. C. Nielsen Company	2002-07-05	2,766,749	09 35		2003-11-17	2,766,749	2012-07-05

European Community Trademarks (CTM)	MY.SPACEMAN	A. C. Nielsen Company	2008-06-04	6,963,409	09 38					Application to be Withdrawn

European Community Trademarks (CTM)	MYSCAN	A. C. Nielsen Company	2005-12-02	4,760,781	35		2007-01-09	4,760,781	2015-12-02

European Community Trademarks (CTM)	PATHFINDER ANALYSIS LIBRARY	A. C. Nielsen Company	1998-09-03	920,272	16		1999-10-18	920,272	2018-09-03

European Community Trademarks (CTM)	SCANTRACK	A. C. Nielsen Company	1997-12-30	717,272	35		1999-07-02	717,272	2017-12-30

Page 9 of 102

Active Global Trademarks Owned by A. C. NIELSEN COMPANY, LLC

Note: Includes Trademarks held by A. C. Nielsen Company; Recordation of change to A. C. Nielsen Company, LLC in process

Total Records: 685


Country	Mark	Registrant	Filing Date	Application Number	International Class	National Local Class	Registration Date	Registration Number	Renewal Date	Comments
European Community Trademarks (CTM)	SPACEMAN	A. C. Nielsen Company	1996-04-01	143,172	09 16 35 41 42		1998-11-20	143,172	2016-04-01

European Community Trademarks (CTM)	WHAT’S IN STORE	A. C. Nielsen Company	2005-09-26	4,652,582	35		2007-02-15	4,652,582	2015-09-26

Finland	BRAND*TRACK	A. C. Nielsen Company	1996-02-16	960,837	35 42		1997-06-13	206,295	2017-06-13	Disclaims: BRAND and TRACK

Finland	INF*ACT	A. C. Nielsen Company	1988-03-01	880,916	09 16 42		1990-04-20	107,215	2010-04-20

Finland	MARKET*NAVIGATOR	A. C. Nielsen Company	2002-10-30	T2002/03118	09 16 35		2006-08-31	236,529	2016-08-31

Finland	SCANTRACK	A. C. Nielsen Company	1988-03-01	880,917	35		1990-04-20	107,216	2010-04-20

Finland	SPACEMAN	A. C. Nielsen Company	1989-05-02	892,228	09		1991-12-05	115,213	2011-12-05

France	BRAND3	A. C. Nielsen Company	2007-04-13	07/3,494,603	35		2007-09-14	07/3 494 603	2017-04-13

France	EQ	A. C. Nielsen Company	1997-12-05	97/707,525	35		1998-06-19	97/707,525	2017-12-05

France	HOMESCAN	A. C. Nielsen Company	1994-12-12	94/548,577	35		1994-12-12	94/548,577	2014-12-11

France	INF*ACT	A. C. Nielsen Company	1981-12-23	616,233	37 42		1991-11-27	1,708,243	2011-11-27

France	SABINE	A. C. Nielsen Company	1982-03-03	622,491	35		1982-03-03	1,197,149	2012-03-03

France	SPACEMAN	A. C. Nielsen Company	1990-09-12	263,663	42		1990-09-12	1,619,273	2010-09-12

France	WINNING BRANDS	A. C. Nielsen Company	1998-03-04	3,048,668	35		2001-02-02	00 3 048 668	2018-03-04

Germany	BRAND3	A. C. Nielsen Company	2007-04-10	307 234	35		2007-07-02	30,723,448	2017-04-30

Germany	SCANTRACK	A. C. Nielsen Company	1981-11-25	N17898/35 Wz	35		1982-06-30	1,035,076	2011-11-30

Germany	SPACEMAN	A. C. Nielsen Company	1991-02-06	N23773/35 Wz	35 41 42		1993-09-07	2,044,193	2011-02-28

Greece	EQ	A. C. Nielsen Company	1997-10-21	134,840	35		1999-06-17	134,840	2007-10-21	Renewal Authrz’d 5/03/2007

Greece	WINNING BRANDS	A. C. Nielsen Company	2000-03-21	89	35		2002-10-17	89	2010-03-21

Guatemala	HOMESCAN	A. C. Nielsen Company	2006-10-18	M- M-8826- 2006	35		2007-06-21	150,259	2017-06-20

Guatemala	MY.SPACEMAN	A. C. Nielsen Company	2008-06-16	M- M-5055- 2008	09					Application to be Withdrawn

Guatemala	MYSCAN	A. C. Nielsen Company	2005-12-21	M- M-9507- 2005	35		2006-07-12	143,629	2016-07-11

Guatemala	RETAIL INDEX	A. C. Nielsen Company	2006-08-07	M- M-6308- 2006	35

Guatemala	SCANTRACK	A. C. Nielsen Company	1995-02-03	777-95	35		1996-10-18	79,646	2016-10-17

Guatemala	SPACEMAN	A. C. Nielsen Company	1995-02-03	776-95	09		1996-10-18	79,647	2016-10-17

Guatemala	SPACEMAN MERCHANDISING CENTRAL	A. C. Nielsen Company	1998-09-29	M- M-7617- 8	09		2000-01-12	102,041	2010-01-11	Registration to be Allowed to Lapse 01/11/2010

Honduras	MY.SPACEMAN	A. C. Nielsen Company	2008-06-06	19786-08	09					Application to be Withdrawn

Honduras	RETAIL INDEX	A. C. Nielsen Company	2006-08-11	28849-2006	35		2007-02-27	12,180	2017-02-27

Honduras	SPACEMAN	A. C. Nielsen Company	2006-08-11	28850-2006	09		2007-07-18	101,191	2017-07-18

Hong Kong	ADS@WORK	A. C. Nielsen Company	2004-07-23	300254934	09 35		2004-12-13	300254934	2014-07-23

Page 10 of 102

Active Global Trademarks Owned by A. C. NIELSEN COMPANY, LLC

Note: Includes Trademarks held by A. C. Nielsen Company; Recordation of change to A. C. Nielsen Company, LLC in process


Total Records: 685
Country	Mark	Registrant	Filing Date	Application Number	International Class	National Local Class	Registration Date	Registration Number	Renewal Date	Comments
Hong Kong	ASSORTMAN	A. C. Nielsen Company	2007-12-05	301007171	09 35		2008-05-15	301007171	2017-12-05

Hong Kong	BRAND3	A. C. Nielsen Company	2007-04-10	300847026	35					Applicaton to be Withdrawn

Hong Kong	CONCEPTS@WORK	A. C. Nielsen Company	2004-03-10	300175022	35		2004-08-12	300175022	2014-03-10

Hong Kong	DELTAQUAL	A. C. Nielsen Company	2004-07-26	300256437	09 35		2004-12-13	300256437	2014-07-25

Hong Kong	ENREACH	A. C. Nielsen Company	2006-07-06	300674820	35		2006-10-31	300674820	2016-07-05

Hong Kong	HOMESCAN	A. C. Nielsen Company	1999-12-08	99/18032	35		2001-04-12	B04478/2001	2016-12-08

Hong Kong	MY.SPACEMAN	A. C. Nielsen Company	2008-06-03	301130192	09					Application to be Withdrawn

Hong Kong	MYSCAN	A. C. Nielsen Company	2005-11-30	300538984	35		2006-05-30	300538984	2015-11-29

Hong Kong	PACKS@WORK	A. C. Nielsen Company	2004-07-26	300256446	09 35		2004-12-13	300256446	2014-07-25

Hong Kong	PRICEITRIGHT	A. C. Nielsen Company	2006-08-23	300706716	09 35

Hong Kong	SCANTRACK	A. C. Nielsen Company	2004-06-30	300242153	35		2004-11-19	300242153	2014-06-29

Hong Kong	SPACEMAN	A. C. Nielsen Company	1990-04-02	2744/90	09		1990-04-02	3427/1992	2011-04-02

Hong Kong	SPACEMAN	A. C. Nielsen Company	1990-06-27	5235/90	16		1990-06-27	2677/1993	2011-06-27

Hong Kong	SPACEMAN/LIVE	A. C. Nielsen Company	1990-04-02	2745/90	09		1990-04-02	330/1993	2011-04-02

Hong Kong	SPACEMAN/LIVE	A. C. Nielsen Company	1990-06-27	5234/90	16		1990-06-27	2676/1993	2011-06-27

Hungary	EQ	A. C. Nielsen Company	1997-10-14	M97-03769	35		1998-09-30	154,012	2017-10-14

Hungary	WINNING BRANDS	A. C. Nielsen Company	1998-03-06	M98-00826	35		1999-01-29	155,399	2018-03-06

India	ADS@WORK	A. C. Nielsen Company	2004-07-28	1,299,005	09 35		2006-03-28	1,299,005	2014-07-28

India	ASSORTMAN	A. C. Nielsen Company	2007-12-04	1,627,486	09 35

India	BRAND3 (Filed as ITU)	A. C. Nielsen Company	2007-04-20	1,551,642	35

India	CONCEPTS@WORK (Filed as ITU)	A. C. Nielsen Company	2004-03-16	1,272,799	35

India	DELTAQUAL	A. C. Nielsen Company	2004-08-04	1,300,543	09 35		2007-08-16	1,300,543	2014-08-04

India	ENREACH (Filed as ITU)	A. C. Nielsen Company	2006-07-14	1,470,147	35

India	HOMEPANEL	A. C. Nielsen Company	2004-07-09	1,295,161	35		2005-12-09	1,295,161	2014-07-09

India	HOMESCAN	A. C. Nielsen Company	2004-07-02	1,294,054	35		2005-12-09	1,294,054	2014-07-02

India	MYSCAN (Filed as ITU)	A. C. Nielsen Company	2005-12-01	1,403,093	35

India	PACKS@WORK	A. C. Nielsen Company	2004-07-30	1,299,652	09 35

India	PRICEITRIGHT	A. C. Nielsen Company	2006-08-29	1,482,595	09 35

India	SCANTRACK (Filed as ITU)	A. C. Nielsen Company	2008-05-26	1,691,234	35

India	SPACEMAN	A. C. Nielsen Company	1994-08-08	636,289	09		2003-03-21	636,289	2018-08-08

India	YOUR VOICE	A. C. Nielsen Company	2006-10-19	1,498,060	09 35 42

Indonesia	ADS@WORK	A. C. Nielsen Company	2004-08-13	D00.2004.2344	35		2006-04-12	IDM	2014-08-13

Indonesia	ASSORTMAN	A. C. Nielsen Company	2008-01-28	D00.2008.0031	09

Indonesia	ASSORTMAN	A. C. Nielsen Company	2008-01-28	D00.2008.0031	35

Indonesia	CONCEPTS@WORK	A. C. Nielsen Company	2004-04-14	J00 2004	35		2005-11-17	IDM	2014-04-14

Page 11 of 102

Active Global Trademarks Owned by A. C. NIELSEN COMPANY, LLC

Note: Includes Trademarks held by A. C. Nielsen Company; Recordation of change to A. C. Nielsen Company, LLC in process


Total Records: 685

Country	Mark	Registrant	Filing Date	Application Number	International Class	National Local Class	Registration Date	Registration Number	Renewal Date	Comments

Indonesia	DELTAQUAL	A. C. Nielsen Company	2004-08-13	D00.2004.2345	09		2006-12-15	IDM	2014-08-13

Indonesia	DELTAQUAL	A. C. Nielsen Company	2004-08-13	J00.2004.2345	35		2006-12-15	IDM	2014-08-13

Indonesia	ENREACH	A. C. Nielsen Company	2006-07-14	J00.2006.0224	35

Indonesia	EQ	A. C. Nielsen Company	1998-02-25	J98-3103	35		1999-10-29	433,844	2008-02-25	Renewal Authrz’d 10/26/2007

Indonesia	HOMEPANEL	A. C. Nielsen Company	2004-07-28	J00 2004	35		2006-03-08	IDM	2014-07-28

Indonesia	HOMESCAN	A. C. Nielsen Company	2004-07-28	J00 2004	35		2006-03-08	IDM	2014-07-28

Indonesia	MY.SPACEMAN	A. C. Nielsen Company	2008-07-04	D00.2008.0243	09					Application to be

				79						Withdrawn

Indonesia	MYSCAN	A. C. Nielsen Company	2005-12-14	J00.2005.0280	35		2007-07-31	IDM	2015-12-14

Indonesia	PACKS@WORK	A. C. Nielsen Company	2004-08-13	D00.2004.2345	09		2006-04-12	IDM	2014-08-13

Indonesia	PACKS@WORK	A. C. Nielsen Company	2004-08-13	D00.2004.2346	35		2006-04-12	KDM	2014-08-13

Indonesia	PATHFINDER ANALYSIS LIBRARY	A. C. Nielsen Company	1999-07-14	D99-11699	16		2001-01-03	460,591	2009-07-14	Registration to be Allowed to Lapse 7/14/2009

Indonesia	SCANTRACK	A. C. Nielsen Company	2004-07-28	J00 2004	35		2006-03-08	IDM	2014-07-28

Indonesia	SPACEMAN	A. C. Nielsen Company	2001-05-16	D00 2001	09		2002-04-02	503,471	2011-05-16

Indonesia	SPACEMAN MERCHANDISING CENTRAL	A. C. Nielsen Company	1999-07-14	D99-11700	09		2000-12-26	459,929	2009-07-14	Registration to be

										Allowed to Lapse 07/14/2009

Indonesia	WHAT’S IN STORE	A. C. Nielsen Company	2004-11-01	JOO 2004	35		2006-06-27	IDM	2014-11-01

Indonesia	WINNING BRANDS	A. C. Nielsen Company	2008-09-26	J00 2008	35

Indonesia	YOUR VOICE	A. C. Nielsen Company	2006-11-20	D00 2006	09

Indonesia	YOUR VOICE	A. C. Nielsen Company	2006-11-20	J00 2006	35

Indonesia	YOUR VOICE	A. C. Nielsen Company	2006-11-20	J00 2006	42

Ireland	SPACEMAN	A. C. Nielsen Company	1989-05-03	89/653	09		1989-05-16	131,295	2010-05-16

Israel	EQ	A. C. Nielsen Company	1997-10-20	115,412	35		1999-01-07	115,412	2014-10-20

Israel	HOMEPANEL	A. C. Nielsen Company	1998-01-13	117,119	35		1999-03-08	117,119	2019-01-13

Israel	HOMESCAN	A. C. Nielsen Company	1998-01-13	117,120	35		1999-03-08	117,120	2019-01-13

Israel	MY.SPACEMAN	A. C. Nielsen Company	2008-06-05	212,215	09					Application to be Withdrawn

Israel	WINNING BRANDS	A. C. Nielsen Company	1998-03-05	118,339	35		1999-11-04	118,339	2019-03-05	Disclaims: BRANDS

Italy	BRAND3	A. C. Nielsen Company	2007-05-08	RM 2007	35

Italy	EQ	A. C. Nielsen Company	1997-11-26	RM 1997 C005774	35		2000-02-10	785,278	2007-11-27	Renewal Authrz’d 5/03/2007

Italy	EUROMETER	A. C. Nielsen Company	1990-08-31	41483C/90	35		1990-08-31	601,206	2010-08-31

Italy	INF*ACT	A. C. Nielsen Company	1992-07-29	RM 1992	09 42		1995-02-28	643,746	2012-07-29

Italy	SPACEMAN	A. C. Nielsen Company	1989-09-14	41637C/89	42		1992-05-18	892,321	2009-09-03	Registration to be Allowed to Lapse 9/3/2009

Page 12 of 102

Active Global Trademarks Owned by A. C. NIELSEN COMPANY, LLC

Note: Includes Trademarks held by A. C. Nielsen Company; Recordation of change to A. C. Nielsen Company, LLC in process


Total Records: 685

Country	Mark	Registrant	Filing Date	Application Number	International Class	National Local Class	Registration Date	Registration Number	Renewal Date	Comments
Italy	WINNING BRANDS	A. C. Nielsen Company	1998-03-04	RM 2000 C007244	35		2003-08-07	903,648	2008-03-04	Renewal Authrz’d 2/15/2008

Japan	ADS@WORK	A. C. Nielsen Company	2004-07-23	2004-68136	09 35		2005-03-04	4,843,198	2015-03-04

Japan	ASSORTMAN	A. C. Nielsen Company	2007-12-06	2007-121717	09 35		2008-10-03	5,170,571	2018-10-03

Japan	CONCEPTS@WORK	A. C. Nielsen Company	2004-03-10	2004-22249	35		2004-10-01	4,807,238	2014-10-01

Japan	DELTAQUAL	A. C. Nielsen Company	2004-07-26	2004-68764	09 35		2005-03-11	4,846,219	2015-03-11

Japan	ECOS (Electronic Chain Ordering Service)	A. C. Nielsen Company	1988-05-11	63 52336		26	1990-09-21	2,262,997	2010-09-21



Japan	ENREACH	A. C. Nielsen Company	2006-07-06	2006-63234	35

Japan	HOMEPANEL	A. C. Nielsen Company	1998-02-20	10-13118	35		1999-05-28	4,278,355	2019-05-28

Japan	HOMESCAN	A. C. Nielsen Company	1998-02-20	10-13117	35		1999-05-28	4,278,354	2019-05-28

Japan	INF*ACT	A. C. Nielsen Company	1988-07-15	63 80751	16		1991-06-28	2,316,484	2011-06-28

Japan	MY.SPACEMAN	A. C. Nielsen Company	2008-06-09	2008-44923	09					Application to be Withdrawn

Japan	MYSCAN	A. C. Nielsen Company	2005-11-30	2005-112,365	35		2006-07-21	4,971,667	2016-07-21

Japan	PACKS@WORK	A. C. Nielsen Company	2004-07-26	2004-68765	09 35		2005-03-11	4,846,220	2015-03-11

Japan	PRICEITRIGHT	A. C. Nielsen Company	2006-08-23	2006-78705	09 35		2007-10-19	5,085,096	2017-10-19

Japan	PROMONITOR	A. C. Nielsen Company	2003-08-26	2003-072965	35		2006-02-03	4,925,163	2016-02-03

Japan	QUICKMERCH	A. C. Nielsen Company	1998-05-14	10-41106	09		1999-07-16	4,296,085	2009-07-16	Registration to be Allowed to Lapse 7/16/2009

Japan	SCAN*PRO	A. C. Nielsen Company	1988-07-15	63 80748	16		1991-06-28	2,316,481	2011-06-28

Japan	SCAN*PRO	A. C. Nielsen Company	1993-03-09	5-22239	35		1996-11-29	3,227,007	2006-11-29	Renewal Authrz’d 9/01/2006

Japan	SCAN*PRO	A. C. Nielsen Company	1993-03-09	5-22240	42		1997-05-23	3,313,789	2007-05-23	Renewal Authrz’d 9/01/2006

Japan	SCANTRACK	A. C. Nielsen Company	1992-09-28	4-219161	35		1995-10-31	3,080,725	2015-10-31

Japan	SPACEMAN	A. C. Nielsen Company	1983-12-01	S58-113688	09		1987-07-23	1,966,265	2017-07-23

Japan	SPACEMAN	A. C. Nielsen Company	1992-09-28	4-219163	35		1995-10-31	3,080,726	2015-10-31

Japan	VENDEX	A. C. Nielsen Company	1987-08-05	62 88929		26	1990-06-28	2,242,639	2010-06-28

Japan	WHAT’S IN STORE	A. C. Nielsen Company	2004-10-18	2004-95010	35		2006-07-21	4,971,529	2016-07-21

Japan	WINNING BRANDS	A. C. Nielsen Company	1998-03-04	10-18314	35		2000-01-28	4,356,356	2010-01-28

Korea (South)	ADS@WORK	A. C. Nielsen Company	2004-07-23	2004-2617	35		2005-12-12	14,572	2015-12-12

Korea (South)	CONCEPTS@WORK	A. C. Nielsen Company	2004-03-10	2004-5248	35		2006-03-13	129,300	2016-03-13

Korea (South)	DELTAQUAL	A. C. Nielsen Company	2004-07-27	2004-2649	09 35		2005-08-25	13,473	2015-08-25

Korea (South)	ENREACH	A. C. Nielsen Company	2006-07-21	41-2006-	35		2007-06-21	41-0150261	2017-06-21

Korea (South)	HOMEPANEL	A. C. Nielsen Company	1998-01-12	98-185	35		1999-01-12	52,028	2019-01-12

Korea (South)	HOMESCAN	A. C. Nielsen Company	1998-01-12	98-186	35		1999-01-12	52,029	2019-01-12

Korea (South)	MY.SPACEMAN	A. C. Nielsen Company	2008-06-03	2008-27112	09					Application to be Withdrawn

Page 13 of 102

Active Global Trademarks Owned by A. C. NIELSEN COMPANY, LLC

Note: Includes Trademarks held by A. C. Nielsen Company; Recordation of change to A. C. Nielsen Company, LLC in process


Total Records: 685

Country	Mark	Registrant	Filing Date	Application Number	International Class	National Local Class	Registration Date	Registration Number	Renewal Date	Comments
Korea (South)	MYSCAN	A. C. Nielsen Company	2005-11-30	2005-27239	35		2006-10-26	139,345	2016-10-26

Korea (South)	PEOPLEMETER	A. C. Nielsen Company	1988-07-15	88-1484	35		1989-11-03	10,500	2009-11-03	Renewal Authrz’d 12/01/2008

Korea (South)	QUICKMERCH	A. C. Nielsen Company	1998-06-24	98-16105	09		1999-07-21	451,291	2009-07-21	Registration to be Allowed to Lapse 7/21/2009

Korea (South)	SCANTRACK	A. C. Nielsen Company	2004-07-13	2004-15323	35		2007-08-21	153,412	2017-08-21

Korea (South)	SPACEMAN	A. C. Nielsen Company	1989-05-16	89-11816	09		1990-11-28	205,876	2010-11-27

Korea (South)	SPACEMAN	A. C. Nielsen Company	1989-07-05	89-1770	42		1990-10-15	12,450	2010-10-15

Korea (South)	SPACEMAN MERCHANDISING CENTRAL	A. C. Nielsen Company	1998-09-14	98-23780	09		1999-08-18	452,887	2009-08-18	Registration to be Allowed to Lapse 8/18/2009

Korea (South)	TOMORROW’S LEADING CITIES	A. C. Nielsen Company	2006-01-26	2006-314	09 35		2006-12-22	18,435	2016-12-22

Korea (South)	WHAT’S IN STORE	A. C. Nielsen Company	2004-10-18	2004-22222	35		2006-03-16	129,413	2016-03-16

Malaysia	ADS@WORK	A. C. Nielsen Company	2004-07-28	2004/10799	09		2007-04-09	04/010799	2014-07-28

Malaysia	ADS@WORK	A. C. Nielsen Company	2004-07-28	2004/10800	35		2007-04-21	04/010800	2014-07-28

Malaysia	ASSORTMAN	A. C. Nielsen Company	2007-12-07	07/024070	09

Malaysia	ASSORTMAN	A. C. Nielsen Company	2007-12-07	07/024069	35		2009-03-30	07/024069	2017-12-07

Malaysia	CONCEPTS@WORK	A. C. Nielsen Company	2004-03-13	2004/03053	35		2008-05-14	04/003053	2014-03-13

Malaysia	DELTAQUAL	A. C. Nielsen Company	2004-07-29	2004/10925	09		2007-04-09	04/010925	2014-07-29

Malaysia	DELTAQUAL	A. C. Nielsen Company	2004-07-29	2004/10926	35		2007-04-20	04/010926	2014-07-29

Malaysia	ENREACH	A. C. Nielsen Company	2006-07-10	06/012030	35

Malaysia	MY.SPACEMAN	A. C. Nielsen Company	2008-06-10	08/011270	09					Application to be Withdrawn

Malaysia	MYSCAN	A. C. Nielsen Company	2005-12-08	05/020717	35		2007-12-12	05/020717	2015-12-08

Malaysia	PACKS@WORK	A. C. Nielsen Company	2004-07-29	2004/10927	09		2007-04-09	04/010927	2014-07-29

Malaysia	PACKS@WORK	A. C. Nielsen Company	2004-07-29	2004/10928	35		2007-04-20	04/010928	2014-07-29

Malaysia	SCANTRACK (Filed as ITU)	A. C. Nielsen Company	2007-02-16	2007/002979	35

Malaysia	SPACEMAN	A. C. Nielsen Company	1990-06-11	MA/3735/90	09		1999-05-27	90/003735	2017-06-11

Malaysia	SPACEMAN	A. C. Nielsen Company	1990-06-11	MA/3736/90	16		1994-07-16	90/03796	2011-06-11

Malaysia	SPACEMAN/LIVE	A. C. Nielsen Company	1990-06-11	MA/3737/90	09		1995-12-14	90/03737	2011-06-11

Malaysia	SPACEMAN/LIVE	A. C. Nielsen Company	1990-06-11	MA/3738/90	16		1994-08-24	90/03738	2011-06-11

Malaysia	TOMORROW’S LEADING CITIES	A. C. Nielsen Company	2006-02-03	06/001471	09		2007-09-08	06/001471	2016-02-03

Malaysia	WINNING BRANDS	A. C. Nielsen Company	1998-05-08	MA/5642/98	35		2007-05-26	98/005642	2018-05-08	Disclaims: BRANDS

Malaysia	YOUR VOICE	A. C. Nielsen Company	2006-10-06	06/018271	09		2008-08-15	06/018271	2016-10-06

Malaysia	YOUR VOICE	A. C. Nielsen Company	2006-10-06	06/018272	35		2008-11-25	06/018272	2016-10-06

Malaysia	YOUR VOICE	A. C. Nielsen Company	2006-10-06	06/018273	42		2008-05-30	06/018273	2016-10-06

Page 14 of 102

Active Global Trademarks Owned by A. C. NIELSEN COMPANY, LLC

Note: Includes Trademarks held by A. C. Nielsen Company; Recordation of change to A. C. Nielsen Company, LLC in process


Total Records: 685

Country	Mark	Registrant	Filing Date	Application Number	International Class	National Local Class	Registration Date	Registration Number	Renewal Date	Comments
Mexico	BRAND3	A. C. Nielsen Company	2007-04-16	848,666	35		2007-07-24	994,446	2017-04-16
Mexico	CITYBUS	A. C. Nielsen Company	2001-01-15	466,127	35		2001-03-30	694,063	2011-01-15
Mexico	DAILY STORE TRACK	A. C. Nielsen Company	1998-07-24	341,150	35		1998-09-29	588,449	2018-07-24
Mexico	DAILY STORE TRACK EVALUATOR	A. C. Nielsen Company	2001-08-14	501,441	35		2001-10-31	722,592	2011-08-14
Mexico	EQ	A. C. Nielsen Company	1997-10-24	312,081	35		1999-12-01	635,117	2017-10-24
Mexico	GEO-LARGE SCALE DISTRIBUTON ANALYSIS	A. C. Nielsen Company	2004-01-28	639,393	35		2004-02-25	822,060	2014-01-28
Mexico	HOMEPANEL	A. C. Nielsen Company	1998-01-20	320,137	35		1998-02-27	571,986	2018-01-20
Mexico	HOMESCAN	A. C. Nielsen Company	1998-01-20	312,138	35		1998-02-27	571,987	2018-01-20
Mexico	INF*ACT	A. C. Nielsen Company	1986-12-26	18,838	42		1987-10-19	334,179	2011-12-26
Mexico	MARKET TRACK	A. C. Nielsen Company	1996-01-10	251,718	16		1996-02-15	516,882	2016-01-10
Mexico	MARKET TRACK	A. C. Nielsen Company	1996-01-10	251,719	35		1996-02-15	516,883	2016-01-10
Mexico	MY.SPACEMAN	A. C. Nielsen Company	2008-06-06	939,266	09		2008-06-30	1,049,094	2018-06-06	Registration to be Withdrawn
Mexico	MYSCAN	A. C. Nielsen Company	2005-12-06	754,693	35		2005-12-21	915,388	2015-12-06
Mexico	PRICEITRIGHT	A. C. Nielsen Company	2006-09-08	805,520	09		2007-08-08	996,933	2016-09-08
Mexico	PRICEITRIGHT	A. C. Nielsen Company	2006-09-08	805,521	35		2007-06-26	989,650	2016-09-08
Mexico	PRICETRACK	A. C. Nielsen Company	2004-07-14	666,484	35		2004-08-10	845,905	2014-07-14
Mexico	RETAIL INDEX	A. C. Nielsen Company	2003-01-13	583,324	35		2003-02-26	780,630	2013-01-13
Mexico	RETAILER*FACTS and Design	A. C. Nielsen Company	2004-06-30	664,231	35		2006-10-13	957,477	2014-06-30
Mexico	SCANTRACK	A. C. Nielsen Company	1995-03-03	226,095	35		1995-10-26	508,145	2015-03-03
Mexico	SPACEMAN	A. C. Nielsen Company	1990-11-14	101,005	09		1991-10-15	400,826	2010-11-14
Mexico	WINNING BRANDS	A. C. Nielsen Company	1998-03-17	326,170	35		1999-10-26	629,346	2018-03-17
Montenegro	MY.SPACEMAN	A. C. Nielsen Company	2008-07-07	Z-239/08	09					Application to be Withdrawn
Morocco	MY.SPACEMAN	A. C. Nielsen Company	2008-06-06	117,836	09					Application to be Withdrawn
New Zealand	ADS@WORK	A. C. Nielsen Company	2004-07-23	715,737	09 35		2005-01-27	715,737	2014-07-23
New Zealand	AGB MCNAIR	A. C. Nielsen Company	1997-06-04	277,718	35		1998-09-14	B277,718	2014-06-04	Disclaims: MCNAIR
New Zealand	ASSORTMAN	A. C. Nielsen Company	2007-08-15	773,956	09 35 42
New Zealand	BRAND3	A. C. Nielsen Company	2007-04-10	766,478	35		2007-10-11	766,478	2017-04-10
New Zealand	BRANDSCAN	A. C. Nielsen Company	1997-06-04	277,721	35		1998-03-06	277,721	2014-06-04
New Zealand	CONCEPTS@WORK	A. C. Nielsen Company	2004-03-10	709,357	35		2004-03-10	709,357	2014-03-10
New Zealand	DELTAQUAL	A. C. Nielsen Company	2004-07-26	715,835	09 35		2005-02-10	715,835	2014-07-26
New Zealand	ENREACH	A. C. Nielsen Company	2006-07-06	750,833	35		2007-01-11	750,833	2016-07-06
New Zealand	HOMEPANEL	A. C. Nielsen Company	1998-01-09	287,126	35		1998-11-12	287,126	2015-01-09

Page 15 of 102

Active Global Trademarks Owned by A. C. NIELSEN COMPANY, LLC

Note: Includes Trademarks held by A. C. Nielsen Company; Recordation of change to A. C. Nielsen Company, LLC in process


Total Records: 685

Country	Mark	Registrant	Filing Date	Application Number	International Class	National Local Class	Registration Date	Registration Number	Renewal Date	Comments
New Zealand	HOMESCAN	A. C. Nielsen Company	1998-01-09	287,127	35		1998-11-12	287,127	2015-01-09

New Zealand	MARKET INFORMATION DIGEST	A. C. Nielsen Company	1993-05-27	227,219	16		1998-08-19	227,219	2014-05-27

New Zealand	MARKET INFORMATION DIGEST	A. C. Nielsen Company	1993-05-27	227,220	35		1998-08-19	227,220	2014-05-27

New Zealand	MARKET TRACK	A. C. Nielsen Company	1992-05-11	218,184	35		1999-03-24	B218,184	2013-05-11

New Zealand	MRL	A. C. Nielsen Company	1998-02-12	288,293	35		1999-05-20	B288,293	2015-02-12

New Zealand	MYSCAN	A. C. Nielsen Company	2005-11-30	739,640	35		2006-10-12	739,640	2015-11-30

New Zealand	PACKS@WORK	A. C. Nielsen Company	2004-07-26	715,833	09 35		2005-01-27	715,833	2014-07-26

New Zealand	PROMOTRACK	A. C. Nielsen Company	1993-05-27	227,221	16		1996-11-20	227,221	2014-05-27

New Zealand	PROMOTRACK	A. C. Nielsen Company	1993-05-27	227,222	35		1996-11-20	227,222	2014-05-27

New Zealand	PRRADS	A. C. Nielsen Company	2000-04-14	612,611	09		2000-05-26	612,611	2017-04-14

New Zealand	PRRADS	A. C. Nielsen Company	1999-10-29	601,968	35		2000-09-07	601,968	2016-10-29

New Zealand	SCANTRACK	A. C. Nielsen Company	1988-05-02	182,570	35		1988-05-02	B182,570	2019-05-02

New Zealand	SHOPPERSCAN	A. C. Nielsen Company	1997-06-04	277,723	35		1998-03-06	277,723	2014-06-04

New Zealand	SPACEMAN	A. C. Nielsen Company	1989-05-18	193,258	09		1989-05-18	193,258	2010-05-18

New Zealand	SPRINT	A. C. Nielsen Company	1994-05-19	237,054	35		1996-10-04	237,054	2015-05-19

New Zealand	WINNING BRANDS	A. C. Nielsen Company	1998-03-04	289,275	35		1998-03-04	289,275	2015-03-04

New Zealand	YOUR VOICE	A. C. Nielsen Company	2004-12-01	722,270	09 35 42		2005-08-11	722,270	2014-12-01

Nicaragua	RETAIL INDEX	A. C. Nielsen Company	2006-08-09	2006-02800	35		2007-11-16	0703070 LM	2017-11-16

Nicaragua	SPACEMAN	A. C. Nielsen Company	2006-08-09	2006-02801	09		2007-11-16	0703071 LM	2017-11-15

Norway	BRAND*TRACK	A. C. Nielsen Company	1995-12-06	1995/07647	35 42		1997-01-30	179,535	2017-01-30

Norway	EUROMETER	A. C. Nielsen Company	1990-07-04	1990/03447	35		1991-12-19	148,155	2011-12-19

Norway	INF*ACT	A. C. Nielsen Company	1992-07-09	1992/03497	35 42		1993-08-26	158,969	2013-08-26

Norway	I-SIGHT	A. C. Nielsen Company	2002-07-04	2002/06100	09 35		2003-02-27	217,929	2013-02-27

Norway	MARKET TRACK	A. C. Nielsen Company	1992-12-22	1992/06397	35 42		1994-08-04	163,957	2014-08-04

Norway	MARKET*NAVIGATOR	A. C. Nielsen Company	2002-05-22	2002/04519	35		2002-11-21	216,682	2012-11-21

Norway	MINERVA	A. C. Nielsen Company	1996-06-27	1996/03936	35		1997-09-25	185,301	2017-09-25

Norway	MINERVA SNAP*SHOT	A. C. Nielsen Company	2002-05-22	2002/04518	35		2004-09-09	224,180	2014-09-09

Norway	MY.SPACEMAN	A. C. Nielsen Company	2008-06-05	2008/07450	09 38		2008-09-29	247,849	2018-09-29	Registration to be Withdrawn

Norway	NORDIC MARKET*NAVIGATOR	A. C. Nielsen Company	2002-05-22	2002/04520	35		2002-11-21	216,683	2012-11-21

Norway	PATHFINDER ANALYSIS LIBRARY	A. C. Nielsen Company	1998-12-18	1998/11704	35		1999-06-17	198,072	2019-06-17

Norway	SCANDINAVIAN MARKET*NAVIGATOR	A. C. Nielsen Company	2002-05-22	2002/04521	35		2002-11-21	216,684	2012-11-21

Norway	SCANNER DATA	A. C. Nielsen Company	1994-03-08	1994/01433	35 42		1996-06-06	173,761	2016-06-06

Norway	SCANTRACK	A. C. Nielsen Company	1993-01-20	1993/00280	35 42		1994-02-17	161,504	2014-02-17

Page 16 of 102

Active Global Trademarks Owned by A. C. NIELSEN COMPANY, LLC

Note: Includes Trademarks held by A. C. Nielsen Company; Recordation of change to A. C. Nielsen Company, LLC in process


Total Records: 685
Country	Mark	Registrant	Filing Date	Application Number	International Class	National Local Class	Registration Date	Registration Number	Renewal Date	Comments
Norway	SPACEMAN	A. C. Nielsen Company	1998-08-11	1998/07161	09		1999-02-04	195,768	2019-02-04

Panama	MY.SPACEMAN	A. C. Nielsen Company	2008-07-09	172688	09					Application to be Withdrawn

Panama	RETAIL INDEX	A. C. Nielsen Company	2006-09-21	154541-01	35		2007-06-25	154541	2016-09-21	Disclaims: RETAIL

Panama	SCANTRACK	A. C. Nielsen Company	2006-09-21	154543-01	35		2007-04-13	154,543	2016-09-21

Panama	SPACEMAN	A. C. Nielsen Company	2006-09-21	154540-01	09		2007-04-13	154,540	2016-09-21

Panama	STORETRACK	A. C. Nielsen Company	2006-09-21	154542-01	35		2007-04-13	154,542	2016-09-21

Paraguay	MY.SPACEMAN	A. C. Nielsen Company	2008-06-11	20539/2008	09					Application to be Withdrawn

Paraguay	NRI	A. C. Nielsen Company	2003-08-06	20102-2003	35		2004-03-05	266,223	2014-03-05

Paraguay	SCANTRACK	A. C. Nielsen Company	2003-08-06	20103-2003	35		2003-12-31	265,504	2013-12-31

Paraguay	SPACEMAN	A. C. Nielsen Company	2003-07-25	19057-2003	09		2003-12-31	265,499	2013-12-31

Peru	HOMESCAN	A. C. Nielsen Company	2006-06-23	282,737	35		2006-09-25	43,492	2016-09-25

Peru	INF*ACT	A. C. Nielsen Company	1996-03-07	5088	09		2001-08-14	73,938	2011-08-14

Peru	MYSCAN	A. C. Nielsen Company	2005-12-07	262,727	35		2006-03-15	41,195	2016-03-15

Peru	NRI	A. C. Nielsen Company	1996-10-23	24,633	35		1997-02-18	9,940	2017-02-18

Peru	SCANTRACK	A. C. Nielsen Company	2003-04-11	177,920-2003	35		2003-10-13	33,550	2013-10-13

Peru	SPACEMAN	A. C. Nielsen Company	1996-03-07	5090	09		1996-07-16	27,872	2016-07-26

Philippines	ASSORTMAN	A. C. Nielsen Company	2008-01-07	4-2008-000200	09 35		2008-09-29	4-2008-000200	2018-09-29

Philippines	DELTAQUAL	A. C. Nielsen Company	2004-08-04	4-2004-006942	09 35		2007-05-26	4-2004-006942	2016-05-26

Philippines	ENREACH	A. C. Nielsen Company	2006-07-10	4-2006-007431	35		2007-03-05	4-2006-007431	2017-03-05

Philippines	EQ	A. C. Nielsen Company	1998-02-23	4-1998-001261	35		2003-01-20	4-1998-001261	2013-01-20

Philippines	HOMEPANEL	A. C. Nielsen Company	2004-07-08	4-2004-006014	35		2007-01-22	4-2004-006014	2017-01-22

Philippines	MY.SPACEMAN	A. C. Nielsen Company	2008-06-03	4-2008-006750	09					Application to be Withdrawn

Philippines	PRICEITRIGHT	A. C. Nielsen Company	2008-04-11	4-2008-004185	09 35		2008-09-29	4-2008-004185	2018-09-29

Philippines	SPACEMAN	A. C. Nielsen Company	1992-01-07	79,081	09		1993-07-09	55,621	2013-07-09

Philippines	WHAT’S IN STORE	A. C. Nielsen Company	2004-10-25	4-2004-009980	35		2006-09-18	4-2004-009980	2016-09-18

Philippines	WINNING BRANDS	A. C. Nielsen Company	1998-04-29	03133	35		2005-11-10	4-1998-003133	2015-11-10	Disclaims: BRANDS

Philippines	YOUR VOICE (Filed as ITU)	A. C. Nielsen Company	2006-10-12	4-2006-011198	09 35 42

Poland	BRAND3	A. C. Nielsen Company	2007-04-12	Z-323,925	35		2008-07-09	NR-209670	2017-04-12

Poland	WINNING BRANDS	A. C. Nielsen Company	1998-03-09	Z-184,389	35		2001-01-09	127,012	2018-03-09

Portugal	BRAND3	A. C. Nielsen Company	2007-04-13	414,273	35		2007-08-28	414,273	2017-08-28

Portugal	EQ	A. C. Nielsen Company	1997-10-22	326,749	35		1998-05-12	326,749	2018-05-12

Portugal	SCANTRACK	A. C. Nielsen Company	1986-09-09	236,800	35		1992-01-13	236,800	2012-01-13

Portugal	SPACEMAN	A. C. Nielsen Company	1989-07-13	257,095	09		1992-12-07	257,095	2012-12-07

Portugal	SPACEMAN	A. C. Nielsen Company	1989-07-13	257,096	42		1992-12-07	257,096	2012-12-07

Page 17 of 102

Active Global Trademarks Owned by A. C. NIELSEN COMPANY, LLC

Note: Includes Trademarks held by A. C. Nielsen Company; Recordation of change to A. C. Nielsen Company, LLC in process


Total Records: 685
Country	Mark	Registrant	Filing Date	Application Number	International Class	National Local Class	Registration Date	Registration Number	Renewal Date	Comments
Portugal	WINNING BRANDS	A. C. Nielsen Company	2000-09-11	349,763	35		2001-08-31	349,763	2011-08-31

Puerto Rico	MY.SPACEMAN	A. C. Nielsen Company	2008-07-07		09					Application to be Withdrawn

Puerto Rico	MYSCAN	A. C. Nielsen Company	2005-12-06	67,034	35		2006-08-04	67,034	2015-12-06

Puerto Rico	SCANTRACK	A. C. Nielsen Company	2005-11-15	67,410	35		2006-08-07	67,410	2015-11-15

Puerto Rico	SPACEMAN	A. C. Nielsen Company	1999-03-08	44,839	09		2000-09-29	44,839	2009-03-08	Renewal Authrz’d 12/01/2008

Romania	MYSCAN	A. C. Nielsen Company	2005-12-02	M2005-12318	35		2006-09-11	073339	2015-12-02

Russia	EQ	A. C. Nielsen Company	1997-10-16	1997/715564	35 36 39 41 42		1999-05-21	175,243	2017-10-16

Russia	HOMEPANEL	A. C. Nielsen Company	1998-01-14	1998/701115	16 35 36 41		1999-08-18	178,757	2018-01-14

					42

Russia	HOMESCAN	A. C. Nielsen Company	1998-01-14	1998/701114	16 35 36 41		1999-06-07	175,812	2018-01-14

					42

Russia	INF*ACT	A. C. Nielsen Company	1994-09-30	1994/034901	09 42		1996-02-15	137,833	2014-09-30

Russia	INF*ACT (In Cyrillic Letters)	A. C. Nielsen Company	1994-09-30	1994/034900	09		1996-02-15	137,832	2014-09-30

Russia	MY.SPACEMAN	A. C. Nielsen Company	2008-06-09	2008/718213	09 38					Application to be Withdrawn

Russia	MYSCAN	A. C. Nielsen Company	2005-12-05	2005/731269	35		2007-03-14	322,467	2015-12-05

Russia	PRICEITRIGHT	A. C. Nielsen Company	2006-08-28	2006/724541	09 35		2007-11-14	337,339	2016-08-28

Russia	SCANTRACK	A. C. Nielsen Company	1994-09-30	1994/034903	35		1996-02-15	137,835	2014-09-30

Russia	SCANTRACK (In Cyrillic Letters)	A. C. Nielsen Company	1994-09-30	1994/034906	35		1996-02-15	137,838	2014-09-30

Russia	SPACEMAN	A. C. Nielsen Company	1994-09-30	1994/034899	09 42		1996-02-15	137,831	2014-09-30

Russia	SPACEMAN (In Cyrillic Letters)	A. C. Nielsen Company	1994-09-30	1994/034902	09 42		1996-02-15	137,834	2014-09-30

Russia	WINNING BRANDS	A. C. Nielsen Company	1998-03-10	1998/703853	16 35 36 41		1999-08-19	178,798	2018-03-10

Saudi Arabia	MY.SPACEMAN	A. C. Nielsen Company	2008-07-09	132,840	09					Application to be Withdrawn

Saudi Arabia	MYSCAN	A. C. Nielsen Company	2006-02-20	103,294	35		2006-11-28	875/60	2015-11-02

Singapore	ADS@WORK	A. C. Nielsen Company	2004-07-26	T04/12255E	09		2005-03-15	T04/12255E	2014-07-26

Singapore	ADS@WORK	A. C. Nielsen Company	2004-07-26	T04/12256C	35		2005-03-15	T04/12256C	2014-07-26

Singapore	ASSORTMAN	A. C. Nielsen Company	2007-12-06	T07/23093F	09 35

Singapore	BRAND3	A. C. Nielsen Company	2007-04-11	T07/07672D	35		2007-04-11	T07/07672D	2017-04-11

Singapore	CONCEPTS@WORK	A. C. Nielsen Company	2004-03-12	T04/04020F	35		2006-06-06	T04/04020F	2014-03-12

Singapore	DELTAQUAL	A. C. Nielsen Company	2004-07-27	T04/12328D	09		2005-02-23	T04/12328D	2014-07-27

Singapore	DELTAQUAL	A. C. Nielsen Company	2004-07-27	T04/12329B	35		2005-02-23	T04/12329B	2014-07-27

Singapore	ENREACH	A. C. Nielsen Company	2007-07-07	07/07/2006	35		2006-11-02	T06/13529H	2016-07-07

Singapore	HOMEPANEL	A. C. Nielsen Company	1998-01-16	T98/00449G	35		1998-01-16	T98/00449G	2018-01-16

Singapore	HOMESCAN	A. C. Nielsen Company	1998-01-16	S/448/98	35		1998-01-16	T98/00448I	2018-01-16

Page 18 of 102

Active Global Trademarks Owned by A. C. NIELSEN COMPANY, LLC

Note: Includes Trademarks held by A. C. Nielsen Company; Recordation of change to A. C. Nielsen Company, LLC in process


Total Records: 685
Country	Mark	Registrant	Filing Date	Application Number	International Class	National Local Class	Registration Date	Registration Number	Renewal Date	Comments
Singapore	MARKETTRACK	A. C. Nielsen Company	2004-07-01	T04/10620G	35		2004-07-01	T04/10620G	2014-07-01

Singapore	MYSCAN	A. C. Nielsen Company	2005-12-01	T05/24482D	35		2006-06-06	T05/24482D	2015-12-01

Singapore	NETWATCH	A. C. Nielsen Company	1997-12-18	S/15379/97	35		2001-12-26	T97/15379J	2017-12-18

Singapore	PACKS@WORK	A. C. Nielsen Company	2004-07-27	T04/12322E	09		2004-07-27	T04/12322E	2014-07-27

Singapore	SCANTRACK	A. C. Nielsen Company	2004-07-01	T04/10624Z	35		2005-03-02	T04/10624Z	2014-07-01

Singapore	SPACEMAN	A. C. Nielsen Company	1990-06-09	S/4222/90	09		1990-06-09	T90/04222E	2017-06-09

Singapore	SPACEMAN	A. C. Nielsen Company	1991-03-01	S/1958/91	42		1991-03-01	T91/01958H	2011-03-01

Singapore	TOMORROW’S LEADING CITIES	A. C. Nielsen Company	2006-01-27	T06/01815A	09		2006-01-27	T06/01815A	2016-01-27

Singapore	TOMORROW’S LEADING CITIES	A. C. Nielsen Company	2006-01-27	T06/01818F	35		2007-04-02	T06/01818F	2016-01-27

Singapore	WINNING BRANDS	A. C. Nielsen Company	1998-10-28	S/10805/98	35		2003-01-14	T98/10805E	2018-10-28	Disclaims: BRANDS

Singapore	YOUR VOICE	A. C. Nielsen Company	2004-12-08	T04/21573A	09		2004-12-08	T04/21573A	2014-12-08

Singapore	YOUR VOICE	A. C. Nielsen Company	2004-12-08	T04/21574Z	35		2005-04-25	T04/21574Z	2014-12-08

Singapore	YOUR VOICE	A. C. Nielsen Company	2004-12-08	T04/21575H	42		2007-03-21	T04/21575H	2014-12-08

South Africa	EQ	A. C. Nielsen Company	1997-10-17	1997/15806	35		2001-02-13	1997/15806	2017-10-17

South Africa	HOMEPANEL	A. C. Nielsen Company	1998-01-12	1998/00376	35		2001-09-03	1998/00376	2018-01-13

South Africa	MYSCAN	A. C. Nielsen Company	2005-12-02	2005/25930	35

South Africa	PRICEITRIGHT	A. C. Nielsen Company	2006-08-24	2006/20047	09

South Africa	PRICEITRIGHT	A. C. Nielsen Company	2006-08-24	2006/20048	35

South Africa	WINNING BRANDS	A. C. Nielsen Company	1998-03-05	1998/03473	35		2001-09-03	1998/03473	2018-03-05

Spain	SPACEMAN	A. C. Nielsen Company	1989-07-19	1,512,384	42		1989-07-19	1,512,384	2009-07-19	Registration to be Allowed to Lapse 7/19/2009

Spain	WINNING BRANDS	A. C. Nielsen Company	2000-07-25	2,335,078	35		2001-01-22	2,335,078	2010-07-25

Sweden	ACNIELSEN EQ	A. C. Nielsen Company	1997-11-28	1997/10695	35		1999-10-22	333,557	2009-10-22

Sweden	BRAND*TRACK	A. C. Nielsen Company	1996-02-05	1996/01748	35 42		1996-09-20	317,419	2016-09-20

Sweden	BRAND3	A. C. Nielsen Company	2007-04-10	2007/03239	35		2007-07-06	390,027	2017-07-06

Sweden	EUROMETER	A. C. Nielsen Company	1990-07-06	1990/06330	35		1992-03-13	231,410	2012-03-13

Sweden	MINERVA SNAP*SHOT	A. C. Nielsen Company	2002-07-03	2002/04471	35 42		2002-12-20	359,186	2012-12-20

Sweden	SCANTRACK	A. C. Nielsen Company	1986-09-03	1986/06612	35		1993-08-06	250,642	2013-08-06

Sweden	SPACEMAN	A. C. Nielsen Company	1989-04-27	1989/04146	09		1991-08-16	225,754	2011-08-16

Sweden	SPACEMAN	A. C. Nielsen Company	1989-06-21	1989/05967	42		1991-06-07	223,993	2011-06-07

Switzerland	ACNIELSEN	A. C. Nielsen Company	1998-10-15	08498/1998	09 16 35 42		1999-05-12	461,244	2018-10-15

Switzerland	BRAND3	A. C. Nielsen Company	2007-04-11	53925/2007	35		2007-08-02	560,805	2017-04-11

Switzerland	INF*ACT	A. C. Nielsen Company	1990-01-05	00211/1990	09 16		1990-10-19	378,549	2010-01-05

Switzerland	I-SIGHT	A. C. Nielsen Company	2002-07-05	05938/2002	09 35		2002-11-26	505,068	2012-07-05

Page 19 of 102

Active Global Trademarks Owned by A. C. NIELSEN COMPANY, LLC

Note: Includes Trademarks held by A. C. Nielsen Company; Recordation of change to A. C. Nielsen Company, LLC in process


Total Records: 685
Country	Mark	Registrant	Filing Date	Application Number	International Class	National Local Clas	Registration Date	Registration Number	Renewal Date	Comments
Switzerland	PATHFINDER ANALYSIS LIBRARY	A. C. Nielsen Company	1998-10-07	08251/1998	16 35		1999-04-27	459,915	2018-10-07

Switzerland	SPACEMAN	A. C. Nielsen Company	1989-11-15	08482/1989	09		1990-08-16	377,324	2009-11-15	Renewal Authrz’d 4/30/2009

Taiwan	ADS@WORK	A. C. Nielsen Company	2004-07-29	93,035,438	09		2005-09-01	1,170,631	2015-08-31

Taiwan	ADS@WORK	A. C. Nielsen Company	2004-07-29	93,035,439	35		2005-07-16	1,164,874	2015-07-15

Taiwan	ASSORTMAN	A. C. Nielsen Company	2007-12-05	96,057,424	09 35		2008-11-01	1,336,338	2018-10-31

Taiwan	CONCEPTS@WORK	A. C. Nielsen Company	2004-03-31	93,014,374	35		2005-01-16	1,137,557	2015-01-15

Taiwan	DELTAQUAL	A. C. Nielsen Company	2004-07-29	93,035,436	09		2005-09-01	1,170,630	2015-08-31

Taiwan	DELTAQUAL	A. C. Nielsen Company	2004-07-29	93,035,437	35		2005-07-16	1,164,873	2015-07-15

Taiwan	ENREACH	A. C. Nielsen Company	2006-07-07	95,035,319	35		2007-09-16	1,280,644	2017-09-15

Taiwan	HOMESCAN	A. C. Nielsen Company	1998-01-17	(87) 2805	35		1999-06-01	109,863	2009-05-31	Renewal Authrz’d 2/02/2009

Taiwan	MY.SPACEMAN	A. C. Nielsen Company	2008-06-04	97,026,481	09					Application to be Withdrawn

Taiwan	MYSCAN	A. C. Nielsen Company	2005-12-01	94,058,301	35		2006-09-01	1,226,934	2016-08-31

Taiwan	PACKS@WORK	A. C. Nielsen Company	2004-07-29	93,035,421	09		2005-09-01	1,170,629	2015-08-31

Taiwan	PACKS@WORK	A. C. Nielsen Company	2004-07-29	93,035,423	35		2005-07-16	1,164,872	2015-07-15

Taiwan	QUICKMERCH	A. C. Nielsen Company	1998-05-20	(87) 24116	09		2000-11-01	911,520	2010-10-31

Taiwan	SCANTRACK	A. C. Nielsen Company	1997-06-07	(86) 28508	35	08	1998-06-16	100,862	2008-06-15	Renewal Authrz’d 10/29/2007

Taiwan	SPACEMAN	A. C. Nielsen Company	1989-09-08	(78) 41564		11	1990-11-16	48,665	2010-11-15

Taiwan	SPACEMAN	A. C. Nielsen Company	1989-06-12	(78) 27421		72	1990-09-16	498,712	2010-09-15

Taiwan	SPACEMAN MERCHANDISING	A. C. Nielsen Company	1998-09-15	(87) 45774	09		2001-02-16	930,415	2011-02-15
	CENTRAL

Taiwan	WHAT’S IN STORE	A. C. Nielsen Company	2004-10-28	93,050,257	35		2005-09-01	1,171,927	2015-08-31

Taiwan	WINNING BRANDS	A. C. Nielsen Company	1998-03-16	(87) 11636	35		1999-07-01	111,111	2009-06-30	Renewal Authrz’d 2/02/2009

Taiwan	YOUR VOICE A REWARDING	A. C. Nielsen Company	2005-03-30	94014628	09 35 42		2006-08-01	1,222,135	2016-07-31
	EXPERIENCE

Taiwan	YOUR VOICE A REWARDING EXPERIENCE (Chinese characters)	A. C. Nielsen Company	2005-03-30	94014629	09 35 42		2006-08-01	1,222,136	2016-07-31	Disclaims Phrase: A REWARDING EXPERIENCE

Thailand	ASSORTMAN	A. C. Nielsen Company	2007-12-07	681,372	09

Thailand	ASSORTMAN	A. C. Nielsen Company	2007-12-07	681,373	35

Thailand	DEEMAR	A. C. Nielsen Company	1998-07-28	365,699	35		1999-05-06	BOR 7907	2018-07-28

Thailand	DELTAQUAL	A. C. Nielsen Company	2004-08-05	561,260	09		2005-07-15	KOR 222,696	2014-08-05

Thailand	DELTAQUAL	A. C. Nielsen Company	2004-08-05	561,261	35		2005-03-23	BOR 25439	2014-08-05

Thailand	ENREACH	A. C. Nielsen Company	2006-07-12	631,692	35		2008-08-29	BOR 39499	2016-07-12

Thailand	HOMESCAN	A. C. Nielsen Company	2004-07-02	557,549	35		2005-04-07	BOR 25773	2014-07-02

Page 20 of 102

Active Global Trademarks Owned by A. C. NIELSEN COMPANY, LLC

Note: Includes Trademarks held by A. C. Nielsen Company; Recordation of change to A. C. Nielsen Company, LLC in process

Total Records: 685


Country	Mark	Registrant	Filing Date	Application Number	International Class	National Local Class	Registration Date	Registration Number	Renewal Date	Comments
Thailand	MY.SPACEMAN	A. C. Nielsen Company	2008-06-16	698,793	09					Application to be Withdrawn

Thailand	MYSCAN	A. C. Nielsen Company	2005-12-02	611,675	35		2006-07-12	BOR 30564	2015-12-02

Thailand	PACKS@WORK	A. C. Nielsen Company	2004-08-05	561,262	09		2005-11-30	KOR 230,975	2014-08-05

Thailand	PACKS@WORK	A. C. Nielsen Company	2004-08-05	561,263	35		2005-05-12	BOR 26251	2014-08-05	Disclaims: “@”

Thailand	PRICEITRIGHT	A. C. Nielsen Company	2006-09-05	637,945	09		2007-12-06	KOR 272,206	2016-09-05

Thailand	PRICEITRIGHT	A. C. Nielsen Company	2006-09-05	637,946	35		2007-05-24	BOR 33641	2016-09-05

Thailand	SCANTRACK	A. C. Nielsen Company	2004-07-02	557,550	35		2005-04-07	BOR 25774	2014-07-02

Thailand	SPACEMAN	A. C. Nielsen Company	1990-07-23	204,770	09		1990-07-23	KOR 122,383	2010-07-22

Thailand	SPACEMAN	A. C. Nielsen Company	1990-07-23	204,771	16		1990-07-23	KOR 121,941	2010-07-22

Thailand	SPACEMAN/LIVE	A. C. Nielsen Company	1990-07-23	204,772	09		1990-07-23	KOR 122,416	2010-07-22

Thailand	SPACEMAN/LIVE	A. C. Nielsen Company	1990-07-23	204,773	16		1990-07-23	KOR 121,940	2010-07-22

Thailand	WHAT’S IN STORE	A. C. Nielsen Company	2004-10-28	570,484	35		2005-07-01	BOR 26812	2014-10-28	Disclaims: STORE

Thailand	WINNING BRANDS	A. C. Nielsen Company	1998-07-28	365,694	35		1999-07-07	BOR 8264	2008-07-28	Disclaims: BRANDS

Thailand	YOUR VOICE	A. C. Nielsen Company	2006-12-20	648,394	09		2008-06-10	KOR 281432	2016-12-20

Thailand	YOUR VOICE	A. C. Nielsen Company	2006-12-20	648,395	35		2008-01-08	BOR 36757	2016-12-20

Thailand	YOUR VOICE	A. C. Nielsen Company	2006-12-20	648,396	42		2007-12-06	BOR 36277	2016-12-20

Turkey	EQ	A. C. Nielsen Company	1997-10-22	65,314/97	35		1997-10-22	193,435	2017-10-22

Turkey	I-SIGHT	A. C. Nielsen Company	2002-07-01	70,564	09 35		2002-07-01	2002/16082	2012-07-01

Turkey	MY.SPACEMAN	A. C. Nielsen Company	2008-06-06	2008/34168	09 38					Application to be Withdrawn

Turkey	RIPPLEEFFECT	A. C. Nielsen Company	2007-08-10	2007-42888	09 35 42		2008-06-18	2007-42888	2017-08-10

Turkey	WINNING BRANDS	A. C. Nielsen Company	1998-05-06	26,139	35		1998-05-06	201,421	2018-05-06

Ukraine	MY.SPACEMAN	A. C. Nielsen Company	2008-06-12	M 2008 12077	09 38					Application to be Withdrawn

United Kingdom	BAR*TRACK	A. C. Nielsen Company	2002-11-29	2,317,201	35		2004-06-25	2,317,201	2012-11-29

United Kingdom	BRAND3	A. C. Nielsen Company	2007-04-12	2,452,337	35		2007-09-07	2,452,337	2017-04-12

United Kingdom	INF*ACT	A. C. Nielsen Company	1993-07-14	1,541,701	09		1994-11-25	1,541,701	2010-07-14	Disclaims: * (asterisk) and INF

United Kingdom	PUB*TRACK	A. C. Nielsen Company	1999-12-23	2,218,237	35		2000-06-09	2,218,237	2009-12-23

United Kingdom	SCAN*PRO	A. C. Nielsen Company	1996-07-04	2,104,396	35		1998-03-06	2,104,396	2016-07-04

United States	INF*ACT	A. C. Nielsen Company	1970-03-25	72/354,994	42		1971-06-08	90,914,536	2011-06-08

United States	SPACEMAN	A. C. Nielsen Company	1982-08-13	379,792	09		1986-01-28	1,380,148	2006-01-28

Uruguay	CATAGORY STORE	A. C. Nielsen Company	2001-05-03	331,117	09		2001-10-12	331,117	2011-10-12

Uruguay	CATEGORY STORE	A. C. Nielsen Company	2002-09-09	339,251	09		2003-05-29	339,251	2012-09-09

Uruguay	INF*ACT	A. C. Nielsen Company	2001-04-06	330,611	09		2002-01-09	330,611	2012-01-09

Uruguay	MY.SPACEMAN	A. C. Nielsen Company	2008-06-09	392,859	09					Application to be Withdrawn

Page 21 of 102

Active Global Trademarks Owned by A. C. NIELSEN COMPANY, LLC

Note: Includes Trademarks held by A. C. Nielsen Company; Recordation of change to A. C. Nielsen Company, LLC in process

Total Records: 685


Country	Mark	Registrant	Filing Date	Application Number	International Class	National Local Class	Registration Date	Registration Number	Renewal Date	Comments
Uruguay	NITE	A. C. Nielsen Company	2001-04-17	330,776	09		2001-09-25	330,776	2011-09-25

Uruguay	NRI	A. C. Nielsen Company	2001-04-06	330,610	35		2001-09-19	330,610	2011-09-19

Uruguay	PRICE TRACK	A. C. Nielsen Company	2001-04-06	330,612	35		2002-08-09	330,612	2012-08-09

Uruguay	SCANTRACK	A. C. Nielsen Company	2001-04-06	330,613	35		2001-09-19	330,613	2011-09-19

Uruguay	SPACEMAN	A. C. Nielsen Company	1992-01-27	251,010	09 42		1992-05-08	340,656	2012-05-08

Uruguay	SPACEMAN/LIVE	A. C. Nielsen Company	1992-01-27	251,009	09		1992-05-08	340,655	2012-05-08

Uruguay	STORE TRACK	A. C. Nielsen Company	2001-04-06	330,614	35		2002-08-09	330,614	2012-08-09

Uruguay	STORE TRACK EVALUATOR	A. C. Nielsen Company	2003-11-10	351,083	35		2004-09-06	351,083	2014-09-06

Uruguay	TOTAL STORE VISION COMPLETA DE SU NEGOCIO Design (Landscape)	A. C. Nielsen Company	2003-12-08	351,651	35		2004-09-06	351,651	2014-09-06

Uruguay	TOTAL STORE VISION COMPLETA DE SU NEGOCIO Design (Portrait)	A. C. Nielsen Company	2003-12-04	351,607	35		2004-09-06	351,607	2014-09-06

Uruguay	VENICE	A. C. Nielsen Company	1992-01-27	251,011	09		1992-05-08	340,657	2012-05-08

Uruguay	WEB EXPRESS and Design	A. C. Nielsen Company	2004-05-24	354,798	35		2004-11-29	354,798	2014-11-29

Venezuela	EQ	A. C. Nielsen Company	1998-01-26	1143-1998	35		1999-02-26	S009493	2009-02-26	Renewal Authrz’d 12/01/2008

Venezuela	HOMESCAN	A. C. Nielsen Company	2006-07-03	14295-2006	35				2016-09-13	Registration granted 3/30/2007 - waiting for receipt of reg cert - PTO significantly backlogged

Venezuela	MY.SPACEMAN	A. C. Nielsen Company	2008-07-28	14514-2008	09					Application to be Withdrawn

Venezuela	MYSCAN	A. C. Nielsen Company	2005-12-09	27507-2005	35

Venezuela	SCANTRACK	A. C. Nielsen Company	1986-09-16	12,660	16	38	1989-02-20	137,213	2004-02-20	Renewal appl filed 02/05/2004; Venezuelan PTO taking long time to record and report renewals

Venezuela	SPACEMAN	A. C. Nielsen Company	2008-07-28	14516-2008	09

Venezuela	WINNING BRANDS	A. C. Nielsen Company	1998-03-12	4322-1998	35		1999-02-26	S009635	2009-02-26	Renewal Authrz’d

Vietnam	ADS@WORK	A. C. Nielsen Company	2004-11-17	4-2004-12773	09 35		2006-10-11	75,982	2014-11-17

Vietnam	ASSORTMAN	A. C. Nielsen Company	2007-11-30	4-2007-24574	09 35		2009-02-11	119,273	2017-11-30

Vietnam	CONCEPTS@WORK	A. C. Nielsen Company	2004-04-16	4-2004-03508	35		2005-11-22	68,245	2014-04-16

Vietnam	DELTAQUAL	A. C. Nielsen Company	2004-08-26	4-2004-08719	09 35		2006-03-15	70,637	2014-08-25

Vietnam	ENREACH	A. C. Nielsen Company	2006-07-26	4-2006-12000	35		2008-03-07	97,195	2016-07-26

Vietnam	EQ	A. C. Nielsen Company	1997-12-11	36,727	35		1999-07-08	31,433	2017-12-11

Page 22 of 102

Active Global Trademarks Owned by A. C. NIELSEN COMPANY, LLC

Note: Includes Trademarks held by A. C. Nielsen Company; Recordation of change to A. C. Nielsen Company, LLC in process

Total Records: 685


Country	Mark	Registrant	Filing Date	Application Number	International Class	National Local Class	Registration Date	Registration Number	Renewal Date	Comments
Vietnam	HOMEPANEL	A. C. Nielsen Company	2004-08-02	4-2004-07699	35		2005-12-09	68,673	2014-08-02

Vietnam	HOMESCAN	A. C. Nielsen Company	2004-08-02	4-2004-07697	35		2005-12-09	68,671	2014-08-02

Vietnam	MY.SPACEMAN	A. C. Nielsen Company	2008-06-03	4-2008-11715	09					Application to be Withdrawn

Vietnam	MYSCAN	A. C. Nielsen Company	2005-12-09	4-2005-16764	35		2008-02-05	95,719	2015-12-09

Vietnam	PACKS@WORK	A. C. Nielsen Company	2004-08-25	4-2004-08718	09 35		2006-01-19	69,720	2014-08-25

Vietnam	SCANTRACK	A. C. Nielsen Company	2004-08-02	4-2004-07698	35		2005-12-09	68,672	2014-08-02

Vietnam	SPACEMAN	A. C. Nielsen Company	1998-08-26	39,337	09		1999-12-27	32,975	2018-08-26

Vietnam	WINNING BRANDS	A. C. Nielsen Company	1998-04-24	38,170	35		1999-07-22	31,560	2008-04-24	Renewal Authrz’d 10/29/2007; Disclaims: BRANDS

Vietnam	YOUR VOICE A REWARDING EXPERIENCE and Design	A. C. Nielsen Company	2008-05-16	4-2008-10363	09 35 42

Page 23 of 102

Active Global Trademarks CZT/ACN TRADEMARKS, L.L.C.

Total Records: 915


Country	Mark	Registrant	Filing Date	Application Number	International Class	National Local Class	Registration Date	Registration Number	Renewal Date	Comments
Argentina	ACNIELSEN	CZT/ACN Trademarks, L.L.C.	1999-07-21	2,230,026	09		2001-08-21	1,807,455	2010-10-18

Argentina	ACNIELSEN	CZT/ACN Trademarks, L.L.C.	1999-07-21	2,230,027	16		2001-08-21	1,807,456	2010-10-18

Argentina	ACNIELSEN	CZT/ACN Trademarks, L.L.C.	1999-07-21	2,230,028	35		2001-08-21	1,807,457	2010-10-18

Argentina	ACNIELSEN	CZT/ACN Trademarks, L.L.C.	1999-07-21	2,230,029	42		2001-08-21	1,807,458	2010-10-18

Argentina	ACNIELSEN ADVISOR	CZT/ACN Trademarks, L.L.C.	2004-10-04	2,545,558	35		2006-05-03	2,082,637	2016-05-03

Argentina	ACNIELSEN ADVISOR	CZT/ACN Trademarks, L.L.C.	2004-10-04	2,545,559	42		2006-05-04	2,083,142	2016-05-04

Argentina	ACNIELSEN and Globe Design	CZT/ACN Trademarks, L.L.C.	1999-07-21	2,230,030	09		2001-08-21	1,807,459	2010-10-18

Argentina	ACNIELSEN and Globe Design	CZT/ACN Trademarks, L.L.C.	1999-07-21	2,230,031	16		2001-08-21	1,807,460	2010-10-18

Argentina	ACNIELSEN and Globe Design	CZT/ACN Trademarks, L.L.C.	1999-07-21	2,230,032	35		2001-08-21	1,807,461	2010-10-18

Argentina	ACNIELSEN and Globe Design	CZT/ACN Trademarks, L.L.C.	1999-07-21	2,230,033	42		2001-08-21	1,807,462	2010-10-18

Argentina	ACNIELSEN ANSWERS	CZT/ACN Trademarks, L.L.C.	2006-08-01	2,692,553	09		2007-10-25	2,190,404	2017-10-25

Argentina	ACNIELSEN ANSWERS	CZT/ACN Trademarks, L.L.C.	2006-08-01	2,692,554	35		2007-10-25	2,190,403	2017-10-25

Argentina	ACNIELSEN SELECT	CZT/ACN Trademarks, L.L.C.	1999-11-05	2,250,564	35		2001-06-01	1,832,027	2011-06-01

Argentina	ACNIELSEN TENDENCIAS	CZT/ACN Trademarks, L.L.C.	1999-06-11	2,223,902	09		2000-08-29	1,803,338	2010-08-29

Argentina	ACNIELSEN TENDENCIAS	CZT/ACN Trademarks, L.L.C.	1999-06-11	2,223,903	16		2000-08-29	1,803,339	2010-08-29

Argentina	ACNIELSEN TRENDS	CZT/ACN Trademarks, L.L.C.	1999-06-11	2,223,900	09		2000-08-29	1,803,336	2010-08-29

Argentina	ACNIELSEN TRENDS	CZT/ACN Trademarks, L.L.C.	1999-06-11	2,223,901	16		2000-08-29	1,803,337	2010-08-29

Argentina	N Design and NIELSEN	CZT/ACN Trademarks, L.L.C.	2002-05-17	2,375,620	09		2005-12-12	2,057,823	2015-12-12

Argentina	N Design and NIELSEN	CZT/ACN Trademarks, L.L.C.	2002-05-17	2,375,621	16

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SENIOR SECURED LOAN AGREEMENT Dated as of June 8, 2009 among NIELSEN FINANCE LLC as Borrower, THE GUARANTORS PARTY HERETO FROM TIME TO TIME GOLDMAN SACHS LENDING PARTNERS LLC, as Administrative Agent, and THE OTHER LENDERS PARTY HERETO FROM TIME TO...

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