THIS AGREEMENT AND THE
ANCILLARY AGREEMENTS.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE
GUARANTOR WAIVES PRESENTMENT TO, DEMAND OF PAYMENT FROM AND PROTEST TO ANY OTHER
PERSON OF ANY OF THE GUARANTEED OBLIGATIONS AND LIABILITIES, AND ALSO WAIVES
NOTICE OF ACCEPTANCE OF ITS GUARANTEE AND NOTICE OF PROTEST FOR NONPAYMENT.
WITHOUT LIMITING IN ANY WAY THE FOREGOING GUARANTEE, THE GUARANTOR COVENANTS AND
AGREES TO TAKE ALL ACTIONS TO ENABLE THE PURCHASERS TO ADHERE TO EACH PROVISION
OF THIS AGREEMENT AND THE ANCILLARY AGREEMENTS.
NOTWITHSTANDING ANY OF THE
FOREGOING, NOTHING HEREIN SHALL BE DEEMED TO WAIVE OR LIMIT THE GUARANTOR'S
ABILITY TO ASSERT ANY CLAIMS, DEFENSES OR OTHER RIGHTS THAT THE PURCHASERS MAY
HAVE UNDER THIS AGREEMENT, OTHER THAN ANY CLAIMS, DEFENSES OR OTHER RIGHTS THAT
THE PURCHASERS MAY POSSESS RELATING TO (I) LACK OF VALIDITY OR ENFORCEABILITY OF
THIS AGREEMENT AGAINST EITHER PURCHASER ARISING FROM SUCH PURCHASER'S DEFECTIVE
INCORPORATION OR LACK OF QUALIFICATION TO DO BUSINESS IN ANY APPLICABLE
JURISDICTION, (II) EITHER PURCHASER'S LACK OF CORPORATE AUTHORITY TO ENTER INTO
OR PERFORM THIS AGREEMENT OR THE DUE EXECUTION AND DELIVERY HEREOF, OR (III) THE
TERMINATION OF EXISTENCE, DISSOLUTION, LIQUIDATION, INSOLVENCY, BANKRUPTCY,
RECEIVERSHIP OR OTHER REORGANIZATION OF EITHER PURCHASER.
IF THE GUARANTOR
(A) CONSOLIDATES WITH OR MERGES WITH OR INTO ANY OTHER PERSON AND SHALL NOT BE
THE CONTINUING OR SURVIVING CORPORATION OR ENTITY OF SUCH CONSOLIDATION OR
MERGER OR (B) TRANSFERS OR CONVEYS ALL OR SUBSTANTIALLY ALL OF ITS PROPERTIES
AND ASSETS TO ANY PERSON, THEN, AND IN EACH SUCH CASE, TO THE EXTENT NECESSARY,
PROPER PROVISION SHALL BE MADE SO THAT THE SUCCESSORS AND ASSIGNS OF THE
GUARANTOR SHALL ASSUME THE OBLIGATIONS SET FORTH IN THIS SECTION 11.13.
EXCEPT
AS OTHERWISE SET FORTH HEREIN, THE RIGHTS, DUTIES AND OBLIGATIONS OF THE
GUARANTOR MAY NOT BE ASSIGNED, TRANSFERRED, CONVEYED OR DELEGATED IN WHOLE OR IN
PART WITHOUT THE CONSENT OF THE SELLER, WHICH CONSENT MAY BE WITHHELD OR
CONDITIONED IN THE SELLER'S SOLE DISCRETION.
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IN WITNESS WHEREOF, the Seller and the Purchasers have caused this Agreement to
be executed as of the date first written above by their respective officers
thereunto duly authorized.
THE READER'S DIGEST ASSOCIATION, INC.
By:
/s/ Harris Williams
Name:
Harris Williams
Title:
Chief Financial Officer
TI CIRCULATION HOLDINGS LLC
By:
/s/ Maurice F. Edelson
Name:
Maurice F. Edelson
Title:
Vice President
1417557 ALBERTA ULC
By:
/s/ Maurice F. Edelson
Name:
Maurice F. Edelson
Title:
Vice President
For purposes of Section 11.13 of this Agreement only:
TIME INC.
By:
/s/ Maurice F. Edelson
Name:
Maurice F. Edelson
Title:
SVP, Corporate Development
87