GIVING EFFECT THERETO AND (III) THE NET
PROCEEDS THEREFROM ARE APPLIED AS REQUIRED BY SECTION 1.5(C) AND (H) THE SALE,
TRANSFER OR OTHER DISPOSITION OF ANY ASSETS OF (I) ANY U.K. SUBSIDIARY TO ANY
OTHER U.K. SUBSIDIARY; AND (II) ANY DOMESTIC CREDIT PARTY (OTHER THAN THE U.S.
BORROWER) TO ANY OTHER DOMESTIC CREDIT PARTY.
5.8.
TRANSACTIONS WITH AFFILIATES.
THE CREDIT PARTIES SHALL NOT AND
SHALL NOT CAUSE OR PERMIT THEIR SUBSIDIARIES TO DIRECTLY OR INDIRECTLY ENTER
INTO OR PERMIT TO EXIST ANY TRANSACTION (INCLUDING THE PURCHASE, SALE, LEASE OR
EXCHANGE OF ANY PROPERTY OR THE RENDERING OF ANY MANAGEMENT, CONSULTING,
INVESTMENT BANKING, ADVISORY OR OTHER SIMILAR SERVICES) WITH ANY AFFILIATE OR
WITH ANY DIRECTOR, OFFICER OR EMPLOYEE OF ANY CREDIT PARTY, EXCEPT (A) AS SET
FORTH ON SCHEDULE 5.8, (B) TRANSACTIONS IN THE ORDINARY COURSE OF AND PURSUANT
TO THE REASONABLE REQUIREMENTS OF THE BUSINESS OF ANY SUCH CREDIT PARTY OR ANY
OF ITS SUBSIDIARIES AND UPON FAIR AND REASONABLE TERMS WHICH ARE FULLY DISCLOSED
TO AGENT AND ARE NO LESS FAVORABLE TO ANY SUCH CREDIT PARTY OR ANY OF ITS
SUBSIDIARIES THAN WOULD BE OBTAINED IN A COMPARABLE ARM'S LENGTH TRANSACTION
WITH A PERSON THAT IS NOT AN AFFILIATE, (C) PAYMENT OF REASONABLE COMPENSATION
TO OFFICERS AND EMPLOYEES FOR SERVICES ACTUALLY RENDERED TO ANY SUCH CREDIT
PARTY OR ANY OF ITS SUBSIDIARIES; (D)
LOANS TO EMPLOYEES PERMITTED IN SECTION
5.3, (E) RESTRICTED PAYMENTS PERMITTED IN SECTION 5.5 AND THE AGREEMENTS
PURSUANT TO WHICH SUCH RESTRICTED PAYMENTS ARE REQUIRED TO BE MADE, (F)
REIMBURSEMENT OF EMPLOYEE TRAVEL AND LODGING COSTS INCURRED IN THE ORDINARY
COURSE OF BUSINESS, (G) THE GUARANTY OF THE OBLIGATIONS BY CREDIT PARTIES, AND
(H) EMPLOYMENT AGREEMENTS, EQUITY INCENTIVE AGREEMENTS AND OTHER EMPLOYEE AND
MANAGEMENT ARRANGEMENTS IN THE ORDINARY COURSE OF BUSINESS WHICH ARE FULLY
DISCLOSED TO THE AGENT, (I) DIVIDENDS MAY BE PAID TO THE EXTENT
51
PROVIDED IN SECTION 5.5, (J) INVESTMENTS MAY BE MADE TO THE EXTENT PERMITTED BY
SECTION 5.3, (K) THE TRANSACTIONS ENTERED INTO BETWEEN HOLDINGS AND ITS
SUBSIDIARIES, OR BETWEEN SUCH SUBSIDIARIES, SHALL BE PERMITTED TO THE EXTENT
EXPRESSLY PERMITTED BY SECTION 5.6 AND 5.7, (L) VERTIS AND ITS SUBSIDIARIES MAY
ENTER INTO THE TRANSACTIONS CONTEMPLATED BY THE RECEIVABLES PURCHASE AGREEMENT
AND RELATED DOCUMENTS, (M) ANY BORROWER AND ANY OF ITS SUBSIDIARIES MAY PAY FEES
(INCLUDING MANAGEMENT, ACQUISITION AND OTHER CONSULTING FEES) TO VERTIS OR ANY
U.S. SUBSIDIARY THAT IS A GUARANTOR, (N) HOLDINGS AND ITS SUBSIDIARIES MAY PAY,
ON A QUARTERLY BASIS, MANAGEMENT FEES TO (I) THL AND/OR THE THL AFFILIATES IN AN
AGGREGATE AMOUNT (FOR ALL SUCH PERSONS TAKEN TOGETHER) NOT TO EXCEED $250,000 IN
ANY FISCAL QUARTER OF HOLDINGS AND (II) EVERCORE AND/OR THE EVERCORE AFFILIATES
IN AN AGGREGATE AMOUNT (FOR ALL SUCH PERSONS TAKEN TOGETHER) NOT TO EXCEED
$62,500 IN ANY FISCAL QUARTER OF HOLDINGS, IN EACH CASE IN ACCORDANCE WITH THE
SPONSOR MANAGEMENT AGREEMENT, PROVIDED, HOWEVER, THAT IN THE EVENT THAT AND FOR
SO LONG AS A DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND