OR OPERATING AGREEMENT, AS
APPLICABLE, TOGETHER WITH ALL AMENDMENTS THERETO, IF ANY.
6.12.
GOOD STANDING CERTIFICATES.
AGENT SHALL HAVE RECEIVED, OTHER THAN
AS ADDRESSED BY SECTION 2.28 OF THIS AMENDMENT, WITH RESPECT TO EACH OF BORROWER
AND EACH OTHER CREDIT PARTY (OTHER THAN VERTIS DIGITAL SERVICES LIMITED): (A)
GOOD STANDING CERTIFICATES IN SUCH ENTITY'S STATE OF FORMATION (OR FOREIGN
EQUIVALENT); AND (B) GOOD STANDING CERTIFICATES AND CERTIFICATES OF
QUALIFICATION TO CONDUCT BUSINESS (OR FOREIGN EQUIVALENT) IN EACH JURISDICTION
WHERE SUCH ENTITY'S OWNERSHIP OR LEASE OF PROPERTY OR THE CONDUCT OF ITS
BUSINESS REQUIRES SUCH QUALIFICATION, EACH DATED A RECENT DATE PRIOR TO THE DATE
OF THIS AMENDMENT AND CERTIFIED BY THE APPLICABLE SECRETARY OF STATE OR OTHER
AUTHORIZED GOVERNMENTAL AUTHORITY.
40
6.13.
RESOLUTIONS.
AGENT SHALL HAVE RECEIVED RESOLUTIONS OF BORROWER'S
AND EACH OTHER CREDIT PARTY'S BOARD OF DIRECTORS OR OTHER APPLICABLE BODY,
APPROVING AND AUTHORIZING THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS
AMENDMENT AND THE TRANSACTIONS TO BE CONSUMMATED IN CONNECTION WITH THIS
AMENDMENT, EACH CERTIFIED BY SUCH ENTITY'S CORPORATE SECRETARY OR ASSISTANT
SECRETARY AS BEING IN FULL FORCE AND EFFECT WITHOUT ANY MODIFICATION OR
AMENDMENT AS OF THE DATE OF THIS AMENDMENT.
6.14.
OPINIONS.
AGENT AND LENDERS SHALL HAVE RECEIVED: (A) AN OPINION OF
COUNSEL TO BORROWER, DLA PIPER US LLP, WITH RESPECT TO THIS AMENDMENT, COVERING
SUCH MATTERS AS AGENT SHALL REASONABLY REQUEST, IN FORM AND SUBSTANCE ACCEPTABLE
TO AGENT; PROVIDED, HOWEVER, THAT NO OPINIONS RELATING TO VERTIS DIGITAL
SERVICES LIMITED SHALL BE REQUIRED; AND (B) AN OPINION OF SPECIAL COUNSEL TO
BORROWER, SULLIVAN & CROMWELL LLP, WITH RESPECT TO THIS AMENDMENT, INCLUDING,
WITHOUT LIMITATION, AS TO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED
HEREBY NOT CONFLICTING WITH ANY PROVISION OF THE SECURITY AGREEMENT, THE
FEBRUARY 2003 SENIOR SUBORDINATED DEBT DOCUMENTS, THE 2002 SENIOR DEBT
DOCUMENTS, THE 2003 SENIOR SECURED DEBT DOCUMENTS OR THE MEZZANINE DEBT
DOCUMENTS, IN FORM AND SUBSTANCE ACCEPTABLE TO AGENT.
6.15.
MINIMUM BORROWING AVAILABILITY.
AFTER GIVING EFFECT TO THE FUNDING
OF THE $50,000,000 TERM LOAN ON THE SEVENTH AMENDMENT EFFECTIVE DATE, BORROWER
SHALL HAVE BORROWING AVAILABILITY OF AT LEAST $80,000,000 (WITH ACCOUNTS PAYABLE
AND TAXES BEING PAID IN THE ORDINARY COURSE, OTHER THAN THOSE ACCOUNTS PAYABLE
AND TAXES WHICH ARE SUBJECT TO DISPUTES AND CHALLENGES BEING PURSUED IN GOOD
FAITH).
6.16.
MISCELLANEOUS.
AGENT AND LENDERS SHALL HAVE RECEIVED SUCH OTHER
AGREEMENTS, INSTRUMENTS AND DOCUMENTS AS AGENT OR LENDERS MAY REASONABLY
REQUEST.
7.
REFERENCE TO AND EFFECT UPON THE CREDIT AGREEMENT AND OTHER LOAN
DOCUMENTS.
7.1.
FULL FORCE AND EFFECT.
EXCEPT AS SPECIFICALLY PROVIDED HEREIN,
THE CREDIT AGREEMENT, THE NOTES AND EACH OTHER LOAN DOCUMENT SHALL REMAIN IN
FULL FORCE AND EFFECT AND EACH IS HEREBY RATIFIED AND CONFIRMED BY ALL CREDIT
PARTIES.
7.2.
NO WAIVER.
THE EXECUTION, DELIVERY AND EFFECT OF THIS AMENDMENT
SHALL BE LIMITED PRECISELY AS WRITTEN AND SHALL NOT BE DEEMED TO (I) BE A
CONSENT TO ANY WAIVER OF ANY TERM OR CONDITION, OR TO ANY AMENDMENT OR
MODIFICATION OF ANY TERM OR CONDITION (EXCEPT AS SPECIFICALLY PROVIDED HEREIN)
OF