TO THE AMOUNT OF SUCH REMAINING PROCEEDS
(WITHOUT ANY CORRESPONDING REDUCTION TO THE REVOLVING LOAN COMMITMENTS).
(V)
BORROWER SHALL USE THE NECESSARY PROCEEDS OF
REVOLVING CREDIT ADVANCES NECESSARY TO PAY PRE-PETITION AGREEMENT EXPENSES AT
THE TIME AND IN THE MANNER DUE UNDER THE PRE-PETITION LOAN DOCUMENTS.
(VI)
BORROWER MAY ALSO USE THE PROCEEDS OF
REVOLVING CREDIT ADVANCES TO (A) MAKE ADEQUATE PROTECTION PAYMENTS SET FORTH IN
THE INTERIM ORDER AND THE FINAL ORDER AND ADEQUATE PROTECTION INTEREST PAYMENTS
AT THE NON-DEFAULT CONTRACTUAL RATE IN RESPECT OF THE TERM LOAN UNDER THE
PRE-PETITION CREDIT AGREEMENT AND SUCH OTHER ADEQUATE PROTECTION PAYMENTS OF
OTHER PRE-PETITION DEBT AS ARE ACCEPTABLE TO AGENT; (B) PAY ADMINISTRATIVE
EXPENSES FOR GOODS AND SERVICES (INCLUDING CAPITAL EXPENDITURES) IN THE ORDINARY
COURSE OF BUSINESS (OTHER THAN FEES AND EXPENSES OF PROFESSIONAL PERSONS) AND TO
THE EXTENT SET FORTH ON THE APPROVED BUDGET; (C) PAY AMOUNTS OWING TO AGENT AND
LENDERS HEREUNDER; (D) PRIOR TO AN EVENT OF DEFAULT, PAY (X) PROFESSIONAL FEES
AND EXPENSES IN ACCORDANCE WITH SECTION 5.05 OF THE RESTRUCTURING AGREEMENT AND
(Y) ORDINARY COURSE INDENTURE TRUSTEE FEES AND EXPENSES PURSUANT TO THE EXISTING
TERMS OF THE INDENTURES GOVERNING THE VERTIS 2003 SENIOR NOTES, THE VERTIS
SENIOR NOTES AND/OR THE VERTIS SENIOR SUBORDINATED NOTES; AND (E) PRIOR TO AN
EVENT OF DEFAULT, PAY FEES AND EXPENSES OF PROFESSIONALS RETAINED BY BORROWER OR
THE COMMITTEE (IF ANY), TO THE EXTENT SET FORTH IN THE
25
APPROVED BUDGET AND SUBJECT TO SUCH EXCEPTIONS AND OTHER AGREEMENTS AS MAY BE
AGREED TO BY AGENT AND LENDERS, TO THE EXTENT SUCH PROFESSIONAL FEES AND
EXPENSES ARE APPROVED BY FINAL ORDER OF THE BANKRUPTCY COURT; PROVIDED, HOWEVER,
THAT BORROWER AND GUARANTORS SHALL CONSULT WITH AGENT AS TO THE FORM OF ANY
INTERIM COMPENSATION PROCEDURES ORDER THAT THEY SUBMIT TO THE BANKRUPTCY COURT
AND THAT, IN ANY EVENT, ANY SUCH ORDER SHALL PRESERVE AGENT'S RIGHT TO REVIEW
AND OBJECT TO ANY MONTHLY, INTERIM OR FINAL REQUEST FOR THE PAYMENT OF FEES OR
REIMBURSEMENT OF EXPENSES SUBMITTED TO THE BANKRUPTCY COURT; PROVIDED, HOWEVER,
THAT BORROWER AND GUARANTORS SHALL BE PROHIBITED FROM MAKING ANY PAYMENT UNDER
THE INTERIM ORDER OR THE FINAL ORDER (WHETHER ON ACCOUNT OF ADEQUATE PROTECTION,
REIMBURSEMENT OF PROFESSIONAL OR INDENTURE TRUSTEE FEES AND EXPENSES OR
OTHERWISE) UNTIL THE PRE-PETITION REVOLVING CREDIT ADVANCES HAVE BEEN REPAID IN
FULL IN CASH AND THE PRE-PETITION LETTER OF CREDIT OBLIGATIONS HAVE BEEN REPAID
OR CASH COLLATERALIZED IN FULL IN CASH.
(C)
NONE OF THE CREDIT PARTIES IS REQUIRED TO
REGISTER AS AN "INVESTMENT COMPANY" AS DEFINED IN, OR SUBJECT TO REGULATION
UNDER, THE INVESTMENT COMPANY ACT OF 1940.
3.7.
BROKERS. AS OF THE CLOSING DATE, NO BROKER OR
FINDER ACTING ON BEHALF OF ANY CREDIT PARTY OR ANY SUBSIDIARY THEREOF BROUGHT
ABOUT THE OBTAINING, MAKING OR CLOSING OF THE LOANS OR THE RELATED TRANSACTIONS,
AND NO CREDIT PARTY OR ANY SUBSIDIARY THEREOF HAS ANY OBLIGATION TO ANY PERSON
IN RESPECT OF ANY FINDER'S OR BROKERAGE FEES IN CONNECTION THEREWITH.
3.8.
COMPLIANCE WITH LAWS.