MORTGAGES SHALL BE
GRANTED PURSUANT TO DOCUMENTATION REASONABLY SATISFACTORY IN FORM AND SUBSTANCE
TO THE ADMINISTRATIVE AGENT AND SHALL CONSTITUTE VALID AND ENFORCEABLE PERFECTED
LIENS SUBJECT ONLY TO PERMITTED LIENS AND SUCH OTHER LIENS REASONABLY ACCEPTABLE
TO THE ADMINISTRATIVE AGENT.
THE MORTGAGES OR INSTRUMENTS RELATED THERETO SHALL
BE DULY RECORDED OR FILED IN SUCH MANNER AND IN SUCH PLACES AS ARE REQUIRED BY
LAW TO ESTABLISH, PERFECT, PRESERVE AND PROTECT THE LIENS IN FAVOR OF THE
ADMINISTRATIVE AGENT REQUIRED TO BE GRANTED PURSUANT TO THE MORTGAGES AND ALL
TAXES, FEES AND OTHER CHARGES PAYABLE IN CONNECTION THEREWITH SHALL BE PAID IN
FULL.
IF REQUESTED BY THE ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS, THE
BORROWER SHALL PROVIDE A LENDER'S TITLE POLICY WITH RESPECT TO EACH SUCH
MORTGAGE PAID FOR BY THE BORROWER, ISSUED BY A NATIONALLY RECOGNIZED TITLE
INSURANCE COMPANY, TOGETHER WITH SUCH ENDORSEMENTS, COINSURANCE AND REINSURANCE
AS MAY BE REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT, IN FORM AND
SUBSTANCE REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT, INSURING EACH
MORTGAGE AS A FIRST LIEN ON THE RELEVANT MORTGAGED PROPERTY AND SUBJECT ONLY TO
LIENS EXPRESSLY AGREED TO BY THE ADMINISTRATIVE AGENT.
8.10
Pledge of Certain Subsidiaries.
Deliver to the Administrative Agent
within ten Business Days of the Closing Date (i) evidence of the pledge of
shares representing 65% of all issued and outstanding shares of Capital Stock of
Jostens Can Investments B.V., a Netherlands corporation and Jostens
International Holdings B.V., a Netherlands corporation and (ii) the
acknowledgment and consent of such issuers in the form annexed to the Collateral
Agreement.
SECTION 9.
NEGATIVE COVENANTS
The Borrower hereby agrees that it shall not, and it shall not permit any of its
Subsidiaries to, directly or indirectly so long as the Commitments remain in
effect or any Loan, Note, L/C Obligation or Bankers' Acceptance remains
outstanding and unpaid, any amount (unless cash in an amount equal to such
amount has been deposited to a cash collateral account established by the
Administrative Agent) remains available to be drawn under any Letter of Credit
or any other amount is owing to any Lender or the Administrative Agent hereunder
or under any other Credit Document (it being understood that each of the
permitted exceptions to each of the covenants in this Section 9 is in addition
to, and not overlapping with, any other of such permitted exceptions except to
the extent expressly provided):
9.1
Indebtedness.
Create, incur, assume or suffer to exist any Indebtedness,
except:
74
(A)
THE INDEBTEDNESS OUTSTANDING ON THE CLOSING DATE AND REFLECTED ON
SCHEDULE 9.1(A), INCLUDING THE REFINANCING OF ANY SUCH INDEBTEDNESS ON TERMS AND
CONDITIONS TAKEN AS A WHOLE NO LESS FAVORABLE TO THE BORROWER AND ITS
SUBSIDIARIES OR THE LENDERS;
(B)
INDEBTEDNESS CONSISTING OF THE LOANS AND BANKERS' ACCEPTANCES AND IN
CONNECTION WITH THE LETTERS OF CREDIT AND THIS AGREEMENT;
(C)
INDEBTEDNESS OF THE BORROWER IN RESPECT OF:
(I) (A) UP TO $225,000,000 AGGREGATE PRINCIPAL AMOUNT OF BRIDGE SUBORDINATED
DEBT ISSUED ON OR PRIOR TO THE CLOSING DATE, AND ADDITIONAL