LOAN PARTIES IN IOWA WITH RESPECT TO THE
ENFORCEABILITY AND PERFECTION OF THE MORTGAGE WITH RESPECT TO THE MORTGAGED
PROPERTY IN IOWA AND ANY
80
RELATED FIXTURE FILINGS IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT;
(C)
EVIDENCE THAT ALL OTHER ACTIONS, RECORDINGS AND FILINGS THAT THE
ADMINISTRATIVE AGENT MAY DEEM REASONABLY NECESSARY TO SATISFY THE COLLATERAL AND
GUARANTEE REQUIREMENT SHALL HAVE BEEN TAKEN, COMPLETED OR OTHERWISE PROVIDED FOR
IN A MANNER REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT; AND
(D)
A COMPLETED PERFECTION CERTIFICATE DATED THE CLOSING DATE AND SIGNED BY THE
ASSOCIATE GENERAL COUNSEL OR THE CHIEF LEGAL OFFICER OF THE COMPANY, TOGETHER
WITH ALL ATTACHMENTS CONTEMPLATED THEREBY;
(IV)
SUCH CERTIFICATES OF RESOLUTIONS OR OTHER ACTION, INCUMBENCY CERTIFICATES
AND/OR OTHER CERTIFICATES OF RESPONSIBLE OFFICERS OF EACH LOAN PARTY AS THE
ADMINISTRATIVE AGENT MAY REASONABLY REQUIRE EVIDENCING THE IDENTITY, AUTHORITY
AND CAPACITY OF EACH RESPONSIBLE OFFICER THEREOF AUTHORIZED TO ACT AS A
RESPONSIBLE OFFICER IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS TO WHICH SUCH LOAN PARTY IS A PARTY OR IS TO BE A PARTY ON THE CLOSING
DATE;
(V)
OPINION FROM (U) CRAVATH, SWAINE & MOORE LLP, SPECIAL NEW YORK COUNSEL TO
HOLDINGS SUBSTANTIALLY IN THE FORM OF EXHIBIT H-1, (V) LOCAL COUNSEL IN EACH OF
IOWA AND WASHINGTON AS MAY BE REASONABLY REQUIRED BY THE ADMINISTRATIVE AGENT,
(W) RICHARDS, LAYTON & FINGER, SPECIAL DELAWARE COUNSEL TO THE LOAN PARTIES
SUBSTANTIALLY IN THE FORM OF EXHIBIT H-2, AND (X) CLIFFORD H.R. DUPREE,
ASSOCIATE GENERAL COUNSEL TO THE COMPANY SUBSTANTIALLY IN THE FORM OF
EXHIBIT H-3, (Y) KAREN E. ANDREWS, GENERAL COUNSEL TO WRC MEDIA SUBSTANTIALLY IN
THE FORM OF EXHIBIT H-4, AND (Z) RANDOLPH H. ELKINS, GENERAL COUNSEL TO DIRECT
HOLDINGS SUBSTANTIALLY IN THE FORM OF EXHIBIT H-5;
(VI)
A CERTIFICATE SIGNED BY A RESPONSIBLE OFFICER OF HOLDINGS CERTIFYING THAT
(A) EXCEPT AS SET FORTH (X) IN THE COMPANY DISCLOSURE LETTER (AS DEFINED IN THE
PURCHASE AGREEMENT) OR (Y) IN READER'S DIGEST'S ANNUAL REPORT ON FORM 10-K FOR
THE FISCAL YEAR ENDED JUNE 30, 2006, FILED WITH THE SEC ON AUGUST 21, 2006,
READER'S DIGEST'S CURRENT REPORTS ON FORMS 8-K FILED WITH THE SEC ON OCTOBER 4,
2006 AND OCTOBER 5, 2006, READER'S DIGEST'S PROXY STATEMENT ON SCHEDULE 14A
FILED WITH THE SEC ON SEPTEMBER 29, 2006, READER'S DIGEST'S REGISTRATION
STATEMENT ON FORM S-8 FILED WITH THE SEC ON AUGUST 21, 2006, AND POST-EFFECTIVE
AMENDMENT THERETO DATED AUGUST 22, 2006, BUT EXCLUDING IN EACH CASE UNDER THIS
CLAUSE (Y) ANY RISK FACTOR DISCLOSURES OR OTHER CAUTIONARY, PREDICTIVE AND
FORWARD LOOKING DISCLOSURES CONTAINED IN ANY SUCH DOCUMENT UNDER THE HEADING
"RISK FACTORS" OR "FORWARD LOOKING STATEMENTS" OR UNDER ANY OTHER HEADING, FROM
JUNE 30, 2006 TO NOVEMBER 16, 2006, THERE HAS BEEN NO STATE OF FACTS, EVENT,
CHANGE, EFFECT, DEVELOPMENT, CONDITION OR OCCURRENCE THAT, INDIVIDUALLY OR IN
THE AGGREGATE, HAS HAD OR COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL
ADVERSE CHANGE, AND (B) EXCEPT AS SET FORTH IN THE COMPANY DISCLOSURE LETTER,