TO SUCH MORTGAGED
PROPERTIES AND SUCH OTHER INSTRUMENTS, AMENDMENTS, AGREEMENTS AND DOCUMENTS AS
AGENT MAY REASONABLY REQUEST RELATING TO SUCH MORTGAGES IN CONNECTION WITH THIS
AMENDMENT, ALL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO AGENT.
2.28.
CERTAIN GOOD STANDING CERTIFICATES.
WITHIN THIRTY (30) DAYS
FOLLOWING THE SEVENTH AMENDMENT EFFECTIVE DATE AGENT SHALL HAVE RECEIVED GOOD
STANDING CERTIFICATES AND CERTIFICATES OF QUALIFICATION TO CONDUCT BUSINESS,
EACH DATED A RECENT DATE RELATIVE TO THE DATE OF THIS AMENDMENT AND CERTIFIED BY
THE APPLICABLE SECRETARY OF STATE OR OTHER AUTHORIZED GOVERNMENTAL AUTHORITY (1)
FROM THE STATE OF NEW YORK WITH RESPECT TO USA DIRECT, LLC, (2) FROM THE
DISTRICT OF COLUMBIA AND THE STATE OF INDIANA WITH RESPECT TO VERTIS, INC., AND
(3) FROM THE STATE OF CONNECTICUT WITH RESPECT TO WEBCRAFT, LLC.
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3.
CONSENTS.
3.1.
NOTWITHSTANDING ANY TERM OR PROVISION OF THE CREDIT AGREEMENT OR
ANY OTHER LOAN DOCUMENT TO THE CONTRARY, AGENT AND LENDERS HEREBY CONSENT TO THE
INCURRENCE BY THE BORROWER OF THE TERM LOAN IN THE AGGREGATE PRINCIPAL AMOUNT OF
$50,000,000, AS FURTHER DESCRIBED IN AND SUBJECT TO THE TERMS AND PROVISIONS SET
FORTH IN SECTION 2 ABOVE.
3.2.
NOTWITHSTANDING ANY TERM OR PROVISION OF THE CREDIT AGREEMENT OR
ANY OTHER LOAN DOCUMENT TO THE CONTRARY, AGENT AND LENDERS HEREBY CONSENT TO A
SALE-LEASEBACK TRANSACTION WITH RESPECT TO THE REAL ESTATE CURRENTLY OWNED BY
WEBCRAFT, LLC AND LOCATED IN CHALFONT, PENNSYLVANIA (THE "CHALFONT
SALE-LEASEBACK") AND, IN CONNECTION THEREWITH, THE RELEASE OF AGENT'S LIENS ON
THOSE SPECIFIC ASSETS OF WEBCRAFT, LLC WHICH RELATE TO SUCH REAL ESTATE AND ARE
BEING TRANSFERRED BY WEBCRAFT, LLC TO THE CHALFONT PURCHASER (AS DEFINED BELOW)
UPON THE CLOSING OF AND IN CONNECTION WITH THE CHALFONT SALE-LEASEBACK;
PROVIDED, THAT: (I) THE CHALFONT SALE-LEASEBACK SHALL BE ENTERED INTO WITH A
THIRD PARTY PURCHASER (THE "CHALFONT PURCHASER") AND SHALL BE AN ARMS-LENGTH
TRANSACTION; (II) ON OR PRIOR TO THE DATE OF CONSUMMATION OF THE CHALFONT
SALE-LEASEBACK, AGENT SHALL HAVE RECEIVED AN OPINION, IN FORM AND SUBSTANCE
SATISFACTORY TO AGENT, AND FROM OUTSIDE LEGAL COUNSEL TO THE BORROWER ACCEPTABLE
TO AGENT, STATING THAT THE CONSUMMATION OF THE CHALFONT SALE-LEASEBACK DOES NOT
CONFLICT WITH ANY PROVISION OF THE EXISTING SECURITY AGREEMENT, THE FEBRUARY
2003 SENIOR SUBORDINATED DEBT DOCUMENTS, THE 2002 SENIOR DEBT DOCUMENTS, THE
2003 SENIOR SECURED DEBT DOCUMENTS, THE MEZZANINE DEBT DOCUMENTS, THE
RECEIVABLES INDENTURE OR THE RECEIVABLES PURCHASE AGREEMENT; (III) AS A
CONDITION TO THE CONSUMMATION OF THE CHALFONT SALE-LEASEBACK, BORROWER AND THE
OTHER CREDIT PARTIES SHALL OBTAIN A LANDLORD WAIVER AGREEMENT WITH THE CHALFONT
PURCHASER WHICH AGREEMENT SHALL CONTAIN A WAIVER OR SUBORDINATION OF ALL LIENS
OR CLAIMS THAT THE CHALFONT PURCHASER MAY ASSERT AGAINST THE COLLATERAL AT THAT
LOCATION, AND SHALL OTHERWISE BE REASONABLY SATISFACTORY IN FORM AND SUBSTANCE
TO AGENT; AND (IV) THE NET PROCEEDS OF THE CHALFONT SALE-LEASEBACK SHALL BE
APPLIED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 1.5 OF THE CREDIT
AGREEMENT.
AT BORROWER'S EXPENSE, AGENT SHALL EXECUTE AND DELIVER SUCH LIEN
RELEASE INSTRUMENTS AND DOCUMENTS AND TAKE SUCH RELATED