Common use of Parallel Obligations Clause in Contracts

Parallel Obligations. (a) Solely for purposes of the validity and enforcement of any security interest granted to the Secured Parties in any Equity Interests or other assets governed by German law, each of the parties hereto agrees (and each Secured Party by its execution of the Credit Agreement or its Assignment and Assumption agrees), and each of the Loan Parties acknowledges by way of an abstract acknowledgement of debt (abstraktes Schuldanerkenntnis as effective under German law) (the “Acknowledgement”), that the Obligations of such Loan Party (and each of their respective permitted successors and assigns) (the “Original Obligations”) shall also be owing in full to the Administrative Agent (and its permitted successors and assigns), and that accordingly the Administrative Agent will have its own independent right to demand performance by the respective Loan Party of the Obligations of such Loan Party (such Obligations owed to the Administrative Agent, the “Parallel Obligations”). Any payment by any Loan Party of its Parallel Obligations shall to the same extent reduce and be a good discharge of the corresponding Original Obligations of such Loan Party owing to the relevant Secured Parties, and payment by any Loan Party of its Original Obligations to the relevant Secured Parties shall to the same extent reduce and be a good discharge of the Parallel Obligations owing by it to the Administrative Agent. The Administrative Agent undertakes to each Loan Party that in the case of any discharge of any such obligation owing to one of the Administrative Agent or a Secured Party, it will, to the same extent, not make a claim against such Loan Party under the Acknowledgement at any time, provided that any such claims can be made against such Loan Party if such discharge is made by virtue of any set off, counterclaim or similar defense invoked by such Loan Party vis-a-vis the Administrative Agent other than with respect to claims arising under the Loan Documents. (b) Without limiting or affecting the Administrative Agent’s rights against the Loan Parties (whether under this Section 8.19 or under any other provision of the Loan Documents), the Administrative Agent agrees with each other Secured Party that it will not exercise its rights under the Acknowledgement with respect to Obligations owed to such Secured Party except with the consent of such Secured Party, which consent is hereby deemed given by its execution of the Credit Agreement or its Assignment and Assumption. Nothing in the previous sentence shall in any way limit the Administrative Agent’s right to act in the protection or preservation of rights under or to enforce any Collateral Document (or to do any act reasonably incidental to the foregoing).

Parallel Obligations. (a) Solely for purposes For the purpose of ensuring and preserving the validity and enforcement enforceability of any security interest granted to the Secured Parties in any Equity Interests or other assets governed by German lawPledge, each of the parties hereto agrees (and each Secured Party by its execution of the Credit Agreement or its Assignment and Assumption agrees), and each of the Loan Parties acknowledges by way of an abstract acknowledgement of debt (abstraktes Schuldanerkenntnis as effective under German law) (the “Acknowledgement”), that the Obligations of such Loan Party (hereby irrevocably and each of their respective permitted successors unconditionally agrees and assigns) (covenants with the “Original Obligations”) shall also be owing Administrative Agent in full its capacity as collateral agent to pay directly to the Administrative Agent in its capacity as collateral agent, as creditor in its own right and not as agent, trustee or representative (and its permitted successors and assigns)vertegenwoordiger) of the Secured Parties, on the Administrative Agent’s first demand, amounts equal to, and that accordingly in the currency of, the Secured Obligations owed by it as and when such amounts fall due in accordance with the terms and conditions of any of the Loan Documents (the obligations of each Loan Party under this clause, the "Parallel Obligations"”). (b) Each Loan Party and the Administrative Agent will have in its own capacity as collateral agent agree and acknowledge that (i) the Parallel Obligations of each Loan Party are separate and independent right from and without prejudice to demand performance by the respective Secured Obligations, and (ii) the Administrative Agent’s claim to receive payment from each Loan Party of the Parallel Obligations of such Loan Party (such Obligations owed to represents the Administrative Agent’s own claim (vordering op naam), separate and independent from the “Parallel Obligations”). Any payment by any Loan Party of its Parallel Obligations shall to the same extent reduce and be a good discharge claims of the corresponding Original Obligations of such Loan Party owing to the relevant Secured Parties, and payment by any Loan Party of its Original Obligations to the relevant Secured Parties shall to under the same extent reduce and be a good discharge of Secured Obligations, provided that the Parallel Obligations owing total amount due by it to the Administrative Agent. The Administrative Agent undertakes to each Loan Party that in the case of any discharge of any such obligation owing to one of the Administrative Agent or a Secured Party, it will, to the same extent, not make a claim against such Loan Party under the Acknowledgement at any time, provided that any such claims can be made against such Loan Party if such discharge is made Parallel Obligations shall never exceed the total amount due under the Secured Obligations. (c) Any amount unconditionally and irrevocably received or applied by virtue of any set off, counterclaim or similar defense invoked by such Loan Party vis-a-vis the Administrative Agent other than with respect to claims arising in its capacity as collateral agent in payment of the Parallel Obligations of a Loan Party, shall equally reduce the total amount due under the Secured Obligations (the "Parallel Discharge"), and any amount unconditionally and irrevocably received or applied by any of the Secured Parties in payment of the Secured Obligations, shall equally reduce the Parallel Obligations of that Loan DocumentsParty. (bd) Without limiting The Administrative Agent in its capacity as collateral agent unconditionally and irrevocably represents and agrees to procure that the Parallel Discharge shall be effected as indicated. (e) If, after enforcement of the right of pledge created or affecting the Administrative Agent’s rights against the Loan Parties (whether purported to be created under this Section 8.19 or under any other provision of the Loan Documents)Pledge, the Administrative Agent agrees with each other Secured Party that it will proceeds are not exercise its rights under sufficient to satisfy and discharge the Acknowledgement with respect to Parallel Obligations owed to such Secured Party except with in full, the consent unpaid balance of such Secured Party, which consent is hereby deemed given by its execution of the Credit Agreement or its Assignment and Assumption. Nothing in the previous sentence Parallel Obligations shall in any way limit the Administrative Agent’s right then cease to act in the protection or preservation of rights under or to enforce any Collateral Document exist. (or to do any act reasonably incidental to the foregoing).f) Notwithstanding clause 11.14 (

Parallel Obligations. (a) Solely for purposes of the validity and enforcement of any security interest granted to the Secured Parties in any Equity Interests or other assets governed by German law, each of the parties hereto agrees (and each Secured Party by its execution of the Credit Agreement or its Assignment and Assumption agrees), and each of the Loan Parties acknowledges by way of an abstract acknowledgement of debt (abstraktes Schuldanerkenntnis as effective under German law) (the “Acknowledgement”), that the Obligations of such Loan Party (and each of their respective permitted successors and assigns) (the “Original Obligations”) shall also be owing in full to the Administrative Agent (and its permitted successors and assigns), and that accordingly the Administrative Agent will have its own independent right to demand performance by the respective Loan Party of the Obligations of such Loan Party (such Obligations owed to the Administrative Agent, the “Parallel Obligations”). Any payment by any Loan Party of its Parallel Obligations shall to the same extent reduce and be a good discharge of the corresponding Original Obligations of such Loan Party owing to the relevant Secured Parties, and payment by any Loan Party of its Original Obligations to the relevant Secured Parties shall to the same extent reduce and be a good discharge of the Parallel Obligations owing by it to the Administrative Agent. The Administrative Agent undertakes to each Loan Party that in the case of any discharge of any such obligation owing to one of the Administrative Agent or a Secured Party, it will, to the same extent, not make a claim against such Loan Party under the Acknowledgement at any time, provided that any such claims can be made against such Loan Party if such discharge is made by virtue of any set off, counterclaim or similar defense invoked by such Loan Party vis-a-vis the Administrative Agent other than with respect to claims arising under the Loan Documents. (b) Without limiting or affecting the Administrative Agent’s rights against the Loan Parties (whether under this Section 8.19 or under any other provision of the Loan Documents), the Administrative Agent agrees with each other Secured Party that it will not exercise its rights under the Acknowledgement with respect to Obligations owed to such Secured Party except with the consent of such Secured Party, which consent is hereby deemed given by its execution of the Credit Agreement or its Assignment and Assumption. Nothing in the previous sentence shall in any way limit the Administrative Agent’s right to act in the protection or preservation of rights under or to enforce any Collateral Document (or to do any act reasonably incidental to the foregoing). JPMORGAN CHASE BANK, N.A., as Administrative Agent By: /s/ XXXX X. XXXXXXX Name: XXXX X. XXXXXXX Title: VICE PRESIDENT By /s/ Xxxxxxxxxxx Xxxxxxxxx Name: Xxxxxxxxxxx Xxxxxxxxx Title: President, Treasurer and Secretary of each of the Loan Parties listed on Exhibit A By /s/ Xxxxxxxx X.X. XxXxxx Name: Xxxxxxxx X.X. XxXxxx Title: Secretary of each of the Loan Parties listed on Exhibit B By /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Secretary of each of the Loan Parties listed on Exhibit C By /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Secretary of each of the Loan Parties listed on Exhibit D Solely for purposes of Sections 8.18 and 8.19: RD GERMAN HOLDINGS GmbH By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Managing Director RDA Holding Co. Doctor Acquisition Co. The Reader’s Digest Association, Inc. Xxxxxxxxxx.xxx, Inc. Ardee Music Publishing, Inc. Books Are Fun, Ltd. Christmas Angel Productions, Inc. Pegasus Asia Investments, Inc. Pegasus Finance Corp. Pegasus Investment, Inc. Pegasus Sales, Inc. Pleasantville Music Publishing, Inc. QSP, Inc. Family Reading Program Corp. QSP Distribution Services, LLC QSP Products and Programs, LLC QSP Sales, LLC QSP Services, LLC QSP Ventures, LLC Xxxxxxxxxxx.xxx, Inc. Xxxxxx Media Group, Inc. Taste of Home Productions, Inc. Taste of Home Media Group, Inc. World Wide Country Tours, Inc. VideOvation, Inc. R. D. Manufacturing Corporation RD Publications, Inc. Home Service Publications, Inc. RD Large Edition, Inc. RD Trade Shows, Inc. RD Walking, Inc. Retirement Living Publishing Company, Inc. Travel Publications, Inc. RD Member Services, Inc. Reader’s Digest Children’s Publishing, Inc. Reader’s Digest Consumer Services, Inc. RD Magazine Value Partners, Inc. Reader’s Digest Entertainment, Inc. Reader’s Digest Financial Services, Inc. Taste of Home Entertaining, Inc. Reader’s Digest Latinoamerica S.A. WAPLA, LLC Reader’s Digest Sales and Services, Inc. Reader’s Digest Sub Nine, Inc. Reader’s Digest Young Families, Inc. SMDDMS, Inc. The Reader’s Digest Association (Russia) Incorporated W.A. Publications, LLC WRC Media Inc. CompassLearning, Inc. Weekly Reader Corporation Lifetime Learning Systems, Inc. World Almanac Education Group, Inc. Funk & Wagnalls Yearbook Corp. Xxxxxx Xxxxxxx, Inc. Direct Holdings U.S. Corp. Direct Holdings Americas Inc. Direct Holdings Custom Publishing Inc. Direct Holdings Education Inc. Alex Inc. Direct Holdings Customer Service, Inc. Direct Holdings Libraries Inc. The undersigned hereby acknowledges receipt of a copy of the Guarantee and Collateral Agreement dated as of March 2, 2007 (the “Agreement”), made by the Grantors parties thereto for the benefit of JPMORGAN CHASE BANK, N.A., as Administrative Agent. The undersigned agrees for the benefit of the Administrative Agent and the Lenders as follows: 1. The undersigned will be bound by the terms of the Agreement and will comply with such terms insofar as such terms are applicable to the undersigned. 2. The undersigned will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 5.6(a) of the Agreement. 3. The terms of Sections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 6.3(c) or 6.7 of the Agreement. [NAME OF ISSUER] By Name: Title: Address for Notices: Fax: *** This consent is necessary only with respect to any Issuer which is not also a Grantor. This consent may be modified or eliminated with respect to any Issuer that is not controlled by a Grantor. ASSUMPTION AGREEMENT, dated as of , 20 , made by , a corporation (the “Additional Grantor”), in favor of JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”), for the lending and other financial institutions (the “Lenders”) parties to the Credit Agreement referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement.