in any way relating to or arising out of or in
connection with any Tax Confirmation in accordance with the principles set forth
in Section 10.05.
The agreements in this clause (d) shall survive the
resignation of the Administrative Agent, the replacement of any Lender, the
termination of the Aggregate Commitments and repayment, satisfaction or
discharge of all other Obligations.
148
(E)
THE GERMAN BORROWER CONFIRMS TO THE ADMINISTRATIVE AGENT AND EACH EURO TERM
LENDER THAT (I) THE EURO TERM LENDERS WILL ISSUE THEIR RESPECTIVE TAX
CONFIRMATIONS EXCLUSIVELY AT THE REQUEST OF THE GERMAN BORROWER AND SOLELY FOR
THE PURPOSE OF PROVIDING INFORMATION TO THE GERMAN TAX AUTHORITIES AS REQUIRED
PURSUANT TO THE DECREES, (II) THE EURO TERM LENDERS ARE NOT RESPONSIBLE FOR
EXAMINING ANY BORROWER'S TAX POSITION OR FOR ACHIEVING ANY CERTAIN TAX TREATMENT
WITH RESPECT TO ANY BORROWER AND (III) NO LOAN PARTY WILL RAISE ANY CLAIMS
AGAINST THE ADMINISTRATIVE AGENT OR ANY EURO TERM LENDER BASED ON, OR IN
CONNECTION WITH, ANY TAX CONFIRMATION AND NO EURO TERM LENDER WILL HAVE ANY
LIABILITY TO ANY LOAN PARTY WITH RESPECT TO ANY TAX CONFIRMATION (OTHER THAN,
SUBJECT TO THE PRINCIPLES OF SECTION 10.05, FOR FAILURE TO COMPLY WITH THE LAST
SENTENCE OF SECTION 10.24(C)).
(F)
IT IS THE COMMON UNDERSTANDING OF THE PARTIES HERETO THAT NO PARTY IS
PROVIDING ANY LEGAL AND/OR TAX ADVICE TO ANY OTHER PARTY WITH RESPECT TO THIS
AGREEMENT OR, IN PARTICULAR, WITH RESPECT TO THE APPLICATION OF § 8A KSTG AND
THE INTERPRETATION OF § 8A KSTG IN THE DECREES, AND THAT IT IS THE
RESPONSIBILITY OF EACH PARTY, IN PARTICULAR EACH LOAN PARTY, TO CONSULT WITH ITS
OWN LEGAL/TAX ADVISERS.
(G)
EACH LOAN PARTY RELEASES EACH EURO TERM LENDER FROM ITS DUTY OF
CONFIDENTIALITY AND/OR OBLIGATION OF BANK SECRECY (BANKGEHEIMNIS) WITH REGARD TO
THE ISSUANCE OF A TAX CONFIRMATION TO THE GERMAN BORROWER AND ITS SUBMISSION TO
THE GERMAN TAX AUTHORITIES.
(H)
IF, AFTER THE DATE OF THIS AGREEMENT, CHANGES OCCUR TO GERMAN TAX
LEGISLATION OR ITS INTERPRETATION MATERIALLY PREJUDICING THE TAX TREATMENT OF
INTEREST PAYMENTS OF THE GERMAN BORROWER, THE ADMINISTRATIVE AGENT AND THE EURO
TERM LENDERS AGREE THAT THEY WILL NEGOTIATE IN GOOD FAITH (WITHOUT ANY LEGAL
OBLIGATION TO AGREE) WITH THE COMPANY AND THE GERMAN BORROWER TO RESTRUCTURE THE
COLLATERAL SECURING THE EURO TERM LOANS TO SEEK TO REDUCE THE IMPACT OF SUCH
MATERIALLY PREJUDICIAL TAX TREATMENT WHILE RETAINING COLLATERAL ACCEPTABLE TO
THE EURO TERM LENDERS.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
149
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
DOCTOR ACQUISITION CO.
by
/s/ Christopher Minnetian
Name: Christopher Minnetian
Title:
Senior Secured Credit Agreement
RDA HOLDING CO.
by
/s/ Christopher Minnetian
Name: Christopher Minnetian
Title:
Senior Secured Credit Agreement
THE READER'S DIGEST ASSOCIATION,
INC.
by
/s/ William H. Magill
Name: William H. Magill
Title: Vice President and Treasurer
Senior Secured Credit Agreement
RD GERMAN HOLDINGS GMBH